Most Common Superpower

by Citrus Recluse

Rating: mature
Tags: Random, Alternate Universe, Human, Power Ponies, Original Character, My Little Pony: Friendship is Magic, Comedy, Adventure, Sex
Length: 14383

A new villain with a ridiculous gimmick - the ability to hypnotize people with her chest - appears to menace the Power Ponies. She seems to be dealt with easily enough, but she just might actually be one step ahead of the Power Ponies.

A new villain on the block with an utterly ridiculous gimmick - the ability to hypnotize people with her chest - appears to menace the Power Ponies. She seems to be dealt with easily enough at first, but she just might actually be one step ahead of the Power Ponies.

Content Warnings:

[Breast Expansion] [Lactation ][Mind Control] [Oral] and implied Rainbow Dash X Pinkie Pie.

Oh, and if the idea of a villainess using her breasts to mind-control people doesn't appeal to you ... then this fic really isn't gonna do anything for you.

Published 2016-05-18 02:10:02 UTC
Last updated 2016-05-20 17:19:58 UTC

Bad End

Humdrum was in the kitchen, putting on his costume and getting ready to take the fight to The Contessa. He placed his mask over his eyes, adjusting to make sure it fit.

“And just where are you going?”

Humdrum jumped in alarm, turning to the sight of The Contessa in the adjoining room, her hand resting on the door frame.

“Oh. You know. Nowhere.” Humdrum said, balancing on his feet.

“Uh-huh.” Contessa said. “For some reason, I don’t believe you. No, I think you were going to go out and come up with a plan to fight me.” The Contessa walked into the room. “Can’t have that now, can we?”

“Well, I …”

“Silence.” The Contessa pulled down the zipper of her costume, revealing her huge breasts. Her nipples emitted their glow, ensuring and snapping Humdrum’s attention.

Humdrum let a bit of drool escaped his mouth, enchanted by The Contessa’s orbs. Her nipples were reflected in his pupils.

“Yes, that’s it. Look at my boobs. Stare straight into them. Let them consume your thoughts and smother your mind.” The Contessa said. “You are going to sit on the counter. You are going to wait and remain here until I’ve found the rest of the Power Ponies, and I’ll decide what to do with you then.”

“Yes ma’am.” Humdrum climbed up on the counter as he was told.

“Now, where are those Power Ponies?” The Contessa asked, walking out of the room. “Power Ponies! You can come out now! There’s no point in hiding. It’s okay if you’re indecent.”

“Hmm.” The Contessa rubbed her chin. She cupped her breasts and squeezed, ejecting squirts of milk.

“Guh …” Matter-horn moaned, walking into the room, the rest of the Power Ponies not far behind, unable to resist the siren call of the milk into their bosoms.

“There you are.” The Contessa said. “How are you adjusting to being my milk slaves, Power Ponies?”

“We’ll never serve you!” Fili-Second shouted in defiance … before rubbing her aching chest.

The Contessa chuckled. “We’ll see. Radiance, come over here.” The Contessa crooked her finger.

“Ugh.” Radiance groaned, acquiescing to The Contessa’s demands. “What do you want?”

The Contessa shoved her nipple into Radiance’s mouth, launching a stream of milk into it. The Contessa pulled her breast out, milk dribbling down Radiance’s chin.

“How do you like that?” The Contessa asked. “Is it good?”

“It’s good …” Rarity answered dreamily, licking her chin. “It is, like … so good.”

“Good.” The Contessa said. “The ditziness is kicking in already. Now, Radiance ...” The Contessa wrapped an arm around Radiance’s shoulders. “In the other room, there’s a male - Humdrum. I think he might have been getting a few ideas about trying to resist me. Go in there and … dissuade him from such a ludicrous notion, would you? Shoot some milk into his mouth … and then suck him until he says he loves your boobs.”

Radiance giggled. “Like, okay!”

Radiance bounced into the kitchen, ready and eager to meet with The Contessa’s orders.

“Radiance?” Humdrum asked.

“Oh, there’s no need to be so formal, Spiky-Wikey.” Radiance said. “We both know what we want.”

“We do?”

“Yes!”

Radiance walked up to Humdrum, pulling down her costume and stuffing her boob into his mouth, launching a huge splash of milk inside. Humdrum had no choice but to swallow it, and it made him dazed. The warm milk seem to tear through his body, going straight to his pants and making him aroused.

“Spikey …” Radiance said, pulling her breast out. “I know how you feel about me. Tell me … do you love my boobs, too?”

“Er, what?”

“Do you love my boobs?” Radiance puffed out her chest, presenting them to Humdrum. “Don’t be silly. The answer is yes, of course you love my boobs.”

“Yes, of course I love your boobs …” Humdrum said.

“My big, milky boobs …” Radiance said. “You love to stare them. They’re so big, it’s hard to take your eyes away … you love them. They’re making you soooooo haaaard right now, aren’t they?”

“Y-yes.” Humdrum nodded, covering his pelvis in shame.

“It’s okay, darling. “Radiance assured him. “But the only way to relieve that hardness, that pressure … is to orgasm inside me and my big boobies.” Radiance cupped Humdrum’s cheek. “Does that sound fun?”

“O-okay.” Humdrum stammered.

He got down from the counter. Radiance got down on her knees and set to work undoing his belt buckle, pulling it out and pulling his garments down to reveal his throbbing member.

Radiance took in a deep breath before raising up and nestling Humdrum’s equipment between her breasts. She shifted, trying to get it right where she liked it before bringing her mouth down on it, taking it inside her mouth. She wrapped her tongue around before giving it a suck, pulsing it with her mouth. Her lips went up and down as she suckled the equipment, bobbing her head to rock it. She took her hands and cupped her boobs, squeezing them together on the member to get a rise out of it.

“Oooh … oooh!” Humdrum moaned.

Radiance took this as a good sign. Encouraged, she continued to massage his equipment with her boobs while also sucking voraciously, closing her eyes as she felt it throb and throb …

“R-r-r-radiance!” Humdrum stuttered, his entire body vibrating. He felt like he was going to explode into a million pieces. “I - I love you! And I love your boobs like you wanted me to! Oh!”

Humdrum put his hands on Radiance’s head to hold it in place as he achieved release, to make sure she would swallow all of his load. Not that she was going anywhere, as that was she wanted.

“Mmmm …” Radiance moaned, eagerly gulping down his hot spunk. It tasted so good … it was so warm on her tongue … Humdrum’s throbbing member continued to pump her mouth, shooting ropes of the vulgar liquid down Radiance’s throat for the enjoying.

To Radiance’s disappointment, the stream of the intimate fluid began to slow, turning to a trickle before stopping completely. Humdrum separated from her, winded.

“I … love … your boobs.” Humdrum panted out, lying back on the counter.

“And I, like, totally love your spooge, Spike!” Radiance giggled. “Mmm …” Her breasts wobbled as if made of jello before jutting forward, increasing ever so slightly in size. They should have been so heavy Radiance would have found it hard to walk, but they felt surprisingly light.

Radiance wanted to do more of this. To suck and swallow sweet hot loads to make her boobies bigger, more sensitive, and more powerful. She wanted them to be so big and powerful that she could make men orgasm just by the sight of flashing them. But she supposed that would have to wait. She would need more training from Her Mistress Contessa before that happened.

“All done in here?” The Contessa asked, entering the hallway door.

“All done.” Radiance answered while Humdrum busily tried to fix his pants and belt.

“Good.” The Contessa said. “Come back to the other room, Radiance … I have a reward for you. And Humdrum?”

“Yes?”

The Contessa leaned forward, bringing her arms around to squish her hanging breasts. “Are you a good boob slave now?”

“Yes!”

“Excellent. Go find us a mop, would you?” The Contessa said. Humdrum saluted and left to go find a mop.

Radiance followed The Contessa into the living room, where the other Power Ponies were sitting on the floor.

“Take a seat, Radiance.” The Contessa instructed her, and Radiance sat in the floor with them.

“Before we do anything else …” The Contessa said. “I have something for you. Like it or not, you all are already my slaves … but I need to consolidate my power over you. So …”

The Contessa squeezed her boobs, squirting out an arc of milk onto the floor. The other Power Ponies moaned, feeling their chests do the same, their costumes being stained wet as milk erupted from their chest.

“Oooh … oooh!”

Matter-horn pulled down her costume and put her hands on her breasts to try to suppress the flood of milk coming from them, but all she managed was to get her fingers wet, milk slipping between them. Radiance fell over onto her side, rubbing her chest, while Zapp wrapped her arms around Fili-Second’s shoulders. Mare-velous and Saddle Rager crossed theirs arm around their chests, just trying to bear it.

“T-there’s so much!” Matter-horn exclaimed. “M-make it stop!”

“No.” The Contessa said coldly. "Why would I do that? I want you be addicted to the feeling of milk in your breasts."

“Aaah … aaaah …. gaaaaah!”

Matter-horn keeled over, bringing her arms around her pelvis in embarrassment as the milk spewing from her boobs brought into a wracking orgasm. Her cheeks turned red as the pressure emitted from elsewhere other than her boobs. Radiance got down on her stomach, pressing her nipples into the floor and letting a puddle of milk form on the floor. Fili-Second turned and kissed Zapp on the lips, returning her affection as they were brought to their limits. Saddle Rager and Mare-velous toppled over on to each other, with Saddle Rager’s wet breasts pressing onto Mare-velous’ back, spraying milk all over it. It slid down Mare-velous’ costume and dripped to the floor.

“That … was amazing.” Matter-horn moaned.

Humdrum entered the room with a mop and a bucket of water. “I found what you asked for, Contessa!”

“Excellent timing.” The Contessa said. She looked down at the floor, observing the puddles she and Radiance made, the milk from The Contessa’s breasts in a puddle in front of her feet. “I told you we’d need a mop.” The Contessa swung a foot forward, deliberately stepping in the puddle to show she could do anything she wanted now.

“Humdrum, get busy cleaning this mess up.” The Contessa ordered, leaving behind footprints in milk on the floor as she stepped forward. Humdrum saluted and went to work, while The Contessa wrapped things up.

“Now, Power Ponies …” The Contessa tapped her fingers together. “Who do you love?”

“We love you, Mistress Contessa!” The Power Ponies chimed.

“What do you love?”

“BOOBS!”

“Big …” Zapp said.

“Soft.” Saddle Rager added.

“Milky …” Mare-velous said.

“Bouncy …” Fili-Second said.

“Kissable …” Matter-horn said.

“Suckable …” Radiance said. “Boobs!”

The Contessa chuckled. “That’s right.”

The Contessa walked forward onto the couch, raising one leg up over the other. She beckoned for her slaves to approach her, and they did, cuddling around the couch, Radiance and Matter-horn sitting next to her, Zapp and Fili-Second behind the couch, and Saddle Rager and Mare-velous resting their heads on The Contessa’s legs.

“Maretropolis belongs to me.” The Contessa said. She turned to Radiance and cupped her chin. “But more importantly … The Power Ponies belong to me. Your boobs belong to me. And I guess the rest of your bodies, but we all know it’s really the boobs that the only important part of a woman’s anatomy, don’t we?”

“Yes, Mistress!” Chimed from the Power Ponies.

Radiance rested her head on the side of The Contessa’s chest.

“We … and our boobs … belong … to you.”

Author's Note

I must give thanks to Sun Dial for suggestion the idea of doing a good end and a bad end. Others have commented on it, but they're comment was the first to make me realize, "oh, yeah, I can totally do a separate bad end chapter."

Also a nod to Kichi, who seemed to already know what my original plan was! This ending was actually going to be the ending to the original story, Spike and all, before I decided to take it in a lighter direction.

A Ridiculous Name For A CD

Radiance stood off to the side at the Maretropolis Bank, idly tilting her body weight from side to side. She and the rest of the Power Ponies had received a tip-off that someone was going to rob the bank today. And the oddest thing was, it was because this robber had called the bank and warned them they were going to rob the bank. What kind of criminal did something like that and warned their victims?

Radiance tapped her foot impatiently. She was getting tired of waiting, and she could see that her presence was making the people attending the bank nervous. She had been here for two hours already, and she had better things to do with her time than wait for a criminal who was never going to show up.

Radiance tugged at the fiber of her suit around her chest. It seemed unusually tight today, clinging to her body and accentuating her curves. Not that she minded, as she appreciated the lustful looks of men who passed her by ... and laughed when they were promptly slapped by their wives for gawking. Still, she'd like to go home and figure out what was wrong it and adjust so it wasn't so gosh-darn tight.

The doors to the bank were swung open with bombast, slamming against the walls.

"Everybody, freeze! This is a holdup!"

Finally. Radiance thought.

The criminal made her way into the bank, every citizen freezing as they were told, holding their hands up in the air.

Radiance scowled in disgust at the villain's outfit. She was wearing a tight, form-fitting black costume with red patterns on it, with a large upside down V going down the sides of her chest, wearing a red domino mask with her dark hair in a bun.

"Really?" Radiance asked. "Red on black? You might as well have worn a neon sign saying 'Look! I'm a supervillain!'"

The villain stopped and looked at Radiance. She chuckled. "Ah, I know you. Radiance, from the Power Ponies, right? My, you look good in that outfit, dear."

Radiance ignored her compliments, as her heroine training told her to do. "So, what's your handle? What do you go by?"

"The Contessa, dear." The Contessa gestured proudly to herself. "And I guess you're here to stop me from robbing the bank?"

"That's right, I am." Radiance bared her fist.

The Contessa chuckled. "Well, I can safely tell you that's not going to happen, dear."

"And why not?" Radiance asked. "What power do you have that makes you so confident in that?"

"Here's an idea. How about instead of telling you, I ... show you?" The Contessa emphasized her words by pulling down the zipper on her suit, revealing her massive breasts and the tiny detail she wasn't wearing anything underneath. Radiance blushed, mothers in the crowd put their hands over their innocent children's faces to persevere their innocence, and unmarried and married man alike looked at The Contessa with interest.

The Contessa leaped like a jackal and got the drop on Radiance. She shoved her big, heavy breast into Radiance's mouth, which was flooded by a flow of milk from The Contessa's nip.

Radiance's eyes widened, and she felt her body go slack. The milk tasted so good, it robbed her of her will to fight. Radiance closed her eyes and leaned, enjoying the sweet nectar, slurping it up from its source, running her tongue over the mammary tap and licking to encourage more to flow.

Radiance felt her costume get tighter. All of a sudden, it no longer fit. She could feel her caboose growing, the cheeks of her rear swelling up and making the fibers taught. Radiance had always thought she had a soft rear, but now it felt like she had a built-in pillow.

Next was her breasts. Radiance felt her boobs swell up from the surge of milk, each drink causing her to go up half a cup size. Radiance's costume pulled tighter and tauter, the fabric practically squeezing her boobs like a lover. Her boobs were getting huge; at the start of the day, they were above average, but nothing spectacular. Now they were eye-grabbing, jaw-dropping jugs the size of watermelons. And oh, her nipples! She could feel her nipples growing, expanding in diameter, getting thicker and thicker, pressing against the inside of her costume, being pressed up against the threads. Radiance wanted her costume to rip. She wanted her costume to burst, to let out her massive boobs. Bouncy big beautiful boobies like hers deserved to be shared with and admired by the world.

The Contessa let out a laugh, seeing her powers work so easily on Radiance. Her laughter was cut short with a blur came by and knocked her over, pulling her away from Radiance and throwing her to the floor.

"Oof." The Contessa rubbed her head, while Radiance needed a minute to recover.

The Contessa saw Fili-Second standing over her and growled. She got up and prepared to fight, her swinging breasts still spilling milk. Before she land a hit of any kind on Fili-Second, a beam of frost blew in from the doors and bowled her over, covering her body in ice.

"No one does that to my friends." The Masked Matter-horn declared, walking into the building and putting her hands on her hips. The Contessa shivered and bared her teeth at Matter-horn, but was unable to get up and was considered defeated.

The citizens let out a cheer for their heroes for defeating the villain. "Hooray!" Unfortunately, raising their hands up to cheer meant the mothers took their hands off their children's eyes, and they quickly realized their error and went to cover them again.

"You okay?" Matter-horn asked, placing a hand on Radiance's shoulder.

"Yes, I'm fine." Radiance answered, tapping her forehead. "She just got the drop on me, that's all."

"Ooh!" Fili-Second cooed. "Nice boobs, Radiance."

"Fili-Second!" Matter-horn slapped Fili-Second on the cheek for her insensitivity. "Are you okay, though?"

"It's fine, darling." Radiance said. "it ... should go away in a little while. After all, that's how most of these supervillains' powers work, isn't it? They suffer from a lack of ontological inertia and go away after a time."

Matter-horn nodded. "That is consistent with what we've observed."

The police walked into the building. Two of them went up to The Contessa and slapped some cuffs on her before carrying her out the building.

"Nice work, Power Ponies." The commissioner said. "We couldn't have done without ya. If not for you, this trap might not have worked."

"Happy to help, commissioner." Matter-horn said. "Though I still don't understand what was going through her head ... why call ahead and let the bank know she was going to rob it? It doesn't make any sense."

"Eh, criminals are kooks. What can ya do?" The commissioner said.

Radiance looked out the door. "Uh, excuse me, darlings. I'm going to go and say goodbye to The Contessa."

"I'm sure she'll appreciate that!" Matter-horn quipped. She, Fili-Second, and the commissioner shared a laugh.

Radiance went outside, where the cops were guiding The Contessa into the back of a cruiser. They slammed the doors and went into the front seat, waiting for the commissioner before they hauled the crook off to jail.

Radiance walked up to the side of the car, where the window was rolled down. Radiance rested her arms on the inside edge of the car.

The Contessa looked up at her. "Come to gloat, have you?"

"No, no." Radiance said. "It's just ..." Radiance found herself staring at The Contessa's still exposed pale and milky breasts, which the officers didn't think to pull the zipper up on in their rush to get to her car.

"You have such ... lovely milk." Radiance said dreamily. "It ... seems a shame to let it all go to waste in a prison facility."

The Contessa smiled. She looked at the front of the car, where the officers weren't paying attention, instead focusing on answering a trivia game on the radio.

"I won't tell if you won't." The Contessa said, turning to Radiance and presenting her breasts to her.

Radiance licked her lips and rubbed her hands together. Holding out her palms, she used her powers to create two fancy bottles and two disembodied hands. She hooked the bottles up to The Contessa's breasts, flipping their lips over her nips, then used the hands to squeeze, milking her and getting her sweet nectar out until the bottles were full. Radiance took the bottles up and placed them behind her, dismissing the hands.

Radiance poured one bottle into the other and reshaped it. Conjuring and focusing one container was easier than two, after all. Now she just had to make sure she could hide it and maintain it until she got home and could pour it into something more ... permanent. She would hate to lose her focus and drop all the milk on the ground.

"Caramel!" The officer in the passenger seat shouted.

"Pistachio!"

"And if you answered 'Paris,' you were correct!" A voice on the radio said.

"D'oh!" The officers groaned. Radiance and the Contessa looked at them, wondering what kind of trivia program was playing which would lead to them to answer food flavors when the answer was a city. Or they just weren't that bright.

"Hey, the commissioner's coming out of the building. We ought to get to ready to leave." The officer in the driver's seat said.

The passenger office looked over his chair and noticed Contessa's exposed breasts. "Think we should cover those up before he gets here?"

"Uh, yeah, probably."

The officer reached over the chair and pulled up the zipper right as their boss was arriving.

"Good afternoon, Radiance." The commissioner acknowledged Radiance on his way to his car. "Okay, boys, let's get this crook nice and locked up."

The commissioner entered into his car, and he and the other officers took off. Radiance waved goodbye to the Contessa, still hiding the milk bottle behind her back.

Radiance looked down at herself. She noticed it had been a few minutes, but her chest hadn't gone down in size at all.

Hmm. Worrisome. She thought.

At the Power Ponies' mansion, Rarity poured the energy glass into a more permanent bottle. She put on the cap, twisted the lid, and put the bottle into the fridge. Giggling to herself, she closed the door.

"What'cha got there, Rarity?" Rainbow Dash asked, appearing behind the door.

"Oh, nothing." Rarity said. "Just a gift. From a friend."

"Uh-huh." Rainbow Dash asked. "Which friend?"

"Suri Polomare." Rarity answered without missing a beat.

Rainbow Dash blinked. "Okay, I'm just gonna assume you're a little mixed-up from earlier today and that you meant to say Coco Pommel."

Rarity pulled away from the fridge and stood up. She had changed from her Radiance outfit into a green tee and white shorts. Ordinarily, the shirt would fit her fine, but with her breasts now massive, they pulled the shirt up and revealed her midriff, her nipples poking through and giving her a nice underboob.

Rainbow Dash chuckled. "Gee, Rarity. I knew you were vain, but not enough to get implants!"

"She didn't get implants." Twilight said, walking into the room. "She fought a supervillain today who's power made her chest bigger."

Rainbow Dash paused before cracking. "Ha ha ha! Good one, Twi, but you know April Fools was a few weeks ago, right?"

Twilight stared. Rainbow Dash's laughter died.

"Sweet Celestia, you're serious." Rainbow Dash turned to Rarity, looking at her friend with concern.

"Actually, come to think of it, it really should have worn off by now ..." Twilight rubbed her chin.

Rarity shrugged. "Who knows? I'll try to sleep it off. See if that helps. If it's still like this tomorrow, then we can really worry."

Twilight and Rainbow Dash nodded.

Rarity waited for them to finish their business in the kitchen and leave. Once they were gone, she opened the fridge and pulled put the bottle of milk. She opened it and put it up to her mouth, taking a drink from it. She began to chug it down, but she stopped herself and pulled the bottle away.

"No, no. I only have a limited supply of this." Rarity said, capping the bottle and putting it back in. "I need to savor it. Enjoy it. If i ran out, the only I could get more would be to ... visit her ... in prison."

Rarity slammed the fridge door, mentally chastising herself for even thinking of such a thing. She was a superhero. She couldn't just go into prisons and ask to supervillains because they had milk!

Nice, warm milk, from their ... large, bouncy breasts ...

Rarity shook her head, again chiding herself. "Oh my. I must be delirious. I need to go lie down."

After lying down and falling asleep for some time, Rarity had a dream. She was dreaming she was in a warehouse, where all the lights were shot.

She made her way through, putting her hands on the side of the door to help her keep track of her place.

Rarity turned around into a door, coming face-to-breast with The Contessa, who had one exposed breast spilling out of her clothes, even larger than it had been in the bank, the size of a prize-winning pumpkin.

The Contessa shoved her breast into Rarity's mouth, jamming her nipple in, which shot out a steady stream of milk.

Rarity's eyes opened wide on her bed, feeling a tinge in her chest. She sat upright, wrapping her arms around her chest in a futile effort to suppress the feeling, but there was no stopping it.

"Ooh ..." Rarity groaned. "I ... I need something to put this in."

Getting off her bed, Rarity dashed towards the kitchen, rummaging through the cabinets and cupboards, being careful to be quiet to avoid disturbing the others, until she found a large glass mixing bowl

"Perfect." Rarity pulled the bowl out and took it to her bed. There, she pulled up her nightgown off her breasts, then squeezed her breasts into the bowl, where they flattened and squished against the glass.

"Oooooooh ..." Rarity moaned once milk began pouring, streaming, flooding from her oversized boobs. Her eyes rolled back as the bowl filled up, inch by inch, with swirling milk until it was almost full and her boobs had finally tapped out.

"Aah ..." Rarity sighed, pulling her chest halfway out of the bowl, before stopping and deciding to dip her breasts back in the milk again. This time, she pulled them out all the way, admiring the drops running down their slope, and the nice sheen being covered in milk gave them.

"Mmm ... this has to got to stop."

Rarity put the bowl down on her mattress and protectively wrapped her arms around her breasts.

"No. I don't want it to stop."

Rarity looked down at the bowl, watching the milk swim and whirl around inside. She placed her hands on the side of the bowl and looked inside.

" ... I realize I'm probably going to seriously regret this, and this is exactly what The Contessa wants me to do, but I don't care."

Rarity lifted the bowl up to her mouth and tilted it, pouring the milk, where she chugged and gulped her own breast milk down, to the last drop until the bowl had nothing but a scant few drops on the bottom. Rarity let out a sharp sigh, delighted with her milk's taste. She was proud of the fact her milk tasted good. The milk was putting her into a pleasant haze better than anything any alcohol could have given her.

"So ... so good." Rarity moaned, setting the bowl down on her nightstand and lying back on her back. She curled her toes and sighed in pleasure when milk leaked out from her exposed nipples again. They continued, leaking on and off throughout the night ...

At the Maretropolis Supermax prison, The Contessa leaned against the wall. She cushioned her head with her arms and watched and observed as the guards passed her by, waiting for the right one.

No ... she thought, watching one go by who had scars on his face. Clearly not someone to be trifled with, if he was willing to keep working here. Another who was an older gentleman, who would probably be too good to indulge her, if he were interested in what she had to offer.

Ah ... here we go. She thought when, much later, a younger guard passed her by.

"Hey there." The Contessa spoke to him. He stopped by her cell and turned to her. She went up to the front, putting her hands on the bars. "Are you new here?"

The guard stuttered. "Uh ... we usually make it a point not to answer personal questions from prisoners."

"So that's a yes, then." The Contessa answered. "Because if you weren't, you wouldn't have told me that. You would have just refrained from answering and moved on. But that you told me that tells me it's on your mind, and if it's on your mind, it must be from recent training. Correct?"

"Oh, okay, you got me." The guard sighed. "What do you want?"

"Oh, I just wanted to ask you a favor." The Contessa said. "I was wondering if you could ... look at something for me."

The Contessa pulled down the zipper on her jumpsuit, revealing her breasts to him. Instantly, the guard's arms went slack and his eyes turned glassy, her breasts reflected in his pupils.

"Yes ... that's it." The Contessa whispered. "Just stare my breasts."

"What's going on out there?" The Mane-iac asked from her cell, pressing her hands to the bars and trying to see what was up.

"Cram it, you." The Contessa barked back. "I don't answer questions from incompetent has-beens!"

The Mane-iac gasped in offense before going to the back of her cell to sulk.

"Now, where were we ... ah, yes, you were telling me how much you loved my boobs." The Contessa said.

"I ... love your boobs." The Guard repeated, getting a smile on his face.

"Yesss. You love my boobs. You love staring at my big boobies." The Contessa said. 'You love to just stand here ... and stare. Let them fill your head. Let your mind be consumed with nothing but thoughts of staring at, of squeezing my enormous boobage ..."

The guard began to reach in to put a hand on the Contessa's chest. The Contessa heard footsteps coming from down the hall.

"Someone's coming." The Contessa said. "I'm going to zip back up, and you're not going to mention this to anyone. But when you have the chance, the next you stop by my cell, you're going to stand there so you can look at my boobs some more. Understand?"

"Uh-huh." The entranced guard nodded.

"Good."

The Contessa pulled the zipper back up on her clothes.

Another guard walked by and noticed Contessa's victim standing there. "Hey man, you okay?"

"Huh?" The guard snapped to and shook his head. "Yeah, yeah, fine ... I must have ... spaced out there for a sec."

"It must be the new job." The second guard put his hand on his coworker's shoulder and turned him around. "Come on. Let's get you some coffee."

They turned and walked out of the hallway.

The Contessa scowled. Apparently, she was going to have to wait to make her escape ... but that was fine. Just fine. It gave the rest of her plan time to progress.

The next day, Radiance’s breasts still had yet to swell down, but she couldn’t deal with it right away. One of the first things she heard upon waking was there was a robbery at the bank.

“I’m on it!” Rarity told the girls. So with a quick adjustment of her costume, she was off to the bank.

Out on the street, the robber, clad in classic stereotype black pants with a black and white striped shirt, ran down the street with a pistol in his left hand and a bag of cash in the right. He looked over his shoulder and chuckled, glad to see his caper get away scot-free.

He turned his attention to what was in front of him and skidded to a halt, seeing Radiance of the Power Ponies standing in his way, smiling confidently. “Eh?”

“Oi, get out of the way, Power Pony.” The crook said, aiming his gun at her.

“Mmm, no, I’m not going to do that.” Radiance said. “Instead, you’re going to come with me, and before you ask, I’ll show you why.”

Radiance reached a hand up to her chest. Grabbing a zipper she installed before leaving, she pulled it down, revealing her huge breasts and the brassiere struggling to contact.

“Uh … huh?” The guard stammered, confused about what she was doing and perplexed as to why he all of a sudden, his grip on his gun got shaky, his hand quivering.

“Now, listen to me carefully, dear.” Radiance said. “You don’t want to rob banks.”

“I … don’t want to rob banks.” The crook repeated.

“All of this is just a cry of attention from someone who feels unloved. Who feels … sexually repressed.” Radiance tilted her head at him, putting her arms together over her body and squeezing her breasts together. “What you really want … what you need … is to grab a nice pair of big, round, soft boobs.”

“What I really want … is to … grab a nice pair of boobs, yes.”

“And I have just the pair for you, right here.” Radiance said, gesturing to her own chest.

The crook, entranced, threw his gun and the bag of money to the ground and walked towards her. He put his hands on her breasts and started to rub.

“Yes, that’s it.” Radiance said, guiding him away. “Now, let’s go off to prison now, shall we?”

“Sure … whatever you say, lady …”

Rarity chuckled at how easily this robber had succumbed to the glory of her boobs.

And to think, I didn’t even need to take my bra off for him.

After taking care of the crook, Rarity went back to the mansion. There, she was in her sewing room, putting her costume under a sewing machine while she examined and tried to to think of ways to improve it.

“Perhaps I could have a velcro strap instead of a zipper …”

Twilight stepped into the room, her arms crossed. Looking uncertain, she cleared her throat and knocked on the wall.

“Come in.” Rarity said, turning her chair around to face the door. “Ah, Twilight. What can I do for you today?”

“I wanted to talk.” Twilight walked into the room. “About the criminal you took down today.”

“Ah, yes.” Rarity observed as she went back to the costume, trailing a finger over. “That was quite the catch, wasn’t it? Did you see how easy of a time I had taking him down?”

“That was … what I wanted to talk about you, actually.” Twilight said. “Your methods you used for that ‘quick takedown.’

“My methods?” Rarity asked. “What’s wrong my methods?”

“You flashed your breasts at him, Rarity.” Twilight said. “You can’t … do that. As a Power Pony, we need to set a good example for our citizens. For the good people of our fair city. What happens when an impressionable young girl tries to imitate you for a game, and then flashes her prepubescent chest at her fellow kindergartener? Her parents get upset, the other kids won’t play with her anymore, and who’s fault is it? Is is the parents? No, Rarity, it’s on you. You can’t keep doing that.”

“Twilight, darling …” Rarity turned back around, taking off her glasses and setting them on the desk. “I think you’re looking at this from the wrong angle.”

Rarity stood up. As she did, her boobs bounced up and down.

“Let me show my perspective.”

Rarity pulled her shirt, exposing her breasts. Twilight’s eyes widened and she put an arm defensively.

“Rarity, what’s gotten into you?” Twilight asked, her arm twitching as she was frozen in place. “And … why can’t I look away?” Twilight put her arm down and leaned forward, her eyes fixed on Rarity nice, pale, massive breasts … which were wobbling up and down as Rarity walked towards her.

“Don’t fight it, Twilight.” Rarity said. “Give in to your desires.”

“No, really. What’s gotten into you?” Twilight asked.

“The same thing that needs to be in you, darling.”

Rarity wrapped an arm around Twilight’s neck. She pulled Twilight forward and leaned her Twilight’s head into her breast. Without having to be told, Twilight closed her eyes and begin to nurse Rarity’s teat …

Awhile later, Fluttershy came into the room.

“Is everyone alright?” Fluttershy asked. “I thought I heard something clattering … hello?” No one was in the room.

Fluttershy walked further in. “Girls? Are you in here? You’re really starting to scare me … come on, this isn’t funny!”

Fluttershy let out an eep as someone grabbed her from behind her. The first thing she noticed, aside from the arms coming up under her and gripping her breasts, was something large and soft pressing into her back.

“Fluttershy …” Twilight gave out a low, quiet whisper. She nuzzled the side of Fluttershy’s neck, breathing a breath of hot air onto Fluttershy’s skin. “Have I ever told you how much I love your boobs?”

“Um, no?” Fluttershy said.

“Well, I do …” Twilight said, proving her words by digging her fingers into Fluttershy’s spheres.

Rarity came out from where she was hiding and walked towards Fluttershy with a smile.

“Rarity?” Fluttershy asked. “I’m confused. What’s going on?” She looked down at Twilight’s hands, which were enjoying the feel of her breasts a bit too much for Fluttershy’s comfort.

“Shh.” Rarity said. “Be quiet, dear. It’s alright. Open wide.”

Rarity heaved up her massive boob with its large, milk-leaking nipple. Fluttershy’s eyes widened, and before she could react, Rarity shoved the nip into her mouth, blasting milk in with the force of a fire hydrant.

In Applejack’s room, Applejack was resting quietly on her bed, snoozing the day away after a hard day’s work yesterday. She earned it.

The door creaked open. A shadow appeared in the hallway. It sized up Applejack’s room before moving inside in silence, the only sound being its footsteps and light breathing.

Applejack snorted and muttered, hearing the footsteps, but not being awake enough to recognize the sound for what it was. She rolled over on her body … and her eyes widen as she felt something sink into her mouth. She looked up to see Fluttershy leaning over her, trying to press her breast into Applejack’s mouth.

“Fluttershy, wha -?”

“Ssh.” Fluttershy said, making an accompanying gesture. “Rarity and Twilight are in the other room dealing with Pinkie and Rainbow Dash. Just accept it, Applejack. Don’t fight it. I didn’t.”

Fluttershy sunk her breast further into Applejack’s mouth, and her breast spewed out a splash of milk. She proceeded to the same thing to Applejack as Rarity had done to her.

The Contessa waited idly in her cell, glancing out the window, admiring her nails while she waited for her prince.

“Ah.” She smiled when she saw the young guard from yesterday pass her cell. Running a hand over her hair to make sure it was good, she sashayed her way to the bars.

“Well, if isn’t my favorite little officer!” The Contessa greeted him. “Do you remember what I said yesterday?”

The guard blinked, confused. “I … think so? I don’t really remember anything you said to me.”

“Mmm, what a shame.” The Contessa said. “Would you mind answering a question for me? How long is it supposed to between shifts?”

The guard rubbed his head. “An hour, at most. Why?”

“Perfect.” The Contessa said. “Then we have plenty of time.”

The Contessa pulled down the zipper of her jumpsuit, letting her breasts hang out. “Take a look, officer. Take a gooood look …”

The guard fell under instantly, his arms going slack as his eyes were glued to the Contessa’s breasts. “I’m looking …”

“Good. Good.” The Contessa said. “Yes, you love staring at my boobies, don’t you? Yes, you do. You love it. You love them. You love my big boobs.”

“Yes …”

“Yes. The Contessa went on. “Staring at my boobs is making you hard. Soo hard. Harder than you’ve ever been, in fact. You can feel yourself filling up with hot masculine fluids … ”

A quick look at the guard’s pants and the throbbing bulge inside confirmed for The Contessa her powers were having the intended effect on him.

“You’re so hard …” The Contessa said pityingly. “And the only way to alleviate that hardness … is to orgasm near my breasts.”

The Contessa stepped back from the bars. “Why don’t you take out a key and come in?”

The guard, helpless to obey her commands, pulled out a key from his pocket and unlocked the cell door. He went inside and closed the door behind him, locking them both in.

The Contessa got down on her knees, looking up at him with a hungry, seductive expression in her eyes through her mask.

The guard undid his belt loop and let his pants drop to the ground. He pulled down his boxers next, letting The Contessa get a look at his pulsing erection.

“Oh yes.” The Contessa said lustfully. She could have escaped the minute he opened the door, but she wanted him for something. She stuck out her tongue and wiggled it towards his member, before retracting and pulling back. She raised up, cushioning his member on her soft breasts.

“Are you sure you want me to do this?” The Contessa asked. “If I do, you’ll be my slave.”

The guard looked down at her and nodded.

“Perfect.” The Contessa said. She wrapped her mouth around his tool, adjusting her lips as she sucked. She rocked her head, tugging and teasing at his member. She took it deeper, deeper into her throat, wrapping her lips around and kissing its length.

She looked at him with a begging expression in her eyes, telling him she wanted it.

Moved, the guard closed his eyes and did his best. “Oh … ooh!” He howled in pleasure.

His member pulsed in her mouth before shooting an amount of hot, vulgar fluid down The Contessa’s throat. The Contessa gulped it down without complaint.

“Mmm …” She moaned, pulling away from him. “Oh, what’s this?” There was a creaking noise from her jumpsuit. The zipper was forced down as her breasts swelled up in size, making her already sizable boobs into huge jugs.

The Contessa chuckled. She knew that was going to happen.

“Thank you … for your generous donation, officer. I’ll be sure to put to … good use.” The Contessa said. “Now, listen … my boobs have gotten bigger. Do you know what that means? The bigger they are, the more power they have. The more control they have over you. Understand?”

The guard nodded. “Yes …”

“You are under the complete and total control of my boobs, understand? You are my servant. My slave. My ...” The Contessa couldn’t help but chuckle. Even she found it a bit ridiculous. “My boob slave.”

The guard nodded again.

“Now … this jumpsuit seems it’s a little tight for me.” The Contessa said. “Wear it for me, would you?”

The guard nodded once more. The Contessa stood up as she pulled the zipper down and took the jumpsuit off before taking the guard’s clothes and ordering him to put on the jumpsuit.

The Contessa took out the key to the cell and put it in the lock. She unlocked the door and opened it, bringing the guard along. She made him walk in front of her and closed the cell. They passed by the Mane-iac’s cell, who didn’t pay them any attention.

They walked by another officer, who stopped and looked at them.

“Just taking him away to another facility. He’s been approved for a transfer.” The disguised Contessa explained without slipping up once.

The other officer nodded and continued on his way.

The Contessa made her way through the facility with her servant until they had both crossed the exit.

“Yes.” The Contessa hissed, raising his fist in victory. She grabbed the guard by the wrist and dragged him along. “Now, to continue with the rest of my plan ... “

“Mm …”

With the effects of the Contessa’s milk having spread out amongst all of the girls through the carrier Rarity, they laid down in the foyer, sitting down and admiring each others’ boobs. Their shapes, their curves, the growing they had done over the course of the last night. The milk they were now full of …

“Wow, Rarity …” Twilight giggled, resting her head on Rarity’s shoulder and trailing a finger across Rarity’s boob. “Your breasts are so big and soft.”

Rarity chuckled. “They are, aren’t they?” Rarity put a hand on Twilight’s cheek and rubbed it before grabbing Twilight’s head and pulling Twilight towards her chest.

“Mmm … I think a large chest suits you, Pinkie.” Rainbow Dash, gazing fondly at Pinkie Pie’s chest and leaning towards Pinkie.

“Aw, thanks, Dashie!” Pinkie Pie said. “I think a large chest suits you, too!”

Rainbow Dash blushed. “Uh, uh, sure … but not nearly as much as does you.” Dash purred.

Pinkie Pie stared, confused. “What do you mean, Dashie?”

Rainbow Dash facepalmed hard at Pinkie Pie’s oblvious. How hard was for her to tell when someone was flirting with her?

“How do you feel, Applejack?” Fluttershy asked, running a hand through Applejack’s hair, occasionally plucking a lock when she found a dead end.

“I feel good …” Applejack answered dreamily.

Rarity had just about brought Twilight to the end of her breast, getting ready to plant Twilight’s lips on her nipple …

Twilight’s eyes widened, overcome with a sudden moment of clarity. She burst out of Rarity’s grip and stood up. “WAIT! This is all wrong. We’re heroes. We’re the Power Ponies. We’re not supposed to sit around all day, gazing fondly at each others’ chest!”

“But …” Rarity complained. She put a hand to her head as resisting the influence of the spell gave her head pains. “No. You’re right. Something’s wrong with us.”

“But how are we supposed to fight it?” Pinkie asked while Rainbow Dash continued to lovingly fiddle her fingers around Pinkie’s chest. “I mean, we’re not ever sure what’s wrong with us!”

“Well …” Twilight put a finger to her chin. “We know has something do with milk … and boobs … our big, soft, bouncy, flouncy -” Twilight slapped herself across the cheek to get a hold of herself. “Anyways. What do we know about that?”

“Hey, wasn’t there a supervillain who did something with her boobs?” Rainbow Dash asked. “Like, the … the …”

“Yeah!” Twilight said. “The … the … oh, what was her name? For some reason I can’t think of it!’

“The Countess?” Dash suggested.

“No, that wasn’t it.” Twilight tapped her finger, unable to recall the villain’s name or figure out why she couldn’t remember it.

“I may not remember her name, but I sure do remember her face … and her huge boobs, ha ha ha!” Rarity laughed before placing a hand to her cheek. “I’m sorry, darlings, that’s not funny.”

“It’s okay, Rarity. We’re all a little loopy.” Twilight said. “We’ve got to figure out something to do about this.”

“I’ll go see if I can something to help.” Rarity said, getting up. “Maybe some candles for concentration or a shock collar or something.”

“I’ll do some research and see if I can find something.” Twilight said. “To the study!”

“And I’ll stay here and play with Pinkie Pie’s chest.” Rainbow Dash said, leering lustfully at Pinkie Pie.

Twilight glared at her.

“Uh … what I meant to say, I’ll go into the kitchen with Fluttershy and help her make some tea.” Rainbow Dash said.

“Ooh. That’s a great idea, Rainbow Dash.” Fluttershy stood up, being careful not to bump Applejack.

“Good. Except for one thing. You know how some people like to put milk in their tea?” Twilight asked.

“Yeah?”

“Don’t do that with your breast milk.”

“Yeah, we’ll probably be tempted to do that with … whatever is messing with our heads.” Rainbow Dash said.

“We’ll help each other stay focused.” Fluttershy put a hand on Rainbow Dash’s shoulder.

“Alright. Power Ponies, out!” Twilight waved her hand, and the group split up.

Half an hour, Rarity returned from the store, cackling like a madwoman and holding something in her hands.

“Hahaha! I’ve got it!”

“Already?” Fluttershy asked, leaning over to peek through the kitchen door. She glanced at the kettle on the stove. “The tea’s not even done yet.”

“Forget the tea.” Rarity said. Fluttershy took her at her word and turned the burner off. “I have the solution to all our problems!”

Twilight and the others came into the room to see what was going on.

“What’s all the hubbub?” Pinkie asked.

“Behold!” Rarity presented a DVD case in her hands.

Twilight took the case from her and read the title.

“‘So You’ve Accidentally Fallen In Love With Your Boobs; A Self-Help CD by Penny Pinch.’”

Twilight stood there, trying to process this information. “What kind of name is that for a self-help CD?” Twilight flipped the case towards Rarity. “Rarity, are you sure something like this is going to help us?”

“Positive.” Rarity answered with a nod. “I mean, it’s right in the title.”

“Don’t always believe the titles of things, Rarity.” Rainbow Dash said. “After all, if I had a dime for every book whose title lied to me …”

“Heretic.” Twilight snapped, pointing the case at Rainbow Dash. “Books are nothing but vessels of pure truth. Anyways … are we sure about this?” She held the CD case up.

“Trust me, girls.” Rarity said. “I’ve got a good feeling about this.”

“Oh, sure, we’re going to trust your feelings.” Applejack mocked Rarity.

“We might as well try it.” Twilight said. “After all, what’s the worst that could happen?”

Finding little to fault in Twilight’s reasoning, the rest of the girls shrugged and agreed.

They set the CD up in a radio and went into the foyer. They set out chairs for each of them to sit in, with the radio resting on a table they moved by.

“Here goes nothing.” Twilight said before pushing the button. “And Pinkie, remember, be quiet.”

“What? Me? I can be quiet! I can be totally -” Twilight and Rarity gave disapproving glares. Pinkie, getting the hint, moved her fingers across her mouth in a zipping motion.

“Hello.” A soft voice came from the radio. For some reason, Rarity thought it sounded familiar, but she couldn’t place her finger on it. “I’m Penny Pinch. Welcome to my CD, So You’ve Accidentally Fallen In Love With Your Own Boobs. If you’re listening to this, you’ve either got some confidence problems … or you took the title way too seriously.”

The girls all made upset expressions as the realization this CD was not going to help.

“But that’s okay, because I’m here for you.” The voice on the CD said. “We’re here for each other. Aren’t we? Now, the first thing I’m going to need you to do … is to relax. Take in deep breath. Inhale … exhale.”

The girls did as Penny Pinch instructed, taking in deep breaths before exhaling when told. They found her voice strangely relaxing for some reason, even if it wasn’t helpful.

“Next, I want you to close your eyes …”

The girls closed their eyes.

“And clear your mind. Clear your head. Purge it of all thoughts.”

The girls did as they instructed, attempting to push out any thoughts which might distracted them or made them lose focus.

The CD turned quiet for a few minutes. But after some time had passed, a quiet voice began speaking. It was too quiet to make out what it was saying, but the voice’s words were already ringing in their ears.

The voice grew louder …

“ … boobs …”

The girls, in a trance, made no reaction to the mention of this word, of this reference to their feminine flesh spheres.

The voice grew louder and clearer. It became apparent this was the voice of The Contessa.

“You … love … boobs.” The Contessa said. “And that’s okay. Who can blame you? Who doesn’t? They’re so round and soft … squishy and bouncy …”

“Yes …” Twilight repeated in a daze. “Round and soft.”

“You love your boobs.” The Contessa said. “After all, that’s what drew you to this CD, isn’t it? The title? Well, don’t fret, because I’m here to tell you it’s okay. There’s nothing wrong with falling in love with your own boobs. After all … they’re yours. They’re soft. They’re easy to stimulate. To just reach up there and grab and squeeze … ”

The girls, entranced, reached up at their chests and begin to squeeze and squish.

“Yes … it feels good, doesn’t it? To squeeze your boobs? And they’re in such an easy to reach location, unlike some things I could mention. Now … why don’t you give them the attention they deserve? I want you to take your boobs out of whatever restrictive clothing you have them in ...”

The girls did so, pulling their shirts off, and in Applejack’s case, unstitching her vest to let their orbs hang free.

“And put them up to your mouth … and suck.”

With no hesitation whatsoever, the girls grabbed their breasts and lifted them up to their mouths, where they wrapped their lips around their own nipples. A day ago, they couldn’t have done this, but Rarity’s milk from the Contessa made them all large enough to do so with ease.

“Love your boobs, dears, love your boobs. And don’t apologize to anyone for it.”

They sucked. They sucked and sucked and sucked, their eyes rolling upwards, moaning in pleasure. Their breasts were so sensitive, so easy to stimulate … they kept going at it until the pleasure was too much for them, and they passed out during their pleasured highs.

“Girls? Is everything okay? Fluttershy mentioned you were having problems and -” Spike asked, peeking his head through the door. He gasped when he saw they were all passed out on the floor. “Oh no!”

Spike ran up to Twilight and poked her in the arm, trying to get her to wake up. She made no response. Although it made him feel like a pervert with her increased cup size, he pressed the side of his head down into her chest, checking for a pulse.

“Well, her heartbeat is still strong, so that’s good.” Spike said. “I guess all I can now is just hope Maretropolis doesn’t need the Power Ponies anytime soon.”

Spike made a half-hearted attempt to wake Rarity up on his way out by stepping on her stomach - surely the discomfort would be enough to jolt her awake - but when he got no such luck, he headed into the living room.

He sat down on the couch and grabbed the TV remote, turning the TV and flipping the channel to the news to make sure they were no supervillains running about.

“And in breaking news, new supervillainess The Contessa has broken out of jail.” A reporter reported. A mugshot of The Contessa was put on the screen. “The Contessa quickly gained notoriety two days ago, where in an encounter with the superhero Radiance, she attempted to subdue Radiance with fresh breast milk. Unfortunately for the teenage boys at home, there was no video footage of the attempt.”

Spike observed The Contessa’s mugshot, tapping his chin as he struggled to remember. He was pretty sure he had seen her face before, but where?

“Oh no.” Spike said when he realized it. “Oh, don’t tell me - please no.”

Spike raced back to the foyer. He went to the table and picked up the CD case, observing Penny Pinch on the cover. He noticed her subdued, normal-looking clothing … a blue striped shirt, an open yellow summer coat wore over it … her blonde hair laid down.

“Hmm.” Spike said. He placed his hand on the case, covering the blonde hair. He gasped when, without the hair color to distract him, he saw Penny Pinch’s face was a dead ringer for The Contessa’s mugshot.

“Oh, this is bad, this is bad.” Spike put the CD down and hopped in place. “What do I do!? There’s no way I can fight The Contessa by myself. I mean, breast milk? I’m a young teenaged-to-young adult male! All she has to do is show them off, offer me some, and then punch out my clock when I blindly and lustfully walk towards her to take her up on her offer!”

Spike paused. He cupped his chin.

“Okay, maybe I’m not that bad. My heart is still set on Rarity, after all, but still! If she can trick the girls into listening into her CD and get out of jail by herself, she’s probably above my power level! Oh, I got to think of something, and fast!”

Spike walked out of the room, scratching his head as he scratched his brain for ideas.

The girls started coming to.

“Ugh …” Twilight groaned. “What happened?” She rubbed her head as she pushed herself. Her pupils became pinpricks when she remembered what happened. “Oh no. Now I remember.”

So you do. The Contessa’s voice echoed in her head. But it’s too late now anyway.

Twilight whipped around, scanning the room, trying to find The Contessa. “Contessa! Where are you, Contessa?”

In your head. The Contessa answered. And, I suppose, depending on how you think about, in your breasts, as well.

“What have you done to us?” Twilight demanded.

Oh, nothing. The Contessa said. Just spread my milk through you and tricked you into listening to my CD, after which you’ll all become my dependent little boob slaves.

“You fiend.” Twilight hissed. A generic response, perhaps, but it was all she could think of.

That’s right. The Contessa answered. And it was all so easy, too. All I had to do was give Radiance a sample of my milk which I whipped especially for her, which gave her a copied, though reduced version of my powers. I called the bank and told them I was going to rob them, just to be sure you and Radiance would be there. And then I just needed to be sure you wouldn’t be able to figure out how to cure her before she was compelled to fed all of you. And then after that, it was easy to call her over to me when you were looking for a ‘cure’ and to give her the CD.

“You …” Twilight make a connection. “You used your powers to keep us from remembering your name earlier, didn’t you?”

That’s right, dear. I didn’t want you thinking about me again already until it was time.

“How do we fix this, Contessa?” Twilight demanded.

Now why would I tell you that, dear? Besides, aren’t you happy? Aren’t you enjoying yourself? Doesn’t your friend Radiance have nice, big, kissable, suckable boobs?

“Y-yes.” Twilight stuttered, flustered. “I mean, no!”

Go ahead and give them a nice suckle, dear. You know you want to.

“Gladly.” Rainbow Dash said, grabbing Pinkie Pie’s chest.

Pinkie Pie looked down at Rainbow Dash’s hands on her breasts. She finally got the hint. “Rainbow Dash, are you trying to tell me something?”

“Took you long enough.” Rainbow Dash said.

Twilight twitched, gritting her teeth as she tried to resist the urge. Rarity smiled at her, far deeper into The Contessa’s spell. She took out a thing of purple lipstick, uncapped it, and applied to Twilight’s mouth.

Twilight bit her lip, trying to fight it. But she couldn’t. The urge, the desire was just too strong. She began to kiss Rarity’s breast, leaving kiss marks all around Rarity’s nipple.

Enjoy, darlings. I’ll be there in person for you soon, and don’t forget; love your boobs!

“Urgh.” Twilight groaned, struggling to pull away from Rarity’s almost magnetic breast. “In person? We’d better get suited up, girls. The Contessa may be in our heads, but she still doesn’t know our secret identities.”

“She doesn’t?” Pinkie asked.

“No. She still called Rarity ‘Radiance,’ remember? No reason to make it easy for her.”

“Twilight’s right.” Rarity said. “We should get dressed.”

Outside the Power Pony Mansion HQ, The Contessa arrived at the front steps, clad in her outfit, and with her enslaved guard.

“So, this is where it is.” The Contessa said.

She walked up the steps, shaking her hips as she did. She pushed open the double doors and went inside, the guard following her dutifully.

The Contessa wandered through the house, including the living room, looking for the Power Ponies. She went into the foyer and found the chairs set up. She went over to the table, picked up her CD, and admired with a smirk before putting it down and going into the kitchen.

“You might as well come on out, Power Ponies.” The Contessa called. “There’s no use in trying to hide.”

Below The Contessa’s feet, in the underground basement which contained the Power Ponies’ real base, Radiance began to move towards the exit.

“What are you doing?” Matter-horn and Saddle Rager grabbed Radiance by the arms and held her back. “You can’t go out there!”

“I just want to say hello!” Radiance complained. Matter-horn shook her head.

Above ground, The Contessa chuckled. “There’s no use hiding, Power Ponies. I know you’re here. Part of the effect of my spell is that I can practically feel you.”

The Contessa rubbed her hands together in anticipation. She took her finger and thumb and pinched her nipple, making a little spurt of milk leak out, soaking her costume.

Below ground, the same thing happened to the Power Ponies, each of their breasts giving off little splashes of milk which brought pleasure to them.

Matter-horn and Saddle Rager let out moans, quite pleased with the feeling.

“Then again …” Matter-horn said, her legs wobbling. “Maybe just saying hi wouldn’t be so bad.”

The Power Ponies, compelled, made their way out of the underground base and into the kitchen, where The Contessa was waiting.

“Excellent.” The Contessa clapped her hands. “Now that you’re all here, you can all be made into my boob slaves.”

“Never.” Matter-horn said. “We’ll never serve you.”

The Contessa smiled. “Is that a fact?” She snapped her fingers, and milk sprayed out each of the Power Ponies’ engorged chests. Moans filled the air.

Matter-horn clutched at her right breast, wincing and looking up at The Contessa through one open eye, the other closed in discomfort as she was made to lactate. “W-what’s your plan, Contessa? Your goal? Your endgame?”

“My endgame?” The Contessa said, sounding surprised. It was an act, as she smiled. “Why, to be the very best villain in all of Maretropolis! Think about it. I, The Contessa, was the first to bring down the Power Ponies - for good! Oh, I’ll be the envy of every villain in the circuit! And more than that, I didn’t just bring them down …”

The Contessa walked towards Radiance. She gently cupped Radiance’s chin before bringing her hand down and harshly squeezing Radiance’s breast, making an excess of milk pour out, soaking Radiance’s costume. The milk trailed down, creating streaks of wet patches. Radiance moaned loudly.

“I made them mine.” The Contessa said. “There’ll be no one to stop me. When you as my servants, I can commit whatever crime I want! The cops won’t be able to stop me. None of the other supervillians have ever gotten close to taking you down by themselves, and they’re too dishonest to work together with each other for more than hour or two at most. Why, I can practically rule this town!”

The Contessa pulled up a chair and sat down, crossing one leg over the other.

“With you as my enforcers.” The Contessa said.

“N-never.” Matter-horn said, even though she was still obviously struggling with the pleasure coming from her leaky breast. “The - the Power Ponies will … always prevail!”

“Oh, will they?” The Contessa said, faking the sound of being worried. “Gosh, I had no idea! Saddle Rager, make us all some tea, would you? Everyone else, you’re free to sit down.”

“Finally.” Saddle Rager said as she went to the stove. “I mean, honestly, why is it so hard to make a good cup of tea around here without being interrupted?”

The rest of the Power Ponies followed The Contessa’s instructions, pulling out seats and sitting down. They remained unable to to strike her, even though she was inches from them, and each of them wanted to punch the smug expression right off her face.

“Since we’re going to be working together from now on, we might as well get to know each other.” The Contessa said. “Tell me about yourselves.”

“We’re the Power Ponies.” Zapp said, her arm holding up her breast. “And we may not know how, yet, but we’re gonna beat! The Power Ponies never give up!”

The Contessa rolled her eyes. “Again with more of the same superhero drivel. I guess it was too much to hope to have actually interesting conversation.”

“I can give you an interesting conversation!” Fili-Second said. “I’ve had lots of interesting conversations! In fact, people everywhere always me that talking to me was ‘interesting’ for them, and I’m not sure, because I don’t really think of myself as that interesting. I mean, I’m interesting, but not THAT interesting. Oh! And speaking of interesting, that reminds me of that one time, with my sister -”

“Oookay, that’s enough of that.” The Contessa held out her hand. “I do believe I just learned more about Fili-Second than I ever needed to.”

“Welcome to our lives.” Matter-horn muttered. “Say, can I ask you a question, Contessa?”

“You may.” The Contessa said. “But you may not like the answer.”

“Why are you doing this?” Matter-horn asked. “I don’t mean like, ‘why, why, how could you do this’ but … why? What drives you? What’s your origin story? How did you get your powers?”

“Ah.” The Contessa said. “Well, that’s certainly a more than fair question. As for my powers, as far as I know, I was born with them. I didn’t discover them until one day in high school, the local bully, a blonde cheerleader, in every sense of the stereotype … well, one day, she decided to play a cruel prank on me, and I ended up with my boobs exposed in front of half my class. They laughed. And when I begged them to stop laughing … they did. Naturally, I decided to experiment further from there, and eventually … I figured out I had mind-controlling boobs that I could make lactate at will. And the bully became the bullied.”

The Contessa put a hand over her forehead, laughing. “Oh, it was so much fun to go into the girls’ bathroom, wearing something low-cut to show off my cleavage, and make her beg me to take it off! She wanted to see them so badly! Oh ho ho … anyway. After we graduated, we went separate ways. And I decided to become a criminal. I thought, with my powers, I could get away with anything. I mainly just stuck to petty theft. You know, stealing some nice jewelry, some cash, using my boobs to make the victims forget I ever robbed them …”

“So that’s why we never heard of you before.” Matter-horn said.

“Yes.” The Contessa said. “And so I just kept doing that …”

Abrupt and without warning, The Contessa stood up.

“And then the supervillains showed up. And then you showed up.” The Contessa pointed at Matter-horn. “Suddenly, just stealing wasn’t enough. I had to go bigger, better. I had to up my game if I wanted to play with the big girl league. So, after practicing with a different victim every few weeks, and working on my secret identity, I devised a plan. The plan that I’m enacting now. A plan that would leave no doubt that I could play with the big leagues. The same plan you’ve been falling into the last few days.”

The Contessa smirked at her.

Saddle Rager coughed quietly. “The tea is ready.”

“Ooh.” The Contessa rubbed her hands.

Saddle Rager brought a tea tray to the table and set it down, steam wafting its way out of the tea kettle. She gently began pouring cups for everyone.

“Say …” Mare-velous said. “I got a question. How come y’all haven’t made us take off our masks yet?”

The Contessa waved her hand. “Oh, please, darlings. I’m not interested in what you are in your day to day lives. No! I’m interested in your superhero personas. If I made you take your masks off, well … you’d stop being the Power Ponies. You’d just be … people … and that’s not nearly as fun or interesting to play around with!”

“So, if we took our masks off right now, it would ruin your fun?” Mare-velous said, threatening The Contessa by reaching a hand towards her own mask.

The Contessa chuckled. “A little bit, darling. But you shouldn’t bother. And you shouldn’t have done that. Good slaves need to know not to threaten their mistress.” The Contessa looked at Saddle Rager. “Saddle Rager, pull your shirt down. Mare-velous, go up to Saddle Rager and put your hands on her breasts.”

“No.” Mare-velous said, only to stand up anyway and march over to Saddle Rager, who was busy working on her own command. “Alright, we done it, now what do you want?”

The Contessa smiled. “You know how some people like to mix milk with their tea …?”

Mare-velous and Saddle Rager’s eyes widened.

“Oh no.”

“That’s right.” The Contessa nodded. “Mare-velous, squeeze Saddle Rager’s milk into the teacups.”

“Oh … I’m sorry about this.” Mare-velous groaned as she cupped Saddle Rager’s breasts and jerked Saddle Rager, aiming her at the cups.

“It’s okay.” Saddle Rager said. She let out a loud moan, her cheeks blushing a dark red, as Mare-velous squeezed her breasts, making her shoot squirts of milk into each cup. Mare-velous was made to be sure to hit each cup once before stopping and being allowed to take her hands off Saddle Rager’s chest.

“Ah, you’ll get used to to being my slaves in time.” The Contessa said.

“Oh, yeah?” Mare-velous said, feeling more confrontational after having to handle Fluttershy in such a manner.

“Yeah.” The Contessa said.

“Well, what’s stopping us from taking you right now?” Mare-velous said. “I say we get her, girls!”

“Yeah!” The Power Ponies cheered, all of them standing up.

The Contessa chuckled. “You seem to be forgetting something. What’s stopping you from taking me … is this.” The Contessa reached up and squeezed her breast, forcing milk out of it. This made milk ejected from all of the Power Ponies’ chests, and they were left standing in the floor on wobbly legs, unable to do anything against Contessa as they given pleasure from their leaky, milky boobs.

“Now, I have something special planned.” The Contessa said. “Radiance, come with me. Everyone else, stay here and drink your tea.”

The Contessa and Radiance walked out of the room. But not before The Contessa stopped by the door and looked back to the other girls.

“Your milky tea.” The Contessa said with a wink before departing.

The girls lifted up their cups to their mouths. They winced and scowled and grimaced before sips of the muggy, milky tea. Once they sipped, they couldn’t stop, lifting the cups until they had drained them all. Getting such a strong dose of milk all at once overwhelmed, and they slammed their cups on the table, tea dribbling down their chins. It was no good to resist. The Contessa had complete control of them. Of their bodies. Of their boobs. It was like The Contessa’s huge boobs were pressing down on their minds.

The girls begin to rub their chests.

“Love your boobs …” Matter-horn mumbled The Contessa’s earlier command. She probably had the worst effects of them, as milk began jetting from her chest at massive volume with enormous pressure, getting her costume all soaked. Twilight knew it was technically impossible for her boobs to orgasm, but ... that was what it felt like.

“Yes …” Saddle Rager moaned, looking down at her chest with newfound appreciation for the slope of her breasts. “Love your boobs …”

“So, Radiance …” The Contessa said as she guided Radiance into the living room. “Can we talk?”

“Sure, Mistress.” Radiance said.

Contessa nodded, walking around Radiance in circles. “That’s a good start. I’m going to admit something here, Radiance … I had one more reason for concocting this plan of mine.”

“What’s that?” Radiance asked.

“Radiance … you’re smart. You’re sexy. And like me, you own your sexuality. And let’s face it, you were busted and curvy even before I got my milk in you.”

The Contessa stopped circling Radiance, stood in front of her, and cupped her cheek. “I want you to be my number two. My right-hand woman. My partner.”

Radiance giggled. “Okay! I am, like, totally down for that!”

The Contessa hemmed. “Hmm. Well, you see, it’s not quite that easy as getting my milk into you and making you my blindly following servant … you see, my partner has to be willing to do anything … to go all the way, even if it might hurt … to do anything to anyone … that’s why …”

The Contessa snapped her fingers. The guard walked into the room.

“For your test, you’ll be … pleasing this gentleman officer I stole from the prison.”

“P-pleasing?” Radiance stuttered. “Pleasing how?”

The officer went for his belt loop, undoing the latch. That removed any uncertainty.

“Oh my …” Radiance said. Her cheeks flushing. “Contessa, darling, I’m not sure that I can-”

“But you can.” Contessa said, placing her hands on Radiance’s shoulders. “Just … just look at my boobs for a minute, Radiance. You can do this. And I suspect you’re going to like it.”

Radiance looked back to the officer. He dropped his pants and undergarments, exposing his large member.

Radiance’s mouth made a ‘o.’ “Oh my … I … suspect you’re right about, Contessa.”

“Excellent. Glad we see eye to eye.” Contessa backed away from Rarity. “Well, go after each other.”

“Oh, wait, wait. First …” Radiance took out her lipstick and applied it, giving her lips a purple shine. She popped her lips, smacking them together. “Ah. Okay, now.”

Radiance walked towards the guard. Looking up at him, she got down on her knees. She eyed his member for a bit before taking it into her mouth, wrapping her lips around the tip. Working him up, she slowly brought her lips over more and more of him, taking his entire equipment between her shined-up lips.

“That’s it. Really suckle him hard. Really get a taste for it.”

Radiance moaned, bobbing up and down, enjoying the feeling of his member pulsing on her tongue. The guard moaned, feeling himself twitch.

The Contessa cupped her chin. “Use your boobs more.”

Radiance grew irritated. Taking her lips off him with a smack, she turned to him. “Do you not think I understand the basic concept of oral sex? Quit backseat sexing!”

The Contessa threw her hands up. “Okay, okay, sorry.”

Radiance resumed her focus on the throbbing equipment in front of her. Taking it deep inside her, she reluctantly took the Contessa’s advice and lifted it up, nestling his equipment between her buzzoms. She bobbed up and down like a snark, her soft breasts rubbing against his hardened tool …

“Oh … oooh!”

Radiance could feel it. He was close now.

“Ooooh!”

His throbbing member shoot a load of hot, almost boiling seed down Radiance’s accommodating, lustful throat. She moaned, her body shivering as she was filled up with delicious spooge, the tool pumping her full of heated, vulgar fluid. It seemed to gather up in Radiance’s stomach, making her feel more full and bloated than she really was.

Radiance popped her mouth off him, moaning and gasping for air.

“Who’s a good bimbo?” The Contessa asked.

“I’m a good bimbo. I’m a good bimbo. I’m a good - Mmf!” Radiance was silenced by the guard shoving his pulsing, throbbing thing into her mouth and releasing a second load of steamy spooge straight down her throat. Radiance swallowed it with enthusiasm, enjoying the feeling of being made to please. Of existing for the sexual pleasure for herself and others …

“Ah …” Radiance moaned when the guard took his equipment out … and stayed out this time. “It’s so good … so … sweet.”

The Contessa chuckled. “Excellent, darling.”

“Ooh!” Radiance squealed, feeling her breasts surge in size again. They ripped their way through her costume, exposing her hanging boobs and huge nips. They were gigantic.

The Contessa chuckled again. “Yeah, that happens. It’s a side effect of my powers. Now … we’re going to go out for a night on the town.”

The Contessa got behind Radiance and lifted her up, cupping Radiance’s boobs from behind and below.

“But first, I’m going to take advantage of your, big, sensitive boobs and squeeze to make you orgasm … again … and again … and again.” The Contessa purred.

The sound of glass shattering sent everyone into a panic.

“Get down!” The Contessa, demonstrating she wasn’t completely stone-cold heartless, her first instinct was to tackle Rarity to the ground.

Something landed with a thud next to them. After being sure they weren’t grenades or bombs thrown at them, The Contessa got off Rarity and looked around.

“A brick?” The Contessa questioned, picking the brick up. There was a note attached.

Dear Contessa,

Bet you can’t catch me! Nyeh nyeh nyeh!

There was a doodle of a child with his tongue stuck out.

Signed, Humdrum.

“Humdrum!” The Contessa pressed a palm to her face. “Of course! How could I have forgotten about Humdrum?”

The Contessa paused.

“Well, he doesn’t have boobs for me to corrupt or control …”

The Contessa paused again.

“Plus, I don’t really have the knowledge to make a gender-bending ray or portion or something. To me, my slaves!”

The Contessa gathered up the Power Ponies, and the guard, and headed outside, bursting the door open.

Humdrum was there, all decked out in his outfit, his cape billowing heroically in the wind. The effect was undercut when he put his thumbs to his mouth and blew a raspberry at The Contessa. He turned and ran away, rounding a corner.

The Contessa growled. “Get him!” She pointed a finger before she and her slaves marched after Humdrum.

They reached the corner, catching a flash of Humdrum’s cape as it trailed behind him, before turning the corner themselves.

There, they found Humdrum standing with his arms crossed, a smirk on his features.

And behind him, standing tall on her variable length hair tendrils, wearing her usual outfit instead of a prison jumpsuit, was the Mane-iac, her arms also cross and her expression the same.

The Contessa smiled nervously and chuckled. “Eh-heh-heh. Uh … Power Ponies, get her!” The Contessa pointed at the Mane-iac.

“Oh, gosh, Radiance, I just love your boobs.” Matter-horn said.

Radiance giggled. “Why, like, thanks, Matter-horn! They are, like, totally huge, aren’t they?”

“Mmm … your chest is so soft, Fili-Second.” Zapp said, rubbing Fili-Second’s chest before burying her head into it.

Fili-Second signed. “I get it! You have a crush on me!”

Saddle Rager, meanwhile, alternated between cupping Mare-velous’ breast and stroking a hand through hair in silence.

The Mane-iac grinned. She reared up her tentacles and launched them forward, snapping at the Power Ponies’ and knocking them in one single hair-based punch.

The Contessa grimaced. The Power Ponies were too distracted by their own boobs and bodies to use their powers and be efficient fighters. Which, granted, was 50% of The Contessa’s plan, to make fighting inconvenient for the Power Ponies, but it wasn’t supposed to be inconvenient for her!

“So …” The Mane-iac drawled, skulking forward on her tentacles. “Incompetent, am I? A has-been, am I? I’ll show you who’s really the incompetent one here! And for Celestia’s sake, woman, cover up!”

“I, uh, er … well. I’ll not be shamed for being proud of my body!” The Contessa pointed a finger at the Mane-iac. “I am beautiful, and I know it, and I’m not afraid to show it off, no matter what the prudes say!Express your feminine sexuality! Take down the patriarchy!” The Contessa raised her fist in the air.

“Ordinarily, I might be inclined to agree with you.” The Mane-iac said. “But when you put that costume on and identify yourself and act as a supervillain, you are representing a thriving business community. Your actions affect all of us. Tell me, what’s gonna happen if Lex Luthor passes by town one day looking for new members for the Legion of Doom, and I put in my application, and he looks at me and says, ‘Your powers are good, your track record is good. Where are you from?’ And I say, ‘Maretopolis’ and then he says “You mean that crazy city where the villainesses walk around with nothing covering their chests? Sorry, no thank you, the Legion of Doom is a family-friendly organization.’ And then I’ll have missed my chance to be in the Legion of Doom!”

The Mane-Iac glared. “Do you realize what an honor that is to be in the Legion of Doom? And it won’t be my fault, either! No! The fault will be all on you, for misrepresenting the supervillain population of Maretropolis! I’ll not be denied my Legion membership just because you found wearing a shirt a bit too stifling that day!”

The Contessa, realizing she was completely doomed, could only give a nervous chuckle. “I’m, uh, sorry?”

The Mane-iac gave false reassuring smile. She raised up one tentacle and lashed it around The Contessa’s midsection. Mane-iac lifted Contessa up with the tentacle, and proceed to alternate between slamming The Contessa into the concrete and slamming her into the side of the nearest building.

“Thus, thanks to the efforts of perennially-overlooked Power Pony sidekick, Humdrum, and their arch nemesis the Mane-iac, out from prison on a special plea deal in exchange for her help against the villain, new villainess on the block, ‘The Contessa’ was defeated. With a little outreach from the rest of the superhero community, a way to undo the effects of her …”

The reporter turned to the side. “Is this for real? Oh. Okay, this is for real. Ahem. To undo the effects of her breast milk was found. She is now in prison, where she is under tighter restrictions now that the extent of her powers is known, including an anti-lactation pill designed by Maretropolis’ very own Twilight Sparkle. This has been J. Jonah Jameson Junior reporting. Stay tuned for my contractually obligated anti-Spider smear ads.”

“Wow!” Twilight Sparkle exclaimed, sitting on the couch with the rest of the girls and Spike. “That was amazing, Spike! How did you know the Mane-iac would agree to help fight The Contessa?”

Spike shrugged. “Well, something just told me she wasn’t gonna let some newcomer take out her archenemies.”

“The reporter wasn’t kidding when he said you were perennially overlooked, Humdrum.” Rainbow Dash ruffled Spike’s hair.

“Yeah!” Twilight said. “Although, there is one thing I’m curious about.”

“What?” Everyone else asked.

“When The Contessa came to our mansion, she took you away to another room for something, Rarity. What was it?”

Rarity blushed, smiling and turning away. “Oh, you know … just … villain stuff. The usual ‘rule by my side’ sales pitch.”

“Uh-huh.” Twilight nodded, noticing Rarity’s blush. “I’ll let you have your secret. But I guess all’s well that ends well.” Twilight kicked her legs back and leaned into the couch.

Indeed, Twilight Sparkle. All’s well that’s ends well. And so, once again, the day is saved thanks to … The Mane-iac, Humdrum, and The Contessa’s lack of foresight regarding who she insults in prison.

But what’s this? The Maretropolis Supermax prison? The Contessa? Goodness! Is this not the last we see of The Contessa? Could this be … a cliffhanger? A sequel hook!?

… Nah, not really.

Goodnight, and drive safe!

Author's Note

The Contessa can actually be kind of a terrifying villain if you think about it. I mean, her shtick is mind control cleavage, which sounds silly, but she actually almost won and would have the Power Ponies as her servants if not for Humdrum. In fact, I was originally going to make this into a straight-up Dark story where The Contessa ambiguously won, arriving at the mansion and siccing Rarity on Spike to deal with him. I ended up changing the ending because as I wrote it, I realized it had enough silly moments I could probably get away with making it a Comedy instead, and putting the Mane-iac in the ending gave more meaning to what had been only a cameo appearance in the prison.

Also, a villain named Contessa who can hypnotize people? Why yes, it is in reference to Sly Cooper, thanks for noticing.

Special thanks to Carliekoopa and Toon Crazy for helping to come up with The Contessa's civilian name. But much like (some) versions of Batman and sometimes Superman, the name is just that; a name. The Contessa is her real self; anything other is a mask.