Less Common Superpower

by Citrus Recluse

Rating: mature
Tags: Original Character, Rarity, Adventure, Crossover, Sex, My Little Pony: Friendship is Magic, Dark, Alternate Universe, Human, Other
Length: 11920

The Contessa has been humiliated, but not humbled, imprisoned and subject to testing to ensure her powers don't let her take over again. But a chance meeting with a like-minded villain will give her the chance to break out and take her revenge.

The Contessa has been humiliated, but far from humbled, imprisoned and subject to testing to ensure her powers don't let her take over again. But a chance meeting with a like-minded villain arriving at the facility will give her the chance to break out and take her revenge, oh yes ...

Starting with those Power Ponies.

Especially that lovely Radiance.

Warnings:
[Lactation] [Mind Control] [Breast Expansion] [Male Expansion] [Oral]

Published 2016-11-20 01:00:01 UTC
Last updated 2016-11-20 01:00:01 UTC

No Ridiculously Named CD's This Time

Two guards carried the Contessa by the arms and onto a rack, where she was set in and was restrained, a lead sheet wrapped around her torso, a scientist making a note of her arrival on a clipboard. He walked up to the machine.

"Ready, Miss Pinch?" The scientist asked.

"My name is the Contessa." The Contessa snarled.

"If you insist." The scientist pulled the lever down, and Contessa scowl as a green beam waved over her body, scanning and giving her an x-ray. She found it humiliating.

As the guards undid the latch and carried her away from the slab, the Contessa reflected on how she had gotten into this situation. Her plan, her brilliant plan - to take over the minds of the Power Ponies with her addictive milk and hypnotic breasts which few could resist - had failed. Why did it fail? Humdrum. Humdrum was how it failed. She wouldn't make that mistake again.

The staff at the Maretropolis prison had been taking her out and subjecting her to tests and scans and all sorts of fill-in-the-blank-agrams to attempt to learn how her powers worked in order to block and counter them, in the event she should escape, or someone with a similar set of powers showed up one day to menace Maretropolis. The Contessa wished she could say they were just doing it to look at her body, but that would be a lie. If they were, she might have had a chance of escaping, but the guards and scientists designated to work on her were dedicated to their jobs and professional - they didn't react to any of her flirtations, no matter how sultry she got. Maybe it wouldn’t be so bad if she could just let her milk out every now and then, but she had been put on a medical regimen, where she was given pills which prevented her from getting her milk out of her breasts, and any milk that slipped through the cracks was stuck inside her until she asked for permission for the guards to take her away to a designated area where she'd be put in cuffs and drained of her milk to keep her from using it!

The Contessa was soon thrown back in her cell, the guards bidding her good day. She put her hands on the bars and watched them go.

"Come on, Nina. Quit struggling."

"How dare you! Do you know who I am?" A villainess shrieked, being wheeled into the prison on a trolley, restrained. She had a cat-like face, with large, orange hair, and tape wrapped around her massive breasts, trying to push them down, though the tape's effectiveness was questionable. "I am the Mighty Endowed! And you will obey me!"

"Yeah, yeah."

The Contessa watched as the Mighty Endowed was wheeled past her cell. The Contessa thought she would have been immune to the charms of someone else who had all her own features, but she was drawn to Mighty Endowed's chest. She wanted to touch them, to nurse them, to suck them.

The Contessa sighed, figuring she would never get that chance as long the guards were watching.

The next day at lunch, the Contessa was sitting on the bench, eating her gruel like a good prisoner. She was surprised when the Mighty Endowed was allowed to walk freely and decided to sit down next to her, an iron vest around her chest.

"Hey." the Contessa greeted her.

"Hey." Mighty hissed, running her spoon through her food.

"Saw you come in the other day." The Contessa said. "The Mighty Endowed, huh? What're your powers?"

"I can control men's minds by flashing my massive, meteorite-given boobs at them." Mighty answered.

"Really?" the Contessa asked, growing intrigued. "I have similar powers, though mine didn't come from a meteorite. And ... I can control women, too."

"Really?"

"And it helps to be able to make milk at will." The Contessa winked. She looked down at her chest. "Or at least it would if I could, but I can't with these stupid pills they’ve got me on!"

"Tell me about it." Mighty said. "They're making me wear all of these ridiculous vests and things so I can't use my boob flash."

"Hmm." the Contessa glanced the door to see what the guards were doing. They weren't paying too much attention to her and Mighty, keeping their eyes on some of the higher-listed, more obvious threats like the Mane-Iac.

"I have an idea." The Contessa whispered. "My milk, if you drink it, will make you produce milk too, and it will have all the same properties ... including the ability to take control of people. They won't be expecting you to have any milk, so maybe, if we can find something to let me leak a little milk out without being noticed, and then you can slip your chest and squeeze it out from your restraints, and maybe help us both get out of here."

"Mmm." Mighty scratched her chin.

"What do you say?" the Contessa asked. "I scratch your back, you scratch mine?"

"I like the cut of your jib." Mighty said. "But how do you propose to do it?"

“Well, as it happens …” The Contessa said. “I happen to have a contingency plan. I have a friend on the other side who should be sending something into the prison to help me out. It should arrive today, in fact. And it will be a lot easier if you get involved, because they’ll be watching me for milk like a hawk, but you … ”

“I see.” Mighty said, resting her head on her hand.

Later, the guards were sorting through the prison mail. They found an envelope addressed to The Contessa with a lump in it.

“Huh. Even got her friends calling her that on their letters.” One of the guards said before tearing into the envelope and pulled out the contents - a harmonica.

“A harmonica? Seems a bit … stereotypical.” The other guard said.

“Perhaps, but we should still check it out.” The guard shook the harmonica, hearing it rattle. He held it up to his face and looked inside, finding nothing amiss. He put it to his lips and blew a few off-key notes, making his partner wince.

“Seems fine to me.” The guard said.

The Contessa was sulking in her cell, lying with her body turned away from the door.

“Hey, Countess.” The guard said, knocking on the cell.

“Contessa.” She corrected him, rising up and turning over.

“Whatever.” The guard waved his hand. “Got something for you.” He held up the harmonica.

The Contessa let out a slight smile, but she just as quickly hid it, clearing her throat. “I see. Well, toss it in, then.”

The guard attempted to slide the harmonica through the bars, but it was just wide enough it wouldn’t fit. The guard frowned. “Cover me.” He said to his partner, taking out his keys and unlocking the door. He opened the door and they both went inside.

“Here you go.” The guard handed the Contessa her harmonica, his partner hands twitchy and ready to pull out his weapon at a moment’s notice.

“Thank you, dears.” The Contessa said with a smile. She blew a few notes on the instrument. The guards turned around.

The Contessa quickly popped the harmonica out from her mouth. She wrapped her hand around the instrument, and slammed it into the brick wall, shattering it and letting out a small white capsule drop out. The Contessa snatched the capsule and popped it into her mouth. She gulped it whole and let out a relieved sigh. “Ah … guards? One more thing?”

“Hmm?” The guards stopped and turned around. The Contessa wrapped her arms around their necks and pulled them forward, planting their mouths on her exposed, milk-leaking breasts, spewing her product into their mouths. Of course, with powers like hers, she had to have become an expert in getting undressed quickly.

“Aaah...” the Contessa gave a long sigh. “Oh, it feels so much better to be able to leak again … drink up, dears, drink up. Yes, didn’t see that one coming, did you? I have a very good friend who happens to be a scientist herself, so it was a simple matter of her figuring out how your pills worked. How to make a fast-acting agent to counteract it, fast enough I could get some milk flowing before you left, and get it into the prison without any of you noticing.”

The guards moaned, their eyelids fluttering. Bulges raised up in their leggings. Their bodies rocked and shook, and deep stains started to spray over the insides of their pants.

“Oh my.” The Contessa said confidently, taking in a deep whiff of the scent of musk as the guards gave in completely. “Having a little trouble controlling ourselves, are we? That’s fine, just fine, dears. I have lots of ways to control you ... but when you orgasm while sucking on my tits, or having sex with me at all, my hold over you practically quadruples. Something to do with endorphins, I think. So go ahead. Drink up ... and cum as much as you like."

The guards moaned again, falling off the Contessa's breasts and down to their knees as they orgasmed again, almost doubling over pleasure, milk still spraying from the Contessa's nipples.

"Now... It would mean so much to me if you two would go up to wherever you keep the records, and change it so slightly as to say that I’ve had my pills for the next, oh, four hours or so? Yes, I think that will be enough time. Not to mention having you two forget this happened or why you’re doing it.”

“Yes, mistress.” The officers droned.

“Oh, one more thing before you go.” The Contessa said. “Get me that lovely Mighty Endowed, would you?”

The guards nodded. They left the Contessa’s cell and returned with the Mighty Endowed.

“Oh, mmm. I can’t wait to get a feel for your massive boobs, Mighty …” The Contessa said.

“And you can. Later. We’re trying to escape right now, remember?” Mighty asked.

“Of course.” The Contessa gestured at her chest. Mighty leaned in and worked on suckling Contessa’s milk out, licking at her nipple and lapping up the milk.

“Mmm … this is some good stuff.” Mighty licked her lips. “Oof!” She grunted and cupped at herself when she felt the milk beginning to take effect, stains appearing in her prison suit as milk leaked from her.

“And … however mutation affected you, it seems to made you immune, or at least resistant, to the more trance-like effects of the milk.” The Contessa. “Interesting. If I were a scientist, I might try to look more into it … but I’m not, and I don’t care. Right now, all that matters to me is our escape.”

“Well,” Mighty popped her lips off, wiping the milk off her chin. “I think that’s enough. I’ll come get you after I’ve put this stuff to work on a few more of these chumps.” Mighty waved at The Contessa, letting the guards walk her back to her cell, cupping her breasts as she felt the milk inside them.

The Contessa grinned to herself. Now all she had to do was wait …

Flying in the sky high above Maretropolis, the Kryptonian hero Power Girl flew through the clear blue sky, passing the city on her way to a superhero convention when she noticed smog rising up from a building. Looking down, she saw the roof of a building on fire, with someone trapped on top.

"Help!" The woman cried.

Thinking nothing of how odd it was only the top of the building was flame, Power Girl dove down and scooped the woman up in her arms. Power Girl took in a deep breath and blew out the famed super breath of her cousins, blowing the flames out.

"Are you alright, citizen?" Power Girl asked.

"Oh, I'm fine, thanks to you, Power Girl." The woman said.

"You're welcome. Is there anything else I can do for you before I put you down?"

"Well, there is one thing you can do for me ..." the woman said, and rolled around, revealing her exposed ample bosom giving off a pink glow. "Look at my chest?"

"Wha ... huh?" Power Girl expressed, going into a daze as she fell under the spell of the Contessa's boobs, mind control being one of the Kryptonian's few weaknesses when on Earth.

"Are you alright, citizen?" Power Girl asked.

"Oh, I'm fine, thanks to you, Power Girl." The woman said.

"You're welcome. Is there anything else I can do for you before I put you down?"

"Well, there is one thing you can do for me ..." the woman said, and rolled around, revealing her exposed ample bosom giving off a pink glow. "Look at my chest?"

"Wha ... huh?" Power Girl expressed, going into a daze as she fell under the spell of the Contessa's boobs, mind control being one of the Kryptonian's few weaknesses when on Earth.

“Don’t you worry your pretty little head about it, dear.” Mighty Endowed walked out from behind the building, tossing aside an empty can of gasoline. She cupped Power Girl’s cheek and turned her over, pulling Power Girl’s mouth down onto her exposed breast. “A pretty blonde like you shouldn’t be too concerned with what’s going on in your head. Now suck.”

Power Girl did as she was told, using her luscious lips to suck and tease the milk out of Mighty's  breast. As she drank up and fell further in, Mighty and the Contessa chuckled at the success of their plan.

At their dwelling, the Power Ponies were lounging about, enjoying themselves, eating snacks, drinking sodas, and in Spike's case, playing a video game. The fun and relaxation came to a stop when the phone rang.

Twilight answered. "Yes, hello, Mayor? Trouble downtown? Okay, don't worry, we're on it." Twilight hung up the phone. "Looks like break time's over, people. Time to suit up!"

The Power Ponies saluted and all of them got into their costumes. They headed on to the downtown area, and they were all shocked when they saw what the source of the trouble was.

Power Girl, straying far from her hometown, had landed down in Maretropolis and was stirring up a ruckus, going on some kind of rampage. There was a huge crater in the road where her legs had landed. She punched out a fire hydrant, smashing it with her super strength, and lifted up a thankfully empty parked car, throwing it onto its side and crashing the windows.

"Hey!" Matter-horn shouted. "Someone's gonna have to pay for those damages, you know! You could hurt someone!"

"What do I care?" Power Girl asked. "It's not coming out of my pocketbook. Those bozos don't pay me enough anyway ..."

"Power Girl?" Zapp asked. "The trouble is Power Girl?" Zapp began to freak out and lose it a bit, grabbing Radiance by the shirt. "We can't fight fricking Power Girl! She's Power Girl! She's a Kryptonian! She'll tear us in half like tissue paper!"

"Zapp, get a hold of yourself." Radiance said, slapping Zap across the cheek. "We'll never know if we don't try."

"Right!" Matter-horn smiled and tensed up, ready for a fight. "She may be super-strong, but we outnumber her six-to-one, and we have a variety of powers! As long we can come up with a good strategy and stick to it, I'm sure, between everything we can do, we can combine our strengths and take her out before she does too much damage!"

"And perhaps figure out why she's doing this in the process!" Mare-velous added, swinging her lasso around. "Yeehaw! Let's go!"

"You want to play? Let's play!"

Power Girl and the Power Ponies charged at each other.

At the mansion, Spike heard a knock at the door. Putting his comic book down, he went up to the entrance and answered it, opening the door.

"The Contessa!" Spike shrieked in fear, throwing his arms up when he recognized the foe.

"Yes, Hum-Drum." The Contessa said, using her hypnotic breasts on him. "It's me."

Spike groaned, pink swirls appearing in his eyes as he basked in The Contessa's flashing boobs. "Uh ... no, no ..."

"Don't be like that." The Contessa walked up to him and grabbed Spike by the collar of his shirt. The Contessa pulled him and shoved his face in between her breasts, then cupped her boobs together and squeezed, spraying milk all over Spike's cheeks. She let go, and Spike pulled away, entranced. His tongue snaked out and licked the milk off his face.

"Come along, Hum-Drum." The Contessa said, cupping Spike's chin and leading him away from the mansion. "I've got something special in mind for you."

Power Girl flew towards Radiance, picking her out first from her list of targets. Radiance summoned a wall in front of her, but Power Girl's fist easily broke through the barrier and made contact, sending Radiance flying up into the air.

"Radiance!" Matter-horn reached out with her horn.

"Don't worry about her. She'll be fine. Worry about yourself!"

Power Girl fired red lasers from her eyes, which Matter-horn reacted quickly to counter with a beam of her horn, engaging Power Girl in a struggle to see whose laser beam was stronger and would come out on top.

Radiance continued flying, falling and being caught into something large and soft. Two muscular arms wrapped around her. "Oof! Hey!"

"Ha ha ha!" Mighty Endowed laughed, burying Radiance into her cleavage. "Everything is going perfectly! This is even easier than I thought!"

"Let go of me!" Radiance struggled and tried to get out, slamming her fist into Mighty's breast, but it absorbed the blow.

"Oh, quit struggling." Mighty shoved Radiance further inside her beachball boobs, smothering her, clouding her vision and blocking her airways.

"Mmm mmph mmph!" Radiance grunted for air.

Carrying Radiance in her boobs like this, Mighty Endowed turned and took her captive to her lair - a tall company building on the southwest of town. She went up a flight of steps and dumped Radiance on the steel-grey floor.

"Ugh ..." Radiance groaned, gasping for air.

A chair swiveled around, revealing the Contessa templing her fingers. "Hello, Radiance."

"Contessa!" Radiance exclaimed. "I should have known you were behind this. Of course brainwashing a busty hero like Power Girl would be right up your alley."

The Contessa let out a laugh. "You know me so well, Radiance. I'm glad." She stood up from her chair. "Hopefully it means we're going to get along well!"

"Get along...? I would never get along with a supervillain such as yourself." Radiance said. "What are you planning, Contessa?"

"Oh, lots of things." the Contessa said. "But the first and foremost of which is to make you, Radiance, one of us."

Radiance's face became wrought with worry. "One of you?"

"Oh, yes." The Contessa snapped her fingers. "Bring in the prisoner."

"Gladly." Mighty rubbed her hands and left, returning with Humdrum, whose head was bobbing, with his eyes unfocused.

"Humdrum?" Radiance asked. "What have they done to you?"

"Oh, nothing." the Contessa said, tapping a faux-apologetic finger to her chest. "Just fed him a little milk. Just like I'm going to with you now."

The Contessa unzipped her suit.

"Nice try. I’m not falling for that again." Radiance pulled her mask down, placing it an askew position that covered her eyes while she scrunched them up, keeping the light from Contessa's hypnosis from entering it.

"Oh, come now, Radiance. Don't be like that." the Contessa got up from her seat. She walked over to Radiance and yanked the mask off Radiance's face. Before Radiance could even fully finish grimacing, The Contessa had shoved nipple into her mouth. The Contessa squirted a stream of milk, and Radiance let out a moan, her eyes growing foggy as she felt the familiar, lovely sensation of growth occurring in her boobs and butt, her costume growing taut as it cupped her supple breasts and firm rear.

"Mmm ..."

"You like that?" the Contessa asked, grinning through her luscious lips. She took her hand and squeezed her boob, shooting another spurt into Radiance. "Of course you do. Don't deny it ..."

"I ... do ..." Radiance popped her mouth off and wobbled.

The Contessa, still grinning, walked over to Humdrum. She rubbed his chin and admired him before standing on her toes and placing her breast in his mouth, letting loose a stream of milk. Humdrum's eyes widened, and he gulped it down, some of it escaping and dripping down his chin.

Radiance's gaze was pulled to Humdrum's abdomen. As the Contessa pumped more milk inside of him, his erection become visible through his pants ... and it was growing, getting larger and larger until The Contessa had left him gifted with a massive tool.

"Heh." the Contessa smiled at Rarity. She flicked Humdrum's chin before pushing him over to her. "You two know what to do."

Indeed they did. Humdrum set to work unzipping and pulling down his pants, revealing his huge, throbbing equipment for Radiance to see, twitching, pulsing, and its veins flaring up. If she were in a better state of mind, Radiance might have found it disgusting ... but right now, she thought it was the sexiest, most desirable thing she had ever laid her eyes on.

Radiance opened her mouth. Humdrum, deeper into the spell than she was, wasted no time in shoving the tip of his flaring member into her mouth. Radiance grunted, struggling with getting her mouth around it, but she managed, ensconcing it in her lips and beginning to suck on it.

The Contessa turned to Mighty Endowed and the two of them shared a laugh.

"Mmm ..." Radiance moaned, her eyes-lidded. She moaned louder as Humdrum began to buck, his member twitching and pulsing more in her mouth. "Mmmm! MMM!"

It happened. Humdrum released his load, shooting a massive volume of stringy spooge down Radiance's throat.

"MMHPF! FES!"  Radiance screamed, tilting her head back as she let his .... glorious equipment feed her his ... delicious spunk. "Mmm ... mmm ..." She cupped her breasts, feeling them grow more and expand in size as her body was filled with hot seed. Her lips thickened.

"Doesn't that feel sooo much better, Radiance?" the Contessa asked. "To just give in ... and suck? To let go? To swallow ... and leak?"

"Yessssss ..." Radiance said, falling onto her plump rear and taking in a deep breath, the taste still fresh on her tongue. She rubbed her breasts, squeezing them to get the milk out, staining her costume. She blinked, and gasped when she saw it; Humdrum's equipment was still firm.

"You know what to do. Have at it." The Contessa commanded them, and both were helpless to resist their impulses as Humdrum moved forward and inserted himself inside Radiance's mouth, shooting another thick load inside her, which she absolutely guzzled, loving every moment of it.

The Contessa let out a curious hum, getting up from her seat. “Actually … you know what? On second thought, Humdrum, that’s enough.”

Humdrum pulled himself free, which wasn’t easy with Radiance trying to maintain the purchase of her lips around his tool. Radiance let out a disappointed groan.

“Dismissed.” The Contessa snapped her fingers, and Humdrum left the room. The Contessa smiled and approached Radiance. “Now, Radiance, swallowing orgasms is plenty fun, but you know what other ways you could have have fun with them? By having one yourself. Pull your pants down.”

“Okay …” Radiance muttered, undoing her belt and pulling down the lower half of her costume. The Contessa licked her lips before getting down, cupping Radiance’s thighs and pressing her mouth to Radiance’s slit. She gave Radiance a light lick.

Can you hear me, Radiance? The Contessa asked in her head.

I can hear you … Radiance murmured in her mind.

Good.

The Contessa proceeded to lick and suck with her thick lips, plunging her tongue deep inside of Radiance. Radiance moaned sharply.

You want to cum. The Contessa told her.

What? No, that’s not … appropriate for a lady.

Oh, but it is, Radiance! You want to cum. You want to pour it down my pretty little throat. You need to cum. It is, after all, what a proper lady would do ...

Radiance moaned, her eyes shut. She panted and bucked forward, lifting the Contessa up slightly. She kept pushing forward, eventually shoving the Contessa down on her back, Radiance on top of her. She panted and drooled as the Contessa’s probing brought her to orgasm, her body shaking as she sprayed her feminine load down the Contessa’s throat, Radiance’s perky tits bouncing up and down as she rode it out.

Yes. Radiance thought. I want to cum. I need to cum. It feels so good to cum …  she continued panting.

“Ooh! Yes! YES! Contessa, everything is so clear now! I - I belong to you now. My tits are yours to squeeze! My nipples are yours to suck! My - my cum … yours to swallow.”

The Contessa moaned, a lump in her throat, and she groaned in pleasure as she swallowed. She popped her mouth off Radiance and licked her lips again.

“That’s right.” The Contessa said. “Mmm … your orgasm tastes wonderful, Radiance. Then again, what else would I expect from the sexiest of the Power Ponies?”

“Oh, you!” Radiance waved her hand before turning shy. “Um, could I ask you to do that again?”

“No. But I will do this.” The Contessa smiled. She took her breast out and aimed her nipple at Radiance, then squeezed, squirting a jet of warm milk right into Radiance’s entrance. Radiance moaned, and was left there drooling, the milk overtaking her and making her slit dripple her sweet fluids.

Matter-horn grunted, her body dragging across the asphalt as she was sent flying from Power Girl's latest blow.

"Ugh ..." Matter-horn grunted, pushing herself up. A beeping came from inside her costume. "Ugh!" Groaning, she whipped out her phone and answered it. "What is it, Mayor?"

"Well, I know you and your Power Ponies are probably still busy with Power Girl ... I heard she was the source of the earlier disturbance?"

"Yes, Mayor, she is."

"But, um, if you're not too busy, could you send one of your Power Ponies away to investigate? A string of thefts has been cropping up all over town."

"Really?" Matter-horn rubbed her chin, thinking. "Could you tell me what was stolen?"

"Lots of things." The Mayor said. "Let's see, some tanks - water tanks, not the cannon things with the treads on them - some piping for the tanks, some industrial-strength mixers, a mister ..."

"What could anyone possibly do with all of that? Oh well. Don't worry, Mayor." Matter-horn narrowed her eyes at Power Girl. "We're on it." She hung up.

"Girls!" Matter-horn shouted. "I think something bigger is going on here! The Mayor just called me and told me about these thefts occurring all over town! I think Power Girl might be a diversion!"

"Yeah? Well if she is, she's a very good one!" Zapp exclaimed, trying to hit Power Girl with a thunderbolt to the back. Power Girl flew up and slammed her fist into Zapp's face, knocking her down to the ground.

"We need to split up! Get her distracted somehow!" Matter-horn looked around. "Oh, I wish Radiance were still here! She'd be able to help! Let's go, Power Ponies!"

Matter-horn turned and started running down the road.

"Oh no you don't!" Power Girl's eyes flashed with red, and she fired a heat beam straight in front of Matter-horn's path. She noticed Zapp trying to fly away and took in a deep breath, using her Kryptonian ice breath to blow Zapp back down.

Saddle Rager and Mare-velous hid behind a car, Saddle Rager shivering with fear. Mare-velous stepped out and twirled her lasso. She wrapped it around the car, and swung the car around on the rope before hurling it at Power Girl.

"Ha. You really think this is going to stop me?" Power Girl asked.

"Doesn't have to. Now, Fili-Second!" Mare-velous shouted, smiling.

"What?" Power Girl asked. She saw Fili-Second speed by in a streak of light and growled. "I can't let her escape! It'll displease Mistress!" Power Girl flew in Fili-Second's direction, only to be stopped when the flung car slammed into her. With her alien strength, she had no trouble punching the car through the bottom, smashing it in half with ease, the broken halves falling and impaling themselves on the concrete. But Fili-Second was nowhere to be seen. "No!"

"Okay, girls!" Matter-horn pumped her fist. "Now we got her! ... I think."

"Aside from the fact we're down two of our members, and she's still a Kryptonian?" Mare-velous said.

Matter-horn blinked. She offered Mare-velous a nervous smile. "Uh well, I'm sure if we just think positive, we can think of something!"

"That's your answer? 'Think positive'?"

"Mare-velous, before this turns into an argument, you should really be focusing on Power Girl."

"So should you!"

"No, really, she's coming right towards you."

"Huh?" Mare-velous asked, dumbfounded when she saw Power Girl's bobcut hair coming towards at full speed. Power Girl slammed her fists into Mare-velous' midsection, sending her flying into a wall.

"Why didn't you do something?" Mare-velous snapped at Matter-horn.

Matter-horn shrugged. "I was distracted? Heh heh ..." Her laughter grew more nervous when Power Girl turned her attention on her. Matter-horn put on a serious face and clenched her fists, firing a beam of frost at Power Girl, slowing her down by covering her body in a coat of ice. The frostbite reduced her speed, but Matter-horn knew it wouldn't delay her for long. She had to think of a new plan, and fast.

Fili-Second zipped about the city, trying to find a lead into the string of robberies. She got a preeetty good lead when she saw a line of people, male and female, carrying stolen wares with their price tags still hanging off them, marching up to a building.

Fili-Second hid behind a dumpster, narrowing her eyes. She reeled back when she recognized the woman attending the door, with her boobs hanging out indecently from her leather suit - the Contessa, with a catwoman Fili-Second didn't recognize next to her.

"The Contessa?" Fili-Second asked. "But I thought we'd beat her already!"

"Yes, yes. That's it." the Contessa cooed, pointing her finger and directing the line of thralls into the building. "Take the parts up to the top of the building, my slaves. Don't worry. There will be a reward for each and every one of you when you're done." As she spoke, she leaned and cupped a strapping young lad's chin before directing him into the building's entrance.

"I need to tell Matter-horn about this!" Fili-Second got out from behind the dumpster and ran off back towards the street where the Power Ponies were on.

The pink light left in her wake did not go unnoticed by Mighty. "What was that?"

"Oh, just one of those Power Ponies catching onto our little scheme." the Contessa said. "Pay her no mind. It's almost already too late anyway, and if they do get here, we have an ace up our sleeve ..."

"Matter-horn!" Fili-Second shouted, waving her arms as she ran towards them.

"Little busy here, Fili-Second!" Matter-horn grunted, pouring all of her strength into keeping Power Girl at bay with her ice beam.

"This is important!" Fili-Second said. "I think I know what's going on! The Contessa's escaped from prison! I think she's the one behind all this!"

"Again?" Zapp asked. "You'd they'd have learned how to keep her locked up after last time ..."

"Of course." Matter-horn said. "It makes sense. Hypnotizing a busty superheroine like Power Girl to be a distraction for us is just the sort of move the Contessa would make! Why, it practically reeks of her! It has all her trademarks - boobs and unexpected cleverness."

"I AM MORE THAN MY CLEAVAGE!" Power Girl roared, pushing through Matter-horn's ice beam and punching her, sending Matter-horn flying. "Dang it, why doesn't anyone ever understand that? I'm a hero, too! I'm a Kryptonian! A super-woman! I'm just as strong as Superman, maybe even stronger! Have you seen these guns?" Power Girl flexed her biceps. "A virtual god! So why is it that all anyone ever cares about is what's on my chest?"

"I'm-I'm sorry, Power Girl. I didn't mean it that way." Matter-horn said. "I was just making an observation and a conclusion based on past precedent. The Contessa probably doesn't see you as more than a busty body to throw at us, but we know you're more than that. Don't we, girls?"

"We do?" Zapp asked, reprimanded by Mare-velous hitting her in the elbow. "I mean, of course we do!"

"Really?" Power Girl asked, self-consciously covering her chest and smiling. "You mean it?"

"Of course." Matter-horn said. She cautiously approached Power Girl. "So ... can we be friends?"

Zapp glanced between Power Girl and Matter-horn. "Wait, what? Just like that, it's over!"

"Yes, Zapp." Matter-horn replied. "Because I'd bet anything Power Girl doesn't actually want to fight us, the Contessa made her do it. And we started breaking the trance, didn't we?"

Power Girl smiled and reached to take Matter-horn's hand, but before she could, she covered her head, letting out a scream and falling to her knees. "AAAGH!"

"PG?" Zapp asked, the Power Ponies running up to help her.

"The ... what'd you call her, Contessa? She's still ... in my head!" Power Girl screamed, falling down on her hands and knees. "Telling me to attack you ... to suck ... to leak ..." Power Girl let out a moan as dark spots appeared on her leotard.

Matter-horn glanced at the other Power Ponies. "Okay. Power Girl? You're ... well, you're a pretty big threat if left unchecked, so I'm going to tell what I'm going to do." Matter-horn put her hands on Power Girl's shoulders. "I'm going to try and teleport you somewhere to keep you contained until after the Contessa is dealt with. After we deal with her - and we will deal with her, we'll come back for you, okay?"

"Okay." Power Girl nodded. "I understand."

Matter-horn tensed her grip on Power Girl's shoulders. She focused her magic, and the two of them disappeared in a flash of light.

They rematerialized halfway around the world, by the Arctic ice caps - Matter-horn hoped she had gotten the right ice location, and she could trust that leaving Power Girl would eventually draw the attention of other Kryptonians. Much to both her and Power Girl's displeasure, she had teleported them beneath the sea, submerging them both in sub-zero arctic waters without sufficient protection.

Doubly unfortunate for Matter-horn, the Contessa had reestablished her hold over Power Girl, who growled and punched Matter-horn in the stomach. Matter-horn groaned, clutching at her stomach as she floated. She observed Power Girl do seemingly nothing, but realized she was using her heat vision to boil the water when she heard bubbles popping around her.

Matter-horn swam up, splashing out of the water and gasping for breath. Power Girl grabbed her by the leg. Matter-horn tried to break free, before remembering Power Girl's strength made it almost impossible.

Matter-horn glanced down. She took aim and fired an ice beam, freezing the water around them and encasing Power Girl's arm in ice. Power Girl reeled back, clutching and wincing at her frozen arm, and Matter-horn was able to teleport out without bringing Power Girl back with her.

Matter-horn appeared in the street before her fellow Power Ponies, her costume soaked and dripping wet with ice-cold water. But she couldn't let that bother her now, even with the various health risks it posed. She was a superhero, darn it!

"Okay, Ponies!" Matter-horn said. "Let's pony up and move out! We need to move quickly. Dropping her in the Arctic won't keep Power Girl away for too long. She'll make her way out and fly back. We have to beat the Contessa before that happens, understand?"

"Right!"

"Let's go!" Matter-horn ordered, pumping her fist up. "Fili-Second, lead the way!"

The Power Ponies arrived at the hideout, finding it guarded by the people the Contessa had hypnotized.

"What do we do?" Zapp asked. "We can't just take them all out. They're innocent people! Civilians! It's not their fault Contessa brainwashed them."

"I've got an idea." Mare-velous said. "Fili-Second?"

"Yes, Mare-velous?" Fili-Second saluted and stood at attention.

"Get ready." Mare-velous swung her lasso around and tossed it, hooking it around the guards standing outside the door. It caught the attention of the rest of the guards, who poured out of the building's entrance. "Now!"

"Got it!" Fili-Second ran forward and began picking people up, one by one,  taking them into her arms and carrying them to somewhere else where they couldn't do any harm. It took a few minutes, but she eventually got every one of them.

"Nice work." Matter-horn said.  They moved into the building, encountering no resistance from the first floor, and made their way up the stairs.

"Really nice work." Matter-horn said as they came up the flight of stairs. "Now all we need to do is just stop the Contessa!"

"I think not, darlings. That won't be happening. Not if I have anything to say about it."

The Power Ponies stopped and froze in fear.

"Radiance?"

Radiance, their friend, was standing in a doorway in front of them with her hands resting on the frames. She had changed her costume, replacing it with a black bodysuit rather like the Contessa's, with yellow bands around the ends of her sleeves and leggings, and matching shoulder pads of the same color, with a black domino mask. Her body was also changed, bearing an hourglass figure with incredibly wide and curvy hips, huge boobs that could make Power Girl jealous, and a thin flat stalk of a stomach which should have snapped between the two, along with purple-tinted lips far thicker than anything Rarity could do with mere lipstick.

Radiance put a hand to her mouth and let out a laugh. "Oh hoo hoo ha ha ha! Looks like you need an update, darlings." Radiance rested her head back against the door, pulling out a rose and sniffing it. "I go by Rapture now. I'm the Contessa's right-hand woman, and I'm afraid I simply cannot allow you to pass. Hiyah!"

Rapture threw the rose into the center of the room. The rose stuck itself into the floor, standing upright, and hissed as it puffed out a pink gas.

The Power Ponies coughed and covered their mouths with their arms.

"Radiance ... what have they done to you?" Matter-horn asked. "Zapp, clear the room!"

Zapp held up her amulet and summoned a gust of wind to blow the smoke out. Rapture covered her face as the smoke passed by her, and when it was gone and safe to do so, she let out a growl, baring her teeth.

"Let's see ..." Rapture scanned the room. "Which of you should I take out first? Who presents the greatest chance of ruining my Mistress's plans? ... First Fili-Second, then Zapp, then Matter-horn, in that order." Rapture said.

"And what is your Mistress' plan?" Matter-horn asked.

"Come over here. I'll whisper it to you..." Rapture crooked her finger.

"Uh-huh. Nice try. Not falling for that." Matter-horn created fires in her hands. "She may be our friend, but as long as she's under the Contessa's control, she's no different from any of our other enemies! Take her down, Ponies!"

Zapp aimed her weather amulet. Rapture used her powers and created a gigantic fist, slamming it into Zapp and punching her through the wall.

"Ugh ..." Zapp groaned, pushing herself out from the wall. "Hey, how come she's not this effective at fighting when she's on our side?"

"I heard that!"

"I'm on it!" Fili-Second announced, running towards Rapture before Matter-horn could stop her.

"Fili-Second, wait! That could be exactly what she wants!"

"And indeed it is!" Rapture flashed a killer's grin. She waved her hand, creating a wall in the center of the room, separating Fili-Second from the Power Ponies. Fili-Second came to a stop, worried. She should have kept moving, as Rapture summoned a board up from the ground and slammed into Fili-Second's back, chains appearing on the board and restraining Fili-Second's wrists and legs.

Rapture unzipped her costume, exposing her ample breasts, enhanced by the Contessa's milk.

"Ooh ..." Fili-Second's eye dilated, basking in their grow. "Nice ... round ... boobies."

"No! Fili-Second, don't look at them!" Matter-horn narrowed her eyes and fired a green laser into the wall, but the wall was too strong for it.

Rapture let out a laugh at Matter-horn's futile efforts before turning her focus back to Fili-Second. "Don't listen to them, Fili-Second. You can look if you want to." Rapture swept her hand across her chest.

"I can look if I want to ..." Fili-Second repeated.

"Yes." Rapture hissed, inching closer towards Fili-Second, presenting her breasts to Fili-Second's face. "You can look if you want to ... you can suck them if you want to ... and do you want to suck them, don't you?"

"Yes, I ... I do want to suck them." Fili-Second said.

"NO!" Matter-horn banged her fist on the wall.

Rapture brought her arms together on the sides of her boobs, squeezing them together and shoving both of her nipples into Fili-Second's mouth, shooting a massive stream of milk inside. Fili-Second moaned as she gulped it down, her eyes losing focus.

Matter-horn fired another blast, shooting out a jet of flame from her visor into the wall. Rapture held out one hand and kept the wall stable, keeping it from melting under Matter-horn's blast. Zapp tried to take the wall out with a lightning bolt, but the wall shrugged that off as well.

"Now it would be a really good time to get angry, Saddle Rager!" Zapp insisted.

"Ooh! I can't!" Saddle Rager squealed, cupping her cheeks. "I'm too worried and scared about Fili-Second! ... and also slightly aroused!"

"For the love of ..." Matter-horn slapped her face. "Why do I get into these situations? I need to retire ..."

Rapture's confident laughter filling the room, Matter-horn and the other Power Ponies could only watch as Rapture pumped Fili-Second full of her milk, Fili-Second's breasts swelling up like dough and bursting through her outfit in record time, bouncing and flopping up and down as they escaped their latex bondage. Rapture dismissed the board holding Fili-Second captive, it no longer necessary. Fili-Second slid down to the floor. Rapture took her boobs out of Fili-Second's mouth, a thin strand of drool connecting her nipple to Fili-Second's mouth.

"Do you like that?" Rapture teased. "Does it feel good?"

"Feels sooo good ... feels fantastic." Fili-Second moaned.

"Wouldn't you want to share these good feelings with others, Fili-Second?"

"Yes ..."

The Power Ponies' eyes widened as they realized what Rapture intended to do.

Rapture dismissed the wall.  "Then do so."

All the Power Ponies saw were streaks of light, accompanied by the feeling of sweetness on their tongues, as Fili-Second zipped about the room, stuffing her boobs into their mouths and shooting out a squirt of milk inside before departing and moving on to the next before coming back again for a second round. Mare-velous shuddered and shook her head. She had never experienced getting a high-velocity boob smacked against the side of her head before.

"Doesn't that feel better, darlings?" Rapture asked, striking a pose and kicking her leg out.

"Yes ..." Matter-horn moaned, her arms going slack, milk dripping off her hanging tongue. "Feels ... so good ..."

"Feels fantastic ..." Mare-velous added.

"Wonderful ..." Saddle Rager contributed. "I want more ..."

"Excellent." Rapture clapped her hands. "Now, if you'll follow me upstairs, darlings, I have something I want to show you."

"Yes, Mistress Rapture!" The girls chimed in unison. They followed Rapture up the stairs to the roof, giggling as they got a good view of her rear. Rapture noticed and put on a show for them, strutting her stuff as they walked up the steps.

"Enjoying the view, darlings?" Rapture asked, shaking her hips.

"Oh, yeah." Zapp said.

"Well, here we are!" Rapture said, holding her hands up and out in a dramatic fashion as they reached the rooftop, where the enslaved minions of the Contessa were hard at work putting together some sort of machine.

"Oh, Mistress Contessa, dear!" Rapture said, twirling around one leg and putting her hands together by her head. "I have something for you. The Power Ponies, as you requested!" Rapture gestured to them.

The Contessa took her attention off the machine to inspect them. She walked up to them. "And you're sure you've entranced them totally?"

Rapture nodded. "Yes ma'am."

"Hmm." the Contessa put her hand on Zapp's cheek. She swept her finger across Zapp's chin. The Contessa reached into her suit, pressed her finger against her nip, squirting out some milk, and then held the milk-soaked finger up to Zapp's mouth. Zapp's tongue flicked out in an instant, almost as if she were a frog acting on instinct, and licked the Contessa's finger, swirling around it to lick the sweet nectar up.

"Hm-hmm." The Contessa chuckled. "Good enough for me." She tapped her finger to Zapp's nose, leaving a drop of milk on it. For the next several minutes, Zapp would be occupied with trying to touch her tongue to her nose to lick it up.

The girls the noticed Humdrum standing some distance away, his enlarged tool still pulsing and throbbing from inside his pants. There were a selection of other males gifted with the same enhancements, including that young prison guard who just couldn't seem to get away from the Contessa's plans.

"Humdrum?" Matter-horn asked in concern.

"I don't know what's going on with their equipment, but I want it." Zapp said.

"Yes, yes, knock yourselves out, if you want." the Contessa waved her hand dismissively.

The Contessa walked back to the machine, standing next to Mighty Endowed. "Allow me to explain to you my grand plan, my master stroke."

"We stole all the necessary components, and once we complete the machine ..." The Contessa said while Mighty bent down and picked up an aluminum tube with a suction cup on it. "Mighty  will hook these up to  my breasts, and the machine will nurse my boobs, sucking my milk out, and will begin to mix the milk up and evaporate it, and from there." the Contessa continued. "The machine will pump the vapor containing the milk into the atmosphere, where the machine will generate clouds and create a thunderstorm, which will then rain down droplets with the chemicals of my milk mixed in on all of Maretropolis, and eventually the entire continent! Maybe even the world!"

"So that's what you needed the industrial mixers and mister for ..." Matter-horn murmured.

The Contessa slid her hand across a side of the machine. "Soon, all of Maretropolis will be bathed in a rain of my milk ... and everyone inside will be my slave." The Contessa stretched herself across the machine, posing seductively and straddling it. "Wouldn't that be wonderful?"

"No! That will be horrible!" Matter-horn shouted.

The Contessa sat upright, glaring at Matter-horn. "Evidently, you're not quite as entranced as I'd like you to be. Rapture?" The Contessa snapped her fingers. "Figure something out for her."

"With pleasure, milady. " Rapture got behind Matter-horn and wrapped her arms around Matter-horn's shoulders. Matter-horn tried to struggle and fight back, kicking her legs out, but Rapture was able to force her onto her knees.

Rapture held Matter-horn by the head. She smirked before shooting out a splash of milk from her boobs, spritzing her product all over Matter-horn's hair and the back of her neck.

"Ew!" Matter-horn groaned, before moaning as the milk soaked up into her scalp, going directly into her brain. "Oooh ... oooh ... ooh ..."

"We'll figure something for her, alright." Humdrum said, walking up to Matter-horn and taking out his enhanced member. He shoved it into her mouth, forcing her to swallow as he unleashed his hot load of steamy, burning seed down her throat. Matter-horn's cheeks turned the brightest red her skin could manage, but she lovingly swallowed and gulped up the spunk as it made its way down, wriggling with pleasure as she felt her boobs swell up to the size of watermelons.

"Now!" The Contessa spun around, kicking her leg out. Even though she was enjoying the show, she needed to take care of business and get her work done. "Is the machine ready, my servants?"

Two workers saluted. "Ready, Contessa!"

"Excellent!" The Contessa lifted up the two tubes and plugged them into her chest, moaning when she felt the suction cups grip them firmly. "Mighty Endowed ... I'd have never gotten this far without your help. You should have the honor of activating the machine. Of bringing us into our new world!

My world."

"It would be an honor indeed." Mighty Endowed pulled a lever and flicked a switch. The machine started to hum. The suction cups inflated and deflated in and out, nursing Contessa's breasts and pulling her milk out. The Contessa moaned, cupping her boobs as they were stimulated.

The Matter-horn watched in awe and horror as milk filled up the containers of the machine. Pumps started to pump, gears spun and ground against each other, and pulleys pulled. A surge of electricity coursed through the machine, and a thin, white mist rose up from coal pipes. The mist expanded further, flying up into the sky and intertwining, forming a dark storm cloud which began to spread over the city, increasing in size and covering the city's skyline in shadow. Another mist rose up and formed another cloud, and another, and another, until there were enough clouds to cover the whole city.

"No ..." Matter-horn said, getting to her feet. A quick squirt from Rapture's spasming breast to the back of her neck swiftly put her back on her knees.

"Yes." the Contessa hissed.

There was a thunderclap which blanketed the city in its light before the rain began to fall. It was weak and tiny at first, letting out a small drizzle at first, but it grew stronger, pouring slender drops of milk everywhere around the city, coating the buildings and cars and even the fire hydrants.

"Yessss!" the Contessa hissed, a crazed gleam in her eye. "I can feel it working already! I can feel it spreading ...."

Far, far away on the island of Themyscira, home of the Amazons, the Amazonian heroine Wonder Woman was sparring with a partner with staves before stopping when they noticed the sudden shift in the weather.

"The mages didn't predict a storm today." Wonder Woman's sparring partner said.

"I suspect it's because there wasn't supposed to be." Wonder Woman said, turning to face the storm head-on. She became confused when it rained on them, covering them with milk.

"What is this?" Wonder Woman asked, wiping the liquid off her shoulder. "It ... smells lovely." Wonder Woman started to wobble on her legs. Despite a voice in the back of her head screaming at her not to, and that it wasn't safe to do so without inspecting it first, Wonder Woman opened her mouth and popped her finger in, licking the substance up.

"I think it's ... milk?" Wonder Woman asked. "But it tastes so different from any milk I've ever tasted ... and so much better, too." Wonder Woman closed her eyes and opened her mouth, letting the milk rain drop into her mouth.

"Mmm!" Wonder Woman crossed her arms, feeling a swelling in her boobs. She tore off her armor to let her breasts droop and flop freely, turning to her sparring partner only to see she had the same idea already, her own armor tossed onto the ground.

They both wanted to move over and begin suckling the milk out from each other, but they were overwhelmed by the pleasure in their bodies and dropped onto their knees before falling down, their huge, milk-spewing boobs pressing into and spraying on the sand, turning it into a dark mud.

On an outdoor stage, the magician Zatanna Zatara had been preparing to put on a magic show before the rain hit, dropping right through the cleavage in her suit and onto her breasts.. She moaned and began to rub herself, falling on her back as she rubbed and squeezed her breasts. It would have raised more eyebrows from her audience if not for the fact all the woman in her audience were doing the same, groping themselves, standing up and unbuttoning their shirts and shaking their spheres, letting milk fly up. The reaction from the guys ranged from prudish discomfort to perverted interest, until the milk had rained on them some more.

Then it was all perverted interest.

Starlight Glimmer, Sunset Shimmer, and Trixie were sitting out on a patio, attending their usual 'reformed villain' round-up, and were just as confused as anyone when the milk rained on them.

"It wasn't supposed to rain today, was it?" Trixie asked.

"I don't think so ..." Starlight answered, groaning as the rain soaked her hair. She reached up and pulled out her ponytail, letting her hair hang loose. "Hey ... does anyone else notice something looks ... off about this rain? Like ... it's white?"

"All Trixie can notice is how much better you look with her hair down, Starlight." Trixie rested her hands under her chin, leering at Starlight with a perverted interest. "Say, Sunset Shimmer? Has anyone ever told you what a great bust you have?"

"Why, no!" Sunset said, giggling as Trixie reached her hand over and cupped Sunset's breast. "They should tell me that more often! It is nice, isn't it?"

"What is wrong with you?" Starlight asked. "Why are you acting so strangely all of a sudden?" Starlight tensed up, the milk soaking through her shoulders. "I take it back. On second thought, I'm going to agree with Trixie. You do have an excellent bust, Sunset."

"Why, thank you." Sunset said, smiling and blushing, waving her hand. She pushed herself out of her seat. "Do you want to take a feel?"

"Don't mind if I do!" Starlight got out of her seat and reached over, cupping Sunset's other breast. She and Trixie took turns groping Sunset.

Princess Celestia and two Guards stood on a balcony, surveying the rain coming down.

"I don't remember there being any unusual weather events on the schedule." One of the guards said.

"There isn't." Celestia crossed her arms.

"Well, what's this, then?" The Guard asked.

As the rain fell on them, soaking their hair and shoulders (and Celestia's dress), the three of them shared in experiencing a shiver, letting out moans.

"Ooh ..." The Guard groaned. "Why do I suddenly feel so ... stiff?"

"You two." Celestia snapped, grabbing them and lifting them both up by the necks, using her natural height over them to her advantage. "Into the bedroom with me, now." She carried them off.

"W-what?" The Guard asked, flailing as Celestia held him like a stuffed toy. "Princess, you can't be implying what I think you're implying?"

"I'm implying exactly what you think I'm implying."

"B-but we can't!" The other Guard said. "Not with you! You're the Princess!"

"Indeed. I am the Princess. And as Royal Guards, are you two not sworn to do as I say? Obey my commands, heed my whims?"

The Guards sighed, realizing there was no way they could get out of this. "Yes, Princess."

"Good."

Celestia reached her bedroom and threw the Guards onto her bed, placing them side by side. She jumped up on top of them, making the bed shake. She pulled down and yanked off her dress, letting the Guards see her dripping breasts.

"Pucker up." She told them before bending forward and shoving her breasts into their mouths, pumping her milk out into them and moaning. "Ooooh ..."

"Yessss!" the Contessa cheered, curling her fingers into a fist.

"No..." Matter-horn muttered. She climbed to her feet, Rapture feeling no need to put her back down this time. She crawled the edge of the fire exit.

"Come on, Power Ponies!" Matter-horn weakly pumped her fist, trying to rally her friends together. "We can still stop this! If we all work together, we can ... we can still beat her! We can still win!"

"Oh, I don't know, Twilight." Saddle Rager said. "I don't think it's so bad."

"But ... but, Saddle Rager! .... Fluttershy! You can't really be accepting of all this, can you?"

"You should calm down, Twilight." Fluttershy said. "Here." Fluttershy pulled down on her Saddle Rager vest, revealing her bosom. "Have some milk. Relax." Fluttershy pressed her breast into Twilight's mouth and pinned her against the fire exit, pumping milk into her mouth. Milk splashed out from Twilight's mouth, getting all over her chin and Fluttershy's nip.

"Mmm! Mmh!" Twilight moaned and grunted, struggling for air. Sensing her difficulty breathing, Fluttershy removed her breast to let Twilight catch some fresh air.

"There. Does that feel better?" Fluttershy asked sweetly.

"Uh ... sure. Um, Fluttershy?"

"Yes, Twilight?" Fluttershy asked seductively, making bedroom eyes at Twilight.

"Please forgive me for this."

Twilight fired an ice beam up, right into Fluttershy's face. It encased her head in a block of ice and she stumbled backwards, Zapp and Fili-Second rushing to catch Fluttershy before she fell over.

Twilight got to her feet again and ran towards the machine. "Oh, I'm gonna hate myself for this in the morning!" Closing her eyes, Twilight aimed down and fired an ice beam at her own body, covering her torso and boobs with ice and frost.

"Ha!" Twilight breathed a sigh of relief as the frostbite began to numb the feeling from her breasts. "That's better! Contessa!" Twilight stomped in front of the Contessa. The Contessa turned towards her.

"I figured out a way to beat your little scheme!" Matter-horn boasted. "With all this ice covering my body, it cuts off the sensation from my boobs - SWEET CELESTIA THIS IS COLD - thereby reducing the effects your powers and milk have on me! Almost making me immune to them, I'd wager! Your scheme ends here, Contessa. Do you want to come along quietly, brrrr! ... Or we are gonna do this the hard way?"

The Contessa grinned.

"Why are you smiling?" Matter-horn asked.

"Because, Matter-horn, being desperate enough to freeze yourself to keep yourself from any ... pleasurable sensations is actually a decent plan, if I say so myself. But there's one thing your plan didn't count on." The Contessa pointed at the sky.

Matter-horn turned around. "Oh no."

Power Girl had returned, and at the worst possible time, and based on the anger in her eyes and grimace on her face, she was still under the Contessa's control.

This proved not to be the case. Matter-horn’s heart skipped a beat when Power Girl flew right past her, giving Matter-horn a wink as she did. Power Girl flew straight at the Contessa, punching her into the gut and knocking her onto her back.

“The buck stops here, Contessa.” Power Girl said, folding her hands across her hips and floating above Contessa.

“That’s what you think! But I won’t let this victory slide so easily!”

“No!” Matter-horn shouted, reaching out as Mighty Endowed jumped up and tackled Power Girl, forcing her massive breast into Power Girl’s mouth, milk spraying and splashing everywhere as Mighty pumped Power Girl full.

“Ugh …” Power Girl groaned, retaining enough wherewithal to toss Mighty off before floating to the ground, stunned.

"Good," the Contessa said, getting back on her feet. She pointed a finger at Power Girl, and directed towards Matter-horn "Power Girl, proceed."

Power Girl let out a sigh, clearly looking forward to this. She flew towards Twilight and smashed her fist into Twilight's stomach, shattering the vest of ice she'd been wearing and knocking Twilight onto her back.   She pulled down her leotard and got on top of Twilight, straddling her stomach, and pressed her massive boob into Twilight's mouth, shooting milk inside her. Twilight winced, closing her eyes and trying to focus on something, anything but the delicious milk being poured inside of her.

Power Girl stopped, satisfied, and lifted up off Twilight.

"I think we need to up the ante with something a little more ... coarse," The Contessa said, "Oh, Humdrum!"

Twilight's eyes widened.  She was in no hurry to be brainwashed by swallowing more of Humdrum's vulgar fluids. "No! No! Uncle! Uncle!"

Twilight crawled forward, going over to the Contessa, falling on her hands and knees and prostrating herself.

"I give up." Twilight hung her head. "You win. You win."

"That's right. I win." The Contessa bent over, the tubes of the machine flexing with her, and tapped the tip of her finger to Twilight's chin before flicking her head.  "You poor, pathetic Power Ponies never had a chance. I can only say the last time we fought, I must have been having an off-day, because defeating you was so easy this time! Ha ha haha ..." The Contessa laughed and turned back to the machine, letting it pump her.

Twilight, in despair, began to run through the list of things she would need to know and do to be a good little milk and boob slave in the Contessa's new world order. Most of it she figured she could deal with, given time to adapt and adjust, but there was one burning question which popped her into her mind which she couldn't answer for herself.

"I do have one question, though."

"And that is?" The Contessa asked.

"What about the children?"

The Contessa blanched. "I'm sorry? The ... children?"

"Yeah." Twilight said. "You know... the children who are still going to need be taken care of in your new fancy world? They'll still need parents, roofs over their heads, good education ... and you found a way to have this machine make an exception for children, right?"

The Contessa grimaced.

"You ... you did childproof it?"

"Uh ... uh ... Mighty!" the Contessa snapped.

Mighty Endowed walked up to the Contessa and saluted. "Yes, boss?"

"When you were designing this machine, you did childproof it, didn't you?"

"Um ..."

"You did childproof it, right!?" the Contessa shrieked, growing distressed.

"I-I don't know!" Mighty said. She started grabbing around, trying to find where the machine's blueprints went. "Let me check the schematics!"

Twilight, sensing a weakness she could capitalize on, decided to push and press the advantage and needle the Contessa.

"Of course, there's all the children who would be out at parks." Twilight said. "Out skating and surfing ... all the teenagers who had been wanting to fool around will be happy, though. But what about the good little girls who took vows of celibacy until marriage? Think of all the schoolchildren."

"Schoolchildren?" the Contessa repeated.

"Uh-huh. Think of all the mothers and fathers who suddenly can't take care of their kids because they're busy suckling mommy's bosom ... think about the kids who don't understand why parents suddenly aren't paying any attention to them. Goodness, think about the families they were enjoying nice quiet days in the park, when their parents suddenly stopped and decided having sex was important! Maybe even right in front of them! Oh ... oh, goodness me. Think about the babies who were outside in strollers when your rain hit."

"Babies?" the Contessa squeaked.

"Uh-huh. Babies."

The Contessa turned mute for a minute.

"Shut it down."

"What?" Mighty Endowed balked. "But we've won! You can't expect us to be so close to having the world in our grasp and then go back and -"

The Contessa grabbed Mighty Endowed by the shirt and shook her. "SHUT IT DOWN NOW!" She pushed Mighty Endowed away and ripped the tubes off her breasts, letting them fall to the ground, the milk still inside pooling on the floor. The Contessa, feeling ashamed of herself, zipped up her costume to cover her chest. She kicked the machine, soon regretting it when it only resulted in hurting her foot. She walked over to the machine's controls and flicked the switch back and pulled the lever.

The Contessa walked away from the machine, going to the edge of the building and sitting down, cradling up. She grabbed the edge of her domino mask and peeled it off, dropping it next to her.

She cried a little, sniffing.  She turned to the machine and snapped her fingers. Power Girl began punching the machine, smashing it and tearing it apart.

Twilight got to her feet. She walked over to The Contessa and sat next to her.

The Contessa buried her head into her legs. She sniffed. "Children ... children." The Contessa lifted her head up and turned to Twilight. "Think about all those poor kids ... who ... who had these funny feelings that they can't explain. I ... I feel bad for them."

"I feel bad for all the parents who are going to have to try to explain everything when this is over and your storm fades away." Twilight said, prompting the Contessa to chuckle.

"I feel horrible." the Contessa said. "I mean, I'm ... I've been a pretty bad villainess, huh? But children ... children ...  I'm not some sicko psycho."

"It's ... not your fault." Twilight said, trying to comfort her. "Well, okay, no. Actually it is completely your fault for not checking if your machine was childproofed in the first place."

The Contessa sighed. "Yeah ... Twilight, is it?"

"Yes?"

The Contessa stood up and presented Twilight her hands. "I'm ready to go back to prison now. I deserve it. I've been a bad, bad girl ... I ... I'll help you undo all my brainwashing, I'll give you a list of the items I stole and where they came from. Everything."

"I guess now it would be a good time for you to go back, huh?"

"Are you kidding me?" Mighty Endowed protested, marching up to them. "You can't do that! We were so close to claiming victory! Beautiful, busty victory! Heck, we already had it, and the only reason we lost it was because you got soft at the last minute!"

"Nina, do you mean to tell me you're fine with causing sexual urges in children?"

Mighty Endowed made an 'o' with her mouth. "Um ... no, that's not ... remotely what I meant to say. I'm just more upset over you forfeiting and throwing away our hard-earned victory! We could have figured out how to make the machine child-safe, and that's even assuming it wasn't already! I never did find those schematics ..."

Mighty Endowed was tapped on the shoulder. She turned around and feared for her life when she saw Power Girl looking at her with clear eyes.

"Yeah. Hi."

Power Girl slugged Mighty hard, knocking her out cold.

"Finally." Power Girl shook her hand. "I thought she'd never shut up. These supervillainesses, all they care about is their bodies. They're all so obsessed with boobs and cleavage and leather suits. There's more to a woman than just her chest, people!"

Twilight and the Contessa looked at each other. They chuckled.

"Alright, Contessa, let's get you behind bars before you change your mind."

"Let's." The Contessa looked down. "Twilight? Please." She offered Twilight her hand. "Call me Penny."

Twilight was surprised, but she gave a smile and shook Con - Penny's hand. "Okay, Penny."

So, with some help from some other superhero friends, the Power Ponies were once again cured from the Contessa's brainwashing, and it went much smoother and faster with Penny Pinch's own cooperation. And they decided they would write down what the cure was this time in case this happened again, with Twilight mentally chiding herself for not thinking to do that the first time. After all, supervillains always escaped their prisons.

The Power Ponies stood at the edge of a harbor, with Penny and Mighty Endowed tied to pods, tape wrapped around their chest to suppress them.

"Are you sure you want to do this?" Twilight asked Penny. "You could always try to make amends. It's not too late." Twilight glanced at Mighty, who was growling, hissing, and biting. "Maybe it is for her, but not for you."

"Yes, Twilight, I'm sure." Penny answered. "This is what I deserve. To be imprisoned. And if that means having to go to another dimension to do it, so be it."

"Well." Power Girl said, walking onto the scene. "I'd better get these ladies going and drop them off in the Phantom Zone before they cause any more trouble."

Power Girl flew up and grabbed the tips of the pods, lifting them off the ground.

"Okay!" Twilight saluted and waved them off as Power Girl flew them away. Penny would have waved back, but as she was restrained ...

Elsewhere, the various victims were beginning to recover from their haze. Wonder Woman and her sparring partner pulled themselves, wondering why the ground was soaking wet in front of them, before blushing and hurrying to put their armor back on when they realized they were topless. Starlight and Trixie abruptly and suddenly pulled themselves away from Sunset. If she was honest, Sunset, despite being in her right mind, was still a little disappointed. Zatanna's magic show was cancelled, the reason given being "bad weather." And as for Celestia ...

"Princess!" The Guards said.

"Look out the window! The weird rain is gone!" The Guard said. "We don't have to do this anymore!"

Celestia glanced out the window. "Yes, I suppose it is." She turned back to them, pinching their cheeks.

"But just because we don't have to keep doing this, doesn't mean we can't." She said with a lecherous grin. The Guards gulped. They were going to be here awhile ...

Penny Pinch and Mighty Endowed floated on their pods in the Phantom Zone, the pods drifting aimlessly through space.

"Hmm." Penny grunted.

"What?" Mighty asked.

"You know, it's funny ..." Penny said. "At the time, I didn't think I would ever forgive myself for that children fiasco with the machine ..."

"Uh-huh ... annnd?" Mighty asked.

"Now I realize ... I just need to be more careful next time." Penny said.

"Next time? I thought there wasn't going to be a next time. I thought you gave up, turned over a new leaf, Penny Pinch."

"So did I, Nina Dowd. So did I." Penny said. "But you know what?"

Penny Pinch took in a deep breath, letting the milk flow out of her nipples. It ate away the tape, washing the adhesive off the inside edge. Her restraints loosened, The Contessa was able to wiggle her arm free. She pulled at the tape, peeling it off, freeing herself. She jumped up and kicked at her pod, knocking it away.

"I'm bored."