Tentacles

Chapters

chapter 1
Chapter 2
Chapter 3

chapter 1

Twilight Sparkle glanced up from the large tome laying open in front of her and ran a pale lavender hand through her already disheveled hair. She heaved a tired sigh and looked back down, double checking her calculations for the hundredth time before addressing her assistant.

“Okay, Spike. For this to work I’ll just need you to stand right there…”

“Here?” the younger man questioned, pointing to a massive, ominous looking

pentagram chalked onto the hard oak floor, a white candle rested at each of the star’s five points.

“Yes, Spike. There.” she replied with a gentle nod of her head. “Just stand in the centre and stay as still and as quiet as possible. I soundproofed the room in preparation for this spell for a reason. This will be very tricky, but I’m confident that it’s well within my abilities to complete it flawlessly! If it works, as I’m sure it will, then all this effort will undoubtedly be worth it.”

“Uh, Twilight. Run through this spell again for me, will you?”

“Oh, of course. You see, this spell is designed to alter a person’s physical form. Different variations grant different things, and in this trial I’m going to try to magically generate extra limbs on your body, hopefully when it’s done you will have two new, fully functioning arms located roughly five and a half inches below your natural arms. Clear?”

“...I guess.” he said hesitantly. “Well, let's just get this over with already, I’ve got chores to do, y’know.”

Twilight smiled at Spike and giggled. “I know, I know. This will be quick, I promise. And, hey, if all goes well then you’ll have two extra arms to get your chores done even quicker! Oh, think of how many people this will benefit!”

“Yeah… um, how long will those things even last?”

“The text doesn’t specify, but if they become troublesome let me know right away and I’ll develop a counter spell to get rid of them.” she nodded, apparently satisfied with her plan.

Spike shrugged and stepped into the circle, positioning himself in the middle of the odd looking star.

“Aight, Twi. Do your stuff.”

Twilight nodded and drew a deep breath in, slowly letting it out through her nose. She repeated the process a few more times until her heartbeat slowed and her body became languid. The air around her began to feel thick and heavy, almost like it was charged with something, and soon a faint wind picked up, blowing Twilight’s navy hair all about her face. Her eyes shot open as the air grew heavier, her irises dominated by a fierce white light that seemed to shine from within her as she began chanting. The complicated and ancient verses from the tome before her rolled off her tongue and hung in the air around her, charging it with potent magical energies and stirring the wind to a violent gale. The pages of the book fluttered wildly and Twilight's clothes snapped at her lean frame as a result of the wind. The magic hanging in the air thickened and drifted towards Spike, surrounding him and coiling around his tense body, forming an arcane cocoon of sorts. Tangible wisps of magic flicked through the air as Twilight commanded the energies to change Spike’s body to the form she desired.

Twilight raised her hands and began tracing complex patterns in the air, dictating the spell’s task. She finished a particularly complex one with a flourish and barked something in a harsh voice. The wind died down instantly and the magic dissipated, freeing Spike from its hold. Twilight scrunched her face up and closed her eyes, rubbing at her throbbing temples.

“Well,” she sighed after a moment, not looking up. “How do you feel, Spike?”

There was no reply.

“Spike? Did you hear me?”

Still, no reply came.

“Spike!” Twilight opened her eyes to glare at her assistant, only to stop short. Seconds later a scream tore from her throat as she registered what stood before her.

“Oh, Celestia, what have I done?” she breathed in shock, unable to tear her fearful eyes off the creature in front of her.

“Oh man, Twi.” Spike groaned. “Whatever that spell was, I feel really weird.”

“Spi- Spike! Just stay there! I’ll fix this, I promise!”

He cocked his head to the side in a confused manner. “Fix what?”

“Look at yourself! I turned you into- Into a monster!”

“What? Twi, relax, I’m sure it’s not that bad…” Spike reassured, reaching his hand up to scrub at his face. Catching sight of the limb, he paused.

“Holy fuck, Twilight.”

“I know!”

He raised a large purple and green tentacle and pointed it accusingly at Twilight.

“You better fix this,” he shouted angrily. “Or I swear I’m never doing anything for you ever again!”

“I know, Spike! Give me time! I- I need time!”

Spike glared fiercely at her for a moment, then took stock of his new and misshapen body. He seemed to have sprouted countless amounts of tentacles, some absolutely huge, and others ridiculously small. Some were bright green with purple spots, others purple with green spots. He noticed a few of the appendages were tipped with feathery like tendrils that waved around softly, as if they were tasting the air. Others looked like flower buds, with four petals soundly closed, protecting whatever was inside. When one opened briefly, Spike saw that they were in fact small mouthed tentacles. The majority of the pulsing masses, though, ended in pale, bulbous, cock-like heads that varied in size.

With a deep, angered sigh Spike continued surveying his body, taking note of everything else that was different. He was now much taller, enormous, even, and the top of his head grazed the ceiling. He had no discernible arms or legs, but rather, his entire body was composed of tentacles that oozed an odd, slimy fluid. His dull, oily flesh throbbed with every breath he took and his many appendages undulated of their own accord.

“Dammit, Twilight! How did this happen?! I thought you knew what you were doing!”

“I’m sorry, Spike! I- I thought I did! I don’t know what went wrong!” she cried, tears gathering in her eyes, slipping free to drift down her cheeks.

“Fucking fix this, now!” he bellowed, his rage growing stronger the longer he looked at what he’d become.

“I- I will! Give me time, Spike! I can’t do it right away!”

Spike roared in anger, his cry shaking the library itself, and causing books to topple off the shelves. One such book, a hefty looking volume, fell down and caught Twilight’s shoulder, catching her by surprise and causing her to fall to the ground.

“Spike! Calm down!” she hollered, covering her head with her arms to ward off any more falling books.

“HOW CAN I BE CALM, TWILIGHT?! LOOK AT ME!” Spike lashed out in fury at Twilight, gripping her forearm with a tentacle and squeezing.

“Spike, this isn’t like you! I think the spell is wreaking havoc on your emotions as well as your physiology. You need to calm down, or who knows what could happen!”

He let a growl escape him, but loosened his grip on Twilight, allowing her arm to slip free.

“Thank you, Spi-” she screamed, breaking off mid-sentence as Spike once again grabbed her, this time wrapping his tentacles around both her arms and legs and hauling her into the air so she was level with his eyes.

Spike inhaled deeply, a feral look darkening his features.

“Spike, let me down this instant!” she screeched, thrashing in his iron grip.

“No, I don’t think I will.” he paused before continuing in a booming voice, “You- You smell delectable, Twilight. It makes me just want to... ” he trailed off, letting a tentacle wrapped itself loosely around her midsection, teasing her sweater higher to expose more of her flawless lavender flesh.

“Spike, get a hold of yourself!” she brought her gaze to rest on his face, and a heavy pit of fear began to build in her stomach. His eyes were hungry, and his mouth was drawn into a snarl.

Her Spike wasn’t in control anymore.

“Let! Me! Go!” she squealed, thrashing with renewed vigor, all the more desperate to escape his hold.

“Oh, no, Twilight. Enough of that.” Spike said, his voice deep and raw, echoing off the walls of the library. More tentacles crept up and surrounded Twilight, some wrenching her arms behind her back while others tore her clothes violently from her body.

“No, no, no, no! This can’t be happening! This can’t be happening” she sobbed in fear, her struggles growing weaker by the second.

With a malicious grin, Spike wrenched her legs apart and gazed at her exposed pussy. A feathery tentacle rose and dragged itself across her slit, smearing the potent aphrodisiac it excreted along her flesh until her mound was coated in it. Two more tentacles appeared and began trailing along her body, tracking the fluid everywhere they touched.

Twilight had given up her struggles and was sobbing brokenly now. Two thin green tentacles wrapped themselves around her modest breasts and squeezed gently, pushing them outwards so that two smaller, mouthed tentacles could affix themselves to her nipples. Twilight gave out a sharp yelp as they bit down on the sensitive flesh, but soon her eyes widened and a few small moans escaped her as an unseen organ inside the tentacle began caressing and tweaking them. Within moments the twin appendages had teased Twilight’s body into enjoying their ministrations, and her nipples puckered into hard points atop her strained breasts.

Silently, a much thicker tentacle appeared and hovered in front of Twilight’s now wet pussy. With little fanfare it pressed forward and speared her on its impressive length.

“Oh Celestia!” she cried in fear and shock, her eyes flying open and a scream echoing from her mouth. As her mouth gaped, another appendage dashed forward and filled it, distending her jaw and poking at the back of her throat in one fell thrust.

When the tentacle in her cunt slowly began to move, Twilight’s frantic eyes rolled skywards and her head lolled back. Within moments faint moans sounded from around the tentacle-cock in her mouth, and her tense body loosened up considerably.

The limb inside her pussy was massive and stretched her painfully wide, but thanks to the aphrodisiac flooding her system every sensation of agonising pain that her body was subjected to was quickly translated into pleasure. The pace of Spike’s tentacles quickened as he became familiar with Twilight’s body. His member throbbed hotly, its heat searing her needy cunt in the most delicious way possible as he filled her completely. Her body hummed in misled delight, every touch sending shocks of intense sensations straight to her core. The head of the tentacle inside her sopping snatch readjusted itself slightly, ensuring that every movement it made connected with the most sensitive parts of Twilight’s walls and drove her crazy.

A thin tentacle trailed along her thigh and came to rest beside her swollen clit. Carefully, it curled around the small bud and massaged it rhythmically, causing Twilight to jerk and squirm erratically in evident pleasure.

Spike grunted as he pistoned a tentacle into the tight cunt in front of him, relishing every movement that Twilight made against him. Her walls convulsed around him, milking him and caressing him in their velvety embrace. The sweet lavender scent of her arousal permeated the air in the room and drove Spike’s insatiable lust even wilder. He increased the speed of his thrusts, pounding into Twilight with hard, jarring pumps that bumped harshly against her cervix.

The tentacle in Twilight’s mouth throbbed madly and slowly started pumping inside her. It drew back, then snaked inside her tight throat again; the sweet fluid excreted by the appendage coated her tongue and mouth allowed its entry to be swift and easy. Its thrusts grew longer and more forceful as it forced its way deeper inside her body, eventually pushing its way through the long tunnel of her esophagus and bottoming out inside her stomach, causing it to bulge outwards with every stroke. Twilight, oblivious as she was, took no notice that her ability to breathe remained even though she wasn’t taking in any oxygen.

Each violent thrust drew a moan from Twilight, her body floating on the sensations that endlessly bombarded her senses. Each movement of the cock-like limb inside her pussy sent fire coursing through her veins and left her panting for more. She screamed out in bliss around the thing invading her mouth, her sleek, sweaty body writhing in pleasure as Spike used her as his own personal fuck-toy. The feeling of the tentacle delving into her throat and insides struck her rational mind as totally wrong, but any negative thoughts were washed away as it drew back, scraping against her tongue and the walls of her throat in the most erotic way possible and sending her into a sex-crazed frenzy.

Gasping hard, Twilight’s eyes briefly fluttered open only to squeeze shut again in anticipation. The maelstrom of sensations that had been gathering in her cunt suddenly coalesced into one point of pure, agonising bliss that exploded outwards, flooding her entire being with unending waves of pleasure. Twilight screamed out as best she could, straining against her restraints as her body convulsed in an earth shattering orgasm. Her stuffed, dripping pussy clamped down on the invading tentacle and the feeling of it sliding against her sensitive walls intensified with every thrust, prolonging her delicious orgasm.

While Twilight was blissfully unaware and otherwise occupied, Spike’s tentacles began pumping even more viciously into her. The member in Twilight’s cunt pulled back and rammed forward harder than before, breaking past her cervix and into the warm, fertile womb that lay beyond.

With a bloodcurdling scream Twilight convulsed again, her sopping pussy dripping with her juices as yet another orgasm ripped ruthlessly through her body. The aphrodisiac in her body warping her mind into thinking the torment she was suffering was actually pleasure, thus trapping her in the clutches of an endless climax.

Spike’s appendage pulsated, expanding to stretch Twilight’s pussy to its very limits. With a grunt his thrusts grew more forceful, her strained and glistening belly bulging with every stroke.

The tendril that was wrapped around Twilight’s clit unwound itself and slithered away, making room as another mouthed tentacle appeared and clamped its jaws around her sensitive button. Its tongue-like organ laved the nub while its needle thin teeth found purchase around the base of the nerve bundle, adding to Twilight’s already seemingly endless release.

Another tentacle-cock sought out the muscular ring of Twilight’s ass, quickly pushing forwards and imbedding itself in her incredibly tight passage. The delirious woman's moans came out as faint gurgles while she bucked as best she could against this new intrusion. Her stuffed holes pulsed and convulsed around the tentacles inside them, clinging desperately to them in an attempt to keep them from withdrawing.

Each time a tentacle drew back, Twilight feared they’d leave her for good and abandon her when her hungry body wasn’t satisfied. She had long since lost count of how many times she’d cum around the thrusting tentacles, but it wasn’t enough. Nothing could quench the fire that was burning throughout her very being for too long, but when the mind-numbing bliss of release rocked her to her core, she could forget about her needy body and lose herself in the sensations. Every time the limbs moved she feared it was for the last time, and every time they slammed back into her she screamed in joy, feeling safe with the knowledge that as long as they found her body useful she’d continue to ride on wave upon wave of all-consuming pleasure.

Another cock-like tentacle slithered into Twilight’s stretched asshole, joining its brother in thrusting into her nubile young body. They snaked deeper, their sweet, slick fluids making the journey higher into her form effortless.The invaders came to a stop a few inches later, when Twilight's rear passage became too tight for them to progress any further. In unison they both drew back until just their tips remained within the strong grasp of her ass, paused, then shot forward and buried themselves inside her as deep as they could. They quickly sought out a rhythm that allowed one to thrust in whilst the other drew back. Working in tandem with one another they quickly added to the already overflowing well of sensations that flooded Twilight’s mind, body and soul.

The assault on Twilight’s body continued for hours, leaving her exhausted and almost comatose from the near constant state of orgasmic bliss she was suspended in. As Celestia’s sun peeked over the horizon and Ponyville began stirring, Spike’s form tensed up and jerked forwards with a resounding growl. The tentacles occupying Twilight’s tired body stiffened and pulsed, their throbbing masses expanding to completely fill whatever hole they were in.

Dazed and confused as to why they were no longer moving, Twilight pried her eyes open and blearily focused them on the monster surrounding her. The bloodshot orbs flew wide as she watched the limbs seat themselves inside her, completely sealing her holes. She gurgled in protest, but her complaints were ignored as a torrent of horribly salty and thick fluid surged over her tongue. Choking in surprise, she squeezed her eyes shut again and painfully swallowed as large a gulp of the stuff as she could manage, lest she drown in it.

As she drank down mouthful after mouthful of the monster’s ejaculate, the tentacles in her ass and pussy bathed her insides in copious amounts of cum. The flow showed no signs of slowing for what seemed like an eternity to Twilight’s battered body, and she soon found, with growing fear, that her stomach and ass were becoming painfully full. Her belly was now swollen with the sheer amount of seed that lay within her, and the tentacles were so tight inside her that none could escape the seal they created.

A few panicked moments later Spike’s eyes opened and he moved, roughly lowering Twilight to the ground and dropping her unceremoniously in a heap on the floor. His tentacles fled from her form and merged back into the undulating mass of tentacles that was his body as his cum poured out of Twilight’s abused ass and pussy. With another growl he turned and smashed through the wall of the library and out onto the streets of Ponyville.

Within seconds of being dumped on the floor, exhaustion overtook Twilight. Her limbs grew heavy and with a final groan her head hit the ground. The last sight she saw before she floated into unconsciousness was of Spike’s grotesque form advancing on Carousel Boutique, his heavy footsteps and commanding roars echoing evilly throughout all of Ponyville.

Chapter 2

It was a brand new day in Ponyville, and as the soft glow of the rising sun gently filtered through the sleek yet practical drapes of Carousel Boutique, a gorgeous and sophisticated young woman by the name of Rarity opened her eyes sleepily and gave a dainty yawn. Rolling over, Rarity’s bleary eyes traced a lazy pattern on the wall, her hand trailing idly along the silk sheets of her queen-sized bed. After a few precious minutes of lazing about, she let slip a resigned sigh which was soon followed by the muffled sound of a comforter being disturbed as she slipped out of bed.

For Rarity, each day started more or less in the same way as the previous one. She woke up, gathered the courage to leave her warm, welcoming bed, showered, had her industrial strength cup of coffee (black, of course) alongside a quick and healthy breakfast, and then spent the rest of her day working, unless previously arranged meetings with friends or impending catastrophic disaster dictated otherwise.

Today proved to be no different as Rarity padded silently down the short flight of stairs outside her bedroom and made her way into the kitchen. Pausing to flick the stove-top on and get out the ingredients for a simple omelet, she began rummaging through her cupboards in search of her precious caffeine. After a moment, however, her movements became infinitesimally more frantic as her efforts churned out nothing more than a packet of Earl Grey tea and a few loose coffee grounds. With an unladylike grunt she started emptying the shelves, setting each item on the counter below in an attempt to isolate the elusive container of coffee. A few minutes later, when still no coffee was found, she made an angry noise in the back of her throat and flicked the stove off.

“Well now, Rarity. It seems you’ve done it again! Neglecting to pick up coffee… I simply cannot believe that I overlooked such an integral part of my morning routine!” a few grumbles later Rarity was rather hurriedly walking towards the market, a ten dollar bill clutched tightly in her hand.

Had the fashionista not been so focused on her new mission, she might have heard the formidable crack as the wall of Twilight’s library was demolished, and the booming noise that had followed, but this was not the case, and her brisk walk away didn’t falter in the slightest.

A few minutes after Rarity’s departure there was a timid knock at the door of Carousel Boutique. Outside, Flitter nervously shifted from foot to foot, her eyes shifting quickly to ensure no one was around. After waiting a moment and receiving no answer, she raised her hand and knocked lightly on the door to the shop again, her heart thumping heavily in her chest as she recited what she was going to say.

“Oh! Hey there, Rarity. Listen, I was, um, I was wondering maybe, i- if you wanted to hang out or something later… like, in a date-y kinda way, y’know? ...no. No. Wrong, too awkward, Flitter!” she reprimanded herself angrily. “You can come up with better than that!”

She turned to knock once more, but hesitated, her arm suspended in front of the door for a few tense seconds. Shaking her head, the woman let her arm fall to her side, a small frown marring her features as she let her nervousness get the better of her. Slowly, she turned away and summoned her ethereal wings. She took gracefully to the air, soon falling deep into thought as she flitted quickly through the cloudy sky towards her home in Cloudsdale. Thoughts of a beautiful dressmaker dominated her mind, so when a green speckled tentacle shot up through the clouds in front of her, it took her completely by surprise.

It whipped towards her faster than she could react, and before she could jump away it had wrapped itself tightly around her small waist. It pulled her down towards the clouds, and Flitter clawed at the fluffy white masses in a panic, trying and failing to squirm out of the monster’s grasp. In seconds she was staring in shock at the enormous thing that had taken her. The thing’s face glowered at her, its bulging eyes boring into hers while its jagged gash of a mouth moved silently, its tongue waving about as if it had a mind of its own.

Time seemed to slow for the terrified young women, and all she could focus on was the horrifying thought that she was going to die. A shrill scream flew from her mouth and pierced the air, causing the creature to clutch at the sides of its head in pain. It lashed out at Flitter with more tentacles, wrapping multiple appendages around the her arms and legs. A thicker limb shot forward and buried itself inside the screaming girl’s gaping mouth, effectively shutting her up. More of the slimy tendrils rose from the heaving mass below and tore Flitter’s damp clothes from her athletic body, wrapping around the bare skin of her stomach and neck to hold her in place.

Fat tears of terror rolled down Flitter’s cheeks as she helplessly watched the monster immobilise her. Within seconds her entire body was being touched and groped by the waving things, her head shaking back and forth in a silent ‘no’ as a thick fluid began to coat her pale persian blue body wherever the cold flesh of the monster touched her. Her wings flapped uselessly behind her, her mind too petrified to still or dispel them. Eventually the monster grew tired of their weak struggles and sent another limb out, painfully binding the frail wings together behind Flitter’s back as she tried in vain to cry for help.

“Spike wants more!” the thing’s voice boomed.

Flitter gurgled, choking hard against the tentacle in her mouth as it took action and began thrusting hard into her throat. It slithered mid-way down the muscular tube, coming to a stop as the convulsions of the girl’s throat grew stronger.

With growing horror Flitter realised what the thing, Spike, was going to do to her. She squirmed with all her might to free herself, but succeeded only in causing the monster to tighten its grip upon her. Her horror increased tenfold when she concluded that not only was it likely that she was about to be raped, but she was also getting wet!

As it dawned on her that her body was betraying her, Flitter felt something thick probe at her vulnerable entrance. Her eyes flew wide in fear as the thing slowly pushed inside her virgin tunnel at the same time as the tentacle in her mouth descended deeper into her body.

Her entire body tensed and seized up at the sudden invasion, her cunt clamping down on the intruder in a utterly futile attempt to hinder its progress. The tight vice of her walls only served to excite Spike further, prompting him to fill Flitter’s pussy in one thrust, the head of the tentacle banging against her cervix and filling her with an uncomfortable sensation of unavoidable pressure.

Flitter squeezed her eyes shut and tried to retreat into her mind and forget what was happening to her. This worked for all of a few seconds, but her newly fabricated world quickly crumbled around her as a tentacle gently stroked her clit, sending a bolt of pleasure through her body. Without warning the tentacle opened its previously hidden maw and clamped down on her pleasure button, eliciting a muffled cry of pain and pleasure alike as its fine teeth became imbedded in her sensitive flesh.

Her pussy was throbbing now, and not in an unpleasant way. In fact, she began to squirm not away from the appendage violating her pussy, but towards it instead, desperate to seek out more stimulation. Every movement the tendril made sent fire coursing through her veins where it slowly gathered in her belly, building into a roiling ball of unimaginable pleasure.

The tentacle in her mouth began thrusting inside her rhythmically; slowly sliding back against her tongue and cheeks until her hypersensitive mouth felt absolutely raw with sensation. Suddenly, it would shoot back inside, shoving its way past her tight throat and into her empty stomach, where it would linger, pulling back a few inches and pumping back inside with short, sharp thrusts that never left her throat.

Flitter was a gurgling mess now, bucking mindlessly against the thing in her pussy as she tried to reach her climax. Her sopping slit was stretched wide around the invading limb, her walls gripping the intrusion with steely resolve to keep it inside her. Each time it withdrew the trek was slow and deliberate, and each time it slid back inside it was harder and more forcefully than before. It wasn’t long until its thrusts became violent enough to slam through Flitter’s cervix.

As the tentacle curled inside her womb Flitter shuddered and jerked wildly in the throes of a powerful orgasm. The inferno that had been raging inside her suddenly exploded, flooding her body and mind with a sensation so powerful that it rendered her helpless.

While she floated on euphoric waves of unadulterated bliss, Spike directed another tentacle to Flitter’s asshole. The slimy member stroked the puckered star, sliding inside easily and slithering deeply into her backside. The tentacle created a rhythm with the limb thrusting in Flitter’s pussy, and together they had her writhing in orgasmic bliss near constantly. The appendage working her tight ass throbbed and expanded, filling her cavity as much as it could. It continued pumping inside her, putting pressure on the tentacle in her cunt and pressing it harder into the opposite wall of her pussy, directly over one of her most sensitive spots.

Each stroke stoked the burning fire inside Flitter; the feeling of the tentacle pushing inside her depths drove her wild with need and had her pussy, ass, and throat clamping down on their respective invaders as they tried to glean as much stimulation from them as possible.

“What the fuck are you doing to my sister, you fucking monster?!” a voice hollered out in horror a few metres away from the whole mess.

Spike turned his great body to face the intruder, his expression growing even hungrier as he caught sight of the supple young body of Flitter’s older sister, Cloudchaser.

Without warning a torrent of tentacles shot at Cloudchaser as her sister rode yet another orgasm. With a scream for help, Cloudchaser dove towards Flitter, choosing to help her sister rather than run away. As she drew closer to Flitter’s bound form a tentacle whipped across Cloudchaser’s wing, throwing it out of sync with the other and sending her into a downwards spiral. She never hit the ground, though, as a net of tentacles caught her and wrapped around her flailing limbs with lightning speed. Within moments she was just as bound and helpless as her sister. Her clothes were quickly liberated from her body, and the tendrils caressed her pale skin, smearing the potent aphrodisiac everywhere they could reach.

Cloudchaser was horrified to find her body responding to the drug, shuddering as her nipples quickly hardened into delicate points atop her breasts and her pussy grew moist. Sucking in a breath, Cloudchaser began screaming bloody murder, Spike however, paid the noise no heed. With deft movements, two tentacles fixed their jagged mouths onto Cloudchaser’s nipples, the sounds of sloppy sex floated through the air all around them.

Spike’s anger mounted, and in a rage he thrust a mildly slimy tentacle past the tight muscle of Cloudchaser’s puckered star. The large tendril moved forwards, through her intestines and into her stomach. Cloudchaser could feel the sheer wrongness of this action, and her screams became increasingly louder because of it. The tentacle inside her slithered higher, creeping up her throat and cutting off her air supply, thus silencing the shrill noise that had been bombarding Spike’s poor ears.

Spike grunted with satisfaction as the tentacle emerged from Cloudchaser’s gaping mouth and waved about.

Flitter’s eyes opened momentarily and fixed on the scene in front of her. When her eyes met the sight of a tentacle going all the way through her sister, her body tensed and pleasure momentarily became a thing of the past. Her gurgled moans of pleasure became screams of renewed fear, and all she could feel was the agony in her insides.

The tentacle inside Flitter’s sopping cunt changed tempo, moving slowly inside her, eliciting a moan from her as it dragged deliciously against her g-spot. Flitter soon found herself melting back into the land of oblivious pleasure that she had occupied moments before.

Meanwhile, the tentacle buried inside Cloudchaser began pumping through her body; retreating down her throat only to shoot up and cut off her air supply once again, leaving her choking helplessly for air upon the thick invader. Her tongue protruded from her mouth, hanging limply while Spike used and abused her body.

Another tentacle, thicker than the one already inside her, felt around at the entrance to Cloudchaser’s pussy. It traced her folds coolly, tickling her nethers with curious movements before slowly pushing inside her. The penetration was surprisingly erotic to Cloudchaser’s drugged mind, and the feeling of being filled completely sent her body into overdrive. Every movement, every sensation, every touch felt like the most pleasurable caress she could imagine. Being stretched so wide drove her crazy, and it wasn’t too long before she was cumming wildly around Spike’s thrusting member. She didn’t even notice when a second tentacle joined the first in her cunt, nor did she pay it any heed when they enter her womb, causing her stomach to bulge obscenely with every pump.

The sisters' abuse went on for hours as Ponyville continued about its day, each lost in their own deliriously blissful world, oblivious to the others plight not even ten feet away. Soon, their pleasure turned to strain as their bodies protested the endless consumption of energy. It was at this point that Spike tensed and thrust into the sisters particularly hard, burying himself inside their warm walls as his tentacles throbbed and twitched erratically. Each limb emptied torrents of cum into the girls; some shooting out and down Flitter’s throat while her cunt and fertile womb were bathed in the searing hot seed. Cloudchaser’s mouth became heavy and the sickly tasting fluid drooled uncontrollably from her maw and onto the ground below.

The tentacles expanded, creating an impenetrable seal that caused their bellies to swell as the hot cum collected inside. Their flesh stretched to their limits, and still they were pushed further. Eventually, when they both were crying again from pain and discomfort, Spike moved. The tentacles lowered themselves and the girls closer to the ground and dropped them no-so-gently to the dirt, rivers of cum flowing messily from their broken bodies.

Both sisters passed out on the ground, tears drying on their cum stained faces as thunderous footsteps receded into the distance.

Chapter 3

Chaos.

Everything was chaos.

Not even an hour earlier had the exhausted body of Twilight Sparkle been found. At the time, she was in the midst of a quickly fading period of lucidity, and had barely enough time before she passed out again to warn those who found her of the monster that would soon be terrorising Ponyville.

They didn’t believe her at first, but mere minutes later another pony found the abused forms of Cloudchaser and Flitter lying in the dust of a seldom used street on the outskirts of town. When it was found that their stories were remarkably similar to that of Twilight’s, shock went through the town.

Preparations had to be made, and precautions taken. They couldn’t allow anypony else to be violated such as poor Twilight, Flitter and Cloudchaser had been.

They didn’t know what the monster was, only that it was hungry for something that none of them wanted to give. Some debated that it was a monster from the Everfree forest, while others thought that it was one of Twilight Sparkle’s rare failed experiments. However, the vast majority came to a general consensus: it had to be an animal of some sort, and who better to deal with misbehaving and volatile animals than the meek little woman who lived on the edge of town?

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Hurried footsteps echoed throughout town as everyone scrambled for safety, but one frantic set of footfalls came to a stop outside of a quaint little cottage near the edge of the Everfree forest.

“Fluttershy! Come quickly,” the owner of the footsteps called. “We need your help! There’s a- an animal… thing in- in town! It’s doing unspeakable things! Just- just hurry!”

On the other side of the door, a startled noise sounded from the woman hiding underneath her soft pink hair. Fluttershy’s eyes flew wide for a moment, her heartbeat picking up its pace as she scooted away from the source of the loud noise.

“Fluttershy! Come on! We need your help right now, it’s urgent!”

“Oh.” Fluttershy squeaked nervously. She hated being put in the spotlight. “I- I don’t know if- if I’m the right person to- to help…”

“We don’t have time for this!” the voice hollered. “Get out here now and help us for Celestia’s sake!”

Fluttershy squeaked fearfully, but managed to climb shakily to her feet. If Ponyville was in danger because of some rogue animal, it was her job as an Element of Harmony, and as the town’s only veterinarian, to try to get things under control.

With a deep, drawn out sigh the pale yellow skinned girl straightened her back and held her head up high. Reaching out to the door of her home, she opened it with a confident flourish, leaving her face-to-face with none other than Missus Mayor herself.

“Alright.” Fluttershy began, “Where’s the trou-”

“Oh Celestia! It’s coming! Fluttershy, do something!”

“Wha-” Fluttershy’s words froze in her throat as a deep rumble reverberated throughout town. With a loud crack, tree branches rained down from behind her cottage and hit the soft ground with dull thumps. Missus Mayor whipped around to face the noise so fast that even Rainbow Dash would’ve been impressed, leaving Fluttershy standing there, stock still and too petrified by the bone-shaking roar that echoed off the trees to even move.

Taking in a shaking breath, Fluttershy slowly got her wits about her and turned around to face what ever had the mayor so scared. Her timid teal eyes started at ground level and took in the thing’s lower half, where its purple and green coloured, tentacle-like limbs quivered and waved about erratically as it hauled its enormous bulk across the soft grass in a seemingly impossible fashion.

Her eyes growing wider every second, Fluttershy drew her gaze higher, letting her eyes fully take in the beast before her. A soft oh left her parted lips as she surveyed its swaying mass of tentacles, the slick-looking appendages grasping at the air, as if trying to reach something just beyond their alien grasp. Unidentifiable fluids dripped from the creature, rolling in oily rivulets down its heaving form to collect in the deep, uneven troughs that had been carved out in the dry dirt below from the thing’s slow, but steady trek forward.

Tentacles weaved in and out of the main body, crossing over and under each other in a tangled mess that covered the thing’s entire torso in what Fluttershy deemed a nearly impenetrable web of ever-moving limbs. This web blocked her view of its actual body, leaving her to wonder just what the creature looked like.

Looking higher, Fluttershy gasped at the thing’s face. Its watery eyes were wide and bloodshot and darted around wildly, giving it a terrifying, feral look that sent shivers of fear shooting down Fluttershy’s spine. She stared, completely transfixed, into its eyes. It was like- no. That was impossible. ...it was almost like, if she looked hard enough, she could see something deep inside it. Something that almost reminded her of one of her younger, fire breathing friends… but that was impossible, Spike was at the library with Twilight. And there was no way this thing could be Spike.

Completely impossible.

Right?

“Fluttershy! Do something already! It’s getting closer! Don’t let it come any closer, or it’ll hurt us like it did Twilight!”

Fluttershy’s head shot up and looked at Missus Mayor with fierce eyes. “It hurt Twilight?” she questioned quietly, a fire sparking to life in her eyes.

“Y-yes! Now do something!”

A small, almost inaudible growl came from Fluttershy as she jumped into the air and summoned her wings, shooting towards the creature tearing through the woods behind her home with lightning speed.

“Now listen here, you!” she hollered commandingly at it, the spark in her eye exploding into an anger-fueled inferno. “Just because you’re bigger than everyone else does not mean that you get to be a bully!” Fluttershy drew closer to it until she was hovering in front of its snarling maw. With a sharp intake of air, she opened her eyes wide and stared dead on into the thing’s own eyes, trying with all her might to imbue her will into the lingering gaze. For a few tense seconds the thing stared back at Fluttershy, not blinking or moving. Each of its tentacles stilled and drew in closer to its body as The Stare began to take effect.

“Now then, Mister, I want you to march right up to Missus Mayor and apologise for terrorising her town! And then you’re going to apologise to my friend Twilight, and the entire town for all the harm you’ve caused. Got it?!” Fluttershy narrowed her eyes at the creature and her gaze intensified. Shyly, the thing lowered its gaze and nodded what Fluttershy thought to be its head.

“Good!” she said rather forcefully. Flying back to give the thing some distance, Fluttershy raised an arm and pointed to Missus Mayor standing on the ground below. “Now go apologise, Mister.”

The thing seemed to shrink in on itself as it meekly turned to Missus Mayor and began advancing, Fluttershy following closely behind. A few moments later it came to a shuddering stop before the older woman and lowered its shapeless head closer to her.

“S- Spike n- not sorry…” it mumbled in her direction, close enough to the startled woman so that only she could hear its words.

“W- what?” Missus Mayor stuttered nervously.

“Spike’s not sorry!” it repeated, rearing up higher and growling loudly. “Spike’s never sorry! You give Spike more or Spike will take it from you!” it roared, blasting Missus Mayor with a hot jet of sickly smelling air.

“F- Fluttershy! Help me!” she yelled as the thing’s tentacles came back to life and wrapped themselves tightly around her arms.

“Missus Mayor!” Fluttershy cried, darting towards the other woman as quickly as she could. With terrified eyes she watched as the thing grabbed Missus Mayor and began dragging her arms behind her back, the painful position thrusting her chest forward and caused her bountiful bosom to strain against the cloth of her modest blouse. With a pop, the first three buttons of her shirt came loose, allowing the material to part and bare the tops of her breasts to the monster assaulting her.

With frantic movements Fluttershy grabbed on to one of the creature’s- No, on to one of Spike’s tentacles and tried desperately to pull it back and away from Missus Mayor. Preoccupied in her attempt to rescue the other woman, Fluttershy didn’t notice the tentacles that were drawing nearer to her with every passing second.

With a growl, Spike lashed out and caught Fluttershy’s lean legs within the grasp of his many tentacles. The timid girl cried out in fear, releasing the limb she was tugging at to grab at the ones that now held her prisoner. More of the dexterous appendages shot out from the main mass and latched on to her flailing arms. They tightened around her and drew her limbs as far apart as they would go, wrapping around her flickering wings and flattening them against her back as well. More of the slick tentacles wrapped around her waist and tore her already disheveled clothes from her prone body, leaving her bare and exposed to whatever demented whims Spike had.

Meanwhile, Missus Mayor struggled fiercely against the limbs restraining her. Her legs thrashed wildly, successfully keeping the tentacles from grabbing them, too. She strained her arms, bringing her upper arm just close enough to her head for her to twist around and clamp her sharp teeth around the tentacle binding them. With a shriek, Spike flailed his tentacle and flung Missus Mayor to the ground. Crying, the woman shot to her feet and started in the direction of town, only to be halted when a gasping call for help reached her ears. With only a moments thought, Missus Mayor turned back and ran towards the bound form of Fluttershy.

With a feral cry, Missus Mayor jumped up and grabbed a hold of one of the limbs restraining Fluttershy. Grunting, she pulled herself higher so that she was face-to-face with the younger girl. Her hands found the tentacles holding onto Fluttershy’s arms, and pulled, trying in vain to loosen their steely hold on her friend. Preoccupied as she was, the mayor still managed to notice one of the tentacles raising up and darting towards her. In self defense, she her arms drew up to cover her head, allowing the tentacle to wrap around both her wrists. Without her hands to balance her, Missus Mayor fell forward onto the naked form of Fluttershy. Blearily, Mayor raised her head to look Fluttershy in the eye.

“I’m sorry.” she whispered in defeat as countless tentacles descended on the duo. Slimy limbs dragged their potent aphrodisiac over every inch of Fluttershy’s exposed flesh as more tore Missus Mayor’s clothes from her body, leaving her screaming in anger and fear. More of the limbs wrapped around both Fluttershy and Mayor, tightening and bringing their naked bodies closer together as the drug began working its way into their systems.

Her tears still flowing, Fluttershy began to feel light headed as her body reacted to the new, alien substance in her bloodstream. The delicate petals of her flower started to glisten as droplets of her arousal built up and escaped her tight passage. Soon, the shy girl found herself rocking against the tentacles holding her not in fear, but in pleasure. Her creamy breasts heaved gently, scraping her puckered nipples deliciously against the smooth, warm flesh of Missus Mayor above her.

The mayor herself was in a position quite similar to that of Fluttershy. The tentacles holding her waved about lazily with others, touching and caressing her body in an almost gentle fashion as the arousal-inducing drug seeped into her body. The woman’s pink tongue dragged over her bottom lip, drawing it into her mouth as her angry breaths turned into ones of pleasure. The tentacles that had been stroking her body soon made their way to the flushed lips of her moist pussy. Two of the tendrils attached themselves to her engorged lips and drew them apart, clearing the way for a much larger tentacle to push into the mayor’s tight canal.

Missus Mayor grunted at the intrusion, but came to rock against it as the drug warped her mind, making it translate pain into pleasure. The tentacle pushed deep inside her, its rough but slick surface dragging against her sensitive walls and eliciting a ragged moan from her. Mayor bit her lip as pleasure washed over her, the movements of the tentacle in her cunt growing faster and more frenzied as time went on.

Groggily, Mayor realised she felt another bulge pulsing against her shaven mound, not realising that bulge was the tentacle that had delved into Fluttershy’s hungry cunt. It was thrusting hard into its own host, creating a small bulb-like bump to appear in her stomach on each stroke inwards. The bump pushed against Mayor’s hypersensitive flesh, stimulating her even more as more tentacles pushed into Fluttershy’s and Mayor’s assholes. The tight rings of muscle both resisted, but as wave after wave of pleasure assaulted their bodies, the tentacles wormed their way in.

Delirious with pleasure, Mayor hung her head limply. Having forgotten that she was pressed against another woman, she was surprised to find her mouth come into contact with another soft, lush pair of lips. With no hesitation, Mayor pushed against the other's lips and prodded at them with her tongue in an attempt to seek entrance into the warm chasm of their owner’s mouth. Fluttershy moaned into the kiss and parted her lips weakly for Mayor’s tongue as the limb in her cunt pounded forward relentlessly. Their tongues battled fiercely, each seeking dominance over the other as their bodies were used to satiate Spike’s demonic hunger.

The tentacles in their pussies slammed forwards in unison, both simultaneously seating themselves in the women’s warm, fertile wombs as they lost themselves in the never ending tidal wave of erotic heat. Suddenly, the tentacle lodged in Fluttershy’s spasming ass lurched forward and began traveling up through her body. The sensation of it delving past her insides threw Fluttershy’s mind into a tailspin as it tried to deal with the pleasure of the new invasion. Moments later the limb erupted from her mouth. The tip of the limb waved about uselessly for a moment before it continued its journey. It sank into Mayor’s open mouth, and crept down her tight throat, spearing her on its length and connecting her and Fluttershy.

The two mares shook upon their common invader as Earth shaking orgasms rocked them both. Their kiss grew more impassioned, and the tentacles buried within their bodies doubled their efforts. The force of their thrusts grew stronger, jolting their hosts’ bodies erratically with every pound forwards. The continued stimulation kept the duo suspended in a constant state of orgasm, their walls clenching down on their respective invaders relentlessly, causing their already hypersensitive walls to be exposed to more and more pleasure. The tentacles inside them slid deliciously against every inch of flesh that they touched, adding to the already overflowing well of pleasure that the girls were drowning in.

The tentacle spearing the two women emerged from Mayor’s puckered star and waved about aimlessly before making its way to her engorged clit. It curled around the bud of nerves and pulsed, sending shockwaves of pure sensation lancing through her strained body. A scream of satisfaction leapt from her gaping mouth as her cunt clamped down on its tentacle, milking it for all it was worth as a steady stream of her juices fell to the ground below. Mayor’s puckered nipples slid hotly against the sweaty body below her, gently tracing across Fluttershy’s own nipples and sending a whirlwind of erotic pleasure straight to her pussy.

Sensation flowed into one pinprick of pure pleasure centred in each of the girls’ bellies. The pinpricks grew larger, expanding to consume the girls’ bodies and minds, capturing them and holding them under the thrall of an orgasm that lasted an eternity. Their tongues battled around the tentacle violating their mouths and their cunts clenched desperately around the appendages in their pussies, trying with all their might to keep their invaders securely inside where they could milk all the pleasure they wanted from them. Subject to all the pleasure being forced upon their bodies, the girls quickly lost themselves to the twisting, flowing, indescribable feeling of climax after climax, and after what felt like hours of endless orgasms, they were both exhausted beyond belief. To their relief, the tentacles began to slow their pace, and for a moment it almost seemed like they were going to rest and give the girls a break.

Suddenly, the tentacles within their cunts shot forward with jolting thrusts, burying themselves within their innermost caverns. With a fearsome growl, Spike hunched over as his two prisoners watched in morbid fascination as large bulges traveled down the lengths of the tentacles buried inside them both. The bulges drew nearer and pressed against the already strained lips of their pussies before popping inside and traveling down to the end of the tentacle lodged inside their wombs. Great spurts of Spike’s cum shot forth and bathed their insides, the cascading rivulets of near searing hot fluid driving Fluttershy and Missus Mayor headlong into powerful new orgasms that had their walls clenching down on their invaders, milking the limbs for everything they had. Shot after shot of Spike’s thick cream flowed into them, causing their already bulging bellies to expand. And yet, strained as they were, not a single drop of fluid escaped. The tentacles pulsed and became enlarged, sealing all of Spike’s spunk inside the women.

A few agonising moment later the tentacles in their cunts withdrew, bringing with them a torrent of cum. Slowly, the tentacle protruding from Mayor’s ass drew back and began its retreat, winding through the bodies of the duo before sliding from Fluttershy’s gaping ass and joining the other waving tentacle in the main mass of Spike’s body. The other limbs restraining Fluttershy and Missus Mayor loosened their hold and allowed the two to fall unceremoniously onto the grass below. Fluttershy curled into a ball and wept, her tears falling into the damp grass below as Ponyville desperately tried to fortify its defenses against Spike and his terrifying tentacles.