Octavia stepped away from the train that had just arrived from Canterlot, letting out a rather relieved sigh, before taking a nice, deep breath of the Ponyville air. Typically, the air of Ponyville was fresh, clean, the kind of air that one could only get out here in the country! Yet, Octavia took in that breath, before suddenly coughing and gagging, taking in a powerful, foul scent. The cellist shook her head, before glancing around the train station. Had somepony forgotten to empty out an ever flowing trash bin? No. The sight that Octavia’s eyes rested on was much...much worse.

It was a pony, like any other pony, Octavia had seen her sometimes around Ponyville, believed her name was Lemon Heart, but she was different. Changed from when Octavia last saw her. The Lemon Heart of the past had been a thin, sweet mare. The mare who Octavia stared at now was what some ponies would call a beast. She was large, bulbously fat, really. A body completely covered in flab, an ass as big as a bench, a gut which wobbled with every movement. Face, wrapped in blubber all around. More so than that, though, she was utterly vile. Sweat caked her form, specifically where the fat folded or creased, while under her pits and from her crotch, gnarled hair the color of her mane grew out in thick patches. An odor permeated the air around her, and her crotch...Octavia retched slightly in her own mouth, at the sheer girth barely contained by the mare’s pants.

“What’re you looking at, twig?” Lemon Heart snorted, turning her fat, flabby face to look at Octavia. Octavia blushed and sputtered, before her eyes drifted down, and widened in shock at what she saw. Another mare was on her knees, seemingly dazed, while a thick cloud of flatulence loomed around her. Lemon Heart grunted, before suddenly releasing a loud trumpet report, and spraying more thick, yellow colored gas out of her rear, washing over the mare, who could simply groan and shiver, her eyes flicking with something. Seemingly...desire.

“N-Nothing! I’ll just be on my way!” Octavia said, giving a small bow of her head, before picking up her cello case and turning, hurrying away from the vile sight of the other mare and her victim, stepping away from the train station and getting into Ponyville proper. Maybe she should alert somepony about this, like the guards? Yet, the moment Octavia got into Ponyville proper, she could tell something was off. A quick glance around confirmed her suspicions, sending shivers down her spine. Lemon Heart back at the train station, she wasn’t the only warped mare! They were all around Ponyville, each one as bad as Lemon Heart had been! Large, fat, crude and with those bulges in their trousers. The only ponies they seemed to have any decency for, were other mares like themselves. Octavia swallowed down a lump which had formed in her throat. What was going on in her town? She had to get home. Maybe Vinyl had some idea.

The walk home felt like it lasted forever, Octavia constantly looking over her shoulder, staying at the ready. Whatever possessed the mares who had been changed, whatever drove them, Octavia didn’t want to find out. She’d hate to be subjected to any of those beasts. They were so vile, it was absolutely repulsive! Maybe she’d have to get in contact with Twilight, and her lot? Try and convince them to do something, possibly fix the mares who’d fallen under the thrall of this unknown force! Octavia simply refused to accept the thought that this was natural, by any stretch of the imagination. Ponies simply didn’t change so drastically over such a short amount of time, and especially not in such a horrid manner.

The door to her and Vinyl’s shared cottage swung open, and Octavia stepped in. Vinyl might not have been the most cautious mare in Equestria, but there was no way that she’d have fallen into such a trap as the rest of the mares did. Octavia took a few slow steps inside, listening carefully. There was no loud reverberations of bass shaking the house, so either Vinyl was asleep, or she was away someplace else. Octavia stepped forward, setting down her cello against the entrance hallway wall, before walking into their kitchen.

“Ugh, Vinyl, what in the name of Celestia…” Octavia frowned, staring at the mess that’d been left on the counter top. It looked to be, judging by the debris, what had once been a cake. The mare had left her plate out, and seemingly had eaten the entire thing! Octavia was not living with a slob. Octavia just sighed, before making note of something on the counter. A note, left over by Vinyl. Octavia blinked, before reaching out and grasping the note, plucking it up into her hands to read it.

“Tavi, Pinkie is hosting a party at Sugarcube Corner, and I’d love if you could come. I’ll be busy setting up there, so you probably missed me. Sorry I couldn’t be there to welcome you home. See ya at the party!” Octavia read allowed, the note written in Vinyl’s typically messy handwriting. The cellist frowned, looking the note over before setting it down. Well, she could actually use this to her advantage. Knock out two birds with one stone, as it were. See how Vinyl was actually doing, and beyond that, get to Pinkie Pie, and by extension, the rest of her friends to get to the bottom of the oddness that was happening around town!

The walk to Sugarcube Corner was filled with just as much tension as the walk to Octavia’s own home had been, if not more so considering that she was heading into enemy territory. The air itself had been befouled by the behemoths that now walked the streets, moving with confidence and superiority. Octavia avoided them, keeping a close eye on the moving mare mountains, a frown firmly placed on her lips. This was not good, not good at all. Had this come in from another town, or was it a Ponyville born problem? Considering the track record of the sleepy town, Octavia didn’t doubt the latter. The former was much scarier.

Octavia saw Sugarcube Corner in the distance, ponies of all shapes and sizes going in. Even from here, she spotted them, Twilight and the rest of her friends, besides Pinkie Pie. Octavia felt a breath of relief. They seemed perfectly fine and normal, so there was still hope! Octavia just had to get to them, and see if they had a plan. At the door to the party, though, Octavia was stopped by one of the large mares. She was thankful that it wasn’t somepony she knew, but the fact that they were here at all was enough to be unnerving.

“Octavia, right? Yeah. Vinyl said that you’re supposed to go in through the back and meet ‘er.” The mare nodded, gesturing with a grubby thumb back towards the side of the building. Octavia frowned, looking past the door into the party, before sighing. She couldn’t see anything important from this point anyway, and there was no reason to argue with the other mare. She wasn’t barring Octavia’s progress, just saying she had to take a different route into the party. The mare just gave a single nod, before turning and beginning to walk around the side route towards the back entrance.

Octavia opened the back door slowly, before suddenly freezing in place, eyes growing wide with horror at the sight of what awaited her in the kitchen. It was Vinyl Scratch, yes, but it was not her Scratchie, not in the least. This mare was large, jiggling with fat and oozing out sweat, a thick aroma around her, the same tufts of hair as the others, and that bulge in her pants, just twitching there. Octavia took a few steps back, before Vinyl gripped her with her magic and tugged her in, closing the door behind her.

“Tavi, babe! So good to see you, back from Canterlot!” Vinyl grinned, dragging the cellist right up onto her gut, hugging the mare. Octavia gagged, pushing against the blubbery mare, trying to ignore the thick stench, or the greasy feeling of Vinyl’s body against her own, seeping into her clothes, befouling her.

“V-Vinyl! What in the world happened to you!? What is going on around this town?!” Octavia asked, still struggling in the oddly powerful grasp of the fattened mare, who just grinned a bit. Vinyl didn’t say a word, instead she kept a hold of Octavia, and turned her around so that her back was pressed against Vinyl’s front, and turned them both to face deeper into the room. Octavia’s blood ran cold, as she saw the host of the party itself, Pinkie Pie, standing there in the doorway, just as massive and slovenly as the rest of the mares, if not worse off. Pinkie Pie giggled a bit, walking up to Octavia.

“So, ya wanna know what happened to this town…? Why, simple, silly! I’m going around and turning all you goofy, plain, boring mares into sexy she studs! Giving confidence boosts all around!” Pinkie Pie beamed, a grin on her face.

“H-How can you do this!? This is wrong! The rest of your friends, they’ll put a stop to this!” Octavia declared, struggling against Vinyl’s hold, unable to slip from those flabby arms. Pinkie Pie just smirked, good and wide while looking at Octavia.

“Why...My friends are out there right now, enjoying their brand new dicks! Now, just sit back and relax, Octavia...Me and Vinyl are going to help you fit riiiight in…” Pinkie Pie smirked, winking to Vinyl. Vinyl sat down, tugging Octavia along with her, so that she was lowered. Pinkie Pie didn’t waste a moment, dropping her pants, letting that long, thick member flop out. Octavia’s eyes widened in horror, wondering if that was what she was going to be subjected to, beginning to shudder and tug against Vinyl.

Pinkie Pie just giggled, before turning around. Octavia stared at the ass which loomed over her, the pink full moon exuding a strong musk outwards. Already, Octavia could hear Vinyl behind her, taking in heavy breaths into her nose before groaning with sheer delight. It was obvious that the DJ was already completely enthralled to the pink derriere and all that it represented. Slovenly nature, obese forms, bulging cocks, and just general superiority! Octavia struggled in Vinyl’s pudgy grip, surprised at the strength which the unicorn now possessed. It was as if the ponies afflicted by this were hardly even ponies anymore, but something completely different altogether.

“Vinyl, let go of me this instant! I’m sure that the princesses can still fix this, fix all of you back to your normal selves! You cannot possibly enjoy being such a filthy, vile slob!” Octavia declared, tugging against those flabby arms once more. Vinyl only released a deep, husky chuckle befitting of her new, surplus form.

“But Tavi, it feels sooo good! Letting go of all those dumb, silly rules that don’t mean anything, giving in to the stuff that feels good. To be a hot, confident She-stud instead of some flighty mare… Mmmm, I can’t wait till you get rid of that lame cunt and have a real dick. A nice, fat ass to fuck...mmf.” Vinyl groaned softly, Octavia feeling a pressure pushing against her rump, Vinyl becoming aroused by the mere ideas of which she spoke.

Octavia opened her mouth to refute the words which Vinyl spoke, but the chance was stolen away from her. Vinyl shoved Octavia’s head forward, plunging her between those two fat cheeks, the layer of slime that covered the ass helping to lube the way and drive Octavia in deeper. The cellist tried to push back, tried to resist, but even Vinyl’s magic seemed stronger than before, pushing Octavia until she was placed right up against Pinkie’s doughnut of a pucker, the seeming source of most of Pinkie’s rump musk.

“Finally, I thought you two were gonna gab on forever! Ya goofs... Now than, Shafty, let’s get to fixing up your mare into something even better! Cocktavia, here we come!!” Pinkie Pie giggled, before her stomach gave a loud gurgle. Without another word, her ass began to unleash a rush of her toxic pink gas, all of it blowing directly into Octavia’s face. That which rushed past, Vinyl happily inhaled, but the majority was all meant for Octavia. Octavia clamped her mouth, nose, even her eyes shut, intending to resist the foul corruption for as long as she could. Surely, she, a Melody, could outlast these two slobs?

At first, Octavia thought that her plan might actually work, too. She was a hardy earth pony, after all, and natural endurance in all things was one of their perks. That is, until a pair of thick hands ripped off the blouse which she was wearing, and began to fondle at Octavia’s breasts. The cellist released a sudden gasp at the feeling, and it was at that time that the pink gas seemed to take it’s chance. Rushing inside of Octavia’s mouth, the mare coughed and sputtered, but already the foulness was within her. Octavia’s whole entire body felt numb, betraying her, as Pinkie was able to add only more and more.

Vinyl’s attentions didn’t stop, either. The slovenly DJ’s hands kept rubbing and groping Octavia’s breasts, her horn lighting up and tugging down both of their lower body garments, her eyes filled with desire. She knew exactly what she wanted her beloved to become, a sexy, confident, powerful she-stud like herself. Her throbbing cock easily slid up between Octavia’s rump cheeks, the fat DJ grinding without a care, further distracting Octavia from the efforts she was putting forth to try and ignore the advances of Pinkie or her gas.

Thanks to Vinyl’s efforts diverting Octavia’s attention, distracting her with the hands on her breasts and the cock teasing inside of her ass, the cellist failed to notice as her body shuddered, a heat growing and beginning to spread out from her and out to her entire being. The first, and most obvious change, was the steady collection of adipose on her form. At first, it was simply focused on Octavia’s stomach, turning what was once as flat as a board into a good and proper pot belly, with no intentions of stopping there either it seemed. Her selvet, lithe frame was becoming properly buried in a layer of flub, her breasts thickening, ass plumping, and as much as Octavia attempted to resist, to deny the changes, she couldn’t deny one simply fact. It felt good.

Weight was hardly the only thing changing about the cellist, either. The heat in her frame raised, slowly producing a steady sweat to ooze from herself, a slight layer of slime covering her fattening form just like the pair of slobs which held her captive. Her body gurgled, the internals themself seeming to change. Even her saliva glands kicked into overdrive, slowly starting to ooze over her plumped lips. Her mind, during this time, was utterly assaulted by images and urges that were strangers. The desire for dick, for ass, to show off her superiority! To rub her slovenly nature in others faces. Octavia groaned, trying to cast the ideas out, but they only came on heavier.

It eventually all came to a head, as a fire seemed to burst in Octavia’s loins, the mare moaning loudly at the sudden sensations she was filled with. Her clit grew, at first engorged, before beginning to swell more and more, thickening, plumping, changing shape into something much more proper. Her ovaries within shifted, and before long, a pair of hefty testies dropped from Octavia’s slit, the area around there shifting, changing into a truly proper, seamless cock and balls, throbbing shamelessly in the air. Within moments, Octavia was experiencing her first orgasm. It was a truly undeniable sensation...Being a shestud felt good.

Pinkie Pie stepped forward, Octavia’s head popping free with a gross, wet shlick in the air. The party mare turned around, and grinned wide at the sight in front of her. The old Octavia was totally gone. The area around her muzzle was stained pink from the gas, but Pinkie Pie knew that soon it’d be replaced with food, a steady stream of drool exiting over her plump lips. Her face had rounded out, becoming chuberic, jiggling slightly from each breath, chin engulfed with flub. Shoulders and arms had thickened considerably, dexterous fingers now more like sausages, thick tufts of black right in her armpits. Her tits were bags of fat, resting on top of her hefty, double rolled gut which filled her lap, a forest of black rising over her gut to the belly button. A layer of slimey sweat covered her frame, and already she was ripping ass around Vinyl’s dick, the other slob shuddering in delight, hands eager groping the new Octavia, from her seat filling ass, to jiggling those love handles, the tree trunk sizes thighs, whatever she could get her hands upon. These two had a lot to enjoy together.

“So, how you feeling, fat ass?” Pinkie Pie asked, wiggling her eyebrows. Octavia looked up at her, furrowing her eyebrows, opening her mouth...before releasing a loud, thundering belch, her entire frame shuddering and jiggling, before she grinned, slapping her gut.

“I feel bloody fantastic, you fat twat.”

Author's Note

A comm by InsaneMcNutso05!

Updated it.