The Pony in the Woods

by Mackstack

Rating: mature
Tags: Dark, Fluttershy, Original Character, Sex, Main 6, My Little Pony: Friendship is Magic
Length: 7293

Fluttershy pricked her ears. She could hear crying coming from inside the Everfree forest. What could it be? Was somepony hurt? As she ventured forth she found a pony, just not quite a sort of pony she had been expecting...

The Everfree forest is full of all sorts of strange plants and creatures. The ponies of Ponyville are warned; stay away from that forest. You never know what might be lurking within it's dark heart. But Fluttershy forgot those warnings as she heard a plaintive sobbing coming from within. And so she wandered in to help the stricken pony, after all, what if they were hurt? She found the crying pony, alright, just not quite a sort of pony she had been expecting...

Contains: Futa, Light Bondage, Mind Break/Mind Control, Impregnation, Symbiotes & Parasites, Tentacles.

Commissioned by 'Dio-Drogynous', Original Character belonging to 'Red Clad Hero'.

Published 2016-11-19 16:50:01 UTC
Last updated 2016-11-19 16:50:01 UTC

I: A Voice Cries Out

I: A Voice Cries Out

The sun hung low in the sky over Ponyville. The warm light of dusk faded rapidly, quickly morphing into the dark blue of evening. Fluttershy watched the sun inch ever closer towards the horizon, basking in it's little remaining warmth. She'd been hard at work with young Sweetie Belle all afternoon, collecting berries and vegetables from the edge of the Everfree forest. The soil of the forest was surprisingly fertile, and the animals seemed to really enjoy the plants that grew here. Sweetie Belle was starting to slow, dropping her wicker basket to the floor as she threw her arms up to stretch. Fluttershy smiled over at her as she rubbed her eyes with her hoof.

"Hey Sweetie, are you getting tired? That's okay, we've had a really long day of work! You've done really well, by the way. Angel and the others will be so happy with your effort, as am I of course! Why don't you take that basket into the cottage and finish up for today? There's some fresh punch in the kitchen if you'd like some before you go!"

Fluttershy's smile widened as Sweetie Belle trotted past, wobbling slightly with exhaustion. She gave the filly a hearty wave before returning to her work. She bent down and carefully grabbed a bunch of cherries in her teeth.

"P-please... help me!"

Fluttershy jumped, bursting the cherries as she moved. Her head darted left and right, she searched for the voice's owner. Was it Sweetie Belle? No, it had sounded like a much older mare...

"I think I've broken my leg, and I can't walk!"

There the voice was again. Fluttershy stared at the thick cluster of trees before her. That was definitely where the voice was coming from. Somewhere within that cruel, dark forest. She looked around for someone, anyone else that could save the day. But no, she was all alone. Sweetie Belle was the only other pony nearby, and she had disappeared into the cottage. Fluttershy needed to act now. She'd just have to be brave.

Resting her basket down by her side, Fluttershy took a deep breath, gulping with nerves. She took a few nervous steps into the forest, watching as the world around her quickly grew darker and darker. As she moved deeper into the Everfree, the thick canopy quickly blotted out any of the feeble rays of twilight sunshine that still remained in the sky. Fluttershy could only stumble forwards as her eyes slowly adjusted.

"H-hello? Ms. Pony, where are you? I'm coming to help you, just, could you call out again, please?"

The voice echoed through the trees again, far clearer than before. She must of been close.

"P-please... I can hear you! You must be so close, keep going!"

Fluttershy's initial concern was all gone. Fueled now only by determination, her trot became a gallop. Approaching a clearing in the foliage, she could make out the silhouette of a figure. Small, shivering, hunched over, the pony clearly was in real distress.

"I see you Ms.! Just wait there, I'm coming to help!"

Fluttershy ran as fast as she could, quickly approaching the fallen pony. Damn, if only she'd brought some medicine or bandages from the cottage, that way she could have done something about the pain now, as opposed to forcing this poor pony to limp back home with her. Did she even have any bandages, for that matter? Racking her brains, she looked down for the figure.

But to her shock, the ground below her was completely empty. Nothing but the strange flowers and grasses of the Everfree, all slightly flattened, as if something had been there just shortly beforehand.

"Where in Equestria did she go?" Fluttershy thought to herself. "My mind was only distracted for a few seconds and she disappeared! Was she even here? Oh no..."

Spinning around on her hooves, Fluttershy looked around for where the pony could have gone. But wherever she looked, all she could see were the imposing husks of trees that surrounded her. Even the path she'd walked in by seemed to of vanished. She was lost.

"My, oh my. It seems like a silly young Pegasus has managed to get herself lost in my forest. How embarrassing, darling."

Fluttershy continued to desperately search for the pony. The voice was crystal clear, as if it was right on top of her. Wait...

Glancing up, Fluttershy laid her eyes upon the silhouette of the pony she'd chased down the rabbit hole. It was waiting for her, high in the branches of one of the largest trees around. The whole trunk seemed to have been buckled by something, with odd cracks and abrasions formed throughout the withered bark. Peering inside, the trees' interior was entirely black. If there was anything living in there, you'd never see it. Coiled around the branches and roots, meanwhile, were a multitude of green vines. Thick and putrid, they entwined the tree, crushing and distorting it under their weight and pressure.

Fluttershy was caught off guard when one of these vines, suspended high above her, slid free and plummeted down to the ground beside her. Fluttershy jumped when the vine crashed onto the ground, but it came as even more of a surprise when it began to snake towards her. The tip slithered along the ground like a putrid serpent, it's base still disappearing up into the canopy. With alien speed it struck, coiling around her belly and pulling itself taught. Fluttershy could feel the air escape her as her body was crushed slightly with each breath.

Suddenly being jolted up into the air, Fluttershy could only watch as the floor rapidly retreated away from her. She came to a halt amongst the dry, cracked branches of the tree, and watched a silhouette approaching her from above. A far cry from Fluttershy's fear, this creature lowered itself to her eyeline with a sultry demeanor, full of confidence. As the creature emerged from the darkness, Fluttershy could get a proper look.

It was obviously the pony she had seen lying on the floor earlier, but this creature looked strange. She had the body of a normal earth pony, but in place of a mane and tail, several large, pulsating tentacles hung limply, occasionally twitching as they appeared to look around. The tentacle in place of her tail vanished into the canopy above, suspending her in front of Fluttershy.

"Hello there, young one. My name is Lythe, and you must be Fluttershy. I hear the things you say to one another, out there in society. But now your civility made you fall into my trap, silly creature. You really shouldn't be too trusting." As she spoke the pegasus began to desperately kick her hooves, causing her to spin slowly as she hung limply in place. Fluttershy continued to spin on the spot, finding herself facing away from her captor. Now presented with Fluttershy's rear pointed straight at her, Lythe grabbed her thighs in her powerful hooves. "Urgh, honestly, you should look at ponies when they are talking to you. But, you clearly have better ideas."

As Lythe spoke, tentacles began to creep from within the trunk of the tree, wrapping themselves around the branches. As they choked the life from the tree with their grip, they slithered towards the pegasus that dangled uselessly before them.

Suspended in place, Fluttershy watched helplessly from the corner of her eye as those writhing vines inched ever closer towards her. No matter how much she shook and kicked she couldn't break free, forced only to accept her fate as she felt a single large appendage smack down onto her rear.

What she could not see, however, was that it had grown not from the tree, but from Lythe herself. Sprouting from the space between her legs, inch after inch of plant-cock had forced its way free of her body. By the time the length had ceased growing, it easily matched the thickest of tree branches around her, both in length and girth.

As it pressed against her, Fluttershy noticed how this alien 'vine' felt heavy, thick. As if one of the branches themselves had plummeted down onto her body from above. But no, this creature moved with purpose, dragging its lumbering form towards Fluttershy's pussy. As it moved it secreted a foul, thick liquid, like the saliva of a dog. Fluttershy shuddered as it clung to her fur, soaking through to her skin, leaving an oddly pleasant warming sensation.

Lythe smiled with inane glee as she watched her tentacle brood begin to work on the body of her latest prey. She couldn't remember how long ago she'd been a normal pony like this one. One day she'd been wandering through the forest, the next she'd woken up, changed. She'd woken up with a dependency for the Hivemind, driven by desire for nothing but to breed and spread the eggs of the beast.

And soon she would.

The tip pressed inquisitively against the damp lips of Fluttershy's privates, exploring her folds as it inched its way inside at a surprisingly gentle pace. The last thing Lythe wanted to do was break a potential breeder. Still hanging in place, Lythe gritted her teeth as her 'alien' cock continued to push into Fluttershy, lubricating itself with the strange expulsions as it went.

"W-why are you doing this to me?" Fluttershy begged, her voice beginning to waiver slightly. "And why does that thing feel so hot inside me?"

Lythe stopped staring at Fluttershy's rear as her appendage began to hammer in and out of it, and looked up at the mare's face. She licked her lips as she spoke.

"I'm doing this because you are special, silly. You were wasting your life out there, picking berries, waiting on those animal's every whim. You shouldn't be a working for them, you should be here, bonding with me. You're destined for greater things, you and that body of yours. You just need to open your eyes... and that hot sensation you are feeling? That's going to help you do it. You see, since we began our little ritual my body has been pumping out some special juices that will help you really get going. Did you not wonder why your body was so accommodating of my length, even without any warm-up? Your body needs this, and your mind will accept that too, soon enough."

To echo her words Lythe slammed her tentacle shaft deep into Fluttershy again, the momentum rocking the two ponies back and forth as they hung in place from the groaning tree branch above. Fluttershy had never felt anything like this inside her body before. Angel Bunny, Zephyr Breeze, even her dear bear couldn't compare to this. But at the same time, this was disgusting, and she felt like she should hate every second of it. So why did it have to feel so good?

"Fluttershy? Is that you?"

Sweetie Belle's voice pierced the trees, echoing hauntingly through the forest. Lythe froze, her thrusting tentacle coming to a sudden halt inside Fluttershy. Her ears pricked and she looked around cautiously, searching for the source of the voice. It was then she saw several pairs of eyes appearing through the undergrowth, growing in size as they approached. With a sharp hiss, Lythe quickly retracted her member from her victim, pulling herself free with an audible slosh as vast quantities of the aphrodisiac spilled to the floor below them. With the intruders almost upon them, Lythe found herself with no other choice. She catapulted herself skywards, disappearing into the canopy as her tail reeled her upwards. As she moved, the other tentacles were a blur, winding themselves away as they retreated back into the hollowed out tree. As the final appendage loosened it's grip on the pegasus, Fluttershy screamed as she felt herself falling. She caught only a glimpse of Sweetie Belle and Twilight Sparkle as they emerged through the thicket as she hit the dirt below her. As the two dashed over she felt her eyelids growing heavy. Two bright eyes blinked down at her, watching intently before everything faded to black.

"Flutters? Fluttershy? Come on now, can you hear me? Wake up."

The darkness expired as Fluttershy drew her eyes open. She was lying on the table in Twilight's castle. As she stared up at the tree roots lodged in the ceiling, Twilight appeared into her field of view.

"Oh, thank goodness you're awake. Come on now, can you sit up for me?"

Twilight made reassuring noises, holding on to Fluttershy's shoulders as she perched herself upright. Fluttershy looked around to see the rest of her friends surrounding her, looking equally nervous. Wobbly at first, Fluttershy slid down from the table's edge and took her place in one of the empty chairs. As she settled, the questions began in force.

"Are you okay sugar-cube?"

"What happened out there? We were all so nervous but especially me ever since you came in here I've just been pacing around I haven't even been able to think of any jokes to tell, I know right?"

"What in Equestria were you doing in those woods all alone, darling? Honestly, you've had some daft ideas in your time, but this? At least you're back home safe now..."

Twilight interrupted. "Okay everyone, let her relax a little. I need to ask her some questions, just so we can work out exactly what we are dealing with here. Now, Fluttershy, that plant that had you snared, how did it catch you? And what were you doing in the woods in the first place?"

Fluttershy spoke slowly, her mouth dry and her body still bruised from the fall.

"Well, I was picking berries on the edge of the forest with Sweetie. Angel Bunny gets ever so angry if he doesn't have his favorite fruits in his food, so I have to go and get the good stuff. But anyway, I was picking when I heard a voice crying out from the forest. It wasn't a voice I recognized, but I could tell they were in pain. I looked around for anyone that could help, but there was nobody else around. I'd sent Sweetie back home, so I had to go in alone. Eventually I found the pony, but it seemed to be a part of this big..."

Her voice trailed off as her mind suddenly flooded with confusion. Some part of her memory didn't seem right. She was sure she'd felt scared when it had happened, so why was her mind filled with such lustful imagery? Vivid scene after vivid scene of a beautiful creature emerging from above, caressing her in its strong limbs, before making love to her? Making love to her, and then being interrupted by two of those cruel ponies she called friends.

"Snap out of it there Flutters! You were tellin' us a story?"

Fluttershy shook her head violently, smiling awkwardly. Her mind must of drifted, because now her whole body felt hot. Hot and sticky. How awkward. She just hoped no one noticed as she crossed her legs to hide the shame dripping from between her legs.

"Oh yeah, sorry. Well, I found the pony, and I, er, helped her up, and carried her back to my cottage. Once she felt better I sent her on her way, but she'd dropped her bag in the woods. So I, um, I said I'd go back in and get it for her, and I accidentally got tangled up in some sort of vine. That was all..."

Why was she so desperate to cover up the truth? Why was her mind flooding with desire to go and find that mare again, to see exactly what she had wanted with her? Fluttershy couldn't understand it, but she knew she had to defend her new friend's identity, or else what matter of monstrous thing might Twilight try to do to her?

Twilight looked doubtful, as a single eyebrow rose on her forehead.

"Really now? Well, we can discuss just what happened to this pony you found later. First, we need to establish just what creature had a hold of you. Making physical contact with some plants can cause infection. This book might be able to help us."

Looking round to a trolley by her side, Twilight grabbed a hold of an especially large tome that rested atop the others. With her telekinesis she floated the book to her side, before inadvertently slamming it down against the table. Clouds of dust danced through the air.

As the mess settled the books titled became clear:

Hostility within Equestrian Nature

Book VII: The Hostile Flora of Equestria.

Concentrating intently she flicked through the pages, before settling on one in particular. It was headed:

'The Hivemind Phenomenon: Mutations in the Equestrian vīnea Family'.

"Now everyone, this is very interesting. If these vines were the ones that caught her - which I am almost certain they are from my studies - then we have a lot of work to do. You see, this particular family of vine uses a combination of spores and eggs to spread through an environment. However, this plant has been known to infect ponies. These infected ponies, if left untreated, become fully 'bound' to the Hivemind, as if hypnotized. Infected ponies can, and will, work to infect others and spread the seed out even further from the source. They develop a variety of tools to directly influence their victims, including potent, mind altering chemicals that can warp the mind and memory. And they will do everything in their power to convince you to trust them. From an evolutionary standing this is an incredible specimen. But from a moral standing, well now..."

She looked around the room, gauging the fearful reactions of her friends. The fearful reactions of all but Fluttershy, who still stared somewhat vacantly into the middle distance.

"I have reason to believe," Twilight leant in close, staring deep into Fluttershy's eyes, "that this friend you claim to have rescued is actually one of these unfortunate carriers. And considering that you claim to have taken her home despite Sweetie Belle waiting there for you and seeing nobody come back, I think it's clearly gotten to you somehow.

The group looked around, panicked. Voices raised as questions and fears were thrown between them, before Twilight interrupted with the clearing of her throat.

"I propose, ladies, that we need to keep Fluttershy away from this creature at all costs, until its influence has worn off of her. Until that point, however, she does not leave her home, and she does not leave our sight. Do you all understand me? Good. In that case, it's time to take you home Fluttershy."

II: Intertwining

II: Intertwining

Fluttershy lay awake in her bed, staring at the ceiling of her cottage. It had been only a couple of days since her romantic meeting with Lythe, but it felt like it had been years. Every fiber of her body ached to be rutted senselessly by the mysterious mare that waited for her, but she couldn't get out to find her. Her so-called friends had locked her in her room, watching her every move as she had pined embarrassingly for freedom. They'd come inside, one by one, and begged for her safety, pleaded with her to keep herself safe from the 'monster' that lived in the woods. But what did they know? They'd never even met her. Lythe was her friend, perhaps the only true friend she had.

Her hooves slid down her body, coming to rest over her quivering sex. She began to playfully rub herself as she thought of the incredible life she could live with her new friend, the incredible sensation of those tentacles burrowing inside of her again. Oh, what she'd give to be back with Lythe right now. She pushed her hoof into her pussy with ease, her slightly gaping walls parting quickly around her.

Her friends had tried everything in that book of Twilight's to snap her out of the trap, all to no avail. They'd tried medicinal herbs, kind words, powerful spells, the works. Twilight had even tried conjuring herself a cock, in an effort to fuck some sense into her. Perhaps a powerful rutting would have been enough to break the bond?

Unfortunately not. Twilight had had no success with any of her ideas, and so she found herself resigned to waiting. It had been six days, the chemicals must start wearing off soon?

Fluttershy sat bolt upright - quickly pulling herself free of her own body - as she heard a faint tapping at the window. Her empty hole twitched with excitement as she moved to the window, throwing it open. To her euphoric delight, there sat Lythe. That bizarre little pony she had longed for so much. Finally.

Looking over her shoulder, Fluttershy listened for hoof-steps. Nothing. No light crept in from under the door. Everyone must of been asleep.

Perfect.

Leaning forwards, Fluttershy clambered out of the window, before leaping gracelessly down onto her new partner. Pinning the strange earth pony to the floor, Fluttershy began to quickly and passionately kiss her nape and neck, coating her smooth skin in a thin layer of saliva which glinted slightly in the moonlight. She moved down Lythe's body, coming to rest at her crotch. There she got a good look at her partners 'cock' for the first time, and she loved it. What she saw was three small tentacles, writhing aimlessly. The two at the sides were far smaller than the central one, and they were shaped oddly, almost like a flower or a petal. As for the central one, it was far larger, but nowhere near the size it had been on that incredible night. Clearly, it had the ability to grow and change itself.

"Fluttershy? I came to apologize. I'm sorry if I was super aggressive with you! It's just, when I have sex I don't know what comes over me. I get really forceful sometimes and I can't help it! I'm sorry if I hurt you, and I didn't mean to drop you like that! It's just, I panicked when I heard those ponies coming. I never know how others will react to me..."

Fluttershy tore her attention away from the mesmerizing genitalia and looked up at her friend. She smiled warmly, putting her at ease.

"Hey, that's okay, don't worry yourself! I mean, I'm a little sore, but what's a few bruises between friends?"

Lythe sighed in relief. She was so glad her new friend could see through the pain she'd accidentally inflicted upon her. As she did, Fluttershy began to shift her hooves towards the mare's plant cock again, desperate to feel it against her body. Lythe leant forward and grabbed the approaching mare, and stared deep into her eyes.

"Please Fluttershy, not now. I'm scared that we'll get caught if we play out here. Could we go back to the forest, where it is safe? I get scared beyond those trees."

Nodding in approval, Fluttershy climbed to her feet and led the strange mare away from the cottage. As they walked, Lythe grinned to herself. Obviously her influence was still clouding this mare's mind. Now to seal the bond.

The Everfree was as dark as ever, the overgrowth swallowing any warm light that approached. The occasional chirrup of bird-song had been replaced with guttural groans and roars as the various beasts and creatures of the forest began to stir. But none of these noises worried Fluttershy. She was full of new-found confidence. Her best friend would protect her, after all. The two walked further, the topic of conversation darting from Lythe's hobbies to her odd anatomy. With every question Fluttershy aimed at her, Lythe would respond with vague small talk, never quite giving a full answer. But as time passed, that same recognizable tree loomed into view, and Fluttershy knew she was safe here.

Lythe laid her friend down against the coarse trunk of the tree, before settling by her side. As they gazed at each other, the quiet creak of tentacles and vines began to fill the air, as the tree's 'occupants' came to life around them. Leaning forwards they embraced, as the tentacles - perhaps inquisitive - crept downwards. Breaking apart, Fluttershy returned to staring into the eyes of her partner.

"So, Lythe, I need you to tell me the truth about yourself. Those other ponies told me stories about you, and they all sounded incredibly mean. They said you were infected by that plant, and that you're its slave, trying to infect other ponies. They were lying, right?"

Lythe slid forwards, resting a hoof on Fluttershy's inner thigh to reassure her. But with Fluttershy's mind still clouded with lust, the move was anything but kind-hearted, and instead an entirely sexual advance. She could feel her vagina twitching in anticipation, and her heart began to beat faster and faster. She had been waiting days for this, and it was obvious. You could smell the results of her lust on the air.

"Well, Fluttershy," Lythe responded, her hooves idly drifting up her leg, "I can assure you, I am entirely pure. They may accuse me of being a corrupted soul, but I can promise you I'm not. I only want to make the ponies I play with happy. I love to see ponies smiling, but they are scared of the way I look. That's why I live out here with the plants. And yes, I was once a normal pony like you, but this fine specimen changed me. I stumbled across it, and it showed me things I couldn't believe, so I submitted to it. You see, these plants aren't evil, and I'm not a victim. They're just, different."

Her hoof made contact with Fluttershy's genitalia and the mare let out a gasp of surprise and arousal. Her legs twitched in response and her tongue lolled as Lythe inched her hoof into Fluttershy's body.

"S-so, what did it show you?"

Lythe looked up from her hoof, happy to respond to Fluttershy's question.

"Why, it showed me what I could become! What wonders I was missing out on, you see. The body of a pony is weak, and if I submitted to the Hive I could be made strong. I did so, and it bestowed upon me the greatest of gifts. It fused a part of it's conscious with my own, and changed my body. My hair fell out, and these magnificent tentacles grew in their place. Rather fine, don't you think?"

She flicked her head back and forth, causing the tentacles to waggle oddly in the air.

"And as for the stuff happening between my legs, oh my goodness. I can see how fascinated you've been with them, so just imagine how they must feel to own? The euphoric sensation of splitting some lucky mare wide open as you ram it inside."

As she spoke, she pushed her hoof even further, until almost half her leg had disappeared into the wall of flesh. Fluttershy's face was as red as a tomato. Lythe had her melting in her hooves.

"Now, obviously you know that it can grow and change size. You've been lucky enough to feel that for yourself. And you know it can relax your body in the strangest of ways. But what I don't think you know, is just the extent it can change you. But enough of me talking. I bet you want to see it in action, don't y-?"

"OH CELESTIA YES!"

Fluttershy's response was loud and brash, but it was just what Lythe wanted to hear.

"Well, in that case, let me get this hoof out of the way, and we can begin."

She slowly withdrew, as inch after inch of damp leg emerged from her partner's body. Finally freeing herself entirely, Lythe stood up over her. Looking up to the tree, she watched as one of the large tentacles lowered itself from the darkness, coiling around Fluttershy's waist and lifting her off of the ground. Now she was entirely at Lythe's mercy. Walking around her prey, Lythe inspected every inch of Fluttershy's body. Those cute little hooves. That sweet, naive face. Those beautiful genitals that called out for a pummeling.

Lythe watched as another tentacle lowered itself down from the tree, this one far thicker than the one before. It lumbered down, almost too heavy for the tree that held it. The branches creaked wildly as they warped under the weight. The tentacle leveled itself with Fluttershy's rear, and began to push against her pussy. With Lythe having been up to her elbow inside her just a few moments before, it had no issue starting it's job. Fluttershy moaned powerfully as the tentacle stretched her body wider and wider, passing the limits of what she had thought possible. This vine was easily thicker than the cocks of any of the animals she had tended to. Perhaps wider even than that of a fully-formed dragon. And yet this incredible vine, secreting the same liquids that had allowed her to stretch so easily before, pushed inside her like it was nothing. Eventually she could feel the rounded tip of the vine butting against her cervix, at which point the plant began to piston back and forth with insane power. She could feel her whole body swinging as the vine rammed her senseless, and she was loving it. She screamed so loudly with lust that the birds in the canopy flew away in panic. The brutal loving was so amazing, Fluttershy's whole body felt like it was on fire.

She looked up for her lover, only to see she had vanished. Craning her neck upwards, she saw that Lythe too was now suspended in the air. Again, she had used her tail like a whip to hang herself from a branch above as she watched the scene unfurl. Fluttershy watched in awe as several of the tentacles on her head began to grow, groping forwards for their target. They came to rest on her body and began to creep along her towards her rear. They were much, much thinner that the goliath inside her at the moment, but Fluttershy was glad of that. As much as she was enjoying herself, she didn't want to take too much at once. These two new arrivals came to rest on her thighs, and Fluttershy was awash with euphoria as she felt them press against her anus. Her soft ass had been crying out for some attention, and now it was here.

The slid in as a gasp emitted from Fluttershy. They were nowhere near as taxing as the big guy, and so they crept past her colon with ease. They too began to slide back and forth, timed almost perfectly with the larger beast that abused her pussy. This was all too much for Fluttershy.

"Please, Lythe, I love this so much, but I think I need you to slow down! I don't want to break anything, you know? I mean, I know you want to go fast, and I appreciate that, but I'm just a little worried, you know?"

She looked up at Lythe who had lowered herself down, now resting mere inches from Fluttershy's face. While she didn't slow down initially, she did begin to do something else. Another of the tentacles on her head sprang to life, and began to creep towards her mouth. It rested against her snout, before brushing erotically against her lips. Fluttershy opened her mouth and took a deep breath in anticipation, but nothing happened. Instead, the tentacle kept moving past her, coming to rest on her shoulder. From there it moved towards her neck, coiling itself around her. With no hint of remorse on her face, Lythe pulled it tight, cutting off Fluttershy's airway.

"Fluttershy, you silly mare. I'm in charge here, and you'll do what I say. Now, your body has already submitted to my advances, and you're mind is so, so close. I don't want to hurt you, but don't forget who's the boss around here."

Fluttershy stared up at Lythe, her eyes bulging slightly as she batted her hooves at the tentacle bound to her neck. But to no avail, the muscles were far too strong. She lifted her hooves away, and held them up in a praying motion. Lythe released her grip slightly, allowing Fluttershy to speak.

"Please, Lythe, Mistress. I realize what I did wrong, and I'm sorry!"

"Good girl. I'm giving you the greatest of gifts, and you ought really appreciate that."

Lythe completely loosened her grasp, Fluttershy gagging for air as the tentacle retreated towards Lythe again. Fluttershy raised her head - a wide smile on her face - when she felt the tentacle being rammed down her throat. It dug down her esophagus, coming to rest deep inside her body. Now it was Lythe's turn to smile. She concentrated as she withdrew and reinserted the length into Fluttershy's throat again and again, bucking her from both ends as the tentacles in her rear continued to work.

She watched as Fluttershy's eyes rolled backwards slowly, and she picked up speed in response. The plants lodged within her victim pistoned faster and faster, shaking her body like a leaf. As they went they secreted load after load of that incredible liquid, lubricating her holes, relaxing her muscles, clouding her mind. Lythe was on the verge of total dominance. All she had to do was push a little further. She guided down yet another tentacle, this one easily as large as the first. As it hung behind her, Fluttershy couldn't watch where it went. But she could feel it.

The thin tentacles inside her ass had pulled themselves free, coming to rest on either side of her hole. As the larger beast approached they gripped either side, pulling her asshole open. With her muscles so relaxed, she could feel herself gaping slightly. But that feeling of emptiness was quickly lost as the vast vine began to push it's way inside. It thrashed and shook as it fought to fit itself inside, what with the length already engulfed by her pussy taking up a large amount of space inside her.

Eventually it managed to force it's way in, stretching Fluttershy's body to an almost impossible extent. She screamed with joy, but the noise was lost as she gagged and spluttered on the soaked plant-cock buried in her mouth. Something about that vine especially felt odd though. It was growing. Not in length, but in girth. The little oxygen she had been able to take in was now lost as this leviathan stretched her throat around it, bulging her body out to an such a degree that she was almost unrecognizable. Fluttershy closed her eyes and tried to take in the euphoric sensations that filled every inch of her core. She tried to ignore her dwindling air supply as she focused on the beasts working their magic inside her. Lythe would pull out soon, right? She wouldn't let her choke, surely?

Moments later the tentacles suddenly came to a complete stop. In unison they ceased their onslaught, before slowly and unceremoniously pulling themselves free. As quickly as they'd been upon her they vanished, shrinking away into the tree and Lythe's body respectively.

As her face began to grow pale with the lacking air, Lythe pulled her final tentacle free of her throat, allowing Fluttershy to take a breath.

"W-why, why did you stop, Mistress?" Fluttershy asked between frenzied gasps. "You can't stop now, please! I need to feel your warmth inside me! I want to feel your cum paint my womb white! I want your babies!"

Lythe smiled coyly, lowering both Fluttershy and herself to the floor.

"You see, the reason I stopped was because I have something very special in mind for you. But there's something you clearly don't know about me. I don't have cum, as such."

Fluttershy was aghast.

"W-what?! But, I need your babies! What am I supposed to do if I can't have them?"

"Fluttershy dear, calm down. I don't think you quite understood me. You see, I don't have cum, but that doesn't mean I can't give you my babies. You see, I lay eggs. It's another gift of my master, you know. It must of told you so in that little book your friend had?"

The pegasus racked her brains, but she couldn't remember anything the book had said. In fact, the last few days as a whole were starting to feel a little hazy somehow.

"Anyway, it doesn't matter if you knew that or not, you know it now. Because now it's just a question of impregnating you, isn't it? Are you ready?"

"Yes Mistress! I was born ready!"

Fluttershy span on her hooves and dropped to the dirt, lifting her ass into the air, presenting her gaping vagina and ass. The tentacles had really done a number on her, Lythe thought to herself. She could probably fit her whole hoof inside each of those holes without touching the sides. Instead she rested a hoof on Fluttershy's side, spinning her round to look into her eyes.

"Darling, my species doesn't lay our eggs there. While the eggs will develop in the womb, they actually gestate much better somewhere else..."

She patted her hoof on Fluttershy's belly.

"And so that's why I felt the need to stretch your throat out so much with my cock. I'm sorry if that hurt you, but it needs to be wide enough to take my eggs. Even after that ordeal, it'll be a tight squeeze. Do you still want to go ahead with this?"

Fluttershy had been watching quietly as Lythe gave her this information. Eventually, she nodded, her face steely with determination.

"Good. In that case, Ms. Fluttershy, if you'd like to relax. This might feel... strange."

Fluttershy rested on her behind, wincing slightly as her sore rear came into contact with the cold earth. Lythe approached, settling just in front of the pegasus' face. She opened her mouth as wide as she could in anticipation, and watched in arousal as Lythe too opened her mouth. Lolling forth was what turned out to not be a tongue, but instead another tentacle. It was nowhere near as big as the others, of course, but that wasn't the only way it was different. The base - in comparison to the other vines - was far fatter than the tip. The tip itself, though, was slightly flared, with a small opening that slowly widened itself. This 'tongue' pushed its way into Fluttershy's mouth, and she ran her own tongue along this strange length as it did.

She had loved the strange sensation of it all, but now she was ready for the climax. The tip ventured past her tongue, sinking slowly down her throat. It worked its way past where the first tentacle had ended, before Fluttershy felt it come to rest in her very stomach. This was going to be strange indeed.

Returning her attention to the matter at hand, her eyes widened as a bulge emerged from within Lythe's throat. The bulge was massive, easily as big as her entire mouth. It pushed its way out of her throat, the tongue expanding and retracting in an effort to shift this egg forwards. It slowly reached her lips, and was clearly quite an effort to force past the lips. After about a minute of straining, Lythe had the egg free of her body, as it was now pushed along inside her tongue towards Fluttershy.

It rested against her lips for a few seconds, before Lythe forced it forth with a push of her muscular tongue. Having been stretched so much by the vine beforehand, though, the egg passed her lips with ease. It had no trouble moving past her tonsils as it gravitated downwards towards her belly. Travelling further down her esophagus, Fluttershy could feel it suddenly coming to a stop. It was too big for her throat. She closed her eyes and held her breath as the egg was forced - agonizingly slowly - past these tight sections, until it eventually popped free into her belly. She felt it plop down into her stomach juices as it was launched from the tip of the appendage.

At last able to relax, Fluttershy looked up at her lover, ready for her to pull out. But to her shock, she saw another bulge emerging in her tongue. Another egg was coming. It broke free of Lythe's lips, forced itself past her own, inched down her throat, and sank into her belly. As did another one.

And another.

They weren't stopping.

Egg after egg, load after load, Lythe showed no sign of slowing down. Seconds morphed into minutes, minutes into hours. With no light breaking through the trees of the forest, Fluttershy had no idea how long the ordeal went on for. All she knew was that her pussy was soaking wet, and that her belly had grown at least three times its normal size. It rested on the dirt, packed full of hundreds of eggs. The surface of her body was covered in bumps from where they pushed up against her skin. She could feel them moving, being shaken around as she moved, and as yet more were forced inside of her. She rested her hooves on her belly, nursing the skin that had been stretched to such a violent degree that every inch of her body ached. But she was happy. She was going to be a mother of a lot of children. But this must of been the end.

By the time Lythe withdrew Fluttershy couldn't move. Her belly was so distended that her legs couldn't reach the floor, and her wings couldn't even hope to lift her up. Lythe stared at her conquest. Fluttershy looked incredible. She would surely be a proud mother of Lythe's many, many children.

"Ooooh... Lythe, honey... I don't feel well. I think you gave me too many young ones."

Lythe leant down by her side, tousling her hair.

"Don't worry sweetie, you'll be absolutely fine. I realize this must of been hard for you, but you can rest now. Of course, you aren't going to be able to move until those eggs are ready to hatch, but you're happy to stay with me, right?"

"Of course! Why would I ever want to leave, now that I'm going to be a mother?"

Lythe smiled gleefully, her toothy grin fully exposed.

"It's great to hear you talking some sense, missy! You don't need to worry, the Hive and I will look after you until you can move again! Those juices they secrete - the ones you love so much - make for an excellent foodstuff, so you'll be well fed!"

A twig snapped in the distance. The rustling of leaves, the sound of birds flying away in panic.

Lythe's ears pricked.

"Sugarcube? Ah'm sure I heard your voice over here somewheres! The others don't know you've left, we can sneak you back without anybody knowin'! You won't have to get in trouble! Ah wanna help you, jus' shout out where ya are!"

"Well, well. Would you listen to that. It sounds like someone else has come to play, haven't they Fluttershy? Call out. I'll be waiting in the canopy for her. I bet you'd like another of your friends to be a mother like you."

Without a sound, Lythe camouflaged herself amongst the rotting leaves above her.

"Applejack, is that you? "P-please... help me! I think I've broken my leg, and I can't walk!"