If fitness could be harnessed into one being, Rainbow Dash would be a magnificent prototype.

She was practically built for being the best speedster at her high school. Her thin frame and toned muscles added validity to that claim. Her confident attitude and refusal to accept failure or a dismissal of a challenge made her resolve all the more harder.

But we're not hear to have an in-depth analysis of what makes Rainbow Dash the girl she was. We have a tale to weave.

Dash was currently making her daily morning jog across the neighborhood. Today was a scorcher, much to her chagrin. Sweat was tracing down her smooth skin, droplets were falling down from her short unkempt rainbow hair, and she was panting something fierce. It must have been like, what? Two...two and a half hours? Whatever. Point is, she didn't care. Just 15 more minutes or less and she'd be back home. The music on her i-pod was also a good morale booster.

However, something caused her to stop. She panted a bit before taking in what made her do that. It was a scent. A very...enticing scent. Like that kind of scent created when Rarity was putting on her perfume. It was strawberry-like (her favorite, incidentally).

As she put away her i-pod, she wanted to say something snarky, as she usually did, but the more she took in of the smell, the more her thoughts focused on one thing: follow that scent.

'Wow...' She thought as she made her way to the source. 'This outta be good...feeling a bit light-headed here, but...I think I'll take my chances. What could possibly go wrong?'

Eventually, her little "journey" took her behind an abandoned office complex. For some strange reason, vines were growing all over the entire thing. That mattered little to the teenage athlete, who continued her way to the back of the building.

In front of her was the darnest thing. It was a bulbous plant pod the size of an average man. It was green and it seemed to have 3 massive leaves covering up the hollow inside of it (2 on its sides, 1 on the back). Roots were visible in the very surface of the ground it was planted on (who exactly planted it would forever be a mystery, it seemed). There was a small opening in the leaf barrier, which allowed the intoxicating smell to spread out into the air.

Dash edged closer, her lucidity returning somewhat. Such an odd sigh can do that.

'Oh...kay.' She thought as she edged closer. 'This should be interesting...and maybe a bit gross.'

That part about it being "gross" held quite true as, the moment she got within 2 feet of it, the leaves opened up at a moderate pace. Dash had to steady herself as she looked upon the side of the plant. The only leaf that wasn't resting on the ground was the back one. Nevertheless, they were revealed to have been hiding a platform below them. It looked like lime jello and it continuously pulsating, adding to the alien-feel of the mysterious life-form.

Dash backed away. She didn't need to be an expert on botany to know where this was going. She remembered a little "nerd-talk" (as she called it) from Twilight explaining how some plants use tantalizing fluids/gasses/both to lure insects into their mouths, trapping them for digestion.

'What does that thing think I am?! An typical fly on shit?!' She thought indignantly as she turned her head and crossed her arms. 'There is no WAY I'm going in that thing!' However, she took another sniff of the creature's aroma. She felt her face flushing. It just felt so...wrong to leave such to waste.

'Well...maybe it would be enough if I could just...touch it. No harm done...' She rationalized. Already, her judgement was getting impaired by the scent.

Doing her best not to step on the platform, she decided to just poke the wall of the back-leaf. To her surprise, tiny sinew-like tendrils on the leaf began to caress her finger. It felt...cold, yet sensual. As if it were like one her old girlfriends (and a few boyfriends) giving her a good licking.

'H..hey...that feels...pretty damn good.' She thought as some more tendrils encompassed her hand. She smiled as she rubbed it across the leaf, introducing her soft flesh to more tendrils. One of her hands began to absentmindedly go under her shorts and rub her pussy. Already, it was starting to get wet.

Much to her confusion, the tendrils receded, but the platform swelled up a bit more. She knew what she had to do. The pheromones within the gas were already dictating what she had to do.

"Ha..." She panted. "Tell you what?" She lifted off her tank-top, revealing her somewhat flat chest. "How about...aaah...I give you the full package?" With that, she slid off her shorts.

Her nubile body stood in front of the open plant. She continued to pant as the scent grew stronger. There was no doubt about it. She just HAD to enter the plant. Otherwise, she would probably explode. Metaphorically, that is.

With grace not usually seen with the rambunctious girl, she stepped into the plant backwards. The slimy feeling against her feet actually felt relaxing and soft. She placed her hands on each side-leaf as she took in her surroundings. That observation thing was quickly dashed (PUN!) as she closed her eyes and enjoyed the feeling of the tendrils on her flesh.

"Mmmmm..." She hummed. 'I could just...rub my whole body against these...Rarity...looks like your spa has some stiff...competition...'

That wish would be granted as the leaves started to close in on her. With a happy sigh, she allowed them to engulf her frame. She let out a gasp of pleasure as the tendrils were now massaging her body.

From the outside, it looked like the leaves were forming around her so much that they were making a perfect latex-like skin around her.

Back inside, the tendrils were starting to spread hardening moss across Dash's body. Digestive fluid was also filling up the plant. Dash moaned as the moss hardened around her pussy and breasts. In a few moments, the rest of her body would follow.

"GUYS! AHHH!!!" She yelled from within the plant, lost in a state of euphoria. "YOU GOTTA TRY THIS! THIS FEELS FUCKING GREAT!"

Alas, no-one would hear her. Only the swishing and swashing of liquids was heard as the plant began to bob up and down as the prisoner convulsed with each orgasm she had. The plant began to widen as the digestion progressed and the bobbing grew faster and more violent.

'If only...haa...I could share this...with everyone else...uh.....uuuuuuhhhhhh...'

A few moments passed. After which, the leaves opened up. The only thing left of Rainbow Dash was a puddle of green fluid on the platform and her discarded clothing laying on the ground.

However, this was only the beginning. The leaves covered the platform again and the formed plant fell to the ground. It began to convulse violently, as if something was happening within it again.

Even more moments passed and now, the pod was standing upright. Only, it's shape had drastically changed.

It was now a humanoid female plant creature with the same physique as Rainbow dash. It stood awkwardly as it waved its long arms back to back. Instead of hands, they were like oversized tweezers. It head looked like a faceless helmet with thorn-plant like hair.

After a few minutes of standing up, it made it way through the woods, searching for something. Somewhere in this creature was the voice of Rainbow Dash, moaning in the void.

'Ah...Rarity...come...join me...' Her voice echoed inside the plant, though there was no body in this living hollow shell.

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Rarity lived up to her name to the utmost degree. She was a fairly busty fashionista looking forward to her soon-to-be-inherited clothing store known as the Carousel Boutique. Her slender frame and disarming looks hid a powerful body capable of knocking down the largest of opponents, but she hid all that with a pleasant demeanor and calm head. She could get a bit over-dramatic sometimes, but she mostly kept herself under control.

She couldn't help but feel a bit lonely as she walked through the woods for a clear head. It had been a good amount of time since she and the rest of her classmates left class. She had just got done getting through a hectic assignment and a good walk was what she needed.

Her mind, however, kept drifting to several of her fellow classmates. True, she could stand time away from her friends, but then there those she sometimes considered...more than just friends.

It was true that Rarity had a thing for men (especially shorter men), but she was no stranger to letting her homosexual side show. In fact, the more she divulged in it, the more it became apparent that she liked it better. She felt as if she had three options. The first of which was Applejack, a hard worker on Sweet Apple Acres. While the two of them bickered a bunch, they still were tight knit buds. It didn't help that Rarity found Applejack's strength and resolve to be rather alluring.

The second was Fluttershy, a timid caretaker of whatever animal she could find. Demure and beautiful (and just as busty as Rarity, even), she was almost too good to be true. Romantic advances, however, would be a bit tough, given her innocence.

Finally, there was Twilight Sparkle, a studious Japanese-American. She was a combination of cute and determined, which sat well with Rarity VERY much. She was helpful and very amusing whenever she got flustered. It helped that, at one point during a Christmas Party, they got drunk and decided to eat each-others faces before they sobered up and quietly refrained from the incident.

Due to a familiar scent in the air, her thoughts about them began to grow a bit more...explicit. She started to imagine them all crawling over her, worshiping her withe their tongues.

Rarity slid her fingers underneath her skirt and bit her lip as her fantasy grew more apparent. Applejack as eating out her pussy, Fluttershy was sucking on one of her tits, and Twilight Sparkle was passionately giving her a french kiss.

'Yes...right there...right there...' She thought as she came a bit in her pussy. She moaned as the cum dripped onto the forest floor.

Unbeknownst to her, the source of the scent was right behind her up on a tree branch. The plant creature was laying on it, eyeing the masturbating beauty.

'Rarity...ah...must...merge...must...share...ahhhh...fading...must fade...make room...for Rar...for Ra...' Dash's voice was growing more faint as the plant prepared to pounce. Eventually, it would cease into nothing.

'...leap...'

With that command, the creature let out something of a screech as it took a swan dive towards the fashionista. In those few seconds, Rarity quit her masturbating and was going to turn to the sound.

Too late. The creature opened up, revealing the same tendril-laden surface from within its body. The back of it slammed into Rarity's own back, startling her.

"AH! What in the blazes?!" She cried as the plant began to entrap her. Her legs wobbled as she looked at herself in a panic. Already, the plant had entrapped her firm buttocks, legs, and hands.

"Nnnngh! Get off of me, you...whatever you are!" She gritted her teeth as the thing continued to become her body-suit. The struggling was actually getting on the creature's nerves, so it utilized a little trick. As it folded, its tiny tendrils within stood upright, as if they were a blanket of mini-spikes. Sure enough, the living suit tightened on Rarity, leaving only her head exposed.

Rarity let out a sudden gasp of pleasure as she felt the aphrodisiac course through her veins. She let out a mindless moan as her head was entrapped, leaving behind the same faceless helmet-like head.

However, the pleasure spike quickly left when Rarity's consciousness came back. By that point, she was completely entrapped, but perfectly mobile. She began to fruitlessly claw at her head, trying to pry it off, but, alas, she had no more hands.

"GET OFF OF ME!" She yelled. "I CAN'T SEE A BLASTED THING! It's...it's too tight! Please! Let me go! LET ME GO!"

No-one could hear her and the plant...well, it just didn't care. However, Rarity stopped dead in her tracks when she heard a familiar giggle within the shell.

"Rarity...don't be such a sourpuss...embrace the gift this gal's gonna give us. Or guy. I can't tell." Dash's voice spoke more clearly as Rarity's body stood still.

"Rainbow Dash?! Where are you?! Help me get free from this...abomination!" Rarity cried out, not sure of where her voice was coming from. The walls of her prison were starting to get moist and the tendrils were starting to do their job.

"Why would you...ahhh...want to be free? It's awesome here...well...awesome for you, now. I'm...fading...just so you could have a shot here. You'll love it...just like I did..." Rarity's eyes filled with tears all the sudden. It didn't take a philosopher to know where she was coming from. She was fading away to whatever realm the dead go to die. "If you can...ohhhhh...tell Big Mac...I love...ahhh...him...."

Before Rarity could contemplate her loss, she was bombarded by the tendrils and the strange liquid. From the outside, it looked like the immobile creature was having a case of bubbling skin. Through the cracks of the leaf body were the juices, littering the floor with them.

"AHHHH!" Rarity cried out, forgetting her troubles as the pleasure came harder than expected. "Rainbow Dash! You were-UGH! You were right! I FEEL...I FEEL SO GOOD!"

The fluids seeped into every orifice of her body and the tendrils would leave nothing untouched. Rarity could feel her body melt away, but she was going to go out feeling the best she ever had in her entire life.

"YES! DIGEST ME! MAKE ME A PERMANENT PART OF YOUR LIFE! JUST FUCK ME MORE!" Rarity had completely lost herself. Her mind was slowly becoming little more than mush and her body was sure to follow. "Thank you...thank you...Rainbow...Da....ohhhhhh...."

It all ended when a segment of the leaves right on the stomach opened up, letting the puddle that used to be Rarity's body pour out.

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Fluttershy sat on her porch after she put away her school supplies and tended to her animals. She was in nothing but a nice bath-robe. After all, a shower was MOST required after a math assignment nearly tanks your entire day.

She let out a sigh. Not because she didn't have any confidence on her getting a good score (despite what her track record showed), but because of the same feelings Rarity had been going through. The need for some physical love.

Sure, she appreciated her friends to the utmost degree, but even then. It was nice to imagine that, one day, there would be someone to wait for her and then tend to her needs in a loving fashion. She would gladly return the favor 10-fold.

She didn't care if it was a boy or a girl. Just that he/she was as sweet and fair as could be. Even the wild types could get a chance.

However, her pondering was interrupted by some rustling in the bushes. It was a few ways from her cottage, but she still considered the possibility of it being an animal in need.

When she arrived, she gasped at the sight. Standing upright was the plant creature, but there were a few significant changes. This one was more bulky, but no less curvy. Its body looked even more like a suit, completed with fused sleeves, jeans, and t-shirt. The head was the same, except there was a mouth and a nose. The thorn-plant hair had grown even longer and there was now a tail-like pony-tail that ended in a small leaf. The creature laid a hand on her large hips as it surveyed the landscape.

Fluttershy was utterly fascinated by this creature, yet she dared not make a move. Not that it helped, as the creature turned its head to her and made a cute surprised sort-of face. The animal caretaker let out an adorable squeak as she was backed into a tree.

"Um...hello ma'am..." Fluttershy began. "I trust that you don't want to hurt me, but...could you back away a bit...if that's okay with you?" She spoke in her typically small voice.

The creature only giggled and extended its hand. From it came a burst of the gas. Fluttershy was taken by surprise, but now she felt calmer in front of thing.

And that was a big requirement for what would happen next. Because the creature suddenly grabbed the teenager's back and shoved its thick tongue down her throat. Fluttershy would have fought back such an advance, but not only was the gas a bit much, but the tongue's tip was shooting down a strange liquid down her throat. And then there was the voice of Rarity echoing in her mind.

"Apologies for the introduction to my temporary body...and, by extension, increase in life." Rarity's voice sweetly said as the make-out continued.

'Are...are you in my head...Rarity? Is that you? Are you doing this to me?' Fluttershy thought.

"Yes. It's me. This was a gift bestowed to me by Rainbow Dash. I know it feels a bit frightening at first, but then...you just let go. Then, a whole world of wonder and pleasure awaits." Rarity said, deepening the kiss.

'Ahhhh....' Fluttershy's mind was now being addled by the liquid. 'You know...this actually feels...rather nice...'

"I hope it does." Rarity murmured. "I've always been infatuated with you. You're so beautiful...so sweet...so innocent...let's help the world...let's turn it into something beautiful...before I fade..."

The voice cut out when the creature removed itself from the kiss. Fluttershy was now on her hands and knees, panting happily as the fluids coursed through her body. Her eyes grew vacant. The only desire left in her was to follow her Rarity to the ends of the Earth and help make the world...beautiful...in whatever way she could.

"M...more..." She smiled as she put her hands on top of her breasts. "Please...let me give you my all...I'll help. I'll make you feel good, Rarity. Just...let me be a part of you."

Sure enough, the creature's back opened up, beckoning her to enter. Fluttershy obeyed as she stripped herself of her bathrobe, leaving her nubile body exposed. Daintily, she put her feet into the living suit. In fact, she began to put the creature on as if if were a big piece of clothing.

"Appreciate the irony?" Rarity joked, her voice echoing in Fluttershy's head again. "My finest work and it's myself. All set for my lover." Fluttershy giggled at that as she put the "sleeves" on. Her blush, however, increased once she felt much larger tendrils caress her breasts.

"Such lovely breasts..." Rarity's voiced cooed. "I'm rather jealous, actually. Don't worry. When we become one, we won't have to worry about such a trivial thing...now...let's let the fun begin..."

That "fun" began as soon as Fluttershy's head was entrapped. Soon, the tendrils and liquid were at work again. However, bigger tendrils began to drill into the caretaker's pussy and butt. They were lubricate so nicely that she didn't even notice her virginity being taken away.

She let out various moans as more tendrils began to play with her nipples. Some milk was even leaking out. Also, a tube-like tendril was massaging her tongue and filling her up with more liquid.

"Fluttershy...I can taste your milk...taste your cum...this...feels like a dream..." Rarity moaned within Fluttershy's head. "Sing...sing for me, dear!"

"Ahhhh! AHHHHH! AAAAAAAAAAAAAAAHHHHH!" Fluttershy moaned in way that sounded a bit like singing as the tendril movement increased. "RARITY! Apart from meeting you and the girls, THIS IS THE BEST DAY OF MY LIFE!"

"Love you too." Rarity murmured. "However, I have a plan. Hurry! We have to head to the local gas station! I detecting some thoughts from your head that indicate that they decided to eat something there. Please! Make haste!"

Obeying the call, Fluttershy moved her new body towards her destination. Already, her body was starting to bubble and Fluttershy's cries of pleasure were getting louder. Thankfully, her goal wasn't very far, so the real fun (for real, this time) could begin very soon...

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Twilight Sparkle was doing her best to not go after the foods with the most carbs and be methodical about her decision. Sure, she was hungry, but even that wouldn't get in her way. She was also a bit stressed, impairing her concentration. A few guys had tried to take a peek at her miniskirt and had lost a few teeth on account of Applejack.

Speaking of which, the farm-girl had already paid for a nice bottle of water, which she drank until it was empty. In about 6 seconds. Hard work and studying can do that to you.

Pinkie Pie and her sister, Maud, were also deciding on what they should eat. Although, Pinkie was only having a hard decision to make due to the fact that she forgot which was her favorite gummy candy. Maud was just about to settle on just a few hard candies.

Also there were the rebellious Cloudchaser and her much more demure sister, Flitter, just enjoying a few candy bars. Nothing special.

Twilight also had to wonder why a simple gas station like this was so spacious. What's the point in that?

Her answer came to her rather quickly, as through the doors came the plant creature, still containing the orgasmic Fluttershy.

"Uh...what?" Applejack's stare spoke volumes about the bizarreness of what was happening.

"Aliens! ACK! Sis! I told you those comics had a point!" Pinkie jumped up.

All Maud could do was stare at that...interesting bust size. She may have been semi-emotionless, but even she knew a good rack when she saw one.

"Well, this day just go interesting." Twilight said, prying her attention away from the foods.

"I don't know what it is, but it's getting juice everywhere." Cloudchaser observed as more of the liquid seeped out of the cracks.

"Are those real?" Flitter also looked at the chest of the creature.

"Alright, Fluttershy. Make me proud." Rarity spoke to Fluttershy, who had now been reduced to a babbling fool by the liquids and tendrils. "And, if you can, tell Twilight and Applejack that I love them too."

Fluttershy moaned, her mouth actually given an access-way through the head-barrier. When she opened her mouth, the gas seeped through the room. Everyone there suddenly felt more aroused.

As everyone dealt with that, the creature began to do a series of poses, which let more of the gas out. Pretty soon, the gas became so thick, that you could cut a knife through it. A brilliant flash of light was sent, encompassing the whole inside of the gas station and knocking over the shelves.

A minute passed and everyone could now see what had just happened.

"Wow. Best dance ever. Bet I could throw in a little something." Pinkie said, although she said that as she panted from the pleasure she had just sniffed up.

The creature, however, had evolved again. This was a radically different creature than before. This was the size of a monster truck, with smooth green skin devoid of any cracks. It was blob-like and even more curvy than before. Its breasts were now so massive that they could crush metal in one slam. The head was now a humanoid one entirely, with long grass-hair and blank eyes.

Pinkie stood in front of the creature's enormous rump, too awestruck and aroused to say anything. Maud stared the thing dead in the eye, though her expression had softened due to the gas and she absentmindedly tore off her skirt.

"You're Pinkie's sister, right?" Fluttershy's voice echoed in Maud's head as the creature neared the thin, but tough, Pie family member.

"Are you..are you talking to me?" Maud breathed as she grasped her shirt and let her arm go limp, tearing the clothing off in the process. Now, she was in her underwear.

"Yes. I am here to spread the joy of becoming one." Fluttershy cooed. "I'm sure you'll love it. We'll never be apart. Your sister will also be with us soon, so everyone wins. Would you want to join?"

Maud smiled as she removed the rest of her clothing, revealing her sleek frame. "Count me in. You just look...so...good...."

"Glad to hear it. Now...relax." Fluttershy whispered as she opened her mouth. It was so wide that Maud could easily crawl into it. Fluttershy's massive tongue beckoned her.

Pinkie had already disrobed. Her nipples stood on edge as she observed the anus of the giant. She took one big whiff of the smell of the creature's skin and started to rub her hand across her body.

"If there's more of that smell here..." She smiled as she knelt down to the level of the anus. "...then...I wanna be a part of it...it's like there's a party in my nose..." She slid her hands into it, desperate for more of it.

Maud rested her stomach onto the creature's tongue, enjoying the most feel against her rock-hard nipples (PUN!). She hugged the tongue softly as it lifted her up. The tip of it began to rub in-between her thighs, getting a soft moan from the Pie sister. A few moments later, the lips closed around her waist, leaving her rump and legs dangling out.

Eventually, the creature lifted her herself up and swallowed her. Her feet were sucked up like noodles as Maud slid through the tight neck. The tendrils within her caressed Maud's body as she made her way to a very tiny stomach.

"So warm..." She moaned as she was forced to curl into a fetal position. " So good...I could be here forever...Pinkie...I hope you'll come join me soon. Fluttershy...haaaa...is good and all...but..."

Speaking of which, Pinkie was busy shoving herself through the anus, kicking her feet as she struggled. Not out of panic, but just to stimulate the creature. Said creature rubbed her ass and hummed softly at that. Soon enough, Pinkie was sent to the second storage area inside the beast.

The plant creature was now presenting its rather large pussy to Applejack and Twilight. The both of them were utterly entranced by the sight. Applejack was no stranger to a little girl love and Twilight remembered several wonderful experiences with Trixie and Sunset. This felt like those experiences would be amplified up to eleven.

"Come closer...enjoy me..." Fluttershy's voice cooed in their minds. "Rarity would have wanted you to do the same...especially you...Twilight..."

That was all the convincing they needed. Because in just a minute, they were right beside the vagina. Applejack rubbed her hands against the walls of it, taking in the sweet scent and ticklish feel of the tendrils. Twilight was too busy sucking on the large clitoris.

"Damn, Fluttershy..." Applejack said as she licked a wall. "You taste like...like strawberry ice cream. I could get used to this."

"Mmmmm..." Twilight hummed in approval as she removed her skirt and panties.

"If you think that's good, just you wait..." Fluttershy's voice said rather mischievously.

In an event that surprised both girls, the clitoris began to expand outward. They removed the rest of their clothes as this transformation took place. Eventually, the clitoris had become a penis the size of a phone booth. Pre-cum dripped from its tip as it stood up fully erect.

Taking action quickly, Applejack buried her face into the pussy below it, eager for more of the juicy liquid. She closed her eyes and took in the feel of the tendrils caressing her face lovingly. Twilight just rested her body, stomach-first, onto the penis, grinding against it with gusto. She rubbed her hands all-over the pulsating member as she began to lick it.

"You know...this isn't actually my cum..." Fluttershy's voice spoke to Twilight as it wavered from the pleasure of having the bookworm's delicate frame against her cock. Indeed, pre-cum was dripping off the member at an increased rate.

"Aaaah...." Twilight opened her mouth to let that cum drop into it. She savored the taste as it corrupted her. If only she could have more...

"This cum...is Rarity's." Fluttershy's voice continued. "She loved you two soooo much. As much as she loved me. Twilight...do you love her back?" She picked up the nerd and placed her within her two breasts. Her back laid against the crevice as she contemplated that question.

"Yes..." Twilight sighed happily, eager for more of the love this creature was giving her. "I love her..."

"Be specific." Fluttershy said as her body's cock expanded a bit just to reach Twilight's toes.

"Her gorgeous body..." Twilight panted as she got the message and slowly inserted her feet into the gaping urethra. "...her helpful attitude..." Fluttershy's tongue was pushing against her back, savoring her flavor and pushing her further into the cock. "...her sexy voice...haaaa..."

Now, the cock was at her waist. It was erected high into the air as Twilight slid slowly down, still thinking of Rarity. "If this is her cock..." She spoke in a hush as she felt the tendrils massage her body from within the penis. "...then I want to be a part of it. I want to live with her. I want to spend the rest of my life with her...just...swallow me..."

"Mmmm...just what I wanted to hear." Fluttershy's voice said in satisfaction. To reward the euphoric girl, the tendrils inside the cock began to spin about, moistening Twilight's submerged skin. Now, her breasts were getting swallowed whole by the cock, driving her over the edge.

"AAAAHHH!!! SWALLOW ME! EAT ME UP!" Twilight screamed as her eyes rolled into the back of her head. "PLEASE! I WANT YOU SO MUCH, RARITY! I LOVE YOU! I LOVE YOU!!!!"

"You've got a quite a pair of lungs, don't you?" Fluttershy's voice giggled.

The rest of Twilight's moans and squeals were muffled out when her head was entrapped next. Her arms waved mindlessly in the air as they too were slurped up by the cock. Now, her outline could be seen on the underside of penis, still squirming and screaming about how much she was going to enjoy being together with the now devoured Rarity. No-one would hear her epiphanies anymore, though.

As Applejack continued to eat away at the creature's pussy, it turned to its nipples. Cloudchaser and Flitter had already decided to savor this colossal gift and they were burying their bodies into the massive gelatinous boobs.

"Holy fuck..." Cloudchaser panted as she rubbed her nubile body against the enormous tit. "This is the greatest thing since me and my sister fell in love."

"Yeah...you wish you had tits as big and soft and juicy as these." Flitter giggled as she rubbed her face into the tit even more. "You're still the better kisser, though."

"Thanks, sis." Cloudchaser replied.

Suddenly, the nipples opened up. More gas poured out of them as they registered the message. "You know..." Flitter said as she began to crawl inside a nipple. "I wonder if she'll keep us together forever."

"Kept inside a nice...snug...warm...body...oohhhh..." Cloudchaser moaned as she also crawled inside a nipple.

"She deserves a reward. Let's give it to her..." Flitter said as she began to intentionally struggle.

The creature moaned with the combined voices of Rainbow Dash, Rarity, and Fluttershy as the sisters wiggled their way into the nipples. No part of their bodies was left untouched by the growing moss spreading across their bodies and the tendrils were having a wild time carressing them. Eventually, they were stored inside the gigantic boobs, which swung with the force of wrecking balls as the beast swayed side to side.

"Daaamn..." Cloudchaser breathed in the waves of gas as she was put into the fetal position, her arms resting on her own breasts. "This is better than I thought...you feeling good, sis? 'Cause I...ahhh...sure am..."

"I feel so safe..." Flitter whispered as she got into the same position, more or less. "Me and my sister...inside this wonderful plant...it feels like I'm melting...feels nice..."

Applejack had finally had enough. She just HAD to be inside this creature. So, with a push from her legs, she thrust herself into the pussy. With that, she made her way to whatever stopping point she could find.

"Fluttershy...that thing you said 'bout Rarity..." Applejack panted as she was coated in the tantalizing liquid. "I'm sorry...I love Big Mac. Yeah. I'm not even ashamed anymore. I love my big brother. Then again...uhhhh..." She played with her pussy as she accepted her fate. "...this is fine."

The creature rested her hands on her breasts as it realized that it was finally filled up. There was no orifice not filled with a human. Letting out a sigh, the beast rested its hands against the floor. The seeding had begun.

She looked at her penis. Twilight was squirming a bit less, having exhausted herself by now. Her throat hurt a little, so she quit professing her love to Rarity for a while. The creature touched to the tip of its penis, causing it to be erect once more.

"Twilight..." Fluttershy's voice began. "This is where I have to say goodbye...it's time to be reborn. And for me...to fade..."

"Really?" Twilight panted as she continued to savor the moistness of the cock's inside. "That's a...ahhh...shame...this feels like the greatest thing that's even happened to me..."

"Well...it's about to get even better." Fluttershy's voice assured. "I hope all of you are ready...for...uhhh...a new...ahh...new....life....I'm a tree...yaaay...."

With that, Fluttershy was gone. However, the creature's body began to bubble up. Another change was occuring. Twilight was the first to be hit with it. The cock was pulsating like mad and it was swinging up and down.

All that came from Twilight's mouth were a series of moans and gasps. Her mind, however, was free to waver as her transformation began.

'Oh, by Celestia's chest!' She thought in her euphoria. 'This is going to be so good! I...I'm going to be a new me! I wonder what I'll look like...who I'll change...'

Twilght's outline was slowly changing into a massive bulbous shape. The creature let out a mighty moan as she struggled to birth the shape from the urethra. It began to stretch so wide...

With a final burst of strength, the penis spat out the offspring. It was a pod, like from the beginning. However, the major difference from the first pod was that on the face of the two frontal leaves was Twilight's tattoo. See, it was the latest fad to have a tattoo put on one side of your rump and one guy even managed to give it a name. A "cutie mark". Incidentally, it's a surprise he wasn't smacked in the face for a name like that.

Nevertheless, Twilight's pod laid there on the ground, the thoughts of the unicorn echoing inside.

'So...beautiful...I'm a plant...I'm Rarity's plant...' Twilight was now permanently lost. She was exactly as she described herself now. A plant meant to corrupt the next female passerby.

With another burst, Pinkie and Applejack's pods were squeezed out of the ass and pussy, respectively.

'Gosh darn...' Applejack's pod echoed with her thoughts inside. 'I feel so...empty...I need...food...'

'Somebody please...get inside me...' Pinkie's pod echoed. 'I wanna spread...more smiles...it burns so much..without anybody... to share with...'

Out of the creature's mouth came Maud's pod, which was a bit heavier than the others. No wonder it was kind of a pain to hork up.

'I never though...feeling soft...would be so good...I hope Marble shows up...I want to feel the sensation...of our bodies being close again...' Her thoughts echoed in her pod, thinking about how much she lusted after her sister, adding credence to the theory that the Pie family was quite busy behind closed doors.

Moaning for one last time, the creature ejected the last two pods from her breasts. The sisterly duo being released mark the end of the seeding.

'So horny...so empty...at least...me and sis will be together as one...' Cloudchaser's pod echoed.

'I love you so much...Cloudchaser...let's never be apart ever again...let's be as one...' Flitter's pod echoed in response.

Now that this task was done, the plant creature slumped against a wall, dead. It's skin turned into bark and roots began to spread into the earth from its body. It was now a permanent decoration in this now desecrated gas station. The pods stood there, eagerly awaiting a new batch of future creatures. Gas began to pump into the area.

Thank goodness the cashier was late. He would have either skipped town or done something stupid.

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A day later, the expected batch of victims did indeed come. One for each pod, in fact. Like the group before them, they just wanted some refreshments. Little did they know they were going to get more than that.

Upon being assaulted by the massive built-up gas cloud, they were already starting to disrobe as they made their way to step inside the pod of their choosing. The voices in the pods were glad to have finally received this blessing.

'Nice of you show up...' Flitter's pod echoed. 'Just step inside...it's better here...'

"...okay." Blossomforth obeyed as she walked towards the open pod, completely nude.

'C'mere...' Cloudchaser's pod purred. 'Bring that body here...you won't regret it...'

"So good..." Minuette gasped as she took in the scent. She had just stepped inside the pod.

'Sister...please...' Maud's pod beckoned. 'I want to be one with you...I don't care what our parents say...I've loved you for so long...hurry...I'm losing myself too quickly...'

"I'd love to, Maud." Marble smiled as she savored the feel of her sister's tendrils against her thin flesh (we're talking so thin, you could see her rib-cage).

'Wow...you've got one smoking hot body there...come inside...I can't take it anymore...' Pinkie's pod was trembling with impatience. It just NEEDED to spread.

"The Great and Powerful Trixie...doesn't mind." The eponymous human said as she watched the leaves close in on her.

'So...you're that flower girl that Mac sometimes sees...' Applejack's pod echoed. 'I think it's time we got closer together..and welcomed you into the new family...'

"Thanks..." Roseluck smiled as the pod entrapped her. "You feel so warm...and soft...Mac talked a lot about you...I never minded getting it on with a girl, after all..."

'As my duty as a plant...I want you to be beautiful like my breeder was...get inside me...I bet you feel so good...just think of it like that time we kissed back then at my house...' Twilight's pod closed around closed around her former classmate.

"I remember." Sunset said softly before she was encased in the moss/tendrils. "It was...great..."

And so began the fall of man. When those pods would become new plant creatures, they would probably overwhelm the world in no time...

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"And then everyone had lots of plant transformation sex and died. The end!" Osaka finished her fanfic. "Did you like it, girls?"

All her friends could do was stare speechless at her. Sakaki was utterly red in the face, Tomo tried to formulate a sentence, Kagura was doing her best to back out of the room, Yomi had fainted, and Chiyo struggled to understand a lick of what her friend had said due to how bizarre that quickly got.

Or maybe it was that Mechagodzilla (Sakaki's boyfriend, no less) was covering her ears the moment the seedier parts of the thing came to light.

"FOR THIS EXPERIENCE, I PRESENT YOU A GIFT." Mechagodzilla spoke in his deep robotic voice as he gave the girl a slip of paper.

"Wow. What is it?" Osaka asked, sounding as detached from reality as ever.

"THE ADDRESS TO THE NEAREST MENTAL INSTITUTION. THEY HAVE PROBABLY BEEN LOOKING FOR YOU FOR A LONG TIME."

Da End

Author's Note

Well, that was certainly something. Also, random Azumanga Daioh cameos. Makes sense as everything else in this fanfic.

Hope you all enjoyed! I'm up for suggestions for clopfics, although I have my own string of ideas. Every comment is appreciated, too.