Author's Note

The second to last chapter. This one contains three major sex scenes with a lot of fetishes. Content of each scene will be tagged in a warning before the scene occurs. The entire chapter contains mind-altering themes that some might find disturbing, I'm going to add the Dark tag just to be safe. If mind-control/mind-breaking makes you uneasy, you might want to turn back.

They'll be an epilogue coming up next.

The Crescendo

“I still can’t believe we fell for that,” Applejack groaned as she finished brushing all the assorted forest items off her clothes. After Daring Do arrived, the entire group had spent hours searching the Everfree Forest for Rainbow Dash, only to discover after an intense line of questioning that Fluttershy had been brainwashed into lying to them. Now they had to tie poor Fluttershy to a chair while Daring Do looked through her book to figure out how to undo the amulet’s powers.

“So, what exactly are we dealing with here?” Twilight asked.

Daring sighed, “From what I can tell...this amulet contains the spirit and power of an ancient succubus. Multiple of them actually. Apparently, Succubi Queens were a big problem in ancient times. Each time one was defeated, they’d store all their energy and power into some relic. Whenever someone new picks up the relic, they’d merge with the energy and become the new Succubus. Each one gains the power and experience of the previous ones, making them more dangerous with each incarnation.”

“So how long before Rainbow Dash becomes one?”

“Well, it probably takes time for the powers to assert themselves. I’m also guessing there’s something else back at the temple that she needs to complete the transformation. We’ll need to head there immediately after I cure Fluttershy. Do we have the ingredients yet?”

“Yup, here you go Daring Do!” Pinkie Pie happily bounced in place as she tossed the ingredients over. “This’ll make Fluttershy a not brainwashed liar again, right?”

“That’s the hope…”

Daring Do quickly combined and mixed the ingredients together before assisting Fluttershy in drinking it down. Fluttershy resisted a bit at first, coughing and sputtering before finally swallowing the foul mix. They all waited for a few moments to see if it would have any effect.

“So...how are you feeling, darling?” Rarity asked.

“I...I..better, I think? My mind’s a lot clearer now. What happened…?”

“It’s a lot to explain,” Daring answered, “But Rainbow Dash worked some of her new tricks on you. She hypnotized you in addition to making some...uhh...changes,” Daring blushed slightly as she indicated to the bulge in Fluttershy’s skirt. Fluttershy promptly blushed heavily before blocking her crotch with both hands.

“Unfortunately, I don’t know how to reverse the physical changes yet. But at-least we have a way to reverse Dash’s brainwashing.”

“So..w-what do we do now?” Fluttershy asked.

“Now we go to the temple and catch Rainbow Dash before we lose her completely…”

Daring Do managed to charter a small plane for the group and they quickly flew to the airfield nearest to their target location. After that came an agonizing afternoon of trekking through the jungle, only eased by the fact that Daring remembered the trail she used the first time coming here.

“Ugh, it’s so hot and sweaty out here. How long before we reach the temple?” Rarity whined.

“It’ll be awhile yet. What’s the matter, not used to roughing it?”

“I am, but that doesn’t make it any less hard on a lady like myself.”

Daring chuckled at the response.

“W-What if Rainbow Dash has already beat us here and gotten what she needs?” Fluttershy asked.

“Then we’re in for a seriously rough time. There’s six of us though, and only one of her. As long as we stick together, we should be able to beat whatever tricks she tries to use on us.”

“Oh, oh, I think I see the temple!” Pinkie shouted as she pointed at an elaborate stone structure in the distance, “Is that it over there?”

“That’s it, good eyes, Pinkie” Daring replied as she lead the group towards the entrance. “Alright, everyone. Remember, no matter what happens, STICK.TOGETHER. Get caught alone with her and your mind will be mush before you know it.”

Everyone in the group nodded, “Don’t worry, Daring. We’ll be right behind you every step of the way,” Twilight assured her.

“That’s right, now let's go wrangle Dashie back in and get her away from this crazy voodoo,” Applejack replied.

With that the six of them made their way into the temple, keeping all eyes open for their afflicted friend. As they made their way down the main hallway it seemed very peaceful, too peaceful even. There was no sign of Rainbow Dash anywhere.

“I don’t see much here, maybe she’s already gone?” Twilight asked.

“Maybe...but we can’t stop until we’ve searched every inch of this temple,” Daring replied, “There’s a chamber up ahead. We’ll do some searching there, but everyone needs to stay in that same room. No wandering off.”

As the group entered the first antechamber they began to spread out and search every part of the room they could. They checked every corner, every alcove, to no avail. Just when they were about to give up a rumbling was heard. Suddenly walls began to rise up across different parts of the room, threatening to split the group into three parties.

“Everyone, to the exit, fast!” Daring shouted. The girls all did their best to get away, but only Twilight and Daring herself managed to get out of the chamber. The other four were cut off from escaping, and then cut off from each other by a second wall that split the room in half. On one side was Rarity and Pinkie, and on the other was Fluttershy and Applejack. The three duos shouted for each other, but couldn’t get through the thick walls. Like it or not, the group was split now.

Scene 1

Contains: Butt Expansion/Hyper Butt, Cock Growth, Ball Growth, Bukkake, Anal Sex, Mind Break, Futa on Female

“Come on, you danged stupid temple!” Applejack groaned as she desperately pushed against the wall for any weak spots. She had spent the past ten or so minutes doing everything she could to get through. She tried throwing heavy objects at the wall, hitting, it, pushing,and so on. Nothing seemed to work. She was eventually forced to slump against the wall and take a breather.

“T-Try to calm down, Applejack,” Fluttershy said as she walked over and try to soothe her friend, “I’m sure the others will find a way to get us out soon”

“Yeah, but what if Rainbow finds us first?”

“I...I don’t know.”

“We have to find a way to break out of here. There must be a secret exit or something.”

As if right on que, there was a groaning sound as part of the opposite wall began to slide open and revealed a secret passageway.

“Well, that was almost a little too convenient,” Applejack said as she stood up and began walking towards the new exit.

“Applejack, wait, what if that’s a trap? What if that’s the way she wants us to go?” Fluttershy asked.

Applejack sighed, “It very well might be a trap, but we don’t have any other choice. I’m not just gonna sit around here and wait for somethin’ to happen. Just stick close to me, Fluttershy, we’ll make it through.”

Fluttershy nodded and began following behind her friend as they made their way into the newly revealed area. While straightforward at first, the hallways soon turned into a maze. They walked around for nearly half an hour before coming to a dead end room.

“Well, that’s just great. We just can’t catch a break,” Applejack complained as she began studying the room to see if there was anything hidden here, “Start looking around, Fluttershy, let me know if you see anything.”

Applejack carefully studied all the walls around the room, but couldn’t find much other than weird symbols and markings.

“Uhh...Applejack…”

“What is it, Fluttershy?”

“I...I think I found something”

Applejack turned around and saw Rainbow Dash standing in the entrance to the room, just a few feet away from Fluttershy. Their friend had an evil smirk on her face. She was wearing some sort of ancient robes, designed to show off the female form as much as possible. Her breasts were now almost comical in size. Meanwhile, her hips and rear were so large and wide that they effectively took up most of the doorway. The top of her outfit only covered up a small portion of her nearly beachball sized breasts and did nothing to hide her mid drift, while the bottom half concealed her marehood and flank while leaving her tree-trunk thighs and hips totally exposed. All of her exaggerated curves bounced and jiggled madly as she took a few steps into the room.

“Hey, Fluttershy, Applejack. I’m glad you guys decided to come. I was wondering when you’d show up.”

“Now, Rainbow...just stay back. We’re here to help ya..”

Dash laughed, “Help me? I don’t need help. I’m feeling better than I ever have in my life. I’ll make you feel that way too…”

Applejack raised her hands defensively, “Nuh-uh. None of that. We know the kind of tricks you’ve been pullin’, and it won’t work this time.”

“Oh, come on AJ. There’s no need to be so hostile. It’s not like I’m gonna hurt you guys or anything. I want us to take over the world together, as a team. I’ll be the leader of course, but the rest of you will all get perks. All we have to do is make a few changes…”

Before Applejack could retort she noticed Dash’s amulet beginning to shine with energy. At the same time, she felt a strange tightness in her pants. She looked over her shoulder and gasped in shock as she noticed that her rear was starting to grow outwards.

“Rainbow Dash! Stop this right now!” Applejack shouted.

Dash giggled, “Why would I do that? I think you’d look good with a bit more junk in the trunk.”

Applejack groaned as her ass continued to outgrow her pants, the fabric started to visibly strain and tear as Dash’s magic made her booty plump out bigger and rounder by the second. Already part of Applejack’s flank was becoming openly visible, pushing its way out of the confines of her tight jeans. She glared at Rainbow Dash before charging forward at her, hoping to take away the amulet before Dash could react. To Applejack’s surprise, Rainbow Dash easily side-stepped and tripped her. AJ fell to the ground with a painful thud.

“Ugh...how can ya still move so fast with all those big blobs on your chest?”

“Pfffft, come on AJ. You think the Succubi in the past would have been able to rule if they didn’t have ways to move around with their bodies? This magic doesn’t just make me sexier, it makes me stronger.”

AJ’s response was muffled by a loud ripping sound. She looked to see her pants nearing the end of their lifespan, they were tearing and ripping all over the place as her butt continued expanding in every direction. She scrambled to her feet and attempted to attack Rainbow Dash again, but met with the same result. Fluttershy tried to sneak up on Rainbow Dash, presuming her to be distracted, but Dash grabbed her hand before she could touch the amulet.

“Nuh-uh, Fluttershy. You just stay put, you’ll be getting a real treat soon.”

Fluttershy let out a surprised moan as she felt heat surging through her body, with her member beginning to throb to life as she was once again filled with unnatural lust.

Applejack wasn’t doing much better. Despite her initial horror at what was happening, she found herself becoming more and more aroused as her ass expanded to new sizes. The rapid addition of booty flesh was an overwhelming sensation, and it was quickly making her marehood wet. There was a final loud rip as the back of her jeans tore all together, leaving just the panties underneath. Said panties looked comically small at this point, being rapidly consumed by the growing cheeks of her flank. Her rear was quickly approaching the size of Dash’s, and there was no sign that the growth was slowing down.

Applejack looked over to Fluttershy for help, but saw that her friend was already falling right back under Dash’s spell. Fluttershy had already dropped her skirt and panties, stroking her member with eagerness as she watched Applejack’s ass grow and grow.

Rainbow smirked and sat down, giving AJ’s rear a hard spank. “You’re going to make a great butt-slut when I’m done with you. Just wait~”

Applejack shuddered, “Y-You won’t get away with it. The others will come rescue us”

“I’ll deal with them when the time comes. For now, you should just lay there and enjoy yourself as I give you the fattest ass in all Equestria.”

AJ tried to get up and continue resisting, but found herself paralyzed as her lust increased. She should be increasingly horrified by the situation, but only found herself increasingly aroused instead. There was a loud snap as her panties ripped apart, leaving her over-sized flank totally exposed. The two rounded, orange cheeks of her rear seemed like dough as they became both thicker and wider. She estimated each of her cheeks was at-least beachball sized at this point, with inches of new flesh being added on by the moment.

“Almost there, AJ. Just a little more, if I feel merciful~” Dash taunted.

Applejack could only groan, having almost totally succumb to the overwhelming pleasure of her growth. Her hips were now over twice as wide as her shoulders, and her thighs touched together all the way to her knees. Meanwhile her giant rump was reaching unbelievable proportions, with each cheek being large enough for a person to sit on. She began to wonder if Rainbow planned to make her so body heavy she couldn’t even leave the temple, but eventually the growth began to slow to a halt.

“Now THAT is what I call an ass,” Rainbow exclaimed as she gave Applejack’s rear a hard smack. The impact caused the flesh on both cheeks to jiggle like ocean waves. Her massive backside took several seconds just to stop shaking. Applejack let out a surprised moan, torn between the burning in her loins and the desire to escape. She slowly stumbled to her feet, no small task considering the weight in her rear. However, she only managed to make it a few steps before her bottom heaviness won out and she fell right back onto her cushiony butt. There was a loud slapping sounds as her backside smacked against the floor tiles. She didn’t feel any pain though, as the massive jiggly cushions beneath her easily absorbed all of the impact. It was at this point she realized her rear was so big it was actually lifting her a couple feet off the ground, her rump serving as chair in itself. All the while Rainbow Dash bust out laughing.

“I bet you think this is really funny, huh? Well, I’ll show ya!” She clumsily attempted to get up again, only for Rainbow Dash to turn her around and push her down to all fours.

“Just stay right there. It’s time for you and Fluttershy to get better acquainted.”

Dash soon walked over and started pushing Fluttershy towards Applejack. For some reason, neither Fluttershy or AJ found themselves being able to move from the positions Dash was forcing them into. Both of their bodies were failing to respond to their commands probably. In just a few moments Fluttershy found herself standing right behind the massive globes of orange flesh that constituted AJ’s ass. After Dash gave her a slight push forward her member slipped right in between Applejack’s massive plot cheeks, making Fluttershy groan with pleasure as her cock was consumed by the soft,squishy flesh.

“Come on, Fluttershy. Give that big apple bottom some love,” Rainbow Dash teased, “Doesn’t it look enticing?”

“I-It kinda does..”Fluttershy slowly reached out her hands began to squeeze and massage both sides of Applejack’s rear. There was something exhilarating about how far her hands could sink in, and how all the mass in AJ’s flank jiggled uncontrollably with even the slightest contact.

“F-Fluttershy...ya g-gotta fight it…” Applejack tried to hide her own growing arousal as she felt her friend’s cock hot-dogging her cheeks while she massaged her rump at the same time. Her marehood was burning hotter than before, and was starting to nearly drip with moisture.

“I’m sorry, Applejack...I...I can’t…” Fluttershy’s body seemed to work on instinct, her own will being overridden as she started positioning her cock towards Applejack’s tailhole. She began to thrust back and forth, groaning with pleasure. The sensations were so intense it took Fluttershy a few moments to realize that her cock wasn’t even reaching either of Applejack’s holes, she wasn’t even long enough to get through the barriers posed by her flank cheeks.

“Unngh..I can’t even..reach…”

“I think I can help with that,” Rainbow Dash replied with a smirk as she began working her magic on Fluttershy. Soon after Fluttershy’s member began to throb heavily as it grew both longer and girthier. At the same time, her balls began to swell outward and churn as massive amounts of seed were suddenly forced into them.

“Better now?” Dash asked with a wide smile on her face.

Fluttershy only nodded as she continued her efforts, this time easily reaching Applejack’s tail hole and plunging right in. Applejack let out a loud groan as she felt her rear being suddenly and roughly penetrated. Fluttershy reached out and grabbed hold of both sides of AJ’s hips, just barely managing to reach, before starting a regular pace of thrusting in and out. Applejack tried to resist at first, but all she managed to do was tighten her inner muscles and jiggle her flank. Both actions simply aroused Fluttershy further and encouraged more thrusting. Soon the initial pain began to give way to pleasure, and before long Applejack was starting to moan each time Fluttershy’s heavy shaft rammed into her backside.

Rainbow Dash leaned down close to Applejack. She rubbed AJ’s cheek while looking at her friend with a powerful gaze, “Good girl, Applejack. Just keeping taking it, you’re going to make an excellent butt-slut.”

“B-Butt-slut?”

“That’s right. You’re going to hypnotize people just by shaking that fat flank, and then love every second as they bend you over and pound you like Fluttershy’s doing now.”

Applejack tried to mount a protest, but could only moan as Fluttershy began ramming her harder and faster. Her mind was becoming more and more clouded with pleasure, fantasizing about taking this kind of pounding on a regular basis. She began to push her hips back against Fluttershy, and shook her flank so hard that her cheeks began to clap together.

Fluttershy, watching this lewd display and seeing Applejack’s massive rear jiggling like jello, couldn’t resist the urge to give her friend a hard spank. Then another. Then another. She giggled with arousal watching just how much her friend’s fat rear could move. She grabbed both of Applejack’s butt cheeks and squeezed with appreciation, holding on tight as she worked her hips forward and backward to keep driving her shaft into the magnificent rear before her. “Mmmh, Applejack...this is a-amazing, I can’t resist your flank..”

Meanwhile Applejack still found herself looking deeply into Rainbow Dash’s eyes. The longer she did so, the more she felt her mind slipping into depravity. She was quickly falling completely under her friend’s influence.

“Alright, Applejack. I want to hear it. What are you?” Dash asked authoritatively.

Applejack’s response was just a mumble.

“What was that? I couldn’t hear you”

“I’m...I’m a butt-slut.”

“That’s right. A naughty, fat-flanked, butt-slut.”

Applejack panted and moaned shamelessly as Fluttershy’s sexual tempo increased even further. Her mind was constantly barraged with the pleasure of her friend’s hard shaft being thrust deep into her rear, and the sensations of rolling flesh as her backside wobbled everywhere. Every thrust Fluttershy made seemed to incite a tidal wave.

Bounce. Jiggle. Bounce. Jiggle. Bounce. Jiggle

Rainbow Dash smiled, seeing that Applejack’s change was almost complete. She then stood up and went to Fluttershy’s side.

“Enjoying the view, Flutters?”

Fluttershy nodded, groaning passionately each time she buried her member deep into Applejack’s flank. Every time Applejack let out a deep moan, clenched her inner muscles, or jiggled her flank it just encouraged Fluttershy to rut her that much harder. Her pleasure only intensified when she felt Rainbow Dash reaching a hand down to massage her swollen balls.

“I’m glad you’ve taken to this new form, because you’re going to be emptying these big balls a lot. Before long there’s going to be a lot of sexy sluts like Applejack around that’ll need someone like you to help them.”

Fluttershy blushed heavily, continuing to pound her friend like some kind of raw animal. She wondered that if this was what Dash had in store for them, perhaps being under her control wouldn’t be so bad after all.

“That’s it, Fluttershy. Just do what comes natural. Thrust. Thrust until you fill this slut with your cum,” Rainbow Dash commanded.

Fluttershy was happy to oblige, putting her all into it as she watched AJ’s glorious rump continue it’s mesmerizing display.

Bounce. Jiggle. Bounce. Jiggle. Bounce. Jiggle

“Oh golly...Fluttershy...please...d-don’t stop..I need it.” Applejack moaned out, finally giving up all resistance.

Fluttershy groaned heavily, her member throbbing with need as her balls began to tighten up. After a few more hard, powerful thrusts she embedded her shaft as deep into Applejack’s rear as she could before unleashing the start of her deluge. With just a few good pumps she managed to fill her friend’s tailhole with seed. Sensing AJ’s fullness, Fluttershy pulled out and began to shoot cum all over her friend’s flank and back. Her member was like a geyser, constantly erupting white fluid all over the broken mare beneath her. Applejack only panted with euphoric happiness as she felt Fluttershy’s splooge painting her body. Soon her knees and elbows grew weak and she collapsed to the floor in a panting, pleasured heap. Fluttershy followed suit soon after.

Rainbow Dash looked at her friend’s with satisfaction,”That’s two down, four to go.”

Scene 2

Contains: Breast Expansion/Hyper Breasts. Futa Transformation. Futa on Female. Mind Break. Pazuri

“Another dead-end?!” Rarity shouted, “We’ll never get out of here at this rate!”

“Don’t worry, Rarity. There’s always a way out if you’re creative enough. Besides, you’ve got me to talk to in the meanwhile!” Pinkie replied.

Even after escaping the main chamber, the two of them had found themselves trapped. Every hallway led to another bland room with no sign of a true escape route. At this point, frustration was starting to get the best of them. It seemed the more they searched, the more lost they became.

“Oh dear, perhaps it is best if we simply wait for the others to find us. I’m sure they’re working on it as we speak...if they aren’t trapped too.”

Pinkie Pie walked over and embraced Rarity in a light hug, “Don’t worry, Rarity. I’m sure someone will get here soon”

“You’re right about that, Pinkie” came a third voice. Both Rarity and Pinkie turned to see Rainbow Dash enter the room, giving them a rather unnerving smile.

“R-Rainbow Dash. J-Just stay back now darling..there doesn’t have to be any trouble here,” Rarity warned.

“Pfftt. Trouble, me? Come on, Rarity. When have I ever caused trouble?”

“I could name more than one time. What do you want with us?”

“I was hoping you’d ask that. I just got done breaking in Applejack and Fluttershy, so I thought I’d slip on over and give you two the same treatment.”

Rarity glared, “What have you done to them?!”

“Nothing serious. Just gave them the right tools to experience pleasure like they never could before~”

“Darling, that amulet is doing rotten things to your mind. You need to take it off at once. Please, let us help you.”

“No, Rarity. Let me help you.”

Rarity gasped as she felt a sudden warmth in her chest, followed by a tightness in her shirt. She looked down and her jaw dropped as she saw her breasts slowly pushing outwards, growing slowly but steadily in size. Pinkie Pie tried and failed to suppress a giggle at Rarity’s new dilemma.

“Pinkie Pie, this is serious!”

Pinkie Pie muffled herself, “S-Sorry..”

Rarity then turned back to Rainbow Dash, already feeling a noticeable amount of extra wobbling on her chest, “Rainbow Dash, stop this instant!”

“No can do, Rarity. I’ve still gotta try out all these new powers. I already gave Applejack an ass the size of the moon.Now I wanna see what I can do with those nice tits of yours.”

Rarity bit her lip and watched helpless as her breasts continued to swell outwards, becoming bigger,rounder, and bouncier by the moment. Her shirt was already beginning to strain as her boobs became far larger than the fabric was made to handle. The entire situation left her too panicked to even move, but on the inside she was starting to feel something else besides panic. Could it be, arousal? She had wondered in the past what it might be like to increase her bust size a little. Maybe this wouldn’t be totally bad...

“Get a hold of yourself, Rarity. You can’t let her turn you into some top-heavy bimbo. You gotta fight!”

The odds were against her however, as the heat in her groin only grew more intense as her tits continued their growth. Her shirt was beginning to rip and tear all over at this point, just barely hanging on. Rarity looked to Pinkie Pie for help, only to see her friend had already slipped a hand down her skirt and was pleasuring herself to the entire scene.

“P-Pinkie! Y-You need to resist!”

“I..I know..but I can’t help it! I just feel s-so h-hot!” Pinkie moaned.

“Don’t worry, Pinkie. I have a surprise in store for you too,” Rainbow Dash replied.

Pinkie let out a surprised gasp as she felt a very odd change in her groin. It felt as if her clit was enlarging, and soon she noticed a bulge growing in her skirt. She quickly tore off the skirt along with her panties and watched with marvel as she began to rapidly grow a fully functional cock. Not long after, a pair of heavy balls began to develop as well. Pinkie moaned heavily with pleasure as she began to give her new equipment a few experimental strokes.

“You’ll be putting that to use real soon, just gotta wait for Rarity’s changes to finish.”

As if on cue, a loud shredding sound was heard as Rarity’s shirt completely fell apart from the strain of her expanding bust. All that remained now was a DD-Cup bra which was increasingly failing to hold back the large mounds of marshmallow like flesh that continued pumping larger and larger. Just a few seconds later, Rarity’s bra completely snapped. She attempted to cover her newly enlarged assets with both hands, but both orbs were quickly becoming more than just a handful.

Rainbow Dash dawned a naughty facial expression as she snuck behind Rarity and placed her hands underneath both breasts before giving them a good squeeze.

“Rainbow Dash! How da-” Her protest was cut off by a moan as Rainbow Dash began to skillfully bounce and massage her growing boobs. They were far more sensitive than usual, but Rarity wasn’t sure if that was because the rapid growth or some other foul magic her friend was working on her. All she knew is that Dash’s hands on her breasts felt good.

“Come on, Rarity. You know you want this. Just sit back and let yourself turn into a nice big-breasted slut. Just think of all the attention you’ll get with your giant knockers bouncing and jiggling for everyone. Think of all the fun ways you could put these to use with the partners you’ll attract.”

Rarity let out a deep moan, her pleasure only intensifying as the weights on her chest grew heavier and heavier. Her breasts were now reaching the size of basketballs, and showed no signs of stopping their expansion yet. Her mind was filled with fantasies of her performing all sorts of lewd acts with her newly expanded bosom.

“That’s my girl. I bet you’re already tempted to wrap these fat tits around Pinkie’s cock, aren’t you?”

Rarity bit her lip, blushing deeply as she stared at Pinkie’s member with growing attraction.

“Look at her, desperately stroking away all alone. Don’t you want to be the one to help our friend blow her first load?” Dash continued her teasingly onslaught, her words sounding strangely seductive and soothing to Rarity

Rarity froze at first as Rainbow’s hypnotizing suggestions seeped into her mind. Soon the ideas took hold, and Rarity began to eagerly make her way towards Pinkie Pie. Her breasts bounced with every step, and seemed to jiggle more and more by the second.

“You look like you need some help there, darling.” Rarity said with a giggle.

Pinkie nodded, looking at Rarity’s growing tits with awe, “Y-Yes I do…”

Pinkie didn’t even look at Rarity’s face until her friend pulled them into a kiss. After exchanging a bit of tongue Rarity pushed Pinkie to a sitting position and allowed her breasts to spill out into Pinkie’s lap. She then took her giant fleshy orbs and wrapped them around her friend’s throbbing member. Pinkie groaned with immense pleasure as she felt all the soft,warm,titflesh wrap around her new appendage. As if instinctively knowing what to do, Rarity grabbed her massive boobs with both hands and used all her strength to move them up and down. Pinkie simply laid back and enjoyed the show as her member was completely engulfed and massaged by her friend’s chest pillows. Rarity’s tits were just bigger than a pair of beachballs at this point, and were still growing. It was tempting for Rainbow to let it continue and see just how busty Rarity would get. However, she didn’t want to risk her friend getting too big to perform. She paused the spell and got in good position to watch the show, slyly sticking a hand down towards her nethers.

Meanwhile Pinkie panted with pleasure as Rarity started getting into a steady rhythm of moving her over-sized breasts up and down. Whenever Pinkie looked down she couldn’t even see her genitals or even or lap, just the twin seas of marshmallow like flesh that comprised Rarity’s tits.

“Oooooh..Rarity..your boobies are so massive and soft and squishy..mmmm..I hope we can do this every day from now on!”

“It would be my pleasure, dahling” Rarity responded as she increased her tempo. All the fear she previously had was gone, replaced by shameless pride for her new endowments. Besides, why shouldn’t she be prideful? She was bearing a bosom that would break the back of most women. Her breasts were the heaviest and bounciest of any in Equestria. Judging by the effect she was having on Pinkie, she’d be able to overwhelm anyone with these girls.

Rarity panted heavily as she continued heaving her breasts to massage Pinkie’s member, working hard to bring about her friend’s first male orgasm. Unfortunately, despite her enhanced strength the weight of her chest was starting to get the better of her. Her efforts started to steadily slow down.

“W-What’s wrong, Rarity?” Pinkie asked, sounding noticeably disappointed.

“S-Sorry, dahling. I’m getting a bit out of breath.”

“Oh...hmm,” Pinkie paused, “Well, don’t worry. Pinkie has a solution!” Pinkie then gently pushed Rarity over onto her back. Rarity’s massive breasts towered over her, reaching so high up she wasn’t able to see what Pinkie was positioning to do next. Pinkie carefully straddled Rarity’s midsection before pushing her member in between her friend’s mountain of cleavage. She then grabbed each of Rarity’s massive nipples and held on as she began thrusting away. Rarity’s mountainous breasts jiggled and bounced non-stop as Pinkie continued to ram her member between them. All the while she happily squeezed and massaged the unbelievable rack in front of her. Rarity’s areola alone were bigger than her hands, and her nipples were the size of a small finger. For Rarity’s part, there wasn’t much she could do aside pushing and squeezing her breasts together with her hands. Other than that, she was free to lay back and enjoy the overwhelming sensations of her giant bust bouncing everywhere.

While the two of them were going at it, moans could be heard from Rainbow Dash in the corner. She was vigorously fingering herself, panting with pleasure and lust as she watched the show in front of her. Her amulet was glowing brightly from all the sexual activity taking place. She absorbed so much power from Fluttershy and Applejack, and now Rarity and Pinkie Pie were giving her even more. By the time she finished this procedure with all her friends there’d be no doubt the amulet would have enough power to finish her transformation into a Succubus Queen.

From the sounds of things, Pinkie Pie was getting closer to the edge. She reached her arms as wide as she could and grabbed the far side of each of Rarity’s breasts, pushing the titanic melons tightly together as she thrust harder and faster. Rarity grabbed hold of her assets as well, working to create a tight seal for Pinkie to pleasure herself with. However, Rarity’s orbs were so massive that not even all four of their hands combined could properly grasp them.

“Mmmh...I’m getting so close, Rarity...your tits are SO amazing. I’m going to fuck them so often!” Pinkie shouted as she erratically pushed her hips back and forth as fast as she could. After a final groan she thrust forward as far she could, with the head of her member just barely peaking through the other side of Rarity’s cleavage before shooting out streams of hot seed. Thick glops of Pinkie’s splooge began to splatter all over Rarity’s face and upper chest. She thrust wildly and heavily for a few moments before collapsing on top of Rarity’s cushy breasts. Meanwhile, Rarity started working to lick and wipe all the cum off of her face.

Rainbow Dash looked on with satisfaction, her own fem juices soaking the floor beneath her.

“Just two more left…..”

Scene 3

Contains: Female to Male Transformation, Breast Growth, Butt Growth, Mind Break, (Implied) Forced Impregnation

Daring Do and Twilight Sparkle continued to chip away at the wall in front of them with some of the tools in Daring’s backpack. It was a slow process, but they seemed to be slowly weakening the stone barrier in front of them. Twilight was quickly running out of breath, however.

“H-How much longer do you think it’ll take?” Twilight asked as she wiped some sweat from her brow.

“It could be awhile yet,” Daring replied.

“I’m just so worried about my friends. They could be trapped with Dash alone in there.”

“I know, but..it’s like you said. She’s not aggressive. It’s likely she won’t do any harm to them that we can’t eventually reverse.”

“Yeah, I guess you’re right. Still...I’d rather get in there before she turns all of them into bimbos or something.”

“You and me both, sister,” Daring grunted slightly as she put a lot bit more effort into breaking a hole in the wall. Just when they were starting to make a bit of progress, the wall began to sink into the ground on its own.

“Uh-oh...think we should go forward?” Twilight asked.

“We have to if we’re going to rescue the others, we need to be careful though. I’m sure Dash already has a plan ready to make us into her little sex minions.”

The two of them began to nervously walk forward, making their way to the main chamber once again. As they stepped through the main door, the first thing they noticed was Rainbow Dash sitting on a throne. She was dressed in only the skimpiest of clothing, allowing most of her glorious curves to be display for all to see. On each side of Rainbow Dash they could see some of their friends. To the right, Pinkie Pie was eagerly pounding away at Applejack’s massive backside. To the left, Fluttershy was having her way with Rarity’s titanic bosom. The entire room was filled with the sound of moaning and sex.

“Rainbow Dash, what have you done?!” Twilight shouted.

Rainbow Dash waved a hand dismissively, “Oh relax, Twi. Don’t you see how much fun they’re having? Don’t worry, you’ll be joining them soon enough.”

Twilight glared, but looked to Daring to see what she was going to do.

“And you brought Daring with you too! That was really great of you, Twi. She’ll make a good addition to the harem,” Rainbow continued.

“We aren’t going to join your harem, Rainbow. We’re disbanding it. I’m going to take that amulet off of you and we’re going to turn things back to normal.”

Rainbow Dash smirked, “Maybe, but you’ll have to get close to me to try.”

Daring took a deep breath before leaning over and whispering something to Twilight.

“You can’t be serious,” Twilight replied.

“It’s the only way I can see. Just..go with it until the time is right,” Daring suggested as she began to walk forward, with Twilight in close tow behind her.

As the two neared Rainbow Dash they began to feel her starting to work some kind of magic over them. Both women were overcome with lust, falling to their knees as powerful energy flowed through them. All the while Dash laughed maniacally.

“This just keeps getting easier. I almost have all the power I need. After I finish with you two, I should be able to tap into the full range of abilities this baby can offer,” she bragged while fiddling with the amulet.

“Oh yeah? What do you plan to do with us?” Twilight asked.

“You’ll see.”

Daring was the first to notice some changes. She watched as her shirt began to bulge out, signaling the start of a growth spurt in her breasts. At the same time, her shorts tightened as her rear began to round out and her hips widened. Daring began to wonder if Dash was going to give her both courses. For a moment she pictured herself having an ass like Applejack and breasts like Rarity. She felt further arousal surging through her and quickly shook the thoughts away.

“This...this isn’t over, Dash, “Daring protested.

“You’re right. It’s only the beginning,” Dash countered with a giggle.

Twilight gulped, expecting to start seeing the same changes to her own body. Something was different though. Her breasts weren’t getting any bigger, in fact they seemed to be getting smaller. Her hips seemed to be becoming more narrow and her shoulders were broadening. “H-Huh? What?” Twilight asked, looking at Rainbow Dash in confusion.

Rainbow Dash shrugged, “I’ve already given cocks to Fluttershy and Pinkie. Figured I might as well go all the way with you. Always wondered what you’d look like as a dude, Twilight.”

The end of Rainbow’s sentence was cut off by the sounds of ripping as Daring Do’s ripe breasts were already starting to strain her shirt. Her pants were faring no better, with her hips and rear quickly outgrowing their confines. Twilight found herself watching the transformations with growing interest, wondering how big Daring was about to get. Daring turned around and looked at Twilight for the first time since they walked in, and her jaw dropped with surprise.

“Twilight, you’re…”

Twilight Sparkle’s body was quickly becoming more masculine. Almost all trace of her curves were gone at this point. Muscle tone was increasing all over her body, and even her face was beginning to look a bit boyish. She let out a gasp, only to notice her voice was a bit deeper, as she felt a weird sensation in her crotch due to her genitals began to change as well.

Meanwhile, Daring’s clothes had completely lost their battle. Her heavy breasts broke free of all confines, bouncing and jiggling for all to see. They were nearly the size of volley balls already, with Dash’s magic eagerly pushing them to grow larger still. Meanwhile her fat rear burst right through her pants. Daring’s ass wasn’t nearly as big as Applejack’s, but it would soon start to compete at this rate.

“Looking good so far,” Dash said, looking with approval from her throne. It seemed Twilight’s transformation was nearly complete. All her outside features looked completely masculine, and as Twilight dropped her pants it became clear that “he” was now the more accurate term. Twilight was now sporting a very large member, with two heavy balls beneath it. His equipment easily put Fluttershy and Pinkie’s to shame. The newly transformed male dropped to knees with lust and began stroking his member out of curiosity.

“Better than I expected, actually. You’ll make for a good bull,” Rainbow observed.

Now all she needed to do was wait for Daring’s changes to finish. They were well underway, with her tits now bigger than basketballs and her ass cheeks bigger than that. The most impressive part of Daring’s new figure was her hips and thighs, however. Her thighs were so thick that they touched and even squished together all the way down to her knees. Meanwhile, her hips were nearly twice as wide as her shoulders, essentially shouting fertility to anyone who looked at her.

“Good. Now, both of you come over here,” Rainbow Dash commanded, smirking as both Daring and Twilight did as asked. She then pulled down what little fabric was covering her lower body, exposing her wet marehood as she spread her legs. “Daring, I want you to pleasure me while Twilight makes you into a good little bitch.”

Daring took a few more steps forward and leaned down facing Rainbow Dash’s dripping slit. She began to obediently flick her tongue forward, lapping at Dash’s feminine juices. Rainbow let out light moans in response, placing a dominant hand on Daring’s head.

“Alright, Twi. Now take advantage of her and give that pussy a good pounding.”

Twilight stood there at first, looking conflicted. Daring Do took just a second to stop servicing Rainbow Dash and cast Twilight a look.

“Right” Twilight thought to himself, “Just go with it until the time is right”. As Daring returned to eating out Rainbow Dash, he slowly stepped forward and began positioning his member near Daring’s marehood. He gently prodded at the woman’s entrance while lustfully groping her plump flank with both hands. After a few tests, he applied full pressure and pushed his member into Daring’s entrance. Twilight let out a light groan while Daring’s response was muffled due to her face being buried in Dash’s crotch. Twilight’s first few thrusts were awkward and shaky, but he soon began to find a steady groove in which to pound his new mate.

Rainbow Dash leaned back and smiled, enjoying the view before her. Watching Daring service her while Twilight pounded her at the same time. She moaned heavily, feeling Daring’s tongue lap at her marehood with skill. Every inch of her outer lips were being assaulted by tongue, and occasionally Daring would sneak some licks on the inside as well. The pleasure only intensified as Daring gave a few licks to Dash’s clitoris. Rainbow closed her eyes for a moment, moaning deeply as pleasure washed over her. The entire sensation was so intense she didn’t notice what Daring was secretly doing until she felt the other woman’s hand barely graze her left breast. She quickly reacted by firmly grabbing Daring’s hand and holding it in place. She glared down at her, while Daring looked up with a bit of fear due to having been caught.

“Trying to ruin all the fun by taking off my Amulet, huh? Not cool. You’re going to be in for some punishment later. For now, get back to work,” Dash scolded before she let Daring’s hand go and aggressively shoved the other woman’s face back into her crotch. Daring let out a muffled protest, but went back to licking as ordered.

“Twilight, the fact Daring just tried to pull that stunt means you haven’t fucked her silly yet. Get on it.”

Twilight nodded before putting more power and speed into his thrusts. He was supposed to just be doing enough to play along, but found himself becoming more and more into it. Watching Daring’s plump rear jiggle, and seeing her fertile hips move every so slightly was strangely enticing. His new body was being hard to control as well, his member throbbed eagerly as Daring’s inner walls clenched around him and his plump balls churned with new seed ready to get out. He silently hoped to himself that Daring could somehow get hold of that amulet quick before the mental changes from this transformation took full hold.

Meanwhile, Daring was fighting off mental changes of her own. While disgusted by it at first, she found herself becoming more eager in her efforts to please Dash. Her tongue flickered all over Rainbow’s marehood more naturally and enthusiastically. She also couldn’t ignore the pleasure being inflicted on her by Twilight’s hard cock ramming into her entrance over and over again. She began to push her hips back against Twilight, almost by instinct. It took every ounce of her will to remember her true goal, wait for the right opening to tear the amulet away from Rainbow Dash.

That task became even harder as Twilight’s tempo increased further. He was now thrusting his hips forward hard and faster, causing lewd slaps to fill the room each time his member embedded itself deep into Daring’s folds. Daring moaned heavily into Dash’s crotch, trying to stay focused on keeping her pleasured and distracted while looking for the desperately needed opening.

“Mmm. Just keep it up, Daring. I’ll make a good slut out of you in time.

Dash’s words helped remind Daring of the weight of her situation. If she failed to get that amulet, she’d be spending the rest of her life riding cock or servicing her “mistress”. She began to eagerly lap at Rainbow’s marehood, ruthlessly assaulting Dash’s clit with her tongue. Rainbow yelped and moaned heavily with pleasure, but was still holding back from orgasm. Meanwhile, Twilight’s groans became louder as he eagerly pounded Daring’s marehood. Fear ran through her as she felt her partner’s member beginning to throb more heavily. She was running out of time!

“D-Daring...I can’t hold it much longer…” Twilight panted out.

“Than don’t hold it. Pump her nice and full, Twi~. You two will have such cute kids,” Dash commanded with wry smile.

Daring desperately licked and nibbled at Rainbow’s clit, trying to force the other mare to her edge.

“Come on, just orgasm already you bitch!”

The moans of all three participants continued to intensify, soon reaching a crescendo. Rainbow Dash’s muscles all slacked as she began to squirt her female lubricant all over Daring’s face. Daring saw it was her chance and quickly reached her hand out to grab Rainbow Dash’s amulet. She managed to pull off the cursed charm just as Twilight began to unload thick waves of seed into her marehood.

The entire room went silent for a few moments, with everyone trying to process what happened. Rainbow Dash let out a brief cry of anger before going silent in confusion as the possessing magic left her. Daring let out a sigh of relief at having disarmed Dash while simultaneously trying not to moan as Twilight let out a few more spurts of seed into her. Twilight, having been freed of Dash’s influence, started to slowly regain his senses and pulled out immediately.

“Oh no! Daring, are you alright? I didn’t mean to...you know…”

Daring groaned, “Nothing for it now, at-least we got the amulet off. Dash...are you, normal?”

Rainbow Dash looked at Daring with total shock, a heavy blush all across her face. She then let out a gasp before trying to cover her outrageously sized assets.

“Daring! T-Twilight…? Is that you? What the fuck is going on here?!” She looked around, seeing the similarly sexualized state of her various friends. “I’m dreaming right? Or I took a lot of drugs...or something.”

Daring let out an exhausted chuckle, “It’s a long story, Dash. I’ll explain everything once we get everyone out of here…”