Twilight's Tentacle Troubles

by InvertedAxis

Chapter 4

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By the time that Spike got home home, Twilight had the next few steps planned out. First, she had to keep Spike safe though.

“Hey Twilight, how are you feeling today?”

“I’m… Okay.” Twilight responded from her place at the dining room table, where she was idle stirring some hay noodle around with her magic.

“Hey, what would Celestia think if she saw you playing with your food?” Spike said in mock horror as he entered the room.

Twilight giggled, “Yeah, I guess I should just eat. There is something I wanted to tell you first though.”

“Whats up?”

“I need you to go to the Crystal Empire.”

Spike gave his big sister a questioning look.

“I need you to be safe for the next few days. I think… I think something big is about to happen.”

Big and wonderful

“Twilight, what’s wrong?”

“I can’t tell you that Spike, I need to know that you are safe though before I can deal with this problem.”

“Twilight, you know what will happen if you try to solve a big problem alone. What happens every time.” Spike said with uncertainty.

“I know, and I will have the girls here to help, but I need you to take the train out tomorrow morning.”

There was a pause.

“Promise me you will get help if you need it.” Spike replied firmly.

“I promise.”

Spike swallowed and broke eye contact.”I will go, but I wish you would trust me to help you.”

“Oh Spike.” Twilight got up and walked over, pulling the drake into a tight hug. “You are helping me far more than you know. In fact if things go wrong, you might be the last hope we have.”

Spike reached up and pulled Twilight tightly back, he buried his head in her fur and breathed the lavender scent of her shampoo in deeply.

“Be safe Twilight, I don’t want to lose you.”

“I’ll do my best.”

No, I’ll beg them to let be submit, I know I will, I can’t wait.

Spike pulled away and went over to the kitchen. He made himself a bowl of spaghetti and sat down at the table across from Twilight. The two ate in silence and Twilight went back to her room as soon as she finished cleaning up her own plate.


When Twilight got up the next morning she immediately started packing Spikes things. By the time he was up and showered she was ready to see him to the train station. He was still reluctant to leave but she reassured him everything would be fine, though her definition of fine was a bit fuzzy at the moment.

As soon as the train was gone she was back in the library piecing together the spells she was going to need to end this.

I don’t know why I am bothering, I’m never going to be able to stop myself from giving in.

“Shut up!” Twilight surprised herself with her exclamation, “I don’t know what the hell you are but those are not my thoughts!”

There was absolute silence, both in the library and in her head.

So you finally figured it out mother

Twilight shivered at the cruel facsimile of her own voice.

“Who are you?”

Oh come on, you know who I am. I am the deliscious sexy tentacles bonded to your womb.

Twilight shuddered at the mental image and her body told her it was in arousal.

So you like that, the idea of being bound to your offspring, destined to fall to its pleasurable corruption?

“No.” Twilight took a shaky breath and calmed herself, “I don’t know how you have gained intelligence so quickly, but I will stop you and all your kind.”

But mother, you were the one that taught me this, at first all I felt was anger, so I primitively echoed your anger. But these last few days you have taught me so much about what you really want. What your body really wants.

“Liar.”

I am not and you know it. The desire to submit, to be a slave to me. That’s all from you. I simple want to help my mother accomplish her desires.

Twilight felt something start to move inside of her. She gasped as she felt the firm pointed tip of a tentacle push against her cervix from the inside of her womb.

Come on mom, just give into it. Let your fantasies become reality

Before she could reing herself in, Twilight had instinctively raised her tail and pushed her backside into the air. However as the laughing in her head returned she took a deep breath and resumed a more normal posture.

“You may be able to get me to react physically, but that doesn’t mean you can control me.”

Fine, you will beg me to take control of you soon enough.

The movement inside her womb stopped and oddly enough, the inside of her head felt a little empty without the presence of her offspring’s mind invading her thoughts. Twilight went back to to studying.

The silence made for quick work and in only a half an hour she had compiled a small book of spells that should allow her to neutralize the hypnosis, rebuild the broken minds of the two coffee shop mares and contain the tentacles to deal with later. Not that it was entirely necessary, but she also found a spell that would temporarily eliminate a pony’s libido.

Unfortunately, There was no way for Twilight to get rid of the tentacles inside of her until they were born naturally. With magic and a one hundred percent successful adoption system, natural birth was relatively painless and completely safe. Because of that, their were no existing spells to terminate a pregnancy. Plus, knowing that it shared DNA with her made her apprehensive about the idea anyways.

“Well child, I guess it’s your lucky day,” Twilight said contemptuously.

Twilight quickly compiled the pages of notes she had taken and with a quick cast, bound them. After she was done, she placed them carefully in the corner of her desk and headed towards the kitchen. As she turned around the corner she ran head first into Scootaloo. Though due to their height difference, the teenaged pegasus ended up on her back beneath Twilight’s chest.

“Scootaloo, what are you doing here?” Twilight asked as she stood back up.

“Oh, hello Twilight, sorry about that.” Scootaloo chuckled nervously as she rolled over and stood up.

Twilight couldn’t help but notice that the fur on Scootaloo’s back legs was matted and messy.

“My castle is always open, but I can’t say I expected to see you here, what can I do for you?”

“I didn’t mean to interrupt, I was actually looking for Spike.”

“Is there something wrong with your project? Spike had to leave on an important trip this morning, but maybe I can help you.” Twilight said as she motioned for Scootaloo to follow her.

“I wouldn’t want to bother you with it Princess Twilight.”

Twilight started levitating some things to make a sandwich out of the fridge and began assembling a simple lunch. She noticed out of the corner of her eye that Scootaloo subtly shuddered as Twilight used her magic to squirt the mustard out onto the bread.

“Do want anything to eat or drink?”

“No thank you. If Spike is gone, I think I’ll just leave.”

“Nonsense. Have a seat, we will figure out your problem and then you can go and finish up with your friends.” Twilight replied pulling out two chairs from the table and sitting down with her food.

Scootaloo reluctantly sat down and fidgeted while Twilight ate.

“So, what is your problem?”

“Oh, it’s really nothing, we are just having a little problem connecting the flimbergander to the whatchamafluvel. Spike’s claws are way more dexterous than our hooves.”

Twilight gave Scootaloo a questioning look, “Sweetie Belle shouldn’t have any problem connecting them with her magic. She’s more than precise enough connect a whatchamafluvel.”

“Uhm…” Scootaloo squirmed a little under Twilight’s focus.

“Scootaloo, what are you hiding?”

Twilight sniffed the air. She hadn’t realised it at first because she had gotten used to smelling her own arousal. With her ill gotten offspring taking a break though, she was actually feeling fairly normal. So why did she smell a mares arousal right then?

“Scootaloo, are you in heat?”

“No! I mean, I don’t think so” Scootaloo replied as she looked away embarrassed. “The last two years I went into heat in the middle of fall.”

“Wait, how much have you been going to the new coffee shop?”

“Me and the other crusaders have been getting drinks there every day.”

“Drinks with lots of cream in them?” Twilight asked, knowing the answer already.

“Yes?”

“Oh,” Twilight rubbed her chin in thought, “Wait, have you been using Spike for, well…”

Scootaloo looked back up at Twilight’s face and then back down in shame.

Twilight sighed and got up out of her seat. She walked around the table and laid her hoof on Scootaloo’s shoulder.

“I’m a bad pony aren’t I?” Scootaloo said sullenly. “I’m not even attracted to him, I was just using him, like you said.”

“Scootaloo, there is such a thing as casual sex for fun, but you and the other crusaders are too young to be making decisions like that.”

“I know,” Scootaloo sniffed as tears started to form in her eyes, “When this is over, he will be mad, and Sweetie Belle too.”

“Sweetie Belle?”

“Yeah, she and Spike have been giving each other those looks for a while now and me and Applebloom have butted in on them.”

“I can’t say that what you and Applebloom have done is appropriate, but it’s not your fault.” Twilight moved her hoof up and began gently stroking Scootaloo’s mane between her ears.

“Yeah yeah, hormones and shit.” Scootaloo flinched when she realized she had cursed in front of Twilight, “That doesn’t make it any easier.”

“No, I mean it literally is not your fault.” Twilight stopped and put her hoof back down, “Come with me to the library, you are being controlled.”

Scootaloo didn’t answer, but she got out of her chair and followed Twilight. The two of them made their way in silence to the library.

“Just take a seat over in the reading area.”

Twilight picked up her small spell book and began reading through. After memorizing the necessary material, she walked over to where Scootaloo was sitting. The pegasus was rubbing the tears out of her eyes and with the slightly messy mane, she looked so adorably vulnerable when she looked up at Twilight. This, coupled with the prevalent scent of Scootaloo’s arousal sent a bolt of desire through Twilight’s system.

See, you’re the one that wants this.

Twilight shook away her hesitation.

“Alright Scootaloo, this spell should clear away the hypnosis and bring you back to normal.”

Scootaloo nodded.

Twilight closed her eyes and began shaping ribbons of magical energy into the complex patterns and shapes needed to cast the spell. Right before she finished the spell though, a resurgence of the offspring’s presence broke her concentration, forcing her to dump the energy into a failure cast that made her horn shine brightly with discarded energy.

“Are you okay?” Scootaloo asked as Twilight stomped her hoof in frustration.

“Sorry, just got distracted.”

Twilight repeated the process but this time, instead of an external distraction, she felt something soft press against her horn. The pressure cut off the flow of magic and the spell faded away. Twilight opened her eyes and found Scootaloo standing right infront of her, pulling away slowly. Twilight could sense the non visible trace of her own magic on the pegasus’s lips.

“Scootaloo, what are you doing?” Twilight asked in alarm.

“I’m sorry princess, I don’t think I want you to fix me though.”

Twilight took a step back. “Why?”

“Well, you looked kind of hot while you were concentrating on your spell, and well…” Scootaloo took another step forward so that she was right up against Twilight’s chest. “Can I kiss you… on the lips?”

Twilight froze at the question, but before she could respond, Scootaloo closed her eyes and began moving her head upwards again. The pegasus’s lips connected with Twilight’s and warmth rushed through her body.

Give in Twilight

She tried to resist but Scootaloo parted her lips and gently pulled Twilight’s lower lip into her mouth, needing the smooth flesh with her tongue. When Twilight opened her mouth to protest, Scootaloo pressed her tongue inside and began to gently lap at Twilight’s tongue. Instinctively, Twilight began to suck on Scootaloo’s tongue gently and push back against it with her own. Scootaloo in response pressed up against her and began to wrap her front legs around, Twilight’s neck.

Much better.

Twilight could feel the aphrodisiac begin to affect her again, but she couldn’t stop herself. She wrapped one of her own forehooves around Scootaloo and pulled her tightly against her body.

Show her how a good tentacle slave acts.

At the offspring’s insistence, Twilight pushed her own tongue into Scootaloo’s mouth. The teenager moaned and eagerly wrapped their tongues together. Twilight could feel her own arousal begin to drip from her folds and she automatically began to raise her tail up and spread her back legs. Scootaloo began to pull away but instead, Twilight pushed her over gently onto her back. As the pegasus’s legs opened up and Twilight's body pressed between them, Scootaloo moaned. She curled her forelegs around Twilight’s body and arched her back, pressing her wet folds up against the soft fur of Twilight lower abdomen.

Did you know that as long as we are connected I can make my aphrodisiac leach into your saliva too? Isn’t that wonderful, the little mare will be addicted to making out with you, isn’t that wonderful?

“Mmhmm” Twilight moaned in agreement into Scootaloo’s mouth.

Twilight finally pulled her lips away from Scootaloo, leaving the pegasus breathing heavily. Scootaloo laid her head back on the floor and Twilight leaned down. She used a forehoof to brush the strands of hair of of Scootaloo’s forehead. Scootaloo looked up at Twilight and smiled as their eyes met. Twilight smiled back and began to gently caress her cheeks with her hoof.

“You look so beautiful like this.” Twilight cooed and placed a kiss on Scootaloo’s nose.

Scootaloo blushed at the compliment, “Thank you princess.”

“Please dear,” Twilight gave her chaste kiss on the lips, “call me Twilight.”

Scootaloo nodded. Twilight’s head descended again and she recaptured Scootaloo’s lips with her own, the teenaged pegasus wasted no time opening up her mouth. Twilight’s saliva tasted so good, she couldn’t help but scoop as much of it into her mouth as she could. After a minute Twilight pulled back again. Scootaloo raised her head up to keep their lips connected for as long as she could.

Once the had separated, Twilight’s smile turned into a slight frown. Was this what she really wanted. If this kept up she would be beyond the point of no return and more than likely drag Scootaloo down with her. She had to admit, even without the offsprings intervention, the thought excited her a little.

“Is everything okay?” Scootaloo asked between panting breaths.

“Do you like this? Being horny all the time?”

“Yeah,” Scootaloo frowned, “I mean it makes it hard to do much more than have sex, but that’s okay.” She beamed, “Sex is great anyways, I’d love to just have sex all the time.”

“What if you could just give in to someone else, and let them take care of you and have sex with you all the time and you didn’t have to think about anything else ever?” Twilight asked softly.

Scootaloo involuntarily pulled Twilight a little tighter against her. “That sounds amazing. Can I?”

So what will you do? You can give her everything she wants. You can make her happy.

Twilight climbed off of Scootaloo making the teenager groan in disappointment.

“What’s wrong?” Scootaloo asked, her voice thick with desire.

“Scootaloo, go wait for me in my bedroom, second floor third door on the right, right next to Spike’s.”

Scootaloo nodded and got back onto her hooves. Before she walked away though, Twilight gently grabbed her with her telekinesis.

“I might be a while, take this.”

Twilight conjured a moderately sized rod of hardened magic and passed it to the pegasus. Scootaloo smiled and continued to walk away.

Once she was sure that Scootaloo was out of earshot, Twilight spoke, “Here is the deal, If you give me one hour without interfering in my mind in anyway. I am your’s.”

You want to give in?

“So badly, I want to beg you to take away my freedom. I want to beg you to turn me into your toy, the vessel for you to spread your seed.”

Then why don’t you?

“Because, I have a duty to protect my friends and until I take care of that obligation I can’t give myself fully.”

Why not forget your friends mother, worry about yourself.

“Because friendship is love and love is a promise”


Twilight giddily rubbed her slick pussy lips with her magic. She couldn’t wait to introduce Scootaloo to her new master. Master was already moving around inside her womb and slowly massaging the inside of her cervix. Twilight walked through her bedroom door to Find Scootaloo on her back with her legs spread out.

The teenage pegasus was rubbing her clitoris with the tip of one of her wings while she used both her hooves to piston the dildo in and out of her snatch. Her eyes were closed and her face scrunched up in concentration as she pleasured herself.

Twilight almost came right there at the sight of Scootaloo diligently preparing herself for her new master. Twilight gently climbed up onto the bed and began licking at Scootaloo's exposed marehood. The pegasus's eye shot open and she squealed as she came, covering Twilight’s face with her marecum.

“Feel better?”

Scootaloo nodded as she stared back into Twilight's eyes. Twilight smiled and climbed back on top of Scootaloo, retaking the position she had held in the library. Scootaloo didn’t argue and pressed herself back up against Twilight. The teenaged pegasus immediately started lapping her own juices off Twilight’s face, making the alicorn giggle before reconnecting their lips. Twilight moaned as Scootaloo used her tongue to push the mixture of saliva and her own marecum into the princess's mouth

As they sloppily made out, Twilight felt the first of her master’s tentacles push out of her womb and she sighed into the kiss. The walls of her pussy spasmed and she added her own liquids to the slick pool of cum that Scootaloo had saturated the sheets with. As the pitch black tentacle pressed out of her marehood, each of its deep violet bumps, which looked like rose thorns with the tip cut off, pulled at her inner walls and sent bolts of pleasure through her. It began working down towards Scootaloo’s exposed flower.

Scootaloo pulled back as she felt the weight of the tentacle press up against her folds.

“Twilight, what’s going on?” the teenager asked with half confused delirious lust.

Twilight gently shushed her. “Thats your new master, it will take care of you and make you really horny all the time and have sex with you and make you pregnant. Doesn’t that sound fantastic.”

Scootaloo nodded enthusiastically.

“It’s my master too, it lives inside me.” Twilight cooed as the tentacle pushed into Scootaloo.

The teenaged pegasus pulled herself tighter as the tentacle worked its way deep inside. She Kicked her back hooves and bucked against the tentacles each time a new set of bumps scraped against her dripping pussy lips.

She is so tight, she will make such a good tentacle slave.

Twilight shivered at the voice of her master in her head. No, masters thoughts were her thoughts. Twilight moaned as the presence in her mind suppressed her own thoughts.

It feels so good to submit.

Another Tentacle began to push out of Twilight womb and she spread her back legs out to open up her passage as large as she could. Twilight moaned and arched her back as the second tentacle stretched out her cervix. Despite her walls clamped down on it, trying to pull it back inside, it continued to force its way out of her womb. She rocked her hips back and sprayed a wave of cum onto the bed every time one of the hard thorn like bumps slid across the tight muscles of her inner barrier. Scootaloo giggled deliriously as she felt Twilight’s orgasm splash against her legs.

Once Twilight’s climax calmed down, She shifted her hips and began grinding her abdomen into Scootaloo’s crotch. The pegasus moaned as her tight passage was pressed roughly up against the tentacle. When it reached her cervix and pushed firmly against it, Scootaloo bucked even harder against it.

“Please, Twilight, I want it in me deeper!” Scootaloo cried as she ground her hips forward.

“You’re going to be such a good little tentacle slave,” Twilight purred as she she rubbed her forelegs up and down Scootaloo’s body.

As the second tentacle moved up and pressed into Twilight’s tight back door, She leaned down and pressed her tongue back into Scootaloo’s open mouth. The pegasus eagerly sucked down the aphrodisiac laced saliva. She instinctively knew that her body needed as much of the fluid inside her as possible. Scootaloo had to make sure she was as horny as possible so there was no reason to ever give up the amazing pleasure of the tentacles.

How does it feel Princess? To be used to turn such a sweet and innocent young mare into a tentacle slut broodmare?

Twilight moaned into Scootaloo’s mouth in response to her master’s words. It felt so right to be used to make more ponies submit like she did. She pulled away from the pegasus to catch her breath and groaned as the tentacles stretching out her pussy and tailhole drove her to another orgasm. Scootaloo squealed as she came too, wetting Twilight’s fur with her own marecum. While Twilight’s entrances clenched down on their occupants, she could feel large bubbles of cum travel through them.

When the first wave of warm cum spilled into Scootaloo’s tight passage, she screamed and her orgasm started all over again. As the warm thick liquid filled her snatch and poured out of her tight opening, the walls of her pussy began to heat up and grow more sensitive. Her already engorged mound swelled further and throbbed in need around the tentacle. As another wave began to spill out into her, the tentacle pushed its tip up against her cervix and fired it directly into her womb. Scootaloo gasped as the warmth filled her even deeper and began to expand her inner chamber.

“Please, master I want more of your cum!” Scootaloo begged. “Please, put your tentacle deeper inside me.”

With Twilight’s orgasm coming to an end, she wrapped her forehooves around Scootaloo’s head and began rocking her gently back and forth.

“That’s right, let go.” Twilight cooed lovingly. “Let master take care of your body, just relax.”

As Twilight began kissing Scootaloo’s face, the tentacle started pushing up against her cervix harder. Scootaloo groaned and thrust against it. She stretch her back legs out wide to try and open herself up. The tentacle pushed harder and harder and when the tip finally pushed through Scootaloo came again.

“Yes, break me master!” She screamed as she squirted against Twilight’s body. “Turn me into a good little slut!”

Twilight felt a third tentacle begin to push past the entrance to her womb and out of her body.

“Oh yes. Master is going to put a tentacle in your butt too. How does that sound?”

“Oh yes please!” Scootaloo cried, tears of joy running down her face. “Please master, make my butt a home for your tentacles too.”

Scootaloo clenched against the tentacle pushing into her womb. She clamped her legs shut and did her best to tighten up her entrance, wanting to feel her body forced into submission by the tentacle. It slowed down for a moment at the increased tightness but then with more force continued to slither inside her most private area. Scootaloo came again as the third tentacle rubbed up against her tight sphincter and massaged her muscular ring. This tip pressed up against her tail hole and a load of tentacle cum poured into her tailhole as well.

The cum immediately made the inside of her anus heat up with physical desire and Scootaloo moaned as her lust increased as well. The tentacle didn’t wait very long before pushing itself inside.

“It’s stretching me out so good!” Scootaloo said joyously as the two tentacle pressed against each other through the thin layer of flesh that separated them.

“Just wait till more of master’s tentacles go into your butt and womb.”

“I can fit more?” Scootaloo asked excitedly as she rolled her hips in time with the tentacles thrusts. “Please, I want more right now.”

“Of course little one,” Twilight purred, “You will let master stretch you out so you can fit as many tentacles as it wants inside you because you are a good little tentacle slut. Aren’t you?”

“Yes, I am a really good tentacle slut.” Scootaloo moaned and stole an open mouthed kiss from Twilight. “And master can stretch me as much as it wants as long as it keeps me filled with tentacles and horny.”

Twilight gently gyrated her hips as a fourth tentacle pushed out of her womb. Her cervix was really being forced to stretch now which only made her moan louder. Twilight started to drool as the tentacle pushed down her inner passageway. Scootaloo took to opportunity to open her mouth and collect the falling saliva. The tentacle made it’s way down to Scootaloo’s pussy and began to try and force its way in. It ground against her clit making her squeal but it couldn’t fit inside her tight passage.

“Twilight,” Scootaloo whined, “It won’t go in. Please make it go in.”

Twilight pulled Scootaloo’s head up and began to kiss her again before rolling them both over so Scootaloo was on top. Twilight grabbed her thighs and pulled them wide apart. She then leaned forward and used her hooves to pull Scootaloo’s stuffed pussy lips apart a little more, letting the tip of the tentacle finally slip inside.

Scootaloo panted and tightly closed her eyes as the tentacle slowly stretch her tight marehood open further. On some level she knew it was hurting a lot but the aphrodisiac in her system had changed her brain so much that it just felt wonderful instead. She braced herself as the tentacle reached her already stretched cervix, pushing back against the pressure.

The tip of the tentacle squirmed and pushed against the edge of the tightly stretched muscular ring. Scootaloo moaned as the sensation sent waves of pleasure through her body. The tentacle finally managed to get underneath the seal that Scootaloo's cervix had formed around the first tentacle. Scootaloo went rigid as it started to stretch the tight ring open. When the first bump scraped past her barrier, she screamed and climaxed. Her marecum splattered down onto Twilight’s body as her muscles clenched again and again, trying to draw the tentacles further inside her body. Scootaloo collapsed as the initial shock wore off. She snuggled up against Twilight’s body as the older mare held her.

Scootaloo’s walls continued to pulse rhythmically as the first load of tentacle cum reached her pussy. Her snatch greedily pulled the bulges of cum through the tentacles towards her womb. When the first wave poured into her, Scootaloo groaned and another, more gentle orgasm started. She sighed happily as her body continued to help pull her master’s cum deep inside her body where it belonged.

“That should make you nice and pregnant, isn’t that great?” Twilight asked softly.

“Yeah, I can’t wait to be pregnant with more tentacle masters.” Scootaloo replied drowsily.

Twilight shifted as she came again and another tentacle emerged from her pussy. It reached up and began pushing into Scootaloo’s snatch along with the other two. The pegasus groaned happily as her body was stretched even further. Her belly had begun to visible expand. She climaxed a third time as the new tentacle pushed into her womb alongside the other two and began to pump more cum into her.

Scootaloo relaxed into Twilight’s embrace and shivered as she felt another pressure in her abdomen release. She moaned quietly as she felt warm liquid begin to run down her legs. Her eyes shot open in panic when she realized she had begun to pee on Twilight, but the mare just continued to hold her tight and stroke her mane.

“That’s it, just relax and let the tentacles take care of you.” Twilight cooed before kissing Scootaloo lovingly on the forehead. “Just let it all out.”

The teenaged pegasus sighed and laid her head back down on Twilight’s chest. She closed her eyes, enjoying the rest of the pressure slowly become a spreading warmth around her marehood. Scootaloo felt like a little filly, wetting her bed. It was so comforting to not have to worry about anything, to be wrapped in Twilight’s protective, motherly embrace. The tentacles in her womb continued to pump more cum into her making her stomach comfortingly warm as it stretched and pressed into Twilight’s soft fur. The two ponies slowly drifted off to sleep, luxuriating in the feeling of being filled with tentacles as well as the liquid warmth spreading across Twilight’s abdomen and running down Scootaloo’s thighs.

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