Twilight's Tentacle Troubles

by InvertedAxis

Rating: mature
Tags: Spike, Cutie Mark Crusaders, Romance, Sex, Twilight Sparkle, Dark, Alternate Universe, Thriller, Original Character, My Little Pony: Friendship is Magic
Length: 9671

Twilight must now fight against her desires to submit and become a tentacle slave as she tries to stop the threat that the two coffee shop mares present to all of Equestria. Will she be able to hold out though against her new desires? No, she won't.

After her run in with the two tentacle devoted coffee shop mares, Princess Twilight must struggle against the influence of that night as she tries to find a way to stop them from turning anyone else into a tentacle brood mother. This gets a lot harder when she realizes that her encounter had released some inborn desire to submit herself and be dominated, something that the young tentacle monster growing in her womb is more than happy to help her do.

The prequel story is not required reading, it might add a little context but it's nothing you won't pick up otherwise. Though if you are here for tentacle sex, I don't see why you wouldn't enjoy the prequel.

General Warning: This story will contain sex between fourteen and fifteen year old participants and sex plus tentacle sex between a fifteen year old and twenty eight-ish year old participant. YOU HAVE BEEN WARNED. Also I ate the last of your chips last Friday, sorry about that.

Chapter 1 contains: Brief mentions of tentacle sex, a little cum drinking and a little masturbation. Also, mostly story.

Chapter 2 contains: A butt ton of masturbation, also masturbation of the butt, mentions of tentacle sex, masturbating to the thought of tentacle sex, masturbating in the style of tentacle sex and mental instability.

Chapter 3 contains: m/f, m/f/f, m/f/f/f, and f/f plus m/f sex, horny teenagers having sex, natural insemination, Spike's penis, a hidden message that contains my ssn.

Chapter 4 contains: lesbian sex between a teenager and an adult, tentacle sex including a teenager and an adult (and tentacles), and a small amount of peeing (not watersports I promise)

Epilogue contains: Letters, a package, allusions to a much better story than this one and the promise of a shitty sequel

Published 2017-05-12 03:10:01 UTC
Last updated 2017-05-19 20:52:38 UTC

Chapter 1

Author's Note

Woo, another story. Would you look at that. I don't want to take up much of your time, so just let me say thank you for reading. If you are a returning reader, welcome back. As always, leave any comments or critiques below. I do want to stress that you keep an eye on my blog posts if you like my stuff, I will ask for audience participation... er... reader input from time to time. I hope you enjoy the show!

Chapter 1

Twilight humped enthusiastically against the pegasus wrapped up in her hooves. Both mares did their best to press their tentacle stuffed nethers’ against each other. Whipped cream grabbed Twilight’s head and pulled their mouths together. The alicorn princess eagerly sucked down the pegasus’s spit as their tongues writhed against each other.

Meanwhile, Espresso diligently lapped at any exposed part of the other two mares pussies’ she could reach, desperate to suck down any tentacle cum or mare cum that spilled out onto her waiting face.

Twilight groaned as she opened her eyes. Her body still had that pleasant, well sexed feeling making her moan as she stretched out her sore muscles. As she thought back to last night, images of Double Espresso and Whipped Cream holding her down as she was violated by tentacles smoothly progressed to memories of happily engaging in sex with both mares and the tentacles as well. In fact after all the promises of submission she had made, it was odd that she didn’t feel the pleasant shroud of the tentacles hypnosis surrounding her at the moment.

Initially, Twilight was sad to be free of the tentacles influence but as the more rational part of her began to wake as well she was struck by the absurd horror of what had transpired.

Twilight screamed as she jumped out of her bed. Thankfully she had returned home before falling asleep, but her still sticky fur and messy mane were a testament to the reality of her nightmare.

She shuddered as she made her way to the shower. First she would clean herself up, then deal with the consequences of last night as well as the two mares that had rapped her and temporarily ponynapped her.

The purple alicorn collapsed underneath the showerhead as she used her magic to turn on the tap. She couldn’t be bothered to wait for the water to warm up and instead was more immediately focused on getting clean.

As the water soaked into her coat she massaged shampoo into her sore muscles. With a little effort her coat slowly regained its normal lavender scent.

When she rolled over to begin cleaning off underneath however, she realized that her belly was still somewhat engorged. Wincing, she gently pressed down with her hooves, her breath hitching as thick cum was slowly forced out of her pussy.

Throughout the morning, Twilight had been pondering why she had spontaneously recovered after last night’s hypnotic indoctrination and as she pushed the last of the tentacles fluid out that she could she realized that alicorns must be able to metabolise and counteract toxins much faster than normal ponies. Despite the assurance that her body was no longer under threat from the delicious aphrodisiac, Twilight sputtered and coughed when she realized she had been licking some of the cum off her forehoof.

Deciding that the sooner she got a handle on the situation the better, Twilight quickly finished her shower and used a spell to dry herself off.

Feeling at least a little better, Twilight headed down to her study to begin looking at the law books she had on hand. About halfway she started to regret the teleportation wards Celestia had convinced her to put up. Each step accentuated the soreness in her back legs as well as rubbed her still sensitive pussy lips together. Twilight fought hard to reconcile the shame and horror she felt now with the extremely pleasant memories of the night before. As she walked into the library though she decided that it would probably be best to let the initial shock fade a little and focus on taking measure to protect herself and others from future harm.

Twilight easily picked out the books she was looking for and pulled out some parchment before sitting at one of the large crystal tables that came preinstalled in the castle of friendship. The chairs that accompanied them were generally rather cold in the morning and had been quickly furnished with cushions. Twilight however removed the cushion before planting herself on her chosen chair, letting the cool surface sooth the discomfort in her hindquarters.

It didn’t take her long to find ample precedence for arrest by royalty. In fact, as far as she could tell there was a worrying amount of latitude given to her and the other princess by law. That was something she could bring up later though, at the moment she intended to use the full power of her position to see that justice was carried out.

Of course, she would have to present formal charges and though she could have the two mares sentenced without trial, it would be more prudent to allow modern legal proceeding to be carried out as much as possible.

With that in mind, Twilight began writing down her own account of what happened. It would be an important part of any trial as well as help her to keep her facts straight while writing out charges. Fortunately and unfortunately, the memories of last night were still very vivid in Twilight’s mind but at least it was easy to translate into words what had happened.

She had gotten about halfway in when she started to become distracted by the jolts of pleasure coming from her marehood. Twilight looked down and was somewhat surprised to find that as she was writing with her magic she had started to use one of her hooves to masturbate. She pulled her hoof back in disgust but it was hard to deny with the small puddle of liquid forming between her thighs on the seat that she had become somewhat aroused.

“Hey Twi!”

Twilight quickly placed her offending hoof back underneath the table as Spike walked in.

“Hey Spike. Whats up?”

“Just wanted to let you know there are still waffles left in the kitchen and maple syrup in the gravy boat. Remember you promised to clean up breakfast when you sleep in,” Spike said firmly. “I’m going to go out with the Crusaders and make sure they don’t end up in the hospital.”

“Of course, thank you Spike,” Twilight replied warmly. “Oh, and you know the new coffee place?”

“Yeah, what about it?”

“Try and stay away from there, and keep the crusaders away to if you can.”

“Should I skip the part where I ask you why you changed your mind from loving that place to avoiding it?” Spike asked half heartedly.

“I would appreciate it.”

“Fine, but don’t fault me if I fail, according to Scootaloo ‘I’m 15 now, no one can tell me what to do.’”

“Just do your best please, and thank you Spike.”

“Sure.”

Spike turned around and started walking back out the door.

“I love you Spike!”

“Yeah, love you too Twi,” He mumbled back. Much louder he shouted over his shoulder, “Also, please clean up that chair when you are done.”

Twilight turned beat red as the door closed behind the young drake. She realized she had started masturbating quietly again and it was definitely evident by the strong smell of her own arousal.

It was bad enough when my big brother walked in on me that one time, now my little brother too!

She pulled her hoof away and used a cleaning spell to dry it and her nether region. After a few short breaths she strongly planted both hooves on the table and went back to writing. Though she couldn’t stop herself from getting wet again, her hooves did remain in place, allowing her to finish writing her notes.

With another piece of parchment she drew up formal charges and quickly skimmed through her notes, listing each possible chargeable offence. It would be up to a high jury to decide the guilt, Twilight wasn’t a tyrant after all, but she would see to it that there was plenty opportunity to sentence the two mares.

As Twilight finished up and signed the documents she laughed to herself. She hadn’t realized it till she started thinking about Spike, but it would be impossible to take over Equestria with tentacles anyways, it was completely absurd. All of Equestria would die out in a single generation. Now, if a regimented breeding program was put into place to maintain population, that might work.

Twilight shook her head violently. She was supposed to be arresting those two, not thinking of how to help them.

Twilight hummed to herself as she walked through town. The Sky was empty and blue and there was a pleasant breeze to counter the warm rays of the sun. Even with what she was on her way to do, it was hard for Twilight to be unhappy in this weather. She waved hello’s to the different merchants as she made her way through the marketplace.

It was on the other side of town square that she found her destination. Twilight steeled herself and pushed open the door to the coffee shop. At this time of day, there was only one customer in line. Regardless, both Espresso and Whipped Cream greeted her enthusiastically as she made her way inside.

Once she was at the counter Twilight tried to summon up her resolve, but each time she was about to start, the spectre of last night’s pleasure would drive the words from her mouth.

“Trouble deciding Princess?” Espresso asked with a grin.

“Yeah,” Twilight chuckled nervously.

“That’s okay, why don’t you let me decide, on the house,” Espresso winked.

“Uhm, yeah, sure…”

“Alright, and what do you have there?”

Espresso pointed at the rolled up documents that Twilight was carrying with her.

“Oh these, well they are…”

Your arrest warrant!

“...There nothing important, just some stuff for town hall.”

What is wrong with you!

“Oh, I see. Got to keep up appearances and all, right.” Espresso whispered across the counter.

“Yeah, definitely.”

No! Wrong answer Sparkle!

“Well, why don’t you just wait over there and Whipped Cream will bring out your drink when it is ready. Will you be,” Espresso looked back and forth to make sure their conversation remained private, “Staying over?”

“No, sorry...”

Not sorry…

“I have a lot of work to do unfortunately.”

Like fixing your brain.

“Appearances.”

“Yeah, must be tough being a princess. Especially now,” Espresso dropped back into a whisper, “hopefully not for too much longer though right.”

“Right.” Twilight said confidently as she walked over into the sitting area.

What the hay was that! How could I screw this up so badly.

Twilight wallowed in her own pity for a few minutes until the pale pegasus came over with a blended ice drink.

“Espresso said you were busy so I made it to go for you.”

“Thanks Whipped Cream.” Twilight said half heartedly.

“Espresso said you were kind of down about not getting to stay, so I made this with extra of our secret ingredient.”

“Right, thanks.”

“Well I hope your day goes okay.”

Whipped Cream checked that no one was looking before pressing her lips against Twilight’s. It was too fast for the princess to process what was happening and she instinctively opened up to allow the pegasus’s tongue inside her mouth. Their tongues briefly pressed together before Whipped Cream pulled away, leaving Twilight dazed and flushed.

“Goodbye Princess.”

Twilight came to her senses and hastily picked up the plastic cup that had been left for her before walking briskly out the door. She angrily drank a mouthful of the icy concoction before being reminded by the potent and sweet taste of the tentacle cum mixed in that it was precisely the opposite of what she should be doing. She grudgingly tossed the mostly full cup into a trash can around the corner before storming off towards the Everfree Forest.

She couldn’t describe how mad she was at herself for being distracted and let down and she needed someplace safe to blow off steam.

Chapter 2

Something has gone wrong. We don't seem to have an archived copy of that chapter.

Chapter 3

Author's Note

Hello everyone, just a quick update. This is the second to last chapter. Next chapter will have a ton of tentacle sex in it I promise.

Chapter 3

Twilight rushed off for her personal library. Clearly she was more compromised than she had thought. If she was going to beat this she needed more information. By the time she got back, Spike had already left and Twilight quickly set up shop between the massive shelves of books. She had never read about anything like these tentacles but there were a few more fictional books that had mentioned similar things. Working on the assumption that behind every lie, or in this case story, was a grain of truth, Twilight began to piece together what she could.

By the time Scootaloo made it back to the tree house with coffee for the other crusaders and Spike, Applebloom and the handsome purple drake were already hard at work. Their tongues were wrapped around each other in an open mouthed kiss and drool was starting run down each of their chins. The two broke away from each other as the orange pegasus entered.

“Hiya Scootaloo.” Applebloom greeted cheerful.

“Starting without me? Shame on you two.” Scootaloo replied with mock disapproval.

“Sorry Scoots,” Spike shrugged, “but Applebloom was leaking like a faucet by the time she got here, I did what I had to.”

Scootaloo could now see that the drake had one of his long claws up inside her friend’s snatch and was lazily rubbing it in circles.

“Well, I guess that’s okay.”

Scootaloo set the drinks down on the nearby table and walked over to her two friends. She then layed down next to the young dragon and pushed herself against his body. Spike wrapped his other arm around her and pulled her close before capturing her lips with his own.

The truth of the matter was, the crusaders had finished their project almost a week ago, but somewhere during that time, the trio had started to feel very horny. Since Spike was only one year younger than them and now much bigger, not to mention pretty good looking, Sweetie Bell had practically jumped him during their private celebration. Instead of shock though, the other two could only admit that they wanted in on it too.

When Spike pulled away from Scootaloo, she groaned in disappointment before she started to chew on the spine that covered his ear. Since it was part of the drakes natural armor, it was mostly mute to feeling but Spike had said previously it felt good when their teeth rubbed against and pressed into the thick cartilage.

Scootaloo reached down between Spike’s legs as began to rub against his erect shaft. Unlike a ponies penis, his was pointed in the front and had ridges of dull spins running down the length, something that the crusaders were very fond of at this point. Spike however pushed Scootaloo’s hoof away.

“Not until Sweetie Bell gets here, remember the deal.”

“Fine.” Scootaloo replied with a pout.

She perked up though when she felt Spike begin to tease her own marehood with his hand and sighed as he pushed one of his claws in.

It really would be more fun if I just masturbated, or maybe if I went to visit the coffee shop tonight.

Twilight shook her head to try and dispel the rebellious thoughts, she had been making steady work with her research and had come to several startling conclusions. First, she was definitely pregnant with her own tentacle offspring. Second, because the tentacles used genetic material from their mother to adapt, they were her offspring as much as the tentacles that had inseminated her. Third, that the thought of this made her horny as hell, something that was clearly shown by the constant steady drip from between her engorged pussy lips. And finally, that the tentacles fed off the magic of their parent to grow and their strength was proportional to how much they consumed.

Being one of the two alicorns of love, Twilight’s tentacle offspring were destined to be stronger by an order of magnitude, if not more, than either the one that had impregnated Whipped Cream, and Double Espresso or their tentacle offspring.

With a few magical scans of herself she had determined that the tentacles growing inside her were currently fused to the inside of her womb like a developing fetus would be and was continually leaking aphrodisiacs into her system. That easily accounted for her perpetual state of arousal but what was more frightening was they were also spreading the hypnotic agent into her blood as well. Thanks to Twilight's quickly adapting body, she wasn’t debilitated by it.

Yet.

However, it was also getting stronger, and she was running out of time to finish this before it became too powerful to resist. A situation that she had to admit sounded really appealing right now.

With the possibility of failure at hand, Twilight realized that she needed to first prepare for if she gave in to the tentacles.

When I give in.

She immediately reprioritized her checklist and began her research anew.

When Sweetie Belle walked into the clubhouse, both Applebloom and Scootaloo had their front legs wrapped tightly around Spike’s torso and the two teenage ponies were sloppily making out with him. Sweetie Belle could see their exposed marehoods’ as well as Spikes finger gently pushing in and out. Without speaking, the unicorn trotted up to the three and after winking at Spike, which he returned, she bent over and began licking his erect member.

Applebloom felt her friends mane tickle her leg and pulled away to check.

“About time you showed up. Me en’ Scootaloo have been waiten for almost half an hour to get ar pussies’ plowed.”

“Sorry,” Sweetie Belle looked up from Spike’s penis, “My sister had an order to finish and made me stay to help.”

“Whatever, just move yer head out of the way, I’ll have that dick inside me before I go crazy.”

Sweetie Belle gave Spike’s penis one more lick and a kiss on the tip, making him groan quietly into Scootaloo’s mouth, before backing off and walking around her friend so she could snuggle up against Spike as well. Applebloom pushed Scootaloo off to the side a little so she could climb completely on top of the drake.

Applebloom scooted down until the thick dragon cock was sandwiched between her pussy lips and slowly dragged herself up and down. Spike groaned again and pulled away from the kiss her had been sharing with Scootaloo.

“Damn that’s good,” The dragon said as her sifted a little and pulled Sweetie Bell tighter up beside himself.

Applebloom didn’t waste time before she pulled her hips off and lined her entrance up with the thick dragon meat. Without hesitation she slammed her hips back down. She and Spike both moaned as her snatch was impaled on the spiny rod and she quickly started lifting herself up and down on his dick. Spike leaned over and pressed his lips to Sweetie Belle’s and the unicorn moaned as well as she tasted the combined flavors of all her friends saliva on his tongue.

With her pussy already sensitive from the slow fingering she had been getting earlier, it only took a few seconds of the spiny cock plowing into her for Applebloom’s walls to start clenching. She shoved her hips hard against Spike’s crotch. He in turn slowly and forcefully rolled his hips into her as she climaxed, making her moan as her quivering pussy was stretched and pulled.

When her orgasm finished she started pistoning again. The three had agreed that they each got to ride Spike until he came, no matter how many orgasms they each had.

Meanwhile, Scootaloo pulled away from Spike and turned herself around so that she could watch as her friends snatch swallowed up his dick. She moved one of her hooves between her legs and started mastrubating in time with Applebloom’s thrusts. When Applebloom climaxed again, Scootaloo stared wantonly at the cascade of marecum pouring out of her friends snatch and ground her hoof into her own clit. She was surprised to feel Spikes tongue begin to stroke along the outside of her pussy lips. As Applebloom began again, Scootaloo could see Spike starting to press up to meet her and moaned as the dragon’s tongue dipped inside her.

Scootaloo began to lick up the liquid running down Spike’s leg as she felt her own orgasm approaching. Spike could feel from her inner walls quivering that she was close as well. He kept her on the edge for a few more seconds until Applebloom’s slammed her hips back down and squealed in pleasure. Scootaloo moaned deeply as the long draconic tongue pushed all the way in and pushed her over the edge as well.

With Applebloom’s pussy clenching around his cock and Scootaloo’s marecum filling his mouth, Spike couldn’t hold on either. With an instinctive thrust to make sure that the tip of his dick was pressed up against Applebloom’s cervix he came.

Applebloom moaned as she felt the hot dragon seed begin to fill up her womb and as she orgasmed all over again she pushed her hips down into him in small rolling motions. Spike shot string after string of virile cum into the earth pony and soon he could feel her belly start to press gently against him. Once her womb was full, Spike’s cum began to spill out of Applebloom’s entrance and into the dragon’s crotch and legs. Scootaloo, who was just recovering from her own orgasm began to lap up the thick liquid.

When her climax finally ended, Applebloom gently rolled off of her draconic lover and into the waiting hooves of Scootaloo. The pegasus pulled Applebloom’s back legs around her head and began lapping up the leaking dragon and marecum from her well sexed friends pussy. Apple bloom moaned in appreciation and after a few more panting breaths began returning the favor by gently lapping at Scootaloo’s folds as well.

Seeing that she was occupied, Sweetie Belle skipped Scootaloo and climbed up on top of Spike in Applebloom’s place.

“Just give me a minute please.” Spike said as her pulled the unicorn teenager tight up against him.”

“Sure my little Spikey-Wikey,” she replied innocently before starting to kiss his neck and face.

Sweetie Belle was probably Spike’s favorite of the three. As she had grown up, she had become just as beautiful if not more so than her older sister. When Sweetie Belle had started picking up on his shifting attractions, even before they were actively engaged in sexual activities, Sweetie Belle had taken to teasing the drake with the nickname her sister used.

Scootaloo on the other hand was openly bisexual, and Applebloom was willing to help out her pegasus friend whenever she was wanting more female company. Currently the two had devolved from gently afterglow teasing to fully eating each other out. Scootaloo mentally hoof bumped herself as Applebloom came, squirting both her own and Spike cum into the horny pegasus’s open mouth. Despite Scootaloo’s assurances to her friends that she didn’t see sex as a competition, she always secretly raced them to try and get them off first. With victory achieved she gave in and returned the favor as she filled up Applebloom’s mouth with her own cum.

If I am going to fail, I might as well give in now anyways.

Twilight squeezed the sides of her head as her body lay propped up against one of the tables in her lab, hoping that the pain would shake off her desire for at least a little bit. No matter what she did though, her thoughts returned to the fact that she was going to fail and it made her debilitatingly aroused every time.

Finally with just a moment of clarity, she performed an emergency teleport into the nearby Ponyville pond. The shock of the cold water caused her entire system to lock up and go into survival mode. Adrenaline burned through her veins as it boosted the neurotransmitter count in her brain.

The sudden clarity as the aphrodisiac in her system was outnumbered and displaced was very much welcome and Twilight grabbed a hold of the clarity with a mental death grip. It was becoming clear that the growing tentacles were reacting to her body's chemistry to reinforce behavior that was beneficial to them and so arousal or defeatism would lead to an out of control spiral if not stopped.

Twilight floated underwater for a few serene moments before her lungs reminded her that though her immortal body didn’t need oxygen, it was going to be very unhappy without any. She swam to the surface and her head exploded out between two very surprised ducks.

The good news was that she had finished her contingency plan and it could be put into practice with only an hours warning. She also had the foresight to fight hypnosis with a little hypnosis of her own and was almost done before her most recent onset of arousal had stopped her. Twilight Swam to the shore and after drying herself off, she teleported back into the library.

After her alicorn powered teleportation, the anti-teleporting wards were rent asunder and she would have to fix that when she got the chance, but for now she had to finish her work, she grabbed the last of her research and teleported back into her lab.

As she started to charge the necessary spells for her failsafe doubt again began to bubble up in her.

When I give in, I’ll just undo everything anyways, so why try?

Just as her subconsciousness opened up for the hypnosis spell, Twilight realized that maybe her thoughts were just as compromised as her body. But as she fell into half sleep the idea faded away again.

Applebloom and Scootaloo were once again face to face and gently sucking on each other’s tongue as they pressed up against Spike’s side. They were gently pressing their back legs into each other’s pussy as they enjoyed the afterglow of another shared orgasm. Meanwhile Sweetie Belle was eagerly thrusting away on top of Spike’s cock. Her pussy made a lewd squelch every time their hips met. Spike had already filled her up once and their combined fluids made their legs stick together a little, but since Scootaloo and Applebloom were currently occupied, the unicorn had gotten another round.

Spike groaned and pulled Sweetie Belle’s head back down. Their lips connected and mouths opened. As their tongues pressed together Sweetie Belle stared into Spike’s eyes. She could feel her next orgasm coming soon and as she slammed herself down she held the drakes gaze. Spike groaned as his member twitched. He returned her gaze as he started filling her with his spunk again and making her moan as their warm juices ran down their mashed together crotches.

When Sweetie Belle’s started to wind down she snuggled up against the dragon’s chest and closed her eyes. The feeling of her womb expanding as it filled with warmth again was euphoric. Because of how horny she had been for the past week, Sweetie Belle hadn’t realized her heat had actually started. She unknowingly luxuriated in the feelings of deep contentment that her body gave off from being filled with comparably sperm. She drifted off peacefully with Spike’s penis deep inside her pussy, still shooting more of his cum into her tight receptive womb.

Spike looked over at his other two lovers and saw that they had fallen asleep against him as well. With a pleased smiled laid his head back and joined them in dreamland.

Chapter 4

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.

Epilogue

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