Deep in an underground base, the Masked Matter-Horn was facing off against her arc-nemesis; The Mane-Iac.

“Give it up Matter-Horn!” The Mane-Iac laughed maniacally as her hair tentacles lunged at her from across the room. I've already taken down your little friends!” She proudly proclaimed, holding up two of her tentacles to reveal her bound comrades: Zapp and Mistress Mare-velous, their costumes torn up in several places and both of them completely unconscious. “It's only a matter of time until I take you down as well!”

Matter-Horn leaped into the air, dodging the tentacles and rebounding off the walls. "Don't underestimate me!" She shouted as she fired several icicles at the tentacles, temporarily stunning them. The Mane-Iac held her head and pain and screamed as she fell to her knees, if there was one weakness that was the most exploitable about her, it was the fact that her tentacles were linked to her nervous system, therefore any pain they felt she felt as well.

Proud of her accomplishment, she briefly turned her attention to her comrades, Mare-velous slowly coming to. "Don't worry, I'll get you out of there in no time!"

However unknown to her, the Mane-Iac recovered quicker than expected, her tentacles rose back into the air and shot forward towards Matter-Horn. Several went straight for her back, but one of them aimed for her helmet-the source of her powers-instead. Wrapping around it and yanking it off before she could react. “What THE-AAAAHH!!” She screamed one of the tentacles jabbed her in the ass with a needle of some sort before the rest of them lashed at her back, sending her to the ground.

Matter-Horn groaned as she tried to pick herself up… only to be greeted by the unwelcome sight of Mane-Iac holding her helmet. “Such a clumsy girl you are, dropping something was important as this!” She said in a mock-scolding tone as her tentacle dropped the helmet into her waiting hand. “Don't worry though, I'll take good care of it. In the meantime, lemme help you relax!” The Mane-Iac let out a maniacal laugh as she sent more tentacles towards Matter-Horn, lifting her into the air. Her tentacles wrapped around her wrists and her ankles, and pulled her limbs in separate directions, holding her spread-eagle above the ground.

"You rotten monster!" Matter-Horn shouted as she struggled to free herself. "You let us go this instant or I'll-GAK!" She was so caught up in threatening her enemy that she didn't notice one of the tentacles wrap itself around her neck. As she continued to struggle she felt an odd tingling sensation as on her rear... and immediately realized another tentacle was pushing itself under her outfit!

The tentacle slipped beneath her tight bottoms, the bulge from its mass visible through the elastic fabric. It slithered lower and lower, sliding over the curve of her ass, and into the space between her legs, where it began to squirm back and forth. Even as it did this, two more tentacles slid up her stomach and underneath her top. There was a ruffling as they made their way up to her chest, and then suddenly they struck outward, ripping her top to shreds, exposing her tits.

Matter-Horn blushed as she felt her outfit being ripped up. "Y-You freak!" She gasped. "You... c-c-can't d-do this-AHN~" She moaned as she felt the tentacles teasing her nipples and pussy, her hips bucked back and forth as waves of pleasure spread through her body.

“Oh~ I think I can little hero~”The Mane-Iac cooed smash she brought Matter-Horn to eye-level with her. “And that aphrodisiac dart I hit you with should be kicking in full force right about now~” She smirked as she had one of her tentacle slap Matter-Horn’s ass, earning a pleasured yelp from the hero.

‘S-s-so good~’ She thought as she squirmed in pleasure, glancing down at the ground, she saw that while Zapp was still unconscious, the now awake Mare-velous was trapped in a swirling mass of tentacles. Her clothes had been torn to shreds and she was half-crying, half-moaning as a tentacle pounded in and out of her ass.

A preview of what was to come for Matter-Horn, it seemed.

The tentacle under her costume squirmed and pulled, ripping her bottoms to shreds. Her legs were held open wide as another tentacle moved up to her pussy, its tip tracing around her lower lips. 'No! Not there! Anywhere but there!' She thought as she vainly continued to struggle. "Plu-Please! N-No-GULP!" She pleaded before another tentacle shoved itself into her mouth, at first she tried to spit it out, only for a feeling of euphoria to take hold of her senses. 'Actually…this feels kinda good…' She thought as it thrust in and out, rubbing over her tongue and reaching all the way to the back of her throat.

Between her legs, another tentacle forced itself into her pussy and started to thrust. "AGAHAN!!" She squealed as she felt herself being penetrated, a sharp wave of pleasure shot through her body as she arched her back. 'Oh dear God! This is amazing! W-Why was I trying to stop her? This is the best thing ever!' She thought as she was ravaged by the Mane-Iac’s tentacles.

“You can feel it, can't you?” The Mane-Iac smirked seductively. “The aphrodisiac in your body clouding your mind and making you even more horny than before~, nothing else can possibly compare to this blissful pleasure, can it?"

The tentacle thrust into her body again and again, the tentacles holding her legs spread them wide as the main one slid in and out of her, coating itself with her fluids. The tentacle in her mouth slid over her lips and tongue, forcing her to swallow it down as the remaining tentacles began to slide over her breasts and twirl around her nipples. "Mmm~!!" She moaned, her body still writhing and jerking around from the tentacles swimming inside her, bringing her closer and closer to that sweet, sweet release. 'This is pure bliss! There's no way I can go back to normal sex after this!' She thought as she finally came, a powerful burst of pleasure overtaking her body as her eyes rolled to the back of her head and her mind "Burnt out" from the intense pleasure.

Matter-Horn then went limp in the tentacles embrace, feeling like she was going to die of pleasure, yet not caring in the slightest. The tentacles held fast to her body, suspending her and leaving her exposed as they literally fucked her senseless. The tentacles were a natural force of sexual depravity inside her, stretching her inner walls in ways they'd never been stretched before, and fucking her more deeply than anything ever had.

“Well, that was amusing…” Mane-Iac smirked as she turned away from the tentacles ravaging the two heroes and brought her attention to Zapp, who was finally starting to wake up. “Now let's finish off the finale hero, shall we?” She said as she pulled out another aphrodisiac Dart and stabbed her right in the ass with it. “Wakey-wakey~!”

“OW! WHAT THE HELL!?” Zapp yelped as she jolted awake. “Who-what-where!?”

The Mane-Iac giggled as her tentacles stretched out her arms and legs. “Don't worry, I'll make sure you don't feel left out…” she said it's her time to go immediately snaked their way under her uniform.

“Oh HELL NO!” Zapp snapped in rage as she struggled against her binds, trying her best to ignore the growing heat between her legs is the tentacles groped, squeezed, and massaged her breasts and ass.

“That's adorable, you actually think you have a choice in the matter…” She giggled as the tentacle pounding Matter-Horn’s pussy pulled itself out as another took its place. “Now then, open wide~” She cooed as the tentacle slithered up to Zapp’s face, slick with the lubrication that was Matter-Horn's cum. “I wanna try out an experiment….”

Zapp shook her head in protest, trying to resist, but the cum-coated tentacle barrelled through her closed lips with slick ease. Zapp winced as her tongue was assaulted by the salty taste of Matter-Horn's cum. “You can taste it can't you?” Mane-Iac cooed as she playfully fondled her breasts. “The nectar from Matter-Horn's sweet honeypot, it's so addicting, isn't it?”

Zapp choked as the tentacle forced itself down her throat, gagging and crying as it forced more and more of itself into her with frightening speed. “Oh my~ it seems I'm already halfway there!” Mane-Iac giggled maliciously. “Let’s see how much more you can endure!”

'I can't believe this! It’s s-s-so deep! She-she can't possibly be planning to-’ She was brought out of her dazed state when she briefly felt it touch off the bottom of her stomach before continuing onward. 'Oh God she is! It's gonna go all the way through me!’ She mentally panicked as she cried out in pain and pleasure, her eyes instantly watering up as the tentacle wiggled inside her, continuing onwards.

“It's exciting isn't it? The very idea of me filling all three of your holes with just one tentacle? Essentially turning you into a meat-hook?” Mane-Iac whispered as she ripped the bottom half of her costume off, revealing her pussy, already dripping with anticipation at the possibility of being ravaged. “I believe it does! But I'll get to that sweet spot soon enough… for now let's fill up your “exit”, shall we~?”

With one final push, the tip of the tentacle slowly emerged, white noise enveloped Zapp's mind as she thrashed around in a mixture of pain and involuntary pleasure as she felt her anal passage being stretched by the tentacle wriggling its way out of her ass, stretching more of itself out until it was at arm's length.

“I must say, I genuinely didn't think I'd be able to pull this off. I was just experimenting…” The Mane-Iac mused to herself as she observed the ravaged Zapp, who looked like she had just been impaled on one of her tentacles. “I must say though, I'm impressed you’re even remotely conscious after all that…. God knows anyone else would've passed out by now…”

Zapp could only squeal and whimper in response, her body convulsing violently each time she felt the tentacle make even the slightest of contact with the insides of her digestive system.

But the Mane-Iac wasn't done, far from it. She mentally commanded the tentacle sticking out of her ass to aim itself at her pussy, which was still currently dripping wet and untouched, the floor below her soaked with her fluids. "Now, to plunder your final hole, and cement your complete submission to me!" In one swift motion, it plunged into Zapp's eagerly awaiting pussy with amazing speed and force. Zapp screamed in agonizing pleasure as she flailed her limbs, her face streaked with tears and her eyes rolling to the back of her head like Matter-Horn before her.

The tentacle swiftly thrusted itself into Zapp's pussy, the fallen hero let out a pleasured cry as it increased its thrusting speed throughout her entire body, practically coating Zapp's insides with its lubricant. As she reached the very apex of pleasure, the tentacle stopped an inch away from her g-spot before giving it a gentle flick. Zapp's eyes bulged and she felt her pussy squeeze around the tentacle as she finally came, her body rocked by the most intense orgasm of her life. At the moment her body was overtaken by fatigue, she could only sigh she finally gave a into the bliss, though through the tentacle in her mouth it was more of a mumble.

“Ah yes~, that was invigorating…” Mane-Iac smirked as she stretched her limbs. “And when the brainwashing serum I mixed into the aphrodisiac kicks in, soon all three of them will be under my thrall! And then the city will be mine!” She shouted in joy, her maniacal laughter echoing throughout the base...

“And… CUT!”

Sunset stopped laughing as she helped Applejack and Twilight to their feet. “Whew, not sure how much longer I could’ve held that laugh…”

“Ah’d say yah did pretty well.” Applejack smiled as Fluttershy handed her a towel.

“Don't get me wrong, you both pulled off a…. lovely performance….” Rarity said as she approached the group, blushing as she glanced at the footage. “But Sunset, did you have to rip up their clothes?! I spent all week putting the outfits together!” Rarity scowled. “And you might wanna… empty Rainbow Dash…” she added, pointing to Rainbow who is still hanging off of her tentacle.

“Ehehehe… sorry Rarity, I got carried away…” Sunset replied as she slowly began retracting the tentacle from Rainbow's body, earning a moan of pleasure as it pulled itself out of her pussy and back into her ass.

“And she said those yoga lessons were a waste of time…” Fluttershy whispered to Pinkie, who simply giggled at the spectacle.

“You ok Dash?” Sunset asked as her tentacle finally pulled itself out of her mouth with a loud *POP*. Rainbow fell to the floor drenched in sweat, lube, and cum, breathing deeply as she recovered from the sexual thrashing Sunset had given her.

Despite this, she lazily lifted her hand and gave her a thumbs-up.

“I LOVE this job!” Rainbow Dash proclaimed as she casually spun her necklace around on her finger. “With the amount we're getting paid I might just retire!”

"I know what you mean!" Pinkie giggled as she helped her up. “And with our magic we can replicate certain scenes and do our own stunts! So it saves them loads on having to use special effects!”

“Alright everyone, enough chit-chat!” The Producer shouted as he walked past them. “The next scene involves Filly- Second being overpowered by her brainwashed friends! Everyone get into costume!”

As Pinkie changed into her more Fili-Second costume, Twilight proceeded to conjure up a large wall of ice against the fake doorway, using her magic to make a body sized hole that was easy enough for her to slip into and yet give the illusion that she was trapped once she was inside. “Okay, the ice I “trap” Fili-Second in is ready!” She called out.

“Is Humdrum ready? His scene is right after this one…” Sunset asked as she glanced at Fluttershy, who was helping Flash Sentry into his hero costume… or rather a parody of one. It visited of nothing but a cape, gloves, a mask and tights that hugged his ass, leaving nothing to the imagination.

“Sunset? Sunset?” Twilight called out.

“Why yes, I would like to tap that~” She mumbled as she licked her lips with a perverse grin.

“Sunset!” Twilight shouted, snapping her fingers in front of her face. “You can ravage your boyfriend's ass later!”

“Y-Yeah, right!” Sunset blushed, shaking her head. “I'm good, let's do this!”

“Right! Okay, everyone get into position! We're starting scene 2: Fall From Grace!” The Producer yelled as Twilight levitated Pinkie over the hole and slowly lowered her into place.

Rainbow Dash put her necklace back on while Sunset used her tentacles to lift herself off the ground. “Okay, we're ready!”

“Don't be gentle Sunny.” Pinkie whispered with a perverse smirk.

“Oh trust me, I'm gonna make you scream.” She retorted with a wink.

“And…. ACTION!”

Author's Note

A quick fic I wrote out in response to the new EQG: Movie Magic

This was originally an old RP I did with a friend a while back. After seeing "Movie Magic" I decided to dust off the cobwebs and give it a new coat of paint.

Hope you all enjoy it!