Three Weeks Earlier

“You really sure about this? It’s not too late to back out.”

Powerfilly wasn’t shy about her confidence in Scootaroll’s latest test of her powers. The fluctuation he recorded on a near daily basis was a great concern, but Babs Seed never showed that on her face. She could always fly, just faster on some days, slower on others. She was always strong, as strong as her big sis—her cousin, Supermare.

Except yesterday. Yesterday, Scootaroll recorded her strength as only being half that of Supermare, which was still less than Supermare’s actual blood relative.

“These tests are important, Babs. Please try and take them seriously,” Scootaroll’s tired voice spoke from the mic system, while the teenage pegasus colt sat safely away at his desk, three monitors ready to display what he was sure would be the latest new readings on Powerfilly’s abilities. Scootaroll could only hope to Celestia that the variances this time wouldn’t be as drastic as they had a history of being.

“Just trying to be nice. I mean, if we wanted to really test out my powers again, shouldn’t I be sparing with someone who can handle taking a punch from me? Ah, no offence though,” Powerfilly added.

Mare-Do-Well, of course, didn’t respond. Babs understood that the whole Mare-Do-Well gimmick of being a dark and foreboding figure included that Sweetie Belle only spoke when absolutely necessary. It was meant to unnerve the criminals Sweetie would go after, because any pleas of mercy or threats of violence would never be answered. It didn’t work well on her, as Babs already knew the person under the mask.

Her curiosity at how nervous Sweetie might have been in sparring with her led Powerfilly to use x-ray vision. She was happy it worked, but surprised to see the Mare-Do-Well costume was lined with something that blocked her x-ray vision.

Mare-Do-Well did however respond with her actions, taking a fighting stance, silently beckoning Powerfilly to make the first move. The two were several feet away, and Powerfilly was already beginning to float off the ground in preparation for flying.

“Well, if you’re so sure.” Powerfilly said, before launching herself at the young masked heroine.

Her fists were extended as she flew right for Mare-Do-Well, looking to tackle Sweetie and pin her down quick. She believed this would be over before Mare-Do-Well could even have a chance to put up a fight.

“Babs stop!” Scootaroll’s voice shouted from behind Powerfilly. She turned her head back to the camera in the training room, confusion written on her face, but she was still flying for Sweetie, and never saw the masked heroine make her move.

Back in the control room, Scootaroll groaned. “Really, she fell for that?”

Powerfilly’s momentum kept her going, right into Mare-Do-Well’s outstretched cape, like a young bull to an experienced matador. The cape however, stuck to Babs’ face like saran wrap, and was quickly wrapped around the entirety of her head. Babs threw a wild haymaker, utterly missing the nimble, non-powered heroine, who started throwing precise jabs at Powerfilly’s midsection.

Babs growled, unable to see as she clawed at the cape, which clung desperately to her entire head. The jabs didn’t hurt, but she did feel a strong kick to the back of her knee that made her lose her balance.

A few quick punches connected to her covered face, and Babs responded by burning two small holes right through the cape with an impressive stream of heat vision. It gave her a few seconds to see that Mare-Do-Well was not in front of her.

Ignoring the cape for now, Babs brought both her fists to the ground, slamming it hard enough to make the room itself shake without making a crater in the floor. Wherever Sweetie was, she was going to have to struggle for balance too now.

Scootaroll fell out of his chair from the aftershock, dust spilling from the ceiling as his heart jumped in his throat. “Don’t break my lab, damnit!”

Powerfilly’s attack bought her time enough to finally peel Mare-Do-Well’s cape off her face, getting a much needed breath of air before turning behind her to the sight of Mare-Do-Well, three feet away and holding out a dime bag.

Babs stopped, eyes on the glowing sliver of green kryptonite, and felt nothing. No weakness creeping over her, no dizzy spell, no less powerful; all the things that reminded her that she wasn’t a real kryptonian.

“Fucking really?!” Powerfilly shouted, anger glowing red in her eyes as she reached out to smack the bag out of Mare-Do-Well’s hand. Like water, the masked heroine moved her entire body back in one fluid motion, giving Powerfilly a steel-toed kick to her chin as she rolled away.

Babs didn’t flinch from the kick. She kept the pressure up, throwing punches of her own now at a quickly retreating Mare-Do-Well. Not one of her punches landed, but Babs could see she was driving Sweetie to the wall. She would have her trapped, and the sparring match would be won.

Once to the wall of the training room, Powerfilly smiled triumphantly as she reached out with both arms to grab Mare-Do-Well, “Gotcha now!”

Mare-Do-Well responded with a right-handed uppercut to Powerfilly’s chin, leaving something sticky and wet behind. It was enough of a distraction for Babs that it allowed Mare-Do-Well a solid left punch to Powerfilly’s cheek, with Sweetie spinning out of the corner with the momentum of the punch like a trained boxer.

Powerfilly touched her face, pulling away black goo in her hand. Mare-Do-Well was already spreading the distance between them as she touched something on her utility belt.

“Explosive ge-” Babs tried to say, only to feel several small explosions hit her at once. Two directly on her face, with half a dozen more on her torso from earlier punches. She never once noticed…

“Okay stop!” The real voice of Scootaroll called out. “Sparring over! I got the results I needed!”

There was panic in his voice that cut through the ringing in Babs ears as the dust from the explosions settled. She wasn’t hurt, though her costume was dirty and scorched.

“Who fights with explosives?!” Babs shouted, rubbing her jaw as she watched Mare-Do-Well pick up her cape and put it back on.

“You use your abilities, I use mine.” Mare-Do-Well spoke coldly from behind the mask, nothing at all like the cheerful person Babs knew Sweetie Belle to be.

Babs didn’t appreciate the statement. “And Scoots, what was that about stopping right when the match started?”

“That wasn’t me,” Scootaroll said as he walked into the training room, one hand leaning on the doorway and another holding the handle of his forearm crutch. “That was Sweetie mimicking and throwing my voice.”

Babs looked shocked, turning again to Mare-Do-Well, who had removed her hat and mask.

“I’m as surprised as you are that you fell for that,” Sweetie said with a tiny smirk on her lips.

Babs was angry. Angry for being tricked and for losing the sparring match. “I’m so sick of these damn tests.”

“These damn tests are helping us get a handle on your powers,” Scootaroll said, taking a couple of careful steps into the training room of the JLA headquarters. “And it looks like your powers took a weird turn again. Super hearing should have helped you realize Mare-Do-Well threw her voice. You struggled to take off her cape when she wrapped it around your head. You didn’t break the floor when you punched it with both hands—”

“I wasn’t trying to!”

“But the kryptonite not affecting you is the biggest concern. Three days ago it hit you as hard as it hits Supermare, but a week before that it only slowed you down. Now, it’s not affecting you at all, and that’s a pretty dangerous situation.

“How is it dangerous if kryptonite doesn’t work on me?”

“Because you’ll never know when it will affect you,” Sweetie Belle spoke up, bringing out the kryptonite shard again. Babs flinched, but never felt any of the debilitating effects of kryptonite affecting her. “If you aren’t aware of your strengths and weaknesses, that is a dangerous situation, and you can’t always rely on punching your way through things.”

Babs clenched her fists, folding her arms under her large chest as she tried to keep her composure. She knew her friends were only trying to help, but the frustration from the truth of Sweetie’s words gnawed on her.

“We’ll figure this out, Babs. But in the meantime, you’re going to have to hold off the whole superheroing stuff, at least until I can work out what’s causing your powers to go up and down like this.”

“Why don’tcha just say your magic word and use the wisdom of whatever god it is that gives you wisdom to figure out why my powers are fucked up?” Babs growled, glaring at Scootaroll when she caught him eyeing her chest, again.

Scoots blushed and looked away, “That’s not how my powers work. I don’t know everything when I’m… that way.”

“Well if you think I’m just going to sit on my ass and do nothing while AJ is out there fighting everyday to protect her city, you got another thing coming.”

“Applejack grew up learning how to use her powers. You’ve only been on Equestria for six months. No one expects you to be at her level. Least of all her. I know she’d want the same thing for you,” Sweetie Belle said, her eyes full of concern for Babs as she could easily see how upset this was making her.

If she did, why isn’t she here to tell me herself?

Present day

Powerfilly knew she was flying into a trap.

It was obvious from the lack of armed guards in the supposedly secret prison. Only certain doors slid open at her presence, guiding the teenage superheroine along as she flew on. The walls blocked her x-ray vision, but with what she was not sure. Not lead, something she had not seen before. It was yet another cause for worry, not for her, but for the others.

She flew faster, and the electronic doors kept up, guiding her through the maze of featureless grey windowless corridors that made up the hi-tech prison. Trap or no trap, she was being lead to the right place—she could hear muffled cries getting louder with her super hearing.

Superfilly’s voice was the first her super hearing picked up on as she flew onward. She’d recognize her cousin’s voice anywhere, though she had never heard it garbled and… moaning. It didn’t sound to Powerfilly like her cousin was gagged, rather like something was in her mouth one moment and out the next.

The others could be heard in the same way: Scootaroll, Mare-Do-Well, even Supermare.

Shit, if they even captured AJ…

There was no further time to reflect on what it could mean if these villains found a way to bind and capture one of the most powerful heroes in Equestria, as no sooner did the worry enter Powerfilly’s mind that she was confronted by the reality of how this prison was keeping her friends held prisoner.

She stopped mid-flight as she entered a large empty room, stupefied at the one feature she saw. Expecting guards with hi-tech guns, wiggling bare toes welcomed her.

All at once, her super senses were assaulted. She could smell them from the entranceway, could hear the muffled moans from inside the wall all four of her friends in. She could hear the whirl of machine parts working tirelessly on their exposed, soaked bits. Scootaroll’s cock stood out thick and shinning with lube, his balls bouncing slightly from the mechanical attachment relentlessly jerking him off. He looked bigger than she remembered him ever being.

Sweetie was right beside him, shelved next to him by the looks of it. Her feet waved about frantically, the shine on them hinting that something happened to her feet. All their feet in fact, though there was nothing torturing them at that moment. All four had a shine to them that was abnormal. Their neither’s were a different story entirely, and made up the real reason Powerfilly was shocked into stillness.

Their clits. Supermare, Superfilly, and Sweetie-Do-Well, all had clits the size of strawberries.

Each of them were being directly stimulated, forced into orgasms so powerful that even without her super hearing, she could hear the pleasure behind the wall. In that moment, Powerfilly saw her older cousin, Supermare, squirt from one of many orgasms she was being subjected to. The machines working on her swollen clit made her ejaculation spray out with impressive force. Seconds later it was Sweetie’s turn, cumming just as hard from the attention of half a dozen or more thin tendrils wrapping around her enlarged clit, squeezing her mons together, while others tickled her exposed inner thighs. There was so much cum, it dripped down onto Superfilly, placed directly under Sweetie.

Her cousin was not enjoying the same treatment as her big sister or her best friend. The only attention she got was a suction cup on her clit, making it bigger than the others.

“What the fuck…?” Powerfilly whispered, her mind still reeling from everything she was seeing as she floated in midair, ignorant to the port door in the ceiling that silently slid open. Once she heard the prison doors behind her close and lock with several metal clicks, the trap had been sprung.

Above her, something huge slithered down, fast enough that in the time Powerfilly could look up with glowing eyes, the machine had already gotten behind her to dodge the anticipated heat vision attack that never came. Powerfilly turned to aim her ready attack at the head of whatever was trying to capture her, only to be blinded by a flash of sickening green light that completely staggered her. Not just stagger, it actually hurt.

Confused, she could not focus on defending herself as a mechanic centipede began to detain the superpony. Rows of legs became tight manacles on Powerfilly’s arms, folding her right arm behind her to keep it secure; the security cameras had caught on that Powerfilly was right handed. Her left arm was grabbed and pulled above her head, all while she shook her head and squeezed her eyes shut tight, her vision still dazed by the bright assault.

Ow! Fuck fuck that light… that was fucking kryptonite! That’s not suppose to work on me!

“You’ll never know when it will affect you,” Sweetie Belle’s warning from weeks ago came back to haunt Babs. If kryptonite was working on her again, it meant her powers were still in flux and unreliable. She had been unreliable.

The robot was still hanging from the open port, it’s many rows of legs lifting its long body back up, Powerfilly with it, so that her feet couldn’t touch the ground. They weren’t even given that chance, as the robot curled around the struggling heroine, its legs taking hold of her own, until it had Powerfilly suspended and secured, all be it squirming madly and cussing a storm.

The robot centipede was not done yet, as the tips of its many legs holding Powerfilly’s limbs all at once pierced her invulnerable skin with tiny needles, injecting several small doses of hot liquid kryptonite all at once into her body.

At this, Powerfilly opened her eyes and screamed. She had never experienced kryptonite in anything but a rock form, something she could move away from or have thrown far from her to lessen its effects. This was the first time experiencing it as light, or a liquid that was currently burning in her body.
As if sensing her distress, the centipede squeezed its legs harder on her, adding to her pain. With the kryptonite inside her, Powerfilly could barely put up a struggle. Her legs and arms felt stiff, heavy, and hot. She was beginning to sweat from the heat inside her that kept on building.

Excitedly, the robot clicked its four pincers in front of Powerfilly’s face, the tips glowing a sickening green. She tried to summon her heat vision again, but her eyes still stung. Sets of legs around her torso squeezed with immense pressure, making her work to breathe, eliminating the chance for her to take a deep enough breath to use her arctic breath.

“You fucker… you haven’t beaten me yet!”

Clicking its pincers again, the machine began to run its containment program that would prove Powerfilly wrong. The legs of the machine that were not holding the superheroine still had their point tipped-ends retract inside themselves, revealing an opening with half a dozen small holes. Tendrils, no thicker than noodles, snaked out of those holes, their entirety glowing with such an intense hue of green that it was hard to look at.

The nearest set of tendrils dove into the exposed teenage cleavage of Powerfilly’s costume. The moment they made contact with her skin, it confirmed her fears that the tendrils were in fact glowing bright with kryptonite.

They did not hurt, though.

It was the opposite, which took Powerfilly by such surprise that it halted her weak struggling. Tendrils wiggled into the tight space between her large breasts, tickling and caressing her, while two stray tendrils slithered under the material of her costume, seeking to coil around her hidden nipples.

Red-faced, Powerfilly let out a stricken gasp. Her nipples were hard. They had never been this hard, not even during the times when estrus flooded her with hormonal urges that no average stallion could satisfy. The mere contact of the kryptonite-empowered tendrils caused such a rush of sensations in Powerfilly that she did not notice the other sets of tendrils around her until she heard them begin to tear her costume.

“No! Fucking stop… you sick twisted fuahahah!!”

The tendrils were speeding up, and not just the ones diving into her cleavage. Behind her, two sets of tendrils were assaulting her feet, suddenly bare and exposed. She hadn’t noticed when they had cut the thick soles of her boots off, but with leg manacles holding her legs bent upward, the most she could do was twist her foot from side to side as those glowing tendrils tickled her. They wiggled between her toes, brushed over the upper arch of her feet in quick assaults, sparking powerful sensations Powerfilly had never known before.

She wasn’t ticklish. Her skin was invulnerable, explosions couldn’t stagger her, something like having her feet tickled should not have affected her. Even with impossible kryptonite appendages, she expected pain or extreme weakness to drown her senses and settle her into the void of unconsciousness. Instead, she was laughing.

She couldn’t stop laughing, and the quickening pace of her breathing made the legs wrapped around her midsection to tighten even further. It was getting very hard to breathe, but she couldn’t stop laughing.

The next assault sealed her doom. With her legs bent and spread, another set of tendrils went to work tearing away the small crotch of her costume, fully exposing her glistening sex. How and why she was so wet down there, she couldn’t guess. Kryptonite tendrils slid across her puffy lips, dipping into the tight pink folds of her sex, coaxing out her clit to wrap a single tight tendril around, while others pushed inside to wiggle against moist walls.

Between them, the intense tickling of her helpless feet, and the tendrils on her breasts, Powerfilly felt tears of frustration and fear streak her face as she continued to laugh helplessly. There were too many sensations for her brain to take all at once. Once another set of tendrils began to apply their tickle torture to her armpit, Powerfilly’s vision blurred as one massive sensation flooded her sweating body, erupting from her pussy in the most intense orgasm she had ever had in her short life.

The tendrils between her legs worked to extend the orgasm sensation, quickly forcing another orgasm to follow, and another, and another. The containment cell filled with her screams, saliva mixing with tears as her cum dripped onto the floor below her. She couldn’t get enough air, her vision darkening all around her, but not before Powerfilly could steal a glance back to the exposed feet of her helpless friends.

She thought she managed to say she was sorry, before the world turned dark and all sensations, thankfully, stopped.

Author's Note

Next chapter is being cleaned up. Special thanks for Schorl Tourmaline for helping with editing when no one else wanted to.