In Pursuit of Happiness

Chapters

She Will Bring Joy to All
"It's a Gas!"
Tickly Tentacle Torment
Scootaloo's Lament
Scootaloo's Joy - Part 1
Scootaloo's Joy - Part 2
The Story of "Specs" - Part 1
The Story of "Specs" - Part 2
The Story of "Specs" - Downfall
(Commission Chapter for "Cobaltphoenix") "The Safe Word is..."

She Will Bring Joy to All

Author's Note

I'm aware of how rapey and screwed up this might be. I really don't care. This is supposed to be an oddball and degenerate story with laughter as the main fetish component. I know it will only suit the needs of some and others might find it offensive.

But I also know people won't read this and respond negatively anyway. Unless it's constructive criticism. I probably won't care. And of course, as a disclaimer. All characters are 18+.

She Will Bring Joy to All

A scientist, a once beloved pony who brought cheer to all, sat in a dark empty room. She was observing her many lit monitors as she sat on her tail, letting it twitch along her nethers as she focused on three particular screens. She moaned a soft and sultry moan, staring quite evilly upon her three screens of choice. She was adorned in just a lab coat, allowing her to give her large breasts a gentle rub when she was feeling particularly aroused. "Well, looks like they're prepped. Sheesh, they look so unhappy. Looks like I'm going to have to fix that" said the scientific mare, licking her lips with lust. The scientist was none other than Pinkie Pie. A pony who once was the premier party pony of Ponyville, but upon becoming obsessed with making ponies smile by any means, she had decided to seclude herself into bitter loneliness until she could perfect her art. Which, given how she actually needs happiness and friendly faces around her to keep herself sane. Probably made the plan rather dodgy.

With her growing seclusion affecting her mind, the puffyness of her mane, and her view on happiness herself. She began to look into cruel scientific methods in bringing forced joy and laughter to the masses. Even finding benefactors to help fund her crazy crusade. She eventually was able to build an entire secret facility to fit her needs. The facility itself would be used to test various ways of making ponies smile, laugh, feel good about themselves, and bring ultimate pleasure. Of course, by this point, those goals had become perversely twisted by her own solitude and manic thoughts. Becoming crazy enough to even find her experiments arousing. And with her backers being willing to give her fresh test subjects by her demand. She never ran out of ponies to test her methods on.

"Awww, poor Sweetie Belle. You look so sad, don't worry. When I'm through with you. You'll never want to stop laughing. It'll be a real gas!" Pinkie cheered as she observed the naked white pony, who had since turned 18 and developed into quite the curvy yet dainty little specimen, with good sized breasts to boot. Pinkie then pulled a clipboard from her coat and slid a pen out from the board's clip. She read the paper that was clipped onto the board. It was a list of experiments and names. The first name was Sweetie Belle, listed under an experiment described with "Laughing Gas and Giggle pet". Sweetie Belle herself was in some sort of white room. Walled off by clear glass, with ventilation set up near the back corners and holes placed everywhere along all the walls but the glass one. They were also placed along the floor.

She then looked upon the screen with a familiar caramel pony. Bound to a chair in which the seat looked like swiss cheese with all it's holes. She was struggling to escape, but to no avail. She too was naked, with Pinkie taking special notice of her flat chest. "boop!" Pinkie said as she poked her finger on the screen, where Scootaloo's nipple was. "Scootaloo, I feel really bad for you, it's like you never grew up! You're still flat and your wings are so small. No wonder you couldn't get into the Wonder Bolts. Well, don't worry. Pinkie will be there to cheer you up" Pinkie again cheered, as she looked upon the second experiment set on the list. "Scootaloo - Tickle Torture/Slavery". Pinkie then laid back on her chair with a frown as she rested her head on her hand. "It's a poo that I have to give you up after this, I really wanted to keep you for more experimenting. But sometimes ya just gotta follow the guys who sign your checks. Ah well, There's still the Apples." Pinkie said, as she shifted her view to the third screen.

She looked upon the last screen with very hungry eyes. On the last screen was Applejack, tied to a bed, struggling even harder than Scootaloo was. She had already worked up a sweat trying to escape, but with her sister placed in a cage just out of reach, she would give it her all to break her bonds. Applebloom herself had filled out almost as well as her older sister, with breasts as plump as apples. "Applejack, Applejack, Applejack." Pinkie said with a sigh "You've been doing that for hours. You're not going to break through my magical metal bands. But keep trying! You look so sexy when you sweat like that! Oh ho~" Pinkie Pie tittered with sexual intent as she looked at the last experiment on her list. "Applejack/Applebloom - Pleasure to Laughter Transferal Test". Pinkie Pie then looked upon Applebloom, who had tears in her eyes as she even wondered what was going on. She had tried breaking through her cage a few times, but she wasn't as strong or well toned as Applejack either. She was afraid for Applejack as well, afraid that whatever was lined up for her was worse than her own fate. "Applebloom, you really care about your sister, Don'tcha? Well don't you worry one bit. I'm just going to fuck her. That's all! She'll like it a lot. As for you? I'm sure you'll get a real kick out of it". Pinkie really wasn't talking to anyone, they couldn't hear her. But she felt it built tension, at least for herself. Or perhaps that was anticipation.

With a gentle moan, Pinkie lifted herself from her chair as her sex left traces of her juices along her tail. She stood up straight, put away her clipboard, and pulled back her tail as she stepped out of the room and into a chrome hallway towards the first testing chamber. "Alrighty Sweetie Belle! Time to have some real fun!" Pinkie giggled as the massive metal door slowly opened just from her encroaching presence.

Upon the door opening, Sweetie Belle looked through her glass cage to see who was beyond it. At first, she was scared, but when she saw it was the long lost Pinkie Pie, she smiled and banged upon the glass. "Pinkie! Pinkie! You're ok! Did they capture you too? Please, you gotta help me! They took me and the others to this creepy place! They took our clothes and....wait". And that is when Sweetie Belle noticed Pinkie's loose lab coat and cheerful smirk. "P-Pinkie?" Sweetie Belle said with worry as her smile disappeared.

Pinkie herself just took a seat behind a desk, smiled, and looked at Sweetie Belle from the safety of the clear white chamber from the other side of the glass. The room from Pinkie's perspective had the door she came from, another door leading further into the facility, and of course, the glass chamber containing Sweetie Belle. "If you haven't already guessed. I was the one who had you brought here. Gee Sweetie Belle, I thought you'd be smarter than that!"

Sweetie Belle gasped, she still had trouble believing it despite seeing Pinkie pulling out papers from the desk to write notes on. "P-Pinkie..w-why? Why are you doing this?! We're your friends. We were worried about you!".

But Pinkie just shrugged as she pulled out a small gadget with a few buttons from underneath her coat. "Yeah I know. And I was worried about everypony too. Worried about the fact that at the end of the day, theirs usually so many moments where ponies frown and are sad. Welp, I'm here to fix that. And you're going to help me Sweetie Belle"

Sweetie Belle was frightened. More scared than she has ever been in her entire life. She shook as she took a single gulp, daring to ask a question which she felt the answer would mean something truly horrifying. "W-what do you mean? H-how am I going to help?".

Pinkie gave a light chuckle as she stood up and drew close to the glass. She bent forward and let her pink plump breasts hang down from her chest as she smirked and pointed right at Sweetie Belle. "By laughing of course. That's all I want. Is for you to laugh."

"It's a Gas!"

"Laugh? Pinkie, what are you talking about?" Sweetie Belle was deeply confused. She had no idea why her friend was doing this. What her intent was. She remembered that Pinkie left years ago to find a way to make everypony happy all the time. But surely it didn't come to this. This facility, this abduction, and even this meeting. It didn't make sense. Sweetie Belle couldn't fathom why she would be laughing at all about the situation. It was scary to her, creepy even. What was worse was Pinkie Pie herself was eyeing her naked form like a hungry animal. She usually didn't feel too self conscious about being nude in front of other females. But the way she was being stared at made her use her arms to cover her small breasts and marehood.

"What do you mean what am I talking about? It's easy silly. You're going to laugh. What's so hard to understand about that?" Pinkie tilted her head in confusion. It would be innocent and cute how she seemed so confused if it wasn't for the odd sinister intent behind it.

"Pinkie, this isn't funny. Please, just let me out. I don't even know what you're talking about" Sweetie Belle was pouting, she was shaking, she was so scared. She didn't like where this seemed to be heading. She didn't even understand what it all meant. Why would she laugh? This wasn't anywhere close to a hilarious joke.

"Ugh..." Pinkie sighed as she held up her little device. "Isn't it obvious?...hmm, no I guess it isn't." Pinkie began to tap under her chin, pondering to herself as she pressed a button on the device with her other hand. "Lemme see, how to explain it. Well, I guess it's simple really. I'm going to flood that room you're in with laughing gas."

"Laughing Gas?!" Sweetie Belle gasped, and looked at Pinkie with an angry look as she yelled at her "Pinkie! Are you crazy!? I'll just suffocate and die! Laughing Gas doesn't really make you laugh, you know! C'mon...." Sweetie Belle's rage started to subside to sorrow, her eyes starting to tear up from worry and dread "Please, this isn't a game. Pinkie, what happened to you? I'm your friend, remember? Why? Why are you doing this to me?"

But Pinkie mostly ignored her, only interested in "putting her worries to rest" about the laughing gas. "C'mon Sweetie Belle, you know me. I don't like murder or killing or anything like that. That's more if I went insane and started some deranged cupcake....thing. yeaahhhh.." Pinkie just looked to the side, feeling disgusted with herself with even mentioning such a dastardly thing before looking back at Sweetie Belle with a grin. "Anyway, I've been developing this gas for years, Sweetie Belle. It's my own special brew. It's not like what you get at a dentist's office. It really REALLY makes you laugh. I can even control the potency using the dial on this dillary do-dad! But see..." Pinkie raised a finger at her as her cheerful grin turned more cruel "The best part about all this is that the chamber you're in is enchanted in restorative magic. So even if you were afraid of dying from laughter. It won't let you. Nope, you're just going to be giggling....oh by the way. I already turned on the gas"

"What?! Pinki-" Sweetie Belle flew into a rage again, but quickly stopped when she realized if she exerted herself, she might fall prey to the gas. She hadn't even noticed if she had been breathing it or not and opted not to find out if she did. She took a small breath and held it. Trying to refrain from even talking.

Pinkie snickered at her as she watched through the glass "Awww, Sweetie Belle. You were always the cutest. mmmmmm" She licked her lips as she gave her a sultry grin "You really became a sexy mare, didn't you? No...actually. Your sister is sexy. You? Well, you're sexy too, but in a cute way. You were always so adorable with your squeaks and your smile. If I had to give it a name, I'd say you were adorasexy. That's right! Adorasexy; and I bet many a stallion get turned on just looking at you. I know I do." Pinkie opened her lab coat very slightly, to let Sweetie Belle watch as she slid her own finger from in between her breasts down to her marehood, letting her finger give her clit a few pokes "Oh yeah, I can't wait for you to take your first few real whiffs of that gas"

Sweetie Belle gave Pinkie an angry glare as she blushed, making sure to have her arms cover her nipples and sex from her view. She did her best on focusing not to breath. But she could already feel her lungs giving out.

"Oh! Was I right? Is it true? Is that why you're blushing? Hmmm" Pinkie pondered again "Or maybe it's because you're about to lose your breath. Oh, I know. Let's increase the gas's potency just a tad." Pinkie snickered as she turned the dial on her machine just a bit.

Sweetie Belle was reaching her limit. Even with her focus, she was struggling. Eventually holding her breath became more important than modesty as she brought both her hands to her mouth. But that was to no avail. Eventually she had to take a breath. And she did, she took many large breaths to recover from her oxygen deprivation. Even knowing she breathed in some of the gas. She brought her hands to her mouth again. And tried to hold it in. But as she looked back at Pinkie. Dread hit her as Pinkie gave her a crazy malicious stare.

"Happy giggles~" Pinkie said in a low sing song way

At first. Sweetie Belle felt nothing other than energy and adrenaline flowing through her. More than usual, but that was probably due to the restoration magic's constant effect. So she felt secure that she was fine. Perhaps, she always was. Maybe there was no gas. She couldn't smell it, that's for sure. And as worry about the situation began to slightly subside, she suddenly felt her body jerk. And then it jerked again, it was like her body was trying to do something. And then it happened. She could feel her mouth curl into a grin as her mouth puffed up a little more before letting out an adorable little titter "hehehe, What?! I laughed?! ngh..."

"That's right. You took in enough of the gas to be affected at least a little bit. And also, I was right! You still have the most adorable little giggle!" Pinkie said with innocent cheer in her voice.

"Why you! This isn't funny! And I won't laugh again! You'll ngh!" She felt her body jerk forward as a small grin came upon her face. She shook it off, and went back to focusing on not breathing. But she had already exerted enough air from her outburst and little titter that it wasn't long before she had to take another large breath.

"Uh oh...things are going to get hi-lar-ious~!" Pinkie said in a sing song tone, keeping her focus on Sweetie Belle's face for that smile. Ever so slightly shifting her vision to Sweetie Belle's tits, if only for their bumpy goodness.

Sweetie Belle was already starting to feel more obvious effects. Now her body was shaking on it's own. The gas was causing her to find things strangely humorous, despite things not actually being funny. She was doing her best to resist the urge to giggle. She tried to focus on her rage. Maybe if she stayed mad, she wouldn't smile. She stepped over to the glass wall and began to bang on it. "PINKIE! LET ME OUT OR I SWEAR I'LL USE MY STARDOM TO BRING ALL OF EQUESTRIA DOWN ON YOU!"

Pinkie said nothing at first. She merely leaned in, pointed directly at her, and smirked before saying "You're cute when you're angry. But you're cuter when you smile. WOOOP!" Pinkie then made a funny face at her, sticking her tongue out as she did.

Sweetie Belle stepped back in surprise as her angry expression began to twist into a happy one. She suddenly felt a stronger urge to laugh. She brought her hands to her mouth but it was to no avail. She was giggling through her fingers, longer than her earlier titter. Worst still, due to such giggling. She had to take another breath.

"See? Isn't everything better when you can laugh about it?" Pinkie tilted her head with another of her innocent smiles. Not hiding the fact that she was now beginning to show actual arousal from Sweetie's reaction as small strands of her juices began to appear on her masturbating finger.

"No..nhehehe. It's nothaha...Nothaa....NOT FUNNY!" Sweetie Belle broke through her laugh to another angry shout. But it didn't last long before she had another adorable giggle fit. There was now no thought about modesty as she tried to keep her mouth closed with her hands. She was stepping forth and back, turning herself side to side. All it did for Pinkie was give her a view of her equally adorasexy ass, small yet plump, as Sweetie giggled her little song to her. In a panic, Sweetie Belle rushed to the glass and started banging on it as her giggling slowly began to become more constant. She was screaming out "Let me out! Let me out! Please! I'll do whatever you want!" in between her giggle fits.

"Nope! This is my favorite song after all. Well...next to a certain other one. You know the one" Pinkie said with a gentle sigh as she feels a small surge of pleasure from her masturbation session.

Sweetie Belle continued to pound away at the glass. Even trying stabbing her horn into it to break it. She even tried casting a spell. But with her body betraying her, constant bouts of nonstop giggling ravaging her body, she couldn't even focus enough to get it to light up. Eventually, her banging became weaker as her giggles became full on laughter. She had to stop to clutch her sides as they felt like they were beginning to split. Even with the restorative magic, it couldn't stop the usual effects of constant guffaws. This wasn't like any kind of laughing gas she ever breathed in before. Regular gas was supposed to numb such feelings. This gas, all it was doing was making her laugh without control or restraint. Her mane and tail becoming frazzled from her constant shaking as her body began to break into a sweat as her giggly girlish squeals filled Pinkie's ears.

Pinkie walked back to her desk to grab the chair, and rolled it back towards the glass wall so she could have a front row seat to Sweetie's giggly torment. She then resumed her masturbation session as she laid back and sighed happily. she continued to observe the sexy fillyish mare laugh as her coat glistened from her sweat. "Ahh Sweetie Belle, you sound like a little filly giggling like that. If it wasn't for the fact we have to test something else. I'd be in there with you. How could any stallion resist you? I bet they get an instant boner when they see you smile like that. Yeah, Rarity could never EVER compete"

Sweetie Belle no longer could focus on Pinkie's words as she fell to her knees. She could barely form words, or more exact, barely scream the word "HELP!" through her gale of uncontrollable hysterics. Tears of mirth streamed down her cheeks as she fell to her side, kicking and screaming in laughter. It just wouldn't stop, it was like something was tickling her brain itself. She wanted to fall unconscious, but the restorative magic wouldn't even grant her that. She had lost control of her body, she couldn't stop no matter how hard she tried. Her strained snickers and stress from her body doubling over in laughter was causing her mind to melt like butter. The pain she was feeling from the constant stream of giggles was overwhelming. She felt like her sides were going to blast into orbit. She tried dragging herself back to the glass wall, but with everything seeming so hilarious now. She resigned to her fate and rolled onto her back, laughing squeaky, beautiful, sexy laughter. Her breasts shaking with every titter, her chest compressing and filling with air whenever she could take a breath before losing it to another bout of uproarious laughter. She could feel herself losing her mind as more whiffs of the gas just made things worse. Eventually, even the restorative magic had trouble keeping up as she began to curl into a ball. she entered silent laughter. Chuckling to herself as she coughed every so often.

Pinkie stopped herself from reaching climax. Watching Sweetie Belle nearly lose her mind to the gas was exhilarating to her. The smiles, the laughter, her resistances draining to nothing. Even as Sweetie Belle laid there, resigned to her fate. It only served to heat up her libido. But she knew she had to hold off. This was, after all, an experiment. "Welp, seems like the gas is a success, in more ways than one." Pinkie said as she turned the dial on her machine the other direction, and pressed a button, shutting off the gas. "Now I kinda wish that magic wasn't in that chamber. If only because it'll clear the gas from your system pretty quickly. But that's ok. Because the second part of the test is about to begin. I want you to meet your new friend Sweetie Belle, you should say hello!"

Sweetie Belle could finally feel the urge to laugh leave her. Her silent laughter soon turned to giggles, and those to titters. She slowly began to sit up, exhausted. Only feeling small urges to laugh every moment or so. She sat there, she still hadn't heard anything Pinkie said. She just sat there, silent, letting the last bouts of laughter leave her, though the trauma in her mind remained. She survived. She felt she had done it. She even felt, and this feeling only came about due to the fact she seemed to be back to normal, that maybe Pinkie would come back to her senses. Even with her own mind back. She was still terrified, and felt that there was no means to escape, so maybe if she pleaded. Maybe even if....she gave herself to Pinkie....she'd be let go. But then Sweetie Belle took the time to look around the chamber. And noticed multiple tentacles had come out through the many holes along the floor and ceiling. Her eyes opened wide in terror from the mass of swaying tendrils. "WHAT IS THAT THING?!"

Pinkie Pie smirked to herself. She knew what was coming next. And she knew the laughing gas had taken all the fight out of Sweetie Belle. Even with the restorative magic, she wouldn't be able to fight off her "Giggle Pet", as she so aptly named it. Yes, Pinkie knew if she had ran this test before the test with the gas, Sweetie Belle may have killed the "poor" thing with her magic. Pinkie realized she goofed by not putting a magical restraint ring on Sweetie Belle's horn. But hey, she really wanted to see Sweetie Belle do her best to struggle through any means she had. And now? In her weakened state? she was the perfect test subject for this mysterious tentacle'd creature. "As I said, that's your new friend, Sweetie Belle. And he's really interested to meet you!"

Sweetie Belle couldn't even guess as to what she meant. She couldn't even find the energy to stand up to at least try to find a place to stay away from them. She had laughed herself to the near center of the chamber. In the center of these tentacles. She could only hope they weren't going to tear her apart. But of course, that sort of thing was far from Pinkie's mind.

Tickly Tentacle Torment

"Pinkie...w-what are they going to do to me?" Sweetie Belle asked, despite being scared of the answer. She was still panting from all the laughter. She was too weak to fight, too weak to attempt another escape. She tried mustering a barrier to at least protect herself. But it seemed there was a certain limit on the restoration spell as it wasn't giving her the strength to even cast a small personal barrier for herself. She could see the tendrils begin to squirm about, as if looking for something. She scooched along the ground as a nearby tendril tried to sniff her out. There was still a few holes along the floor and wall that had no tentacles protruding from them. Knowing this, Sweetie Belle made sure not to drag her butt across any nearby hole in fear of it being penetrated. The tentacles themselves were slender and looked rather smooth. They seemed to also have furry little tips. Sweetie Belle could have sworn she had seen something like this in one of her creature books from her college classes. But the tips were throwing her off.

"Still can't figure it out, huh? Either that gas really messed with your mind, or you're just tired. But let me give you a hint, because I like ya! I gotta say, getting it's mother, and I use that term as loosely as possible, was really really hard. I think it ate two of the staff. Normally, ponies getting eaten isn't worth it to me. I don't like it when lives get snuffed out like that. But look at this baby go! It's amazing!" Pinkie put her leg over the other to try to refrain from masturbating further. She didn't want to lose herself to an orgasm when she was about to watch an amazing show.

"Wait...so that's..." Sweetie Belle gulped, her eyes went wide when she took another look at the tentacles. She recognized it now, even more so when some of the tentacles started to open up in a four tipped star shape, a tongue protruding and wiggling about before the mouths closed again. Seeing that, Sweetie Belle felt the cold hand of death in her throat as she somehow turned paler than her coat color. "THAT'S A PONY EATING HYDRA PLANT!" she screeched in terror, finding enough energy to get up and dart towards the far right corner of the room. It wasn't too hard for her with that jolt of energy. She started to breath heavily as she looked around for an exit, despite knowing there were none. She looked up at the ventilation shafts that released the gas. She thought about trying to tear a grate out to climb through. But surely Pinkie would just start the gas again to prevent her escape. She shuddered at the thought of her body betraying her once again to horrid cackling.

Pinkie Pie clapped in celebration, she wasn't even being arrogant or condescending about it, It was a pure congratulatory clap "Correctomundo Sweetie Belle! That IS a Hydra Plant! Yep, if I was a pony who liked exposition. I'd explain that it's a plant with a large body that protrudes many tentacles that are actually the plant's "mouths and necks". Though, unlike a real Hydra, they can't move from the spot they grow at and they can only be found in the Everfree. You'd think being stuck in one place would make them less horrifying, But they are still pretty scary, they have other ways of subduing their prey. But, again, I'm not going to explain what they are. That would be boring, I mean, Come on! YOU already know what it is. right Sweetie Belle?"

Sweetie Belle was in pure terror, pressing against the corner as her query was confirmed to be correct. She couldn't believe that this is where she would die. Right here, torn apart and eaten by a plant. If her mind hadn't shattered before, this situation certainly was putting a bat to it now. She was sobbing, quietly telling herself that somepony would save her. That surely Rarity would notice she was missing. A prince maybe?...no...as moments went on. Sweetie Belle realized the reality of the situation. And at this point. She remembered how Pinkie was looking at her, masturbating to her, wanting her. Perhaps, she thought, that if she offered herself to Pinkie Pie. She would be spared this horrifying death. "P-Pinkie...What...What if I gave myself to you, would you...let me go?"

Pinkie Pie stopped, and stood from her chair as she approached the glass to get a better view around the tentacles to see Sweetie Belle. She was confused by Sweetie Belle's words. "Give yourself to me? What do you mean?"

"I mean! I-I saw how you look at me. I-I'm..adorasexy...right?" Sweetie Belle said as she observed the tentacles. Making sure not to let herself get sniffed out by any one of them. She tried enticing Pinkie even, by sliding her fingers along her small right breast as she gave her an adorably sexy look, batting her sad eyes "If you won't let me die...I'll become...your slave."

"Ohhhhh! Now that's tempting. So tempting in fact, That I'll agree! You have yourself a deal Sweetie Belle!" Pinkie said happily, she didn't mind having Sweetie Belle as her own personal slave. That would make experimenting on her all the easier. As she would be hers and hers alone to use her to find the missing key to true happiness for everypony. Of course, that would also mean she'd have to endure any machinations that Pinkie herself would devise. Something Sweetie Belle obviously didn't care about at this point.

"Really? You mean it!" Sweetie Belle felt hope enter her heart, even if that hope was twisted by the fact that she'd have to give up her life to somepony she called her friend. Death scared her more than anything Pinkie could come up with.

"Mhmmm, all you have to do is Pinkie Promise. And do it with optimism and cheer. I want to see a smile as you do it" Pinkie said as she waited, rubbing her hand on her chin as she observed Sweetie Belle closely.

Sweetie Belle wasted no time in granting her request. As humiliating as it was, as humiliated as she felt giving herself to her now perverse and disgusting former friend, she felt if she could just survive. Maybe, just maybe. There could even be a chance she could be rescued. That she and her friends would be able to escape this miserable prison. Sweetie Belle smiled as best she could, and did the promise "cross my heart and hope to fly, stick a cupcake in my eye! There...now please...make them go away!"

"mmmmmmmm.....nope!" Pinkie said with a simple shrug of her shoulders.

Sweetie Belle freaked, with all her energy, she stood up and shouted at Pinkie with rage "WHAT?! BUT WE HAD A DEAL!"

"Yup!" Pinkie said with a smirk, waiting for Sweetie Belle's knees to shake and give way. Sweetie Belle fell back down on her butt, she still lacked energy to do anything. Pinkie relished in this, she was proud that her unicorn assistants had developed a spell that only rejuvenated certain aspects of a pony. Strength and actual revitalization of endurance not being one of them. "The deal was that I wasn't going to let the Hydra Plant kill you, and it won't! see, this is a bio engineered little critter. Created with the goal of happiness in mind. It's not so much "Pony" eating as it is "Laughter" eating. It just loves laughter, and this prototype does have a bit of an appetite. It'll probably be hungry again soon, and it'll look for it's next meal. Now hmmmmmm..." Pinkie tapped at her chin "I wonder how it's going to get laughter out of you?"

As if by command, a tentacle slipped out of a hole near Sweetie Belle. Her focus on Pinkie had made her fail to notice the slithering tendril reach for her small, soft, and dainty feet. And the moment it drew close enough, it used it's feathery tip to tickle across her right sole, making Sweetie Belle pull back her legs with a high pitched "EEP!"

"Yep, I wonder how it's going to do it?" Pinkie said as she leaned her side against the glass, tapping her foot and crossing her arms as she thought upon her own question.

Sweetie Belle was too focused on the tendril that brushed against her foot. She was going to try to muster another jolt of energy to try to run away. But her body still felt like jelly. And what was worse, more tendrils started to pop out of nearby holes as they gathered together and snaked towards her. Sweetie Belle leaned back at the corner the best she could. Staring at what was possibly her final moments. She didn't believe Pinkie Pie, she wasn't that smart nor could she have probably known anypony who could bio engineer a killer plant, this was all obviously a sick joke. And she was not prepared for it as she hid her face behind her legs and cried out for her sister. A few tentacles encroached upon the unsuspecting mare, but only one slithered close enough to touch her. And instead of brushing along any part of her body, it instead quickly wrapped around her right leg and pulled it straight. Sweetie Belle yelped in surprise and tried to pull her leg back. But it was to no avail. She was helpless against it. She couldn't even pull hard enough to make any headway against the plant. Nor did the plant care about her struggles as a few curious tendrils began to rub their feathery tips gently across her soft little foot. Along the sides, between her toes, and long strokes against the sole. Sweetie Belle immediately lost control of herself as her body responded to the teasing with immediate forced laughter.

Pinkie Pie raised her finger as she had a "Eureka!" moment "Oh! That's right! It's going to tickle the giggles right out of you! Yep, that's pretty much what it's for! hence why we call it the "Giggle Pet!". It brings joy and laughter to whoever comes close to it! Don't you feel lucky, Sweetie Belle? " Pinkie then realized something and pointed at her arrogantly "See, I wasn't lying to you"

But Sweetie Belle didn't hear her or care as she tried to drag herself away from the tickling tentacle. She didn't want this, this was possibly worse than death. And yet she smiled, she giggled, she chortled. She couldn't pull her foot away no matter how hard she tried. She started to bang on the ground with her fists as she tried to get a hold of herself. At least the gas didn't cause the maddening sensation tickling brings. And she was already tuckered out, making the tickling that much worse. "NOOOOHAHAHAHAHA STHAHAP! STHAHAHAP! PLEEASSSSEHEHEHEHE!". But the plant didn't listen to her giggly pleas. Instead it simply grabbed her other foot, and doubled the tickling.

Sweetie Belle was laughing madly as she flopped about like a fish. She was grabbing her head to protect it from hitting the ground as she continued to laugh nonstop, even her intermediate coughing didn't stop her torturers' merciless assault. Sweetie Belle didn't even know she could be tickled like this. She was releasing melodious belly laughs as the tentacles left no inch of her succulent feet untouched. And things only got worse from there. Sweetie Belle actually stopped her giggling for a moment when she felt a tentacle protrude from a hole she was over. It tapped at her navel with it's tip. Making her roll to her back.

When she did, the tickling had ceased all of a sudden. Why did it stop? Why did she care? It stopped, that's all that mattered. She took the time to take in as many gasps of air as she could as her laughter died to titters. When she tried to move her legs, they wouldn't budge. She then realized what happened. The plant let her flip on her back, it gave her some reprieve. But only because it was interested in other, softer, more vulnerable spots. Sweetie Belle looked up in horror as tentacles gathered around over her. "..no...no..please" She said in a weak and tired tone. She couldn't fight any more. She just wanted mercy. "P-pleeeEHEHEHEHAAHSHAHAHAHAHAHA" was the last thing Sweetie Belle said as the tentacles dived upon her. Going to work on her naked body. One tentacle gently span left and right on her navel. Two others swooshed along her pits. The tentacles that were tickling her feet resumed their work. And two tentacles that restrained her arms reached their tips along her neck. Making her move her head violently from side to side to escape their soft caress. "HAHAHAHAHAHAHAHAHA" She couldn't form words now. All she could do was laugh, eventually entering silent laughter once more as the tentacles never relented tickling and teasing her. Her mind was once again, nearly gone. And this time, she didn't know if she could even recover.

More and more tendrils began to explore more intimate parts around her body. They started to gently caress her nipples and underside of her breasts. Some tentacles dragged their tips along her hips. While one sneaky little tendril started to rub along her inner thighs. The tickling was unbearable, so much so that the silent snickering turned into near blood curdling hysterics. Surely if not for the restoration magic. Her body would have given out.

But Pinkie had started to notice something magical happening. All the attention Sweetie Belle was receiving was causing another effect to occur. It was hard to spot due to the distance and mass of tentacles. But she could swear that Sweetie Belle's body, aside from glistening in sweat, was also having another...more erotic reaction. Yes, she could in fact see it. Sweetie Belle was wet around her marehood, very very wet. Sweetie Belle herself hadn't realized it, but her body was turned on by all the attention she was receiving. "Oh, Sweetie Belle, how lewd. You really like all those tickly tentacles rubbing against your body, don't you? Massaging your perky breasts, I bet your nipples are so hard by now. It makes me wonder how they taste! Probably like marshmallows!"

But Sweetie Belle couldn't respond. All she could do was laugh and hope everything would be over soon. She tried her best to keep Rarity in her thoughts. But she was losing even that. Soon, she'd lose everything. And go insane. And the tentacles? They grew ever crueler still. Lifting her up and raising her tail so two tentacles can stroke her buttocks, their movement being opposite of each other as Sweetie Belle's horrid laughter turned to screaming sobs. She couldn't take it anymore. it was too much.

"C'mon Sweetie Belle. Don't be so dramatic. Oh, I know! You want to try something for me? I want to see if the plant would be satisfied by letting it have it's way with you. I promise you'll enjoy it. So come on, open your legs. Just think of the hottest stallion you can and just let it happen." Pinkie said, with quivering anticipation in her words. She had never thought about the tentacles tickle fucking Sweetie Belle. She felt stupid about how obvious it was. And while she just wanted to quench her newfound fantasy, she also wanted to see how it would affect Sweetie Belle. Pinkie Pie well knew enough how fetishes worked. All Sweetie Belle had to do was let the tentacle have her way and surely she'd see eye to eye with her whole plan.

And somehow, through her torrent of screams. Sweetie Belle had heard Pinkie Pie. She processed her suggestion. To let her first time be with this filthy creature. No... she was saving herself for her own prince in shining armor. The horrid shame, the humiliation of letting herself be used by a plant. These thoughts somehow gave way how she had let her entire life come to an end over something like this. She again thought of Rarity, and had a horrible vision of her own sister having to succumb to something like this if caught by Pinkie Pie. Sweetie Belle...she knew she had to give it one last shot. If she could focus her magic at the glass wall. Surely...She could escape.

Sweetie Belle, still screaming, turned her head just enough and chomped her teeth down on a tentacle. Immediately she was released and dropped to the ground with a thud as the tentacles shook and flailed about. Even with her newfound vigor. She was still tremendously weak from the tickling,teasing, and prodding of the tentacles. But still, she had to try. She moved her strands her hair from the front of her face to the side. And slowly stood up. She then began to slowly march towards the glass wall, to the smiling pink pony, as her horn began to glow with ferocity. All she had to do was give it a close range blast of magic. And the wall would break. Perhaps....the glass shards would kill Pinkie. At this point, she didn't care if it did.

But all Pinkie did was smile an evil smile at her and said "Shouldn't have done that....pain makes the plant go back to some of it's....baser instincts."

"I'm...going...to....kill...you" Sweetie Belle said, forcing the words out of her tired lips as she approached the glass wall.

"Doubt it...you may want to look behind you." Pinkie pointed

But Sweetie Belle didn't even hesitate. She kept moving, until suddenly. A warm liquid was splashed against her right leg,foot, and back of her knee. Sweetie Belle stopped, she knew what that was. The plant used corrosive acid to weaken or outright kill tougher prey. She hadn't realized that Pinkie hadn't removed this from this prototype. She froze right there, standing there, unable to think of what to do.

And Pinkie? She started to giggle. "Oh! there's you using that college brain of yours. But don't worry, we removed the acid from the Giggle Pet and made it into something new! Maybe it's a little redundant since the tentacles already do a good job at tickling. But we thought that somepony would be able to escape it. So what better way to-" But Pinkie Pie was interrupted by Sweetie Belle's renewed laughter as she fell to the ground. "Oh....never mind. Don't have to explain it now" She shrugged

Sweetie Belle began to scratch and wipe her hands on her legs. The acid didn't burn her at all. It instead tickled her. Like a million tiny fingers tickling all of her foot and leg. It was some sort of acid that burned in such a way that it tickled horribly. Sweetie Belle did her best to try to get rid of the acid with her palms as if it was an automatic reaction. What she hadn't realized was that the tickling would cause a terribly annoying feeling on her hands. Which made her instinctively wipe the acid on her belly. And by then, it was too late. With a happy smile on her face. She laid there, laughing as her belly spasmed from the acid. Her leg kicking from all the tiny fingers she felt was poking at it. She had no energy left.

Pinkie Pie couldn't help herself now as she saw the tentacles slowly release and spit their acid onto one lone tendril. She knew what was about to happen. And sat back down as she began to masturbate profusely. This was too good. Good enough to allow herself to orgasm. She'd just have to make sure her visit to Scootaloo's chamber was extra intimate. Which shouldn't be too hard as she had planned a more hands on approach for her.

The now glistening tendril, covered in the tickling acid, found it's target. And right when Sweetie Belle turned over and kicked her leg up in gigglish abandon. It dove right between her legs, right into her marehood, it's wetness allowing it to slide just inside. Sweetie Belle actually stopped laughing for a moment. And squeaked with an "EEP...Ngh...nhaaa". She began to moan from the sudden jolt of pleasure. The tendril showed no mercy either as it pumped itself inside of her. part of it's instinctual mannerism was to use it's acid to burn right through it's prey. But given it had been replaced, and it's original purpose changed. It found itself merely pumping in and out of Sweetie Belle's marehood like a slippery wet snake. Sweetie Belle's mind went blank as she was hit with pleasure she had never felt before. The tickling had suddenly stopped. But the pleasure was flooding her brain like nopony's business. Her body jerked, she turned, she gripped her hands as the tentacle pounded into her. "ngha....nmmmmm...MNGH..." She bit her lip as she closed her eyes, violently shaking from each wave of pleasure. she then felt a build up inside her inner walls as the tentacle rubbed against them. No...there was two build ups. A build up of ultimate pleasure. And a build up of ultimate.....tickling.

"MMMNNNNNNGHHEHEHEHAHAHAHAHA" Sweetie Belle burst into laughter as her tongue hung out, her eyes rolling to the back of her head as the acid inside her marehood did it's work. it not only made her even more sensitive to the tentacle that fucked her. But the sensations from the acid caused the most maddening yet pleasurable tickle of all. She was screaming happily against her will as her brain filled up with both mirthful and sexual thoughts. "YESHAHAHAHAHAHYESHEHEHEHEHAHAHA!" She cackled, her mind finally broken as she screamed, moaned, and laughed into oblivion as the tentacle showed no mercy to her marehood, opening it's mouth slightly enough to swish its tongue all along her inner walls. The other tentacles joining in by tickling every inch of her body, furthering the stimulation. Eventually, Sweetie Belle could contain herself no more as she finally came. A violent set of orgasms that ended her laughing with one last loud moanful scream. Finally, she could say, nor laugh no more as she laid there silently. The tentacles seemed to have had their fill as the one fucking her pulled out. The ones tickling her going back in their holes.

Pinkie herself had her own orgasm. not as powerful as Sweetie Belle's but enough to soak the seat she was on. "Totally worth it! Oh Sweetie Belle...you look so happy" Pinkie said with a soft sigh. She stood up a little awkwardly, thanks to her orgasm, and stepped close to the glass wall to observe Sweetie Belle one last time.

It seemed Sweetie Belle had finally broke. She was tittering and giggling softly to herself as the acid in her marehood and her leg still continued their work. But she didn't seem to care as she blissfully masturbated to it. "...I...I..like...being..tickled...ohhh...mnnn" Sweetie Belle's mind only knew pleasure from laughter and tickling now as thoughts of her life vanished without nary a trace. She just laid there, babbling a little like a baby as she played with herself. Something Pinkie felt was perfect.

"You looked like you really had fun, Sweetie Belle!" Pinkie said as the sweat and sex soaked mare ignored her, playing with herself in mindless abandon. "I can't wait to play with you again! But...I really gotta be going. Sad I know, but you look so happy now that I'm sure everything will be ok!". Pinkie really did seem proud of herself for letting Sweetie Belle suffer the way she did. She walked back to the table while her marehood still leaked juices. Leaving a trail on the ground. Oh yes, Pinkie was still very much turned on by all of this. She grabbed her clipboard from the table, and began to write down notes on the paper on top of it as she walked out of the room from the door to the right. Entering a set of hallways. She already knew which way to go. She ignored her passing "colleagues" as she ventured towards the next test chamber holding Scootaloo. All the while humming a tune about smiles.

Scootaloo's Lament

Pinkie began to ponder on her way to the chamber she was keeping Scootaloo in. The funder that wanted Scootaloo as her personal toy was a rather deranged mare who saw Scootaloo's figure and assumed her to be teenaged. Pinkie was tasked to use her experimentation in tickle torture to break Scootaloo for this mare as a win-win for the both of them. But after seeing Sweetie Belle finally give in and enjoy herself, laying in that chamber giggling and fondling herself. She felt that Scootaloo, her good friend, didn't deserve to suffer under a pony who'd use her yet never love her. No, she wanted to find a way to make everypony happy. And she knew Scootaloo would be happier with her. Somepony who would love her, Take care of her, and let her know how important she is. Pinkie, if she had to, could have an actual young filly brought in for this perverse mare if that's what it took to keep Scootaloo.

And as she walked, pondering on this, spinning her device in one hand as she rested her chin between her fingers of her other hand, she began to have more twisted and devious thoughts. She knew Scootaloo would never ever just AGREE to be hers. And she still had to experiment with tickle torture. But perhaps, she could break Scootaloo in a different way. Make Scootaloo desire her, want her, lust for her. Pinkie stopped, lingering on these thoughts, and took a small detour into one of the R&D labs to obtain something to help her in her task. She was going to change up the experiment a tad to get her results. But to make sure it would be an absolute success, she would need something that would give her an edge. that being a certain chemical she'd use on Scootaloo when the time is right.

Moments pass. Scootaloo sits on her chair, her arms raised up straight and binded by some sort of magical steel bonds. Her legs, bound as well, had since been propped up straight. Making the soles of her feet very visible to anypony who stands in front of her. Though, that probably didn't mean much to those who had observed her, as they mostly kept an eye on her non existent breasts and her marehood. Luckily for her, she hadn't been touched by anypony.....yet. As she sat there, contemplating escape and rescuing her friends, she heard the door in front of her open. Revealing her pink coated source of hatred. "PINKIE! YOU MONSTER! LET ME GO! RIGHT NOW, OR ELSE YOU'LL BE SORRY!" Scootaloo yelled angrily.

Pinkie said nothing. She merely stepped forward as she swayed her hips, looking seductively at Scootaloo. Like in the chamber with Sweetie Belle, There was another desk for Pinkie to write her notes on. But of course, she never really wrote anything during testing whether she was the one conducting the test or not. She just put her hand on the back of the chair and rolled it out and over to Scootaloo's side as she hummed "Winter Wrap Up".

"PINKIE! HOW COULD YOU! HOW?! HOW COULD YOU JUST CUT BABS UP LIKE THAT?! WHAT DID SHE DO TO YOU?! GRRR" Scootaloo growled when she noticed Pinkie didn't seem to care at all about her own predicament or the subject she was bringing up. Surely, Scootaloo could confirm, that the Pinkie Pie she knew was now gone. Replaced with this psychotic body double. Pinkie still ignored her as she took her seat and placed her right leg over her right. Pinkie eyed her young yet toned body. She could see that even despite Scootaloo's body didn't really adjust for her age, that her training at least made it tough and firm, a contrast to Sweetie Belle's gentle soft coat and marshmellow body. "ANSWER ME, PINKIE! OR I SWEAR..I SWEAR!" Scootaloo just couldn't keep calm in Pinkie's presence. She didn't have this outburst with anypony else, it made Pinkie silently wonder what she was even talking about.

Indeed, Pinkie took her time to silently observe all of Scootaloo's body. Her firm flat chest, her wiggly toes and tough strong soles and feet, her toned legs and body, her cute little navel, those fluffy puffy ears. She couldn't wait to get started, she was already drooling. But she then snapped back to reality with another one of Scootaloo's shouts. "Ouch! alright alright sheesh!" She rolled her eyes at her "You don't have to keep shouting ,you know? I'm right here!"

"You disgust me Pinkie. How could you just become....this? How could you cut Bab's up like that?" Scootaloo started to tear up despite her raw anger, she was having horrid visions of what could have happened to Applebloom and Sweetie Belle. If they we're even still alive. "ANSWER ME! ngh..." She realized she was about to cry, and stopped herself as she gave her an infuriated brave look "You hurt Applebloom and Sweetie Belle too, didn't you? What did you do to them?! WHAT DID YOU DO?! GRRRR!" She tried breaking her bonds, she struggled and struggled as Pinkie just waited for her to tucker out. "I'M GOING TO RIP YOU APART WHEN I GET OUT OF HERE! I MEAN IT! YOU CAN BEG ALL YOU WANT, IT WON'T MEAN ANYTHING TO ME!"

Pinkie groaned, getting tired of whatever Scootaloo was babbling about "Hold on a second Scooty Looty, do you actually think I just killed Babs? Really? REALLY? Ugh, I swear. Everypony thinks I'm going to just start punching heads off and shooting big laser beams now. It's crazy! Babs isn't dead, she's perfectly ok. She's probably having a laugh riot about her situation right now." Pinkie said as she laid back on her chair, taking a pen out from her coat and slowly rubbing under Scootaloo's right knee.

Scootaloo was to busy with her anger to notice Pinkie slowly tracing the pen down her leg to her foot "DO YOU THINK I'M AN IDIOT?! I SAW YOU CUT HER UP WITH MY OWN EYES WHEN THEY WERE BRINGING ME DOWN HERE!"

"Oh well...hmm. I guess I did kinda sorta cut her up. But not really." Pinkie shrugged as she rubbed the pen back up to the knee. Keeping track of Scootaloo's reaction, or lack thereof.

"KINDA SORTA?! WHAT DOES THAT EVEN MEAN! GRRR, ARE YOU TRYING TO SAY YOU DIDN'T ACTUALLY...GRRR! REALLY?! DO YOU REALLY THINK YOU'RE INNOCENT?!" Scootaloo tried desperately to free even one hand to strangle Pinkie, but no matter the effort, she couldn't manage it.

"Oh, nope. I'm not too innocent these days. All for the sake of laughter and happiness after all. But yeah, didn't hurt her at all. See, we have a lot of cool and neato things we're developing in this facility to make the world a better and happier place. Our guys in "Chaos R&D" developed this awesome dimensional knife that, when you cut something up with it, doesn't really cut it up, just seperates them. You see, all I did was separate Bab's body parts through portals I created by slicing her limbs up. They are all still technically connected to her, it's just you can move them wherever you want. It was all part of an experiment that's still in progress. We put Bab's head in a well air conditioned room and I gave my assistants her arms, and legs, and one assistant was really happy about getting the torso. They are observing Bab's reactions to all the poking and rubbing they are doing to her limbs right now. I'm expecting a full report on my desk tomorrow. So nope! Not dead. I'm not really the killing type. Unless you mean killing them with my good looks, hyah!" Pinkie jumped up and struck a pose as she gave her breasts a bump with her fist, making them shake like jello.

Scootaloo went wide eyed. Not dead? But, from the sounds of it, given the fact Pinkie said she was having a "laugh riot". She gathered that they were, if she was telling the truth, tickling her out of her mind while she had no way to defend herself. No way to even anticipate being touched in multiple places with no defense whatsoever. And the assistant with the torso, Scootaloo didn't want to imagine what Pinkie's assistant could be doing with that. "You're sick! How could you do that to her?!"

Pinkie shrugged as she sat back down "Hey, at least she isn't dead, right? Anyways, you're really really angry nowadays, aren'tcha Scootaloo. Something on your mind? Something bottthhhhering you?" Pinkie said slowly as she placed her pen on Scootaloo's knee, and raised it up to her right flat nipple before giving it a poke "Boop!"

"Stop it! You pervert!" Scootaloo twisted her body away the best she could from Pinkie's pen, and yet. Pinkie noticed a slight blush on her face. That was easy...

"Pervert? Hmmm" Pinkie laid back as she looked up, swinging her right leg gently to and fro. "Pervert.....Yeah, I guess I sorta became one. But I don't think that's too bad. Perversion brings pleasure, and pleasure brings happiness. I guess you wouldn't really know the pleasure part, would you? You haven't let a single stallion come close to you. Then again, I happen to know that you're more into mares." Pinkie slowly looked at her as her expression became sly "Did you like me touching you like that, Scootaloo? The fuzzy feeling of something other than your own finger sliding up to your cute little nipple?"

"No! Never! What you're doing is wrong! I'd never enjoy ever enjoy you touching me like that! It's gross!" Scootaloo barked, struggling again to break free. She's been struggling and attempting for so long to escape that sweat started to slowly dampen her coat. Only serving to entice Pinkie further.

"Never ever? Welp, that's not a really good attitude to have. But ummm.." Pinkie stuck her tongue out as she thought on her next words. When she had them, she looked at Scootaloo's face with a curious expression "You never did say you weren't into mares though. But we all know that it's not even mares. Just...A mare" Pinkie studied Scootaloo's face closely, she finally broke her angry expression for just a moment as Scootaloo looked shocked and nervous about what she could have meant.

"I-I don't know what you're talking about..." Scootaloo tensed up, she didn't want to get into this. Something about it hurt her, made her feel bitter and unloved. Pinkie knew exactly what it was, she knew of some from the news. And the rest through knowing the exact kind of pony Scootaloo was.

"Well, let me take a guess then. You joined the Wonder Bolts and entered their training program under Captain Rainbow Dash. You studied hard and worked your body to it's limit. No...beyond it's limit to make up for your wing problem. You made her proud by perfecting all the written and physical tests that didn't require flying. I'm hitting the mark so far, right?" Pinkie asked, that sly devilish look still on her face.

"...Shut up..." Scootaloo said in a low growl. It was obvious that she was getting increasingly anxious and afraid about what Pinkie was going to say next.

"Hold on! Hoooold on! Not done yet. Let's see...Everything was going fine. You had the absolute respect from the pony you idolized for years and you we're acing your tests....up until the flying tests happened. You're able to fly now with those itty bitty wings of yours. But you're not very fast or agile when it comes to zipping around. Things got tough, but Rainbow Dash kept letting you slide through the tests anyway. Probably out of pity" Pinkie's expression went from sly to a frown as her tone became more emotionally heavy. She noticed Scootaloo was hanging her head, the memory really hurt her soul enough for her to have her mind overwhelmed with terrible feelings. She couldn't find the will to tell Pinkie to shut up again.

"Then the final test happened. A racing tournament to pick out the six best and most capable cadets to be official Wonderbolts. And that's where you failed so hard where even Dashy couldn't pass you. In fact, she called you into the office later that night." Scootaloo winced when Pinkie started to get close to the end of the tale. The soul shattering end of Scootaloo's hopes and dreams. "You we're going to throw all the chips in right then, right there. You were going to confess your love for her, you wanted her to love you. You wanted to show her what your dedication to her for all those years meant. You wanted to be hers. In fact, you might be as perverted as me. Because I can tell, you took off your clothes right in front of her. You wanted her to take you right then and there. For her to be the one to take your virginity..and...ngh...hehehehe" Pinkie tried to stifle her giggle, but it was just too funny to her "And, I'm really sorry Scootaloo. But it's pretty funny that she turned out to be straight. Right?...I mean, what happened to you is super sad and I want to fix that. But, still....preetttyyy funny. I always thought Rainbow Dash was into mares all these years, sheesh, you really think you know a pony."

"SHUTUP!SHUTUP!SHUTUP!SHUTUP!" Scootaloo screamed in repetition, she thrusted forward to yell with all her might to just stay quiet. Her tears of sorrow so dense that they flew forward and landed on Pinkie's cheek, neck, and breast. Pinkie dabbed her finger where the tears had hit her right breast and slid it along to the left before sliding it up her neck to her own cheek. It was like, despite her own twisted mind, she could feel the intense melancholy in Scootaloo's soul. She wanted to relieve her of this pain....in her own screwed up way.

Scootaloo continued to yell the same words for another few moments. Telling Pinkie she was wrong. This feeling was so intense for her that she just continued to audibly deny that she was cast aside by her hero. Nothing else mattered right now but to show Pinkie how wrong she was. But the pink pony was easily disregarding her words. It was like she was waiting for something. Waiting for just the right moment.

And then it happened. When Scootaloo went to take another breath, Pinkie leaned forward and pressed her right hand on top of Scootaloo's right flat breast and let her fingers slide along the slick, firm, sweat filled coat until she was giving her nipple a gentle pinch. This action caused Scootaloo to gasp, allowing Pinkie to bend forward and lock her lips with hers. Giving her a passionate kiss, rubbing her tongue slowly along the top of the stunned young mare's tongue. When Pinkie pulled back, there was a thin strand of saliva between their mouths. Pinkie gave a seductive gaze towards Scootaloo, who she had noticed was blushing deep red, staring blankly right back at her. Pinkie gave her nipple one more gentle pinch before sliding it along the top of her chest, the side of her neck, and up to her cheek, causing Scootaloo to tense further as her breaths became more labored.She took a moment to wipe Scootaloo's tears away with her fingers before letting her palm rest on Scootaloo's cheek. giggling at her as she had her full attention "You know Scootaloo, unlike Rainbow Dash. I have a lot of love in my heart for every pony, especially for my best friends...like you. I don't want you to suffer. I love you Scootaloo, I can give you what Rainbow Dash can't. I don't see you as a kid like those stallions do. I don't see why there has to be a boundary between two mares loving each other. Just agree to be mine, and things will go so much smoother for you" Pinkie was sliding her hand back down Scootaloo, letting her fingers glide along Scootaloo's side. Scootaloo was so stunned that it wasn't until Pinkie rested her palm on her marehood and brought her finger further down to the bottom of her rim. When she placed her finger in the right spot, she felt Scootaloo's clit wink out at her. She gave it a poke, causing Scootaloo to jerk forward with a pleasured moan.

Unfortunately...or fortunately for Pinkie. This snapped Scootaloo out of her trance. Immediately angering her once more. "you disgusting pervert! YOU MONSTER! I CAN NEVER EVER LOVE YOU! YOU'RE NOT THE PINKIE PIE I REMEMBER! YOU'RE JUST A SICK FREAK! NO MATTER WHAT YOU DO TO ME! I'LL NEVER EVER GIVE IN!"

"That's ok, because I'll only take that as a challenge. I'm going to be doing this for your own good Scootaloo" Pinkie said as she stood up, and brought her hands together as she menacingly wiggled her fingers like a spider. "You'll thank me later. We can consider this a sports exercise for working those muscles. hehe!" She snickered, Scootaloo tensing up when she realized what was going to happen to her.

Scootaloo's Joy - Part 1

Pinkie walked over to Scootaloo's side as she pulled her desk chair along. But when a curious thought entered her head, she stopped and placed her right hand on Scootaloo's head and began to gently scratch, very carefully giving her a soothing rub behind her ear. "I really mean it Scootaloo. I know how your life has been, growing up is hard. " Pinkie was staring blankly at the wall as she spoke. She felt an inkling of her former self as she empathized with Scootaloo "All that training wasted. Your mentor, friend, and potential lover not being into you. And even your friends....I mean, Sweetie Belle became a pop idol, leaving you behind. And despite the fact she stayed a virgin, it was only by her choice. She was still getting stallions to do what she wants like her sister would. And that fairy tale dream she had would have faded eventually and she'd have just picked some boy toy to marry. Somepony who would fall hopelessly in love with her. Somepony she can use on her own whims. Then there's Applebloom, not really sure too much on her other than the fact that her work schedule meant less time for you two to hang out. You tried adjusting your training schedule for her but it never seemed to click, and she never seemed to have the time to support your dream. And you Scootaloo? You're not a virgin by choice. You were saving yourself for that special somepony. You worked all your life for her....and it fell apart. I feel for you, I really do. So come on, what do you say? I could really use a personal assistant to help me out, and I'd really love it to be you."

Pinkie could feel Scootaloo tense herself, she felt it right as her ear twitched against her hand. She knew she was thinking about it. If only for a moment, she had probably considered it. But it only took a moment for Scootaloo to retract her thoughts and deny Pinkie Pie her wish. Pinkie knew it'd happen, if only because Scootaloo still had honor and integrity. Something she herself gave up long ago in her pursuit of happiness. To bring joy to all. And she didn't mind Scootaloo's choice either. No, because she knew she'd have her eventually. This would only make things more fun for her, that's all.

"Like I said..." Scootaloo said with stern will "I'll never give in, I'll never betray my friends. Once I get out of here, I'll tell Princess Celestia herself what you're doing here. And then? Boom! You're done"

"Ahh well" Pinkie shrugged as she pushed her desk chair behind Scootaloo's chair. A chair designed to have holes in particular spots for the sitter's torturer to bring their hands through them to tickle various spots of the ticklee. Pinkie noticed that Scootaloo's wings were visible through a large hole. She was tempted to just pluck a feather out and dance it along her own nipple. But she had to keep such thoughts out for now. She had to focus on Scootaloo herself before she indulged herself. But how to start? "let's start with something gentle, shall we? Can't go all in just yet!" Pinkie brought the fingers of her right hand to her mouth and spit a glob of spit on them. She then reached her arms into two holes that were on either side of Scootaloo and brought her hands to the front of her chest.

"Really?" Scootaloo looked helplessly at the hands as they approached her chest, she knew their intent. She realized that no amount of shouting would get Pinkie to stop. So she'd have to focus on resisting her until she could figure a way out. "You're going to tickle me? Seriously? Fine, waste your time. because we both know you don't have a lot of that left"

Pinkie snickered "That's adorable, you really think you can escape? C'mon Scootaloo, you're supposed to be the one laughing. Don't tell such funny jokes. Speaking of funny....cootchy cootchy coo!" Pinkie placed her slippery, saliva drenched fingers on Scootaloo's chest and rubbed along her nipple . She let it gently glide along in circles while wiggling her finger when she passed over the sensitive areola while giving her nipple a gentle flick. This wasn't truly meant to tickle. It was meant to arouse and distract. Pinkie's other hand however, was digging in between Scootaloo's ribs, sometimes poking the ribs themselves to illicit a reaction.

Scootaloo jutted forward, trying to escape Pinkie's fingers. But her bonds kept her in place. All she could do was grit her teeth and refuse her even a smile. She was letting out a few strained grunts as she felt her body was being hit by electric like jolts that tried to get her to smile. Luckily for her, her training gave her a strong body and thicker coat than somepony like Sweetie Belle might have. The thing that bugged her more than the tickling however, was Pinkie molesting her chest like that. Still, She could resist tickling like this, it wasn't too hard if she focused. That would do for now. "Heh, is that all you got Pinkie? You got pretty bad at this. And you're not the only one who knows and remembers things. I know how you get when you really screw up something. And you're really screwing this up. Why don't you just give up and leave? Or can you handle knowing how much of a failure you are at this?"

Pinkie...the old Pinkie...may have felt hurt from that. But this Pinkie? It only made her try harder. "Nice try Scoots! I mean really, nice try! If it was the old me? I'd probably be crying and sobbing and stuff. But sorry to say, I'm never going to stop until I get what I want. Now come on, how about you just relax and have yourself a giggle or two, huh?" Pinkie decided to rev things up a little. While her tickling hand still continued on Scootaloo's ribs. The hand fondling her non-existent breast moved back into her armpit. With Scootaloo's arm raised up, it was all too easy to press and wiggle her fingers at her tender flesh "Come on Scootaloo, just let it out. You'll feel a lot better if you do!"

Scootaloo tensed even further. Only bucking in her bonds with a few jerks before finding the strength to relax herself. Or rather relax herself the best she could. She was gritting her teeth and closing her eyes as the near electrical feelings of Pinkie's fingers surged through her body. She was doing the best she could not to smile, and while it was difficult, she was able to do just that. All she had to do was keep her mind clear. "Did somepony open a window or something? Because this is a breeze"

Pinkie could tell what Scootaloo was trying to do. She could see that she really felt she could be deterred through failure. Pinkie however, would not be denied. Her solitude had long since broken her of the fear of failing to bring happiness. And her goal had only filled her with unfaltering determination. Without saying another word. She had moved both her hands to her armpits and tried tickling there. But Scootaloo resisted. She tried tickling at her belly. But Scootaloo resisted. She even leaned in to tickle at her inner thighs. Which only had a slightly better effect on Scootaloo as she shook in surprise. In fact, although Pinkie couldn't see it. Scootaloo had cracked a smile from her soft inner legs being kneaded expertly. But she still held back from giggling. She didn't even snicker. "Just give up Pinkie! You'll never break me!"

"Wew!" Pinkie leaned back and put her hands to her hips "Gotta admit Scootaloo, you're pretty tough. I remember when you were a foal and you'd just laugh until you were beet red whenever I got my hands on you. But I admit, you really grew up. You're not my ticklish little filly anymore......." Pinkie was only being wordy however, she wasn't about to give up. She started to give it some thought on where Scootaloo could be ticklish. It could be her marehood. But if it was, she wouldn't be broken so easily since it'd instantly be pleasurable to her, not to mention that Pinkie was saving that for phase two of her plan.No, she had to find a place that would blast her into hysterics. And after another moment. Pinkie saw it, her target. It was her wings. Her still undeveloped wings. Pinkie would have never thought of tickling the wings of a pegasus pony before. But as she saw Scootaloo flap it around a few times. It hit her that the wings might be as sensitive as she used to be. An unorthodox place to be sure. Especially since the only other place Pinkie had yet to try was Scootaloo's feet. And she had special plans for those later.

"Give up Pinkie? Are you finally going to let me go?" Scootaloo asked, turning her head, trying to get a glimpse of Pinkie Pie.

"Nope...I actually want to try something." Pinkie reached her right hand onto Scootaloo's wings and plucked a feather, illiciting a sharp yelp from her.

"Ngh! Hey! What are you doing bac-NGH!" Scootaloo moved her head to the side when she felt Pinkie swishing a feather inside her right ear. It was so soft and her ear so sensitive that she had to pull away. "What's the big idea?!"

Pinkie giggled adorably, she believed she found her target. And with a feather in hand, she began to brush it along Scootaloo's neck. Again making her try to pull away. "It's soft, isn't it? Your little feather from your tiny wings. But it's still not enough to get a laugh out of you. Which got me thinking..." Pinkie said with a snicker as she continued to tease at Scootaloo's neck and ears, keeping her distracted. "What if your wings never grew up? What if my giggly little friend is still right there? Staring at me?"

"What in the hay are you talking ABWEFWEFDS" Scootaloo nearly lost herself. Suddenly, her body was being hit with a feeling she hadn't felt in a long while. Immediately her mouth twisted to a grin. She leaned forward the best she could to escape the tickling Pinkie was bringing to her. Doing her best to hold back the floodgates that kept in her giggles. "W-What a-are you..NGh...doing back there?!"

Pinkie was playing with her wings. Digging into her wingpits, and sliding her finger along the wing span. Gently pressing along the top part of her wings where the bone was "Trying to find the little pegasus I used to know. Come out come out little pegasus! I know you're there! Come out and pllaaaayyyy!" Pinkie said in a sing song way.

Scootaloo couldn't believe it. Her wings?! Her wings once again bringing her shame and doom as she had failed to realize how sensitive they were. She wished she had more movement. She wish she could kick her legs or pinch herself to get the intense feeling to calm down. She was smirking against her will as she bit her lip. Letting out sharp breaths that nearly sounded like titters. But she couldn't relent. No matter how hard Pinkie tickled. She couldn't relent. One mistake and she'd never be able to stop. She just had to keep her eyes closed and focus.

Pinkie however, had one more trick up her sleeve to get things started. She stood up as she continued the tickle assault on Scootaloo's back and wings. She leaned forward ever so softly, and bit down gently on Scootaloo's ear as she reached her tongue out and very sensually licked along the inside. "Scootalooooo...laaauuugghhhh, Scooootaloooo"

"nghhhee..nooNOOOAHAHAHAHA! NHAHAHAHAHAH!" Scootaloo's concentration broke when Pinkie lick-assaulted her sensitive ears. And with her concentration lost, she found herself unable to retain it as Pinkie cruelly continued the tickle torture on her wings. Scootaloo twisted in her bonds. Pulling left, Pulling right. But nothing she did could shake anything loose.

"There we go! There's my giggly little filly! Awww, you're just too cute when you giggle like that! You want more, don't you? Of course you do..here you go!" Pinkie, knowing Scootaloo would have great trouble calming down now that she had finally broken into giggle fits, started to assault parts of her body she had previously tickled before. Without her fortitude, even Scootaloo's chest became quite ticklish. Pinkie didn't mind at all, the more ticklish, the better. She expertly kept Scootaloo in perpetual laughter. In fact, Scootaloo was JUST laughing. She wasn't begging or anything."Soooo adorable!" Pinkie said as she slid her finger comfortably into her navel and span and poked along and into it.

"I'LHAHAHANEVERGIVEUPHAHAHA-ICAN-TAKETHIS-HAHAHAHA!" Scootaloo laughed out. She was strong indeed. Pinkie thought she was the only one who could tolerate tickling. It turned her on to be honest, she always wanted to tickle a mare who would just laugh without immediately screaming for it to stop. It made the laughter sound more pure.

"You can? That's really good. I mean, I could take this too. So it shouldn't be too much of a problem. In fact, why would it be? You sound like you're having a great time. You're really enjoying it, huh?" Pinkie taunted as she kept up the tickling back on Scootaloo's aerolas and nipples. Pinching and teasing them as she pressed her face against Scootaloo's wings and enjoyed the ticklish feeling on her face as she licked along her most ticklish parts.

Scootaloo, who was already drenched in her sweat from trying to escape, had yet another damp episode as her laughter became a song in Pinkie's ears. She continued to put on a strong front. But she could feel her mind at least wishing for it to stop. The feeling was too intense for her to contain her constant stream of mirth. and it'd only be a matter of time before she even considered giving in. "I'MNOTHAHAHAHAENJOYINGTHISHAHAHA!J-USTBECAUSEI'MLAUGHHAHAHINGDOESN'TMEANHEHEHEI'LL GIVE...IN....HAHAHAHAHA! I NEVER WILLHAHAHAHA"

Pinkie could feel it. She could feel her strong aura keeping her from breaking. But then, she herself would never stop either. All she needed was Scootaloo to beg for it to stop to move on to phase two. "Really? You're not enjoying this? If you weren't, then why are you laughing? I guess I shouldn't stop until you can prove to me you're not enjoying it. And I guess the only way to do that is to stop laughing!." Pinkie jeered at her as she rotated the tickling process from Scootaloo's pits, chest, neck, tummy, navel, and inner thighs as she used her tongue to lick all along the top of Scootaloo's wings.

Scootaloo couldn't resist nor anticipate the ticklish feelings surging through her, and she was losing some of her composure over Pinkie's taunting. She couldn't truly focus while she laughed and Pinkie rotated the tickling at a random rate, which meant she could never truly anticipate where Pinkie's fingers might be as her body got teased and molested. It was humiliating, given the huge grin on her face and Pinkie's assertion she herself was having a good time. One would almost think Pinkie was right considering the girlish giggling Scootaloo was doing . But all it was was laughter generated through tickling. Why did tickling have to cause laughter?! Scootaloo could only hold on to that thought for a moment before feeling Pinkie's tongue right in her rightmost wing pit, right on the underside of her feathers. She was breaking into hysterics now. While the feeling on her body was maddening. The laughter was causing her sides to burst. In her mind, she had realized she wasn't going to be able to stop laughing now. And any sounds of mirth was a win to Pinkie. She had to hold out. She just had to!

"It's so interesting Scootaloo, Really it is!" Pinkie said as she slid one of her hands out of the hole to poke and prod along her wings. Scootaloo was doing her best to try to escape it, but she was just stuck there, forced to laugh hysterically as every part of her wings were tortured. "I would have never ever guessed this was so ticklish. Wings? Really?" Pinkie giggled "I always thought they could be used to pluck a feather out for gigglish fun. Not to BE tickled itself. Ironic, isn't it? Isn't it funny? Doesn't it make you want to laugh!" Pinkie brought her other hand out, and put on another full on assault on her wings. All over her wings. "I knew, I just knew, that there was still some part of the old Scootaloo in here. Should have been obvious from the start it'd be your wings! Tickle tickle!"

Scootaloo was starting to lose her nerve. She tried one last move to restrain herself. She tightened all her muscles, and clenched her teeth hard. For a little bit. Her laughter came to a halt. The only problem was was Pinkie was relentless. She wouldn't stop assaulting her wings. "HnnnnnnnnnngggMMNNNNGGGHHH!" Scootaloo looked forward in determination, her mouth closed, she had to do it. She had to do it! Despite her body finally starting to ache, despite tears finally coming down her eyes from the tickling, despite it all. If she could keep herself from laughing again. She would be able to survive.

But Pinkie wouldn't stop. Instead, she just leaned her face in. And started nibbling at any substantial part of her wings as her fingers did the work on her wing pits. And that's all it took. Scootaloo spit out hard a glob of saliva before laughing harder than she ever had before. And still, Pinkie didn't stop. Her struggle was pointless, and she was afraid that she might lose her mind to the maddening jolts Pinkie's fingers were sending. And even though she had a strong body, even it wasn't immune to eventually feeling the gut busting power of laughter. She had to think of something. She needed a moment of clarity. And the only way to get that moment was...

"OKHAHAHAHA,OKHAHAHAHA! I GIVE UPHAHAHAHA! STAHAHAHAP ALREADYEHEHEHE!" Scootaloo called out, and to her surprise. Pinkie stopped after another moment. Pinkie didn't say a word as she stood up, dragging her desk chair with her as Scootaloo's laughter died down to titters, and then eventually heavy breathing. At this time, she had to think of a way to beat Pinkie before she revved up for round 2. "A trick maybe? Maybe she had a key in that lab coat, maybe I could reach with my hand by getting her to lean in on me and-" Scootaloo was thinking these thoughts in her mind, but found herself stopping on the last bit. It made her feel off. Pinkie was practically in the nude except for that small lab coat. She felt a small unexplainable urge in her nethers from that thought. But then something happened that really threw her off. She could suddenly move her right arm. It was released from it's binding. When she looked up, She saw Pinkie moving her desk chair to the front of her feet. She then pulled out her little device and pressed a button. Scootaloo's legs started to part just a little, the chair she was on splitting from the center where her legs rested. It gave Pinkie an unrestricted view of her marehood.

"WHAT ARE YOU DOING NOW?!" Scootaloo angrily barked. She had immediately given up on her thoughts of escape as she stared at Pinkie enjoying the view.

"Just feeling a little humbled that you really dig me" Pinkie said with a snicker

"Dig you? Really?! REALLY?! WHAT MAKES YOU EVEN THINK THAT?! WHAT'S UP WITH FREEING MY ARM ANYWAY?! YOU WANNA ARM WRESTLE OR SOMETHING?! C'MON PINKIE! YOU LIKE GAMES RIGHT?!" Scootaloo realized she was screaming every word. She also realized she may have had a way to bait Pinkie Pie. She gave her a sly grin, and spoke in a more smarmy tone. "C'mon. Let's arm wrestle. You win, I'm all yours. I win, you let me out of this Tartarus pit. Whaddya say?"

But surprisingly, Pinkie shrugged "Not interested, but you are Scootaloo. Oh..you really are. You've been winking at me since I sat down"

"Winking...what?" Scootaloo noticed where Pinkie's eyes were looking, she looked straight down and noticed her marehood was continually winking at Pinkie. Her clit becoming visible for seconds before disappearing back in for only a tiny moment. "W-what? How can...I?....NGH! STOP STARING!" Scootaloo blushed hard as she tried to close her legs. But it was to no avail. "IT'S NOT WHAT YOU THINK! IT-'S...IT'S....ERM..." She tried to quickly think of a reason. She dreaded the thought that she was actually...aroused by Pinkie Pie "...erm...f-rom all that touching...it's...normal"

"Yep, it is normal. It's normal to enjoy all the attention from somepony you find attractive." Pinkie said as she reached into her coat. Pulling out a strange jar and a paintbrush.

"A-ATTRACTIVE?! You?! Yeah right! Keep dreaming! Rainbow-..." She stopped, she looked away in shame when she realized who she was about to say. Rainbow Dash was indeed attractive. But she wasn't attracted to her.

"...Poor Scootaloo. Look, I'll tell you what. For this round of tickling, I'm going to let you have a little fun yourself. And then? Well, we'll see where the day takes us." Pinkie said with a giggle as she opened the the jar and dipped the paint brush into it.

Scootaloo looked back at her with a scowl as she tried to present herself as threatening despite being covered in sweat from laughing too much. She had grown a tad fatigued from the torture she had just been given. But she could still take Pinkie out if she had the chance. "Let ME have fun? How? Is that just another way of telling me I'm going to laugh some more? And let me guess, that stuff is going to make me more ticklish? Isn't it? tch, I never knew you for cheating Pinkie. Maybe I should be the one tickling you. I bet I'd be better at it then...you..are" Scootaloo's words slowed as she realized what she was saying. She couldn't let herself think such thoughts. It was just the arousal talking. That's what she felt it was. She only ever felt like this before when it came to Rainbow Dash. And of course, Pinkie cheated. Of course ANYPONY would feel aroused in this sort of situation. Right?

"Teeeempting. We could make that a thing, maybe. But, nope, not right now. It's Scootaloo time after all. And nope, this stuff doesn't do anything to you. It's just sugar glaze. Hehe, some habits just don't die." She was of course referencing her time baking with the Cakes. "As for you having fun? Yeeeeah, you're gonna be laughing a lot. That's for sure. And nope, begging won't get you out of it this time. No, this time? You're going to be tickled on your cute little feetsies. They should be sensitive and soft from that sweat. And the only way to make it stop?" Pinkie gave her an evil glare as she licked her lips "...Is to orgasm"

Orgasm? Scootaloo turned pale when she realized what she meant. She raised her hand and stared at it. Pinkie expected her to masturbate while being tickled.

Scootaloo's Joy - Part 2

"Y-you've got to be kidding..." Scootaloo was confused, there was no way that is what Pinkie meant.

Pinkie held up the glazed tipped brush and waved it left and right for Scootaloo to see "I'm not. And I know what you're thinking. Why would this be part of the experiment. Why not just shatter your mind? Why did I stop when you said you gave up? It's all really simple actually. I can explain it in three parts. One, you gave up early because you wanted to try to ruse me into letting you go or something. Two, because you were afraid you were enjoying it TOO much. And three? You were secretly interested to see what the next phase is. So, with that in mind, I decided to give you what you wanted because I can" Pinkie Pie gave her quite the sexually charged stare when she said that last one.

Scootaloo blushed hard. Blushing wasn't the reaction she wanted or could really notice she was doing, but she did knowingly roll her eyes at Pinkie "Please! That's stupid...erm..sure that first one is true. But there's NO way the other two are!"

Pinkie snickered to herself as she eyed Scootaloo's winking marehood "Funny, from where I'm sitting. It looks plenty true to me...so then..." Pinkie slowly starts to bring the brush closer to Scootaloo's right foot. As she brought the brush closer, Scootaloo's foot tried to pull back, as did her toes. "Let's get started and see if I'm the liar...or you are."

"Ngh....B-bring it on! This time, I'll show you that you can't get me to give up this time!" Scootaloo growled at her

"And then what?" Pinkie asked as she had the paintbrush hover across her sole.

"Then...what? What do you mean?" Scootaloo asked, confused as to what she could have meant.

"You don't give up and.......what? Like I said, I'm never going to stop. And even if I did, what then? You can't escape from here, and if you tried? Well, things would probably get a lot worse for you. The way I see it, you don't really have much of a choice. So I really don't get why you're being all brave and stuff. It's cute, I'm not gonna fib. But we both know how this is going to end. The only thing we don't know is how long that's going to take." Pinkie noticed Scootaloo had no answer to this. Scootaloo had mentally felt she could escape, fighting and obliterating everypony she could. But how was she going to do it? Where would she run to? How would she even rescue her friends? Would she?

Of course, Scootaloo didn't have time to complete these thoughts as the brush came into contact with the bottom of her right foot. She bit her lip and braced herself, expecting horrid tickling. But that's not what came. Instead, Pinkie was taking long,firm, relaxing strokes with her brush. Scootaloo had no idea why it didn't tickle her into hysterics. It was instead very calming, like a foot massage you'd get at a spa. "W-what are you doing now?" Scootaloo said with a shaky voice, doing her best not to let out a moan. The feeling was so nice that she didn't want to be caught sounding like she was enjoying it.

"Well, the paint brush is filled with sugar glaze. It's too heavy to do any real tickling. I'm an expert at it so I'd know. But yeah, it would only really make you wiggle around a little. So I thought I'd make it feel nice while I coat your entire adorable foot in liquid sugar. It feels nice, doesn't it?" Pinkie snickered at her, giving her a cheery grin.

Scootaloo didn't say a word, she just huffed to hide another pleasured moan as she looked to the side with disdain. She didn't want to look at Pinkie at all. And if she could hide her marehood? It would be all the better.

Pinkie started to gently brush between her toes, and then along the tips. She kept going while Scootaloo pretended not to care until her entire foot was dripping with liquid sugar. "There we go, all coated and ready to eat!" Pinkie said. Though, unbeknownst to Scootaloo. She not only meant that for her foot, but also her increasingly aroused libido. Scootaloo was starting to get damp down there.

"Pinkie, did you even think about our friends at all? What about Twilight? What about Fluttershy? Rarity? You know, your friends?" Scootaloo said as she began to worry more and more for her poor tender foot. Pinkie's eyes went from her marehood to her toes. Her expression was that of a hungry animal, and it was unsettling. Surely she could stop Pinkie by making her think of her friends back home.

But that was a foolish thought. Pinkie cared not for anything but her own machinations at this point. Scootaloo squirmed about in her seat as her own useless point became a thing of the past. Pinkie Pie was sucking softly at her big toe like it was a baby's pacifier. She held the foot with her hands to keep it from wiggling too much. Although she was also tickling it's sides with her fingers. Scootaloo started to chortle and laugh, her will not strong enough to handle Pinkie's expert tongue as it tortured her toe. No matter how hard she wiggled her big toe, she couldn't stop Pinkie from treating it like a sucker. She reached her hand towards her to grab her hair and pull it, but it wasn't long enough. "PINKIEHEHEHEHEHESTHAHAHAHAP!" Was all Scootaloo could say as her foot was teased and licked. If she just had more time, she was sure she could come up with something to fool Pinkie.

But Pinkie didn't stop this time. She meant what she said. "Ah ah! That's not going to work, Scootaloo. You already know how to get me to stop. In the mean time, I'm just going to continue tasting this delicious foot!". Pinkie started to kiss the bottom of each toe before she took all of them in her mouth and started suckling, rubbing her tongue deliberately along the toppest part of her sole. Pinkie using her left hand to rake across the bottom of Scootaloo's other foot.

Scootaloo refused to give in. She slammed her hand multiple times against the chair as she tried to regain SOME composure. But it was to no avail. Like her wings, her feet were incredibly sensitive. She had a wide smile on her face as she threw her head back to let out spasms of heavy laughter. Pinkie wasn't relenting, she was enjoying her toes so much that saliva started to trail down her feet. "PINKIEHEHEHEHAHAAHAHA! PLEEHEHEHEASEHEHEHAHAHA!". She couldn't handle it. It was worse than even her wings! She had to get Pinkie to stop. She didn't want her mind to snap from something so juvenile.

Pinkie only moaned softly as her tickling fingers began to press and massage her foot instead. But the tickling from her mouth never stopped as she finished sucking the sugar off of Scootaloo's toes and began to take long, ticklish, deliberate licks from the middle of her sole and up towards each toe. Scootaloo was having giggle snorts, she closed her eyes tight as tears started to break out from under her eye lids. This had to be a bad dream, it had to be!

But Pinkie? She cared not for Scootaloo's suffering. It was only tickling after all. It brought happiness and joy! Especially from her cute giggly friend. At this point, Pinkie was zig zagging her tongue down and up Scootaloo's sole before kissing and sucking along the ball of her foot. Scootaloo's never ending mirth only serving to fuel Pinkie's resolve and libido. Even when Pinkie was done with the sugar. She was still taking her time to slurp sloppingly at Scootaloo's foot. She couldn't get enough of the taste, nor could she get enough of Scootaloo's giggling. Scootaloo was turning her head left and right violently, trying to shake the feeling off. She was trying to reach over and smack Pinkie. Something! Anything had to work at this point!

After twenty minutes. With Pinkie changing to Scootaloo's other foot to suck and taste it as her magic fingers went to work sliding and poking at Scootaloo's drenched foot. Pinkie could feel heavy amounts of her own saliva within the low cut coat around Scootaloo's feet. Her snacking had left an impression, which she used to make her fingers' tickling and gliding that much easier, which only served to send the filly into new heights of hysterics. It wasn't long that Scootaloo went from begging to trying to execute a plan to just begging for it to stop. Thankfully her mind was still intact, but if she didn't do something soon, she felt she would crack under the tickling and become some laughing clown for the rest of eternity. "PINKIEHEHEHEPLEASEHAHAHAI'MSORRRYEHEHEHEI'LLDOWHATEVERHAHAHAYOUHAHAHSAY!" Scootaloo begged.

Pinkie stopped her slobbering to answer Scootaloo, but not before she went to replace her wet tongue with just her other tickling hand. "No can do Scootaloo. You're too special to me to just let you give up without indulging yourself. You know how to get me to stop"

Scootaloo couldn't answer, the tickling had gone on long enough to make her tortured feet hypersensitive. She was just laughing in abandon from all the attention her girlish feet was receiving. But still, she felt Pinkie had underestimated how durable her mind was.

But perhaps her body wasn't. Her laughter was causing her lungs to eventually burn and her stomach to feel that all too familiar side splitting pain. Scootaloo still tried to hold on as she laughed like she had heard the most hilarious joke in the universe. At this point, Pinkie had gone back to tongue licking as she used her hands to massage Scootaloo's other foot once more. However, this time. Scootaloo was so lost in giggle fits that she didn't realize the surge of pleasure Pinkie had released into her from her massage. When it did start to register, Scootaloo was letting out little moans in between her crazy laughter. And yet even then, It just never stopped. She could feel herself slowly begin to lose it now as it just felt like it was getting worse and worse. As she got lost in her own forced uncontrollable mirth, she dared reaching her hand down to her snatch. What she felt however, had ended her laughter for a moment. It was drenched...drenched in her own liquid sex. She didn't realize it until finally touching herself down there that she was actually heavily aroused. Which explained why Pinkie's newest massage in the seas of tickling had increased feelings of pleasure. But this moment of clarity only lasted a moment before she was overwhelmed from the ticklish feelings again. "HAHAHAHAHA!NGHAHAHA! F-FINEHAHAHA!" She yelled out, referring to Pinkie's ultimatum.

Scootaloo finally gently plunged her middle and index finger into her hole. Letting it rub gently on her clit first. The moment she touched it. She spasmed upwards in a loud moan before falling into giggling fits once again. Pinkie noticed this, and now that she was finally getting what she wanted. She started to very slowly ease off the tickling. So slow that Scootaloo didn't notice as her arousal increases at the same proportion. Pinkie knew she was enjoying it, even if she hadn't fully accepted it yet.

Scootaloo herself was still caught in a wave of ticklish laughter as she slowly began to touch herself. Despite some intermixed moans, she realized if she didn't do this quickly. She would go out of her mind. She just had to get it over with...right? That's what she needed, right? Masturbating to Pinkie's masterful play of her foot like it was some sort of instrument was just a means to an end. Scootaloo did her best to honestly believe this as she finally plunged her fingers inside and began to masturbate furiously. Right then and there, Scootaloo started to moan and yell. So much so that it eventually started to overpower her laughter. All she had to do was keep this up to stay sane.

But the feeling. Pinkie's tickling had caused her sensitivity to go through the roof to the point that even touching herself the way she was doing was intense. Pinkie molesting her feet only served to oversensitize her sex beyond anything she could conceive. It felt so......heavenly. It allured her, it put her in a trance, it made her keep going. She was panting,moaning, and slightly giggling as she moved her finger around in a quick pace, making sure to rub along her most sensitive areas. It was feeling oh so good.

"Enjoying yourself Scootaloo? I can feel you squirming..." Pinkie said arrogantly as she simply began to massage Scootaloo's feet at this point.

Scootaloo looked back at her, she was blushing deep red from the pleasure and embarrassment. Even worse, as she gazed upon Pinkie's beautiful face, the curled smile on her muzzle, her large bounding breasts barely hidden by her skimpy lab coat, all of it...it made her even more aroused. Even more than aroused. Scootaloo, in her sex filled haze of powerful jolts of pleasure, began to see Pinkie as the source of it all. The source of all this goodness she had denied herself in her pursuit of Rainbow Dash. She spent her entire life going after a mare that was never interested in her. And now? As she felt herself fill up under the gaze of this pink pony, she was feeling a feeling she thought she could never feel after such betrayal....love. Did Pinkie mean what she said? Did she want her as her personal assistant? Would that mean she needed her? That she wanted her around? That she loved her back and would never leave her? Scootaloo entered a dream like state where she began to imagine herself at Pinkie's side, tickle torturing Rainbow Dash not in lust. But in revenge. Doing horrible ticklish things until she broke down into a whimpering giggling mess. Perhaps even becoming a little pet they both could use...to fulfill their sick fantasies. Yes, To Scootaloo now. All Rainbow Dash was was a lower than dirt pet that her wonderful new love and herself could use to play with and experiment on. And she and Pinkie? Scootaloo began to think as her tongue hung out, her body bouncing from the trembling force her pleasure was becoming. Well, Pinkie and herself could lay in bed together, cuddling...tickling each other in a warm embrace until they fell asleep in each others arms....every night. Finally, with that thought, Scootaloo let out a mighty groan as she orgasmed, her juices spilling out like a spilled cup as her body spasmed one last time.

Pinkie just stared at her as she s;id her fingers up from Scootaloo's feet to her inner thighs. Taking in Scootaloo's mare juice and taking a lick. "Mmmmmmm, delicious."

Scootaloo was panting deeply. She was panting hard as she did her best to raise her head and look into Pinkie's eyes. Pinkie stared back at her with a smile. A more gentle smile as she stood up and walked to Scootaloo's side to give her a pet and praise her for a job well done. What she didn't expect however was Scootaloo to catch a second wind and grab at her left breast with her free hand. Making Pinkie gasp in surprise. Scootaloo slowly looked up at her with a tired smile. And began to speak "P-Pinkie...I-I....want to...become your assistant."

Pinkie looked deeply into Scootaloo's eyes as she spoke. Her eyes were familiar, as familiar as her own when she looks into a mirror. Scootaloo had fallen in love with her. And yet her mind was intact, albeit twisted at this point. Pinkie could see that Scootaloo was genuinely happy now, that she was feeling joy. Pinkie leaned down to be at eye level with Scootaloo as she gave her a sweet smile. "Scootaloo, do you really mean that? Are you really willing to give everything up to be at my side?"

"I don't care any more. Rainbow Dash doesn't think I'm good enough for her. I held out for her and she just turned me down as if I was nothing. As if all the times I rooted for her meant nothing. You? Well, I know...when you say something about caring about somepony. You always mean it. You always cared about making ponies happy. I want to be happy with you. And I want to make you happy. If this makes you happy...then I'm willing to do this with you. To learn under you. To cuddle with you on those...cold nights" Scootaloo was sincere in her words. And she felt Pinkie had spoken the truth to her. She wanted her. She just wanted the love of somepony who would love her back.

Pinkie gently put her hands around Scootaloo's head and leaned in for a gentle and loving kiss. She then started to give Scootaloo a gentle scratch on her head once more as she gave her a warming smile. A smile one would give as if looking at their lover. "I accept Scootaloo. You can be my personal assistant. My friend...my lover. It'll be you and me and whatever pony we get to experiment on. I'll even get you a cute little lab coat like mine. But Scootaloo, there is one more thing I want to try. And this time? I'll ask you if you want it." Pinkie produced what she had grabbed for the occasion, a needle with some sort of serum. Originally, she was going to force it upon Scootaloo. But now? After this? She couldn't, not unless she wanted it.

"what is that?" Scootaloo stared at the needle as an obvious conclusion came to her mind "Is that going to make me laugh? B-because...that's kinda hot...losing control like that as you...touched me."

Pinkie shook her head. "Close, and a nice idea...but nope. This here is a failed experiment that I decided to keep around. You were sorta right, it WAS supposed to make you laugh by overloading the pleasure center of your brain until you became super happy and giggly, finding everything super hilarious. We were going to use them in darts to subdue any subject that somehow managed to escape."

Scootaloo was curious, if it didn't do what intended. Then why keep it? "What does it do then?"

"Well, we let a mare and a stallion escape and sent our hunters after them. And.....things sort of happened. When the Stallion got hit with a dart, he turned around and started raping the mare that shot him. And the escapee Mare? Well, it overloaded her pleasure center in a different way. She just fell down and just started masturbating." Pinkie said as she let some of the serum out of the needle and gave it a tap.

Scootaloo giggled at that "That's kinda funny. Hmmm...So it overloads the pleasure center in THAT way...huh?"

Pinkie nodded

"And you're asking me if I want to try it?" Scootaloo asked, as the very thought started to arouse her once again.

Pinkie nodded with a grin.

"I don't know how it's really going to affect me, but go ahead. As long as it's you, I don't mind, hehe! Hit me with the best you got!" It was as if Scootaloo was reborn with newfound vigor. Her tiredness from her orgasm vanishing as she became excited at the prospect of Pinkie experimenting on her with something like this. ASKING her if she'd go through with it.

"Wow, you bounced back quick" Pinkie snickered before planting a kiss on Scootaloo's muzzle "But you know, I'm going to do a little more than just inject you with this stuff"

Scootaloo blushed a deep red "L-Like?..."

"You'll seeeeeeeee.." Pinkie said nothing more, and didn't even give her new lover a chance to ask again as she pricked her arm with the needle. She then grabbed Scootaloo's arm and put it back in it's binding. Scootaloo didn't mind.

"How are you feeling? Feeling tingly?" Pinkie asked as she walked back to the desk chair she placed in front of Scootaloo's feet. She took out her gizmo once more and pulled a switch, further spreading Scootaloo's legs. Enough for Pinkie to schooch close enough to touch Scootaloo's legs,inner thighs, and crotch. And even more so, she could lick and such on her marehood and clit if she wanted.

"I...feel..all sorts of...Ngh!" Scootaloo moaned as a surge of pleasure hit her from out of nowhere. Nothing had touched her, but she could feel her body heating up more than it ever had. Suddenly, she was feeling super sensitive all along her body. As if the sensitivity of some place like her crotch or breasts had become that of her entire body. She could feel the cool air of the room gently blow across her skin, sending pleasurish tingles all across it. "I...feel..nice..this stuff is...incredible..."

Of course, this was only the beginning. Pinkie had already noticed the serum's other effect. Scootaloo's moist sex was now literally flowing with her juices nonstop. The serum itself supplementing everything Scootaloo needed to keep herself sopping wet down there. "You think you feel incredible now? wait until I give you my...special present"

"Your special pre-AHHHHHHHHHHHHHHHHHHHHHH!" Scootaloo screamed as Pinkie bent forward, placing her face upon Scootaloo's marehood. Pinkie began her assault by nibbling on her rim before rubbing her tongue all around it. Scootaloo's body could barely handle the serum as is as it sends her into near agonizing pleasure. She was already beginning to want to orgasm once more. She turned her head to the side as her body twitched. Trying to force itself to lean towards Pinkie to allow her more access. Her breath was hot, her body ready for more. "P-Pinkie!..PNGH..Pinkie~...I-I l-love you...AHHH!" Scootaloo moaned loudly as she gripped her fists. Her entire body was soaking wet at this point. This was the most wet she had ever been without taking a shower or being caught in the rain.

Pinkie responded by plunging her tongue into Scootaloo and letting it zip around before just straight out tongue fucking Scootaloo. Scootaloo was groaning loudly, screaming Pinkie's name as she immediately hit orgasm, and continued to orgasm with every prod from Pinkie's tongue as she screamed every other breath. Pinkie even dared tickling her armpits as she continued her tongue lashes. Causing Scootaloo to scream,laugh, and moan at the same time. But she didn't care because the serum even made the tickling into an orgasmic experience. Every part of her felt good, there was no pain whatsoever. Pinkie was not kidding about the overstimulation of the pleasure center. It just felt...so good. The never ending orgasms was something she never wanted to stop. It completely cemented Scootaloo's lustful love for Pinkie Pie. with one final, explosive orgasm that volcanoed into Pinkie's face, she screamed out "I LOVE YOU PINKIIIIEEEEEEEEEEEE.....NGH........agh...ahhh..". Scootaloo's body had finally hit her total limit, she went limp, and fell into a lustful dreamy sleep.

Pinkie moved back and stood up as she licked off Scootaloo's marecum with her tongue. "Now that's sugar glaze..." She commented to herself as she moved her head up to Scootaloo's cheek and gave her a kiss. "Sweet dreams Scootaloo, you'll never have to worry again. I'll always be there for you, I promise...I pinkie promise.". Indeed, Pinkie felt that an old part of her had been restored. Perhaps a new part awakening as she now had a partner she could be proud of. A lover she could talk to and cuddle with. Somepony she knew would never betray her. Pinkie would leave Scootaloo here for now and allow her to dream. She'd have some of her colleagues pick up Scootaloo as she slumbered and take her to her personal living quarters. As much as Pinkie wanted to spend more time with Scootaloo, she still had one more experiment to perform. As well as having to make the call that Scootaloo was no longer on the table for the benefactor that wanted her. She didn't really worry about the call however. When it came to this facility, Pinkie's loss of sanity had instilled fear into all who works at the facility. As it turned out, Everypony in the facility, even most of the benefactors that funded it. Were afraid of Pinkie Pie. Pinkie Pie took the time to mentally relive the memory that started this universal fear as she made her way to a phone.

The Story of "Specs" - Part 1

Pinkie began to think back, Back a whole six months. She had a more innocent optimism back then. And many of her now advanced experiments had been put through trials as she made many a breakthrough. This of course, also made her contractors happy as they had invested for positive results in Pinkie's "interesting" research. But not all of those contractors had the same interests as one another. One wanted to see if Pinkie's research could bear fruit for other types of research. Research not dealing in the matters of smiles and laughter.

So an assistant for Pinkie was hired. A well endowed, no nonsense crystal mare from the Crystal Empire. With a shiny ruby coat and a darker red mane that flowed beautifully down to the back of her knees, Although she did wear her hair up in a bun. Her attire was that of a well fitting lab coat with a blue shirt underneath and a medium cut black skirt. She also wore a slim pair of glasses. Her name was Phial Vial, a stoic yet eager mare who was interested in Pinkie's experiments. Or rather, she was until she actually met Pinkie and found out what her goals were. For you see, Phial was under the impression that she'd be able to make advancements in weaponry, chemical weapons, and even scientific advancements in the ways of new technology. What she got however was something she found to be all silly and pointless. But, being an assistant, she would do her best to keep her mouth shut and meet her quota while doing some experiments of her own in secret.

Phial didn't like Pinkie too much. She found her overly friendly and her dress attire very....provocative. She found it strange that Pinkie also didn't seem to notice that any of her test subjects were suffering behind the smiles they gave her. Though, suffering was a loose term in itself as some of the subjects found themselves in near endless orgasm rather than horrible endless bouts of laughter and tickling. But just about every single one of them begged for it to stop regardless. Phial would take notes of these experiments however, to find a way to bend them to her own whims later while also cataloging the results for Pinkie herself. She wanted to be able to bring down entire civilizations with nothing more than the fruits of her own labor.

Of course, Phial had limits of her own as well. Being Pinkie's assistant took more patience than she had sometimes. While Phial was usually cold,distant, and usually able to handle things out of the norm with objective thinking. Pinkie broke that mold by speaking to her in a jovial manner no matter how many times she had told her to tone it down. Pinkie would often mess with her mane, make jokes, rub her breasts on her head, try to tickle her in fun, or just try to break her iron cold stare with a silly face. The worst of it all was the fact Pinkie didn't even call her by her name, but instead referred to her as "Specs". And despite Phial keeping a cool head, it drove her nuts how such a brilliant scientist who was originally a mere party planner could be so stupid and dense. She kept a personal journal to write her frustrations down so she wouldn't go crazy.

This is how Pinkie remembered it anyway. Pinkie could also recall the faithful day that Phial would stop being her assistant. Pinkie had blindfolded Phial and brought her to one of the many observation rooms. Pinkie had a new experiment set up just to make, what she thought, Phial happy. "Ok Specs! Time to see your super awesome mega great present!"

Phial groaned "I was in the middle of something, you know? This isn't going to be that cream that makes the skin extra sensitive, is it? Because I saw your notes on that...."

"Don't be silly! This is one of the biggest breakthroughs we've made yet! Bio-engineering! I can't wait for you to see what I've come up with! You'll smile for sure!" Pinkie said in an excited tone as began to slowly move her hands away from Phial's eyes.

"Bio-engineering? Are you saying you've created a B.O.W?" There was a hint of doubt in her cold voice. But Phial, deep inside, was intrigued to see what Pinkie could have meant by this.

"Dunno why you'd spell bow, we're not shooting at apples here y'know. but look look! There's the three ponies that are going to meet our new creations!" Pinkie removed her hands to point through the glass. Both her and Phial we're up a floor above the three test subjects below. The three test subjects themselves were two nude twins. Although one had much bigger breasts than the other. The more petite twin seemed scared while the better endowed one was yelling around the room, trying to call out her captor.Both twins had short blonde manes and blue coats. The third pony was a male, who already had a hard on looking at the two females in front of him. He didn't know where he was, but if he was going to be forced to fuck those two mares. Well, who can complain? He had a white coat with a rather golden and flashy mane. All three were earth ponies as well.

"Interesting..." Phial looked over to a large door over at the end of the room. "And I presume that holds the creature, correct?"

"Yup!" Pinkie brandished a device from her coat, and placed it right into Phial's right hand "Here ya go Specs. Press this button to make the magic happen!". Pinkie was jumping in circles in excitement, her breasts bouncing along with each hop as she awaited to see the excitement on her assistant's face.

Phial just looked at the button in her hand. She felt hope in her heart. The first real step in bringing advancement in her own research. She could almost forgive Pinkie for her rude and annoying personality if only to have a glimpse at whatever she was about to see. So she raised her finger, and brought it down on the button.

The doors began to open. The three test subjects turned to look into the empty looking darkness that was behind the giant safety door. The petite twin started to reach out to it as if it was an exit. But her sister held her back, suspicious of what was on the other side. The male just stood there, and then put his attention on the girls once again. He didn't seem to care too much about it, he only wanted the chance to have his way with those twins.

"Nothing is happening" Phial said as she continued to look on, her doubt ever increasing at the lack of inactivity.

"Shhhhh...just watch" Pinkie said as she put her face on the glass, excited for what would come next.

Suddenly, web lines were fired from the darkness straight at the stallion. He shrieked in terror as flyders began to pour out from the dark reaches of the void. Phial already felt excitement building as she took notice at how well organized they seemed as they quickly mummified the stallion from head to toe, the only thing sticking out of the webbing was his raging boner. Pinkie herself could feel a wave of arousal hit her from this act. Meanwhile, the brave sister pulled back the terrified petite one as the flyders began to swarm around the stallion and crawl into and underneath the webbing.

At first there was muffled pleading and screaming. Something that very much caught the attention of Phial. But soon after, the screaming was replaced with hysterical laughter. Pinkie knew exactly what was going on. These flyders were no ordinary breed. She had them experimented on and mass produced as a prototype to bigger projects like her "Giggle Pet" experiments. These flyders in particular did not bite or feed on other creatures. But rather captured them in their webbing and then attacked their bodies with tickly little legs and a bug bite that felt more like playful pinching fingers. The webbed stallion was bouncing around the floor as he begged for it to stop. Soon, his laughing was intermixed with moans as some flyders had landed on his penis and began to gently move their legs about it. They fed on his stream of giggles and moans. forcing it out of him as he helplessly wiggled and giggled in his web tomb. It wasn't long until the ticklish milking of his dick produced milky white results that sprayed upwards and back down onto the web encasing him.

As if guided by a powerful pheromone, the a dense cloud of flyders flew into the cum on the web and began to feed off of it while others went through the webbing to join their brethren in tickling the stallion. The stallion who had orgasmed had found himself more sensitive than ever before. His web casing was bouncing about like a jumping bean as he screamed in false delight.

However, the flyders were dense in number as they continued to pour out of the door. This particular swarm heading towards the twins in a straight beeline. To save her frightened younger twin, the older one pushed her out of the way as the swarm impacted the slightly older, better endowed twin and lifted her in mid air. The frightened little sister could only watch in horror as her older sister began to cackle out loud. The cloud of flyders held her aloft and swarmed around her entire body.The flyders were merciless as they crawled around every inch of her well toned body and big squishy breasts. Her constant screaming laughing fits terrifying her little sister. Indeed, the older sister was in some sort of Tartarus levels of torment as her entire body was being tickled and teased by these arachnid insects. They crawled along her soles, they bit in between her toes. they crawled into her belly button, they prodded and pricked her nipples, and they scrambled along her armpits. She couldn't even say words anymore. All she could do was release side splitting, hysterical, mind maddening laughter. She couldn't even smash the bugs in a mad struggle. The experimenting had made them nigh indestructible to normal means of crushing.

The little sister reached up to her big sister. But couldn't reach. She was too scared to run. Too scared to leave without her sister. And all the laughing was driving her insane. She looked to see that the stallion's web tomb was now just shaking very slowly as his hysterical pleading had turned to near silent chuckling. He had already reached his limit as his penis continued to twitch from the attacking flyders, it was dry but they were still stimulating it beyond it's limit. When she looked up at her sister, she had gone limp from the tickling assault, and yet the flyders still persisted. She had hoped she had at least fallen unconscious, but she could still hear her gulping for air before entering another bout of laughter.

However, the worst part of this was the fact that it seemed to be turning her on. No, she thought, that can't be right. This younger twin, she was a virgin, unlike her sexually active big sister. She was just too shy to try dating any of the good looking stallions she had been offered by her twin. She had only had masturbation sessions to quell her deep dark inner feelings. But this feeling? The one she had now? It wasn't natural. When she opened her legs and looked down at her marehood. She could see and feel as if something was moving inside. Tickling inside...

Indeed, her sister had not actually saved her from the flyder assault as one of them had managed to sneak inside her marehood and began it's biological function of tickling. However, it was having a different effect than one would think. It was forcibly arousing this young mare. The pulses of pleasure were soon becoming strong enough that her body began to sweat and become wobbly. She moaned as silently as possible as she dragged herself on her butt to the corner of the chamber and rested her back on the wall. She knew she had to get the bug out or else it might make the swarm attacking her sister attack her as well. She reached her fingers down and slowly brought them inside her own pussy to try to snatch the bug and get it out.

But all it seemed to do was make things worse.she tried to use her fingers to catch the bug between them, but all she ended up doing was rubbing her fingers all along her inner walls, sometimes pressing her palm on her clit as she tried to reach deeper for the bug. Her breathing was becoming deeper and she could no longer hold back her sexually fueled moans as she continued to reach for the flyder. The flyder itself was still crawling up along inside her, acting like a living vibrator egg as it continued to sexually stimulate the poor mare. At this point, even when she got the bug inbetween her fingers, it did her no good as they had become too slick to hold it. Indeed, all the attention her marehood was getting was weakening her resolve as the pleasure became more intense, her marehood itself becoming wet from sexual pleasure she was receiving from the little active bug. The growing feelings she was feeling was more powerful than any other masturbatory session had brought her. The bug seemingly knew what it was doing as the rest of the swarm seemed too preoccupied with the other two subjects to do anything else.

The mare's mind felt overwhelmed by these strong feelings. And her original intent of trying to remove the bug now just became a ritual of self satisfaction amplified by the flyder's movements. The mare began to feel her body become hot and sweaty. She couldn't resist masturbating while playing with her small breasts. Her tongue was soon hanging out from panting and strong moans that hit her every few seconds. Her mind began to fill with thoughts of her sister and that stallion. She thought of sucking on her breasts, licking at her cunt while the stallion rutted her own pussy. Perhaps the sounds of the laughter was affecting her mind as well but she even thought of her sister tickling her soft breasts as the stallion fucked her giggling form nonstop. It all seemed so good to her. It wasn't long until the mare was screaming through her orgasm. An orgasm that was followed by another, and then another.

Indeed, the young mare found herself lost in endless ecstasy from the tireless efforts of the tickle bug inside her marehood. She slumped down and curled into a ball as she continued to moan and twitch in mindless lust. She felt she'd never escape whatever this was. And now? Only wanted to fuck and be fucked. She wouldn't even mind the caress of these flyders. As they too seemed to make good lovers.

Phial continued to stare. She stared at the mummified giggling stallion, the mare who was caught in a cloud of flyders that brought her forced joy, and the younger mare who had experienced her first time with a single small bug. She remained in silence as she watched the results unfurl in front of her.

Pinkie leaned to her side and looked into Phial's eyes with a large smile "So! Was that great or what?"

The Story of "Specs" - Part 2

Author's Note

There's not a lot of clop in this chapter. it's basically a set up to the next chapter which will have ~~Pinkie tickle fucks Specs with a dildo. While Specs laughs hysterically through it against her will.~~

The Story of "Specs" - Part 2

"Great? You call that great?!" Phial turns to Pinkie with a scowl on her face. "By Sombra!It's just another one of your STUPID tickle experiments!" She shouted that the pink mare.

Pinkie just put her hands to her hips as she gave Phial a confused but serious stare "Wellllll duh! What did you think it was going to be?" Pinkie shook her head and looked upwards in disbelief "Wow, here I thought this experiment would make you smile and APPARENTLY the tickling aspect is what ruins it. Haven't you ever once smiled in your life?"

"No. I never needed to! But I at least had comfort in all of my work and research until I met you! You've turned everything into a LITERAL LAUGHING STOCK!" Phial yelled as she stood up and began to approach Pinkie angrily, forcing her to step back on Phial's advances.

"Woah woah, calm down and.....oh hey!" Pinkie realized something she said, and giggled. "You made a pun! Laughing stock! Because everypony has a stock in this! In my laughing experiments! That's pretty-EEP!" Pinkie squeaked when Phial slammed her fist to the wall, right beside Pinkie's head.

"Shut UP! SHUT UP! you listen to me you stupid little mare! Your experiments are USELESS! You want to bring happiness to the world?! Laughter?! Really?! Through all of this?! GET REAL! Everypony is going to be sad and miserable once in awhile, and then there are someponies who will always be miserable! And you know what? Someponies even DESERVE to be miserable! But you don't seem to get that and turned science into a JOKE!" She started to point at Pinkie as she shouted angrily at her "You silly, stupid pony!" As she points at her, Pinkie's mane starts to deflate "You useless mare! You have all this talent and waste it on this! Those flyders could have been made to conquer CITIES! But no! Let's just make them ticklers! That's you! A one note loser!" She pointed again, Pinkie's mane nearly completely deflated at this point "This is why you're alone! This is why nopony wants to be your friend! This is why you went on this STUPID crusade! The element of laughter! Ha! You see that? I laughed! Laughed AT you and your STUPID STUPID plan!" By this point Pinkie's mane had fully deflated. And something else, something Phial hadn't caught onto yet. Pinkie went from feeling hurt and frightened, to having an angry stare.

"And the worst part?! I probably wasted MY breath as my words went through one ear and-GNNNN!" Pinkie stopped her words, her anger, everything really. She grabbed Phial by the throat and began to choke her. Phial couldn't get another word out and struggled to escape Pinkie's vice grip. But no matter how hard she scratched, punched, and kicked. Pinkie wouldn't let go. It wouldn't be long until life started to leave her eyes. And eventually, Phial went limp as she fell unconscious.

Yes, she had only fallen unconscious. Pinkie didn't want her dead. No, in fact, thanks to Phial's rant. Pinkie's resolve only grew, albeit in a more twisted fashion that would even include her friends if need be. In fact, she felt that anyone at this point would be fair game for her experiments. It would give her room to grow, to go beyond the beyond, to go to places she could never get to if she chose to be so picky on who'd make a good subject. In fact, she already made a choice, right there and then, on who'd be her next subject...

Phial awoke with a tired groan. she was slowly waking up from being nearly choked to death. She was groggy, with the last thing in her memory was yelling at Pinkie Pie. "Ngh, what happened? Did I fall unconscious to protect my mind from-...what is this?". She couldn't move, she soon came to realize that she was bound to a marshmellowy,huge, and soft bed. She was not only spread eagle, but naked as well. Even her mane was untied to allow it to flow all the way down to proper length. She looked around the room she found herself in and noticed many child like items like balloons, toys, balls. The only thing that looked normal to her was the filing cabinet. She realized that she was, no doubt, in Pinkie's private quarters. And that only served to make her mood reach critically low levels. "Where are you? you pink insect...." She said in a low voice as she scanned her eyes about the room. She couldn't see everything being tied up like that, but she did her best.

She then heard a giggle, she quickly looked up and about, but there was still no sign of Pinkie. "Do you think this is funny? I hope you realize that whatever you're planning is against the rules. I bet you're trying to scare me, but the only thing that's going to be scary is how fast this entire facility becomes mine."

"Shhhhh" Pinkie shushed her. Despite not being in sight, she was indeed listening in "I'm reading here. Don't be rude"

"I'M BUCK NAKED YOU IDIOT! WHAT ARE YOU PLANNING EVEN?! WHAT ARE YOU EVEN READING? WHAT IS THE POINT OF THIS OTHER THAN YOUR NEAR IMMEDIATE REMOVAL?!" Phial shouted as she struggled to get free. But whatever Pinkie bound her limbs with was strong enough to hold her and her boiling rage.

"I dunno. Says here that you loved serving that King Sombra guy as his head scientist." Pinkie let out a childish "wew" sound as she continued reading. "You were even in love with the guy. Wow, you really REALLY wanted him to take you to bed, huh?"

For the first time that anyone can remember. Phial enters a rage based off fear rather than annoyance. "Where are you?! What are you doing?! How did you know that?! Nopony knows that!" She began to redouble her efforts in breaking her bonds. But she just couldn't do it.

"It's all here in your diary. Tsk tsk tsk. Specs, I never would have taken you for a sadist. You really liked just bringing misery and death to your fellow crystal ponies, didn't you? No wonder you never smile. You're evil..." Pinkie goes silent for a moment, then giggles as the book comes flying from behind a giant blue ball and lands right on Phial's belly, making her grunt. "...But that's ok.I forgive you, Buuuuuuuut...." Suddenly, the ball turns around, revealing it to actually be a bean bag chair with Pinkie sitting comfortably on it. She brought her hands together and pointed both her index fingers at Phial before giving her a sinister little smile "You're also fired from being my assistant. I don't like meanie pants undermining my work. I mean..." She shrugs "You can still work here if you want, but, you're gonna need some discipline first."

Phial broke into a sweat as she looked at her diary. It's contents detailing her betrayal against her fellow crystal ponies. She had no leverage now, no one would defend someone who wanted to bring subjugation to all for the sake of her king and her own research. It frightened her. "H-how did you even get that? My safe is sealed with a custom password that nopony could guess. NOPONY!"

Pinkie took off her lab coat and tossed it aside as she gave Phial a sultry smile. She climbed onto the foot of the bed headfirst and let her elbows rest on the bed as she rested her head on her palms. "I can! I have a really keen mind for figuring out other ponies. I actually have a cave detailing just about every pony I ever met. And you? Welp, it was easy to guess your password was "I will make love to my king". I mean, only a Sombra sympathizer would say "By Sombra". Are you impressed? Are ya?! I bet you arrrreeee!" She said in a sing song way as she kicked her legs up and down.

Phial looked at Pinkie with utmost discontent. She hated her more than ever before. To be figured out by a fool was infuriating to her. "You think you're so smart. You're just a fool who had a dragon friend get lucky in crushing my king. A fool who just made an informed guess. And now you try to scare me? I told you, you're not going to hurt me. What discipline would you even use on me? Wait, let me guess. It's tickling, right?"

"I'd rather keep that a secret for now. But that does make a good opener! Let's do that!" Pinkie scootches herself forward on her belly until she is able to grab onto Phial's right foot. She takes her index finger, puts it in her mouth until it's covered in drool, and starts to slide it up from the ball of Phial's foot, up the arch, and to the toes in which she gives one a little tug before sliding her finger down before repeating the pattern. "C'mon Specs, let's see that smile! I bet it's super sexy!"

But Phial didn't even react. She waited for a moment before giving Pinkie a confident smirk. "Oh, don't you remember? I'm not ticklish. Even bound up like this, I'm not ticklish. You could even put something over my eyes, cover my ears, and all of that. And I wouldn't even flinch". And she was telling the truth too, her toes weren't even curling.

"Hm, you'd think I'd remember that. That's ok, there's other ways to get you warmed up." Pinkie sat up and scootched up near Phial's crotch, this time leaning over her to grab onto her large breasts. She gave them a gentle squeeze before giving them a massage. "Wow, these are as soft as pillows! I thought crystal ponies would have tits as hard as...well...crystal!" Pinkie giggled to herself as she continued her breast massage.

Phial groaned. She didn't try to fight Pinkie off. But she also didn't enjoy what was happening to her either. But she was smart, and knew Pinkie would make some sort of mistake soon. If Pinkie would try to kiss her, she could bite off her tongue and perhaps end her life through bleed out. Then it'd just be a matter of time before one of the other researchers found her. Whatever fate they'd have for her would be a million times better than being stuck with Pinkie, that's how she felt anyway. "What are you trying to do? Arouse me?"

"A little. But it's just to make the actual punishment a little easier. What, you don't find this arousing, Specs?" Pinkie said as she slid her right finger down from her breast down to her marehood. She didn't even hesitate to inserting it inside and rubbing around Phial's insides.

She was blushing a slightly brighter tint of red than her coat, she turned her head and let out a sigh "Of course it's arousing you twit. A body normally cannot resist sexual contact such as this." She gave Pinkie a scowl, growing impatient. "What are you going to do to me? Answer me. Is this it? Do you want me to orgasm from your teasing? Is that some form of domination? Please, making me orgasm won't do anything than give me a little pleasure. I don't care if it comes from you, you're still dead no matter what you do"

"Big words Specs, big words." Pinkie said with a sly smile as she continued to slowly slide her finger along Phial's inner walls of her sex. Pinkie had noticed she wasn't really moist yet, but thanks to the diary. She knew how to get her started. "But you see, this isn't the discipline. It really isn't. It's just a warm up. The discipline is when I try out this other thing I recently made. It's an early prototype so it might not do too much. But since you never really smile, I knew you'd make the perfect test subject for it"

"And that is?" Phial narrowed her eyes at her.

"Well, imagine this. Imagine a gas that could be released, slowly, into an entire city. A gas that nopony would even THINK of alerting the higher ups about due to it's interesting effects. Imagine those ponies, one by one, falling to the ground and having a spasm attack while others look on confused rather than telling everypony else. By the end of the night, the entire town would be incapacitated thanks to this gas and primed for whatever you'd want to do to them....how does that do you?" Pinkie said with a grin as she looked down at Phial's marehoof, noticing her clit wink twice just from that vague description. "...does you a lot, doesn't it?"

Phial had a fetish for death and cruel experimentation. A polar opposite to Pinkie's laughing and tickle fetishes. Just knowing Pinkie might have actually been competent enough to make a city crushing gas that could go undetected made her wet. She couldn't resist it. But it also, at the same time as it was thrilling, made her dread that Pinkie was going to use it on her. "S-shut up. You wouldn't use that gas on me, would you? ngh" Phial let out a pleasured moan as Pinkie poked at her clitoris.

"Oh I'm gonna." Pinkie took her finger away from Phial's sex and gave it a lick before clapping her hands. When she clapped, a small gas mask connected to a tube came down from a hole in the ceiling, as did twenty screens in two rows as well. As they turned on, various researchers, both male and female, were staring from the other end. They seemed either ready to take notes or masturbate to whatever was going to happen. "And they are gonna record the results. And take care of their needs of course. This is gonna be a really fun show!" Pinkie said as she grabbed the mask, and turned a knob on it. causing a hissing sound.

As Pinkie brought the mask close to Phial's face. Phial herself tried to move her head away. As arousing as using the gas on others sounded, being it's first victim terrified her. "W-what kind of gas even is that?! Keep that thing away from me! I'm sorry alright! I'm soMNNGH!" Pinkie grabbed her throat and squeezed to keep her still while using her other hand to slam the mask on her face and strap it on tight.

"Deep breaths now!" Pinkie said with a smile

When Pinkie let go of her throat, Phial couldn't help but take an entire lungful of breath. Her eyes immediately went wide as tears streamed down her cheeks. She was done for. She was in a state of pure horror on how the gas was going to end her life. She was breathing harder and harder, too scared to even think of holding her breath at this point. Not like it'd help, she had taken enough, she thought, to kill her.

She couldn't believe this was how it was all going to end. All her research unfinished. All those subjects she'll never get to see suffer. Her love of her life....perhaps she would be able to see him in the afterlife. All of this was tormenting her as she breathed in more of the gas. All of it was too much for her, so much so....that it made her want to laugh.

She let out a chuckle. Which struck her as odd. She didn't want to laugh, she wasn't that far gone. But she felt like thats what she had to do. Her body was encouraging her to smile and giggle. And so she let out a tiny yet beautifully mature titter. She was deeply confused as to why until she looked back up at Pinkie and noticed her grin had nearly gone ear to ear. She could see that Pinkie was getting what she wanted, and that's when she knew the kind of gas she was breathing.

She couldn't believe it. She couldn't believe that this pink mare had somehow created a laughing gas that directly causes ,as it's name implies, laughter. It confounded her, it annoyed her, and most of all. It angered her. She realized that this entire experiment was yet another one of Pinkie's laughter inducing shenanigans. And worst yet, she was the subject for it. To be made to laugh and giggle against her will. No, she wouldn't give Pinkie that satisfaction. She'd fight it, and prove at least that one of her experiments were a failure. Phial focused as much as she could to prevent herself from smiling further. She just didn't want to give Pinkie that satisfaction.

"Wow, I knew you had a beautiful giggle and...awww, that's it huh?" Pinkie frowned in disappointment.

"I refuse to succumb to such a stupid idea! Just give up and let me go. I can't believe I got worked up over something so stupid" Phial said as she struggled the best she could to keep her composure.

"mnnnn" Pinkie sighed as she tilted her head and let it rest on her hand "Shoot, I knew this would happen. The gas is still in really early stages. It's not very strong, and I can't really adjust it too much yet. I tried it on myself but it didn't really make me laugh against my will. I mean, it made me giggle a lot easier than usual. But I also could...hmm?" When Pinkie let her other hand rest on Phial's leg, she noticed that it was shaking. Pinkie then had a thought in her head as she shifted her focus to Phial's face, she noticed she was struggling with the gas. And it gave her an idea. "You're really trying to keep it together, huh Specs?"

"I have no idea what you're talking about." Phial said as her breath started to become a little erratic.

"I think you do, but we're both scientists, right?" Pinkie said with a cocky smirk as she stealthily raised her tail and moved it so the end draped over Phial's right foot. "So let's put it to a test"

"What are you even talking BAHAHOUTNGGH!" Phial let out a short burst of her mature and sensual laughter when Pinkie rubbed the end of her tail against her foot.It caused her body to make a quick restrained jump, making her diary fall off her belly and off the side of the bed. Pinkie made sure to take in the moment. For she knew now that Phial couldn't both resist the gas and tickling at the same time. "W-what did you do?!" Phial yelled angrily.

"I tickled you!" Pinkie said as she raised her hands and wiggled her fingers in Phial's view "I should have known you can't resist two sources of fun at the same time! Wow! how did I not see it before! This is going to make this A LOT EASIER!" Pinkie said in excitement.

the struggling ruby red mare's eyes went wide. She didn't want to believe it, but she knew Pinkie was in fact right on this. Even with her superior mind. She couldn't resist a laughter inducing gas at the same time as Pinkie's terribly ticklish touches. She gulped in horror as she saw Pinkie eagerly wiggling her fingers in preparation of her tickle onslaught. Years of keeping her composure. Years of professionalism under her dark master. Years....taken away by a stupid pink mare.

The Story of "Specs" - Downfall

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(Commission Chapter for "Cobaltphoenix") "The Safe Word is..."

In a darkened room. A trespasser sits, bound to a chair with his arms back. He was caught walking about outside the facility by the hunters who keep watch for escapees and invaders. Although he was knocked out and brought to this hidden room, he didn't seem too scared. No, he was just looking around from where he was bound. Looking at the plain walls and corners of this cold and dimly lit place he found himself in. The stallion's name was Safe Word. He was a rather feminine and young looking stallion with a mint coat and aquamarine mane and tail. His Cutie Mark was a ballgag. Indeed, he had found his talent to be something of an odd yet self satisfying endeavor. Safe Word's talent was simply to make other ponies feel good by using him in almost any way they wish. Although he had certain limits when it came to fetishes, he'd let anypony who wishes to use him sexually do nearly anything they want. He even kept his tail nice and trimmed for easy access to his read. He was also a unicorn, something his captors made note of when they placed a magic suppressor upon his horn.

As he looked about wondering what was going on, the futuristic looking door in front of him opened to reveal a pink mare in merely a small lab coat that couldn't even cover her big bouncing breasts. She also wore sunglasses, which amazingly, seemed to hide her real identity to the cute stallion in front of her. "So, I got called all the way here to deal with our very first spy. Yeesh, you'd think we'd have an interrogator or something but nope, gotta call me up. Ahhh well, I always love meeting new ponies anyway."

Safe Word immediately locked his eyes to the pink mare's bouncing breasts. Now he was sure he was in the place he was looking for. Although he didn't seem to understand why he was being called a spy. "Um, are you the mistress of this place?" He asked as he slowly looked downward to the pink pony's pussy. It looked so cute and soft, he wanted to be sat on just to get a chance to get his tongue inside it.

"Mistress?....uhhh, I guess?" The pink mare, who was obviously just Pinkie Pie to anyone but him, shrugged. She then stepped up close to him and leaned down, letting her breasts hang loose as she pointed and poked at his nose "So Mr.Spy, what are you doing snooping around here, huh? HUH?" Pinkie then gave him a smirk as she adjusted her shades. "You better tell me, funny things happen to cute spies like yourself who don't."

Safe Word was already blushing red. The tapping of his nose from this mare mixed with being called cute made him feel a little embarrassed. And of course her breasts being so close didn't help things either. "Spy? I-is this some sort of roleplay? I-Is that why I got knocked out? u-ummm...I didn't expect this. Erm...I dunno what to say?"

"Roleplay?" Pinkie was a little confused herself, she looked left, then right, then back at him with a puzzled look "Ok mister weirdy, what's your angle? How did you even get here anyhow?"

Safe Word shrugged with a meek giggle "W-well, I heard there was some super secret sex dungeon somewhere. Y'know, those placed are super rare in Equestria and all. So I thought I'd go look for one. I-I never thought I'd find it though. B-but I'm ok with it. I mean, as long as you don't hurt me really bad or make me wear a diaper, I-I don't mind if you play with me. T-that is what this is...right?"

Pinkie stepped back, utterly surprised by the stallion before her. She had never met a stallion who was actively looking for sexual contact like this. Well, her own researchers did, and sometimes the subjects she had would get a sexual fascination if in the same room of the opposite sex. But here was an outsider, who was merely looking for someone to "play" with him. She looked away with a self satisfied smirk on her face. She was here to interrogate him anyway. She could have some actual fun with him and then experiment on him afterwards. She felt he'd be perfect for the experiment she had in mind.

Pinkie then turned to face him with a serious face. "You could be correct....Mr.Spy" Pinkie walked over to his side and placed her left hand on his head, giving his head a gentle scratch. She could feel him shiver and relax from her soft scritch scratching. She thought it was adorable that even more gentle sentimental touching affected him. "So...Mr.Spy, what's your name?"

Safe Word was slowly moving his head along her gentle fingers, allowing himself to get them to scratch at his more itchy or more sensitive spots as if he was a cat. "It's Safe Word, ma'am"

Pinkie groaned, that was a little too easy. "Safe Word hmmm?" She stopped scratching him and moved to his backside and began to gently massage his shoulders. "And here I thought you'd be difficult to crack. You know, most spies aren't supposed to be so easy. Right?"

Safe Word relaxed himself and closed his eyes. Then opened them in slight shock when he realized what she meant. "Oh right, Roleplaying! Yeah yeah! erm....I mean, I'll never talk!"

"Well, you already told me your name" Pinkie giggled, that was especially cute. She leaned down and began gently nibbling on his ear before whispering into it. "So Mr.Spy, what did you manage to figure out about this place."

The stallion, while always wanting to please whoever toyed with him. Often would feel embarrassed or shy about it most of the time. This was no different, it was especially tantalizing for him as he had no clue who this mare was nor where he really was as well. "W-wouldn't you like to know?" He said with little confidence as he blushed deep red, he could already feel his cock slowly growing from the excitement of what Pinkie had in store for him.

Pinkie noticed his cock as well, it was actually a good looking size. But for the sake of her actual experiment, she couldn't let him orgasm at all until she was ready. She reached into her lab coat and pulled out an odd ring. She walked back in front of Safe Word and slipped the ring onto his cock. "Enjoying yourself already little spy? Well, sorry to say, but I can't let you climax at all during this interrogation." To Pinkie's surprise, his cock was nearly full mast just from her words. It seemed he really did enjoy being controlled.

"You can't c-control me! I'm the b-best spy there is! You'll never get anything out of me! and ummm...You're really pretty, you know that?" He blushed with a timid smile as he looked upon Pinkie's form, he wish he could see her eyes. But, this wasn't his game. He'd just go along for the ride and see where it takes him.

"Don't try to butter me up Mr.Spy" Pinkie said with a sultry voice as she placed a finger under his chin and raised his head up to meet eye to eye. "Now then, are you going to tell me what I want to know. Or do I have to torture you?"

"T-t-torture?!" He didn't know if this was a good thing or a bad thing. It frightened and excited him at the same time. "W-what do you mean?"

"Keep resisting and find out" Pinkie dared him, moving closer to him to give him a peck on the lips.

Safe Word was near full mast at this point, he could already feel the ring tighten around his dick. That kiss, it made him want to take on her dare. "W-what? Did you really expect me to talk?"

Pinkie backed up a little as she raised her hands "No Mr.Spy, I expect you to giggle"

"Wait wha-HAHAHAHEHEHEHEE!" Safe Word didn't even get a chance to respond when Pinkie reached her hands into his armpits, he tried lowering his arms to defend himself, but it was already too late as he blurted out helpless laughter from Pinkie's assault. "T-TICKLINGHAHAHA?! NOHAHAHAWAITHAHAHA!" Safe Word howled, already begging for her to stop.

Pinkie did stop, and gave him a childish giggle as his own laughter died down. "Get it now Mr.Spy? If you don't tell me what I want to know, you're gonna be giggling like a little filly."

Safe Word looked up at her. He struggled a little in his bonds, fearful of the kind of torture she had in mind. And yet, it seemed so exciting to him. He had never actually been tickle tortured before. He didn't really think it could really amount to anything sexually. But that mixed with the inability to fight back? To have this mare do whatever she wanted to him with just her lovely fingers? It tempted him to see what could come of this while making him very nervous at the same time. "B-but, I can't jus-" But he was silenced as Pinkie put her finger on his mouth.

"shhhhhh" Pinkie gave him a happy grin before pulling back her finger. "I already know what you're gonna say. And I don't care. So let's get back to the questions. And I got a good one for you. What's five hundred times a million and eight?"

Safe Word looked at her in surprise, he didn't expect a math question! He sucked at math "Erm, umm. I don't knoWHAHAHAHAHAHAHA! NOOOOHAHAH NOT FAIRHAHAHA! I CANHAHAHAN'T DO THAT INAHAHAMY HEADHAHAHA!". Safe Word had burst into another gale of uncontrollable laughter when Pinkie began tickling at his ribs. His laughter was music to her ears. It was soft,cute, and rather girlish for a stallion.

Pinkie kept up the tickling while keeping an eye on his cock. It was engorged now, but with the ring fitting snugly on it. He wasn't going to cum any time soon. "Awww, you're so cute Mr.Spy! You're really happy about all the attention you're getting, huh?" Pinkie mocked him as she prolonged the tickling on his ribs.

"NOHAHAHA,Y-YOU'RETICKLINGMEHEHEHAHAHA. I CAN'THAHAHAHGETOUTHAHAHANOTFAIRNOTFAAAAIRRHAHAHAHA!" Safe Word protested and he shook his head left and right, trying to find a position to make the tickling less torturous somehow. He was gripping his fists as he screamed in helpless giggles. He didn't realize he was this ticklish. He had no control, he had no way to stop laughing as long as this mysterious mare kept her fingers wiggling on his body. He was squirming under his bonds, even feeling a little pain on his sides. But it was such a turn on for him. He never thought being forced to laugh through such light touching would bring this odd sense of pleasure to him. Her fingers on his body was so heavenly even if it was pure torture. The mix was tantalizing and erotic, and he both loved and hated every second of it.

"Not fair? Awww, how is it not fair? You're the one having a good time. Just look how happy you look. I'm the one suffering here. I wish I was laughing like that" Pinkie teased as she shifted her right hand from tickling to pinching and poking his right nipple. This lowered Safe Word's hysterics into mere giggling as he blushed the brightest red his body could muster from both his gasping for air and the sensual touching of his chest. Pinkie could feel a little sweat coming from his coat, it was clear that despite being a sex toy. This kind of torture was something he simply wasn't used to....yet.

"I-I'm nothehehe, enjoyinhaha thishehe. I'll never brehahammmm!?" Pinkie leaned in and gave the Stallion a deep kiss. Safe Word was lying about not enjoying this new form of torture. But now he was really turned on when it seemed the mare torturing him really seemed to dig him. He closed his eyes and took the moment of reprieve to meet his tongue with hers and embrace the kiss. Pinkie slowly broke off the kiss and looked to him with a gentle smile. He returned the look, utterly infatuated with his "mistress".

"I think I lovHAHAHAHAHANOOOOOOWAITTHATSCHEEEHEHEHEATING!" Safe Word threw his head back in wild hysterics as his body shook to escape Pinkie's tickling fingers. She was now kneading and pressing her fingertips along his inner thighs. At this point, she really didn't care about the questioning aspect anymore. She liked the toy she had. And while he wouldn't replace Scootaloo, it was rare for her to have fun with a consenting male that wasn't a colleague. She enjoyed his cute bubbly giggles and feminine frame, and so kept him in his gigglefit for about seven minutes.

While Safe Word was lost in his hopeless hysterical laughter. Pinkie couldn't help but notice his penis twitch. It wanted attention, it wanted to be loved. But of course, all she wanted to do was torture it in her own fashion. "Well, look at that." Pinkie ended her tickling to let Safe Word catch his breath. "It looks like something else wants to have a little fun too." She said with a lick of her lips.

"haaa.....hyaaa.." Safe Word was getting tired. This form of torture was so intense. Maybe too intense. He loved the attention he was getting but it was making him tired a little too fast. He was sweating all over and at this point, he wondered if maybe this wasn't the sex dungeon he had heard about. "W-what d-do you mean by that? E-ermmm...I..Um..." He wanted to protest a little about the tickling as well. Part of him wanted her to stop, while a bigger part of him just wanted her to ignore him and make him laugh some more. But her response would be something he didn't even expect. "W-what's that?"

Pinkie reached into her dinky little lab coat and pulled out a small caramel colored feather. A feather she no doubt plucked from Scootaloo herself. She held it up so he could see it as she twirled it about. "A feather, it's nice,soft, and perfect for tickling. Tickle tickle~" Pinkie snickered as she brought it up to his nipple and gave it a twirl.

The feather was especially soft and poky. Safe Word couldn't help but snicker as Pinkie swirled it around his areola before gently pressing it along his nipple. It felt so good, even the little part that tickled felt pleasurable. "Ahhh~, w-what are you going to do with that?" Safe Word asked, worried and yet full of anticipation.

"Oh, I'm going to tickle a certain something. Can you guess what it is?" Pinkie said with a soft happy sigh as she slowly lowered the feather down to his belly, and began to swirl the feather inside his belly button. His tummy tensed and turned as it tried to escape the feather's arousingly torturous light touching.

Now Safe Word was tittering, a smile plastered on his face. It still didn't feel too bad. He rather liked it. But he was still wondering what she meant. "M-my feehehet?"

"Noooooope. As much as I'd like to tickle your tootsies. We're a little pressed on time. So try again." Pinkie said as she trailed the feather to the right side of tummy and began to gently swipe the feather up and down.

"M-My nose?" Safe Word made a fake guess this time. If it wasn't his feet, then it could only mean one other place. It was throbbing and begging for attention. But he felt embarrassed to be so direct like that.

Pinkie giggled and swiped the feather on his nose until he sneezed. She nearly squeed as he did. It was so cute, she was tempted to do it again. But she held off, and brought the feather to his knee, and then began to teaseingly and slowly brush it towards his inner thigh before bringing it to his balls. As she swiped the feather along them. Safe Word let out a gentle set of giggles. He didn't realize he was ticklish there, and made him fear how ticklish he may be on her target area. Pinkie grinned at him "noooope, guesss again"

Safe Word was nervous and afraid. She was so close to his member. It was throbbing and begging for attention and yet he couldn't even let out a little precum due to the tightness of the ring. He knew things didn't bode well for him. "P-please..w-wait, m-maybe you could take off the ring first? I d-don't think I cannnnehehehahahaHAHAHA!" But Pinkie paid no heed to his begging as she began to tickle the tip of his cock with the feather, looking up at his giggly face as she did so.

"You really are cute Mr.Spy, who would have thought it'd be so ticklish that a feather could make you laugh like that? Do you want to laugh some more? Come on, giggle for your mistress" Pinkie snickered as she started to slide the feather up and down his shaft. At this point, his laughter was stopping for a few small moments of heavenly moaning. His dick was so sensitive to the feather that it also was starting to feel really good. It was driving him mad.

"PLEEASHEHEHEEH!HAHAHA!PLEASEHEHEHE!IDON'TKNOWHOWMUCHAHAHAHA!ICANTAAAAAKHEHAHAHA!" Safe Word begged. Despite his name, it didn't seem Pinkie was in the mood to let him have any way of getting her to stop. He could feel the feather go up and down, spin around, and even poke at the small slit at the tip of his penis. And the only thing he could do about it was giggle and laugh as if it was the best thing in the world. Which was really funny because he was, deep down, enjoying it immensely.

Despite his happy mirthful giggling. He was worried what would happen if he reached his limit. He didn't want to lose his breath and go unconscious. He was already having trouble breathing through his endless laughter. And yet at the same time, some of his breathless moments made the sensitivity of his dick even more receptive of the feather. His body was a mixture of emotion and sexual pleasure that he didn't know how to take it. Without the ability to focus, everything felt so torturous yet good that he might as well cum right there and then. And the worst part was that he couldn't.

Then it became even worse! Worse in a good way. But worse nonetheless. Pinkie had begun kissing and licking his tip while continuing to feather around the shaft and balls. Now it not only tickled ridiculously, but he was receiving bigger blasts of pleasure through his girlish frame. He wanted to cum so badly. "PELEHEHEHEHAHAHA,MISSTRESSHAHAHAHA. LETMECUMMMHAHAHAH LET ME CUMMMAHAHAHA!"

Pinkie gently put the tip of his cock in his mouth and began sucking as she looked up at him. She let out small moans as she gently sucked on it like a lollipop. Combined with the tickling, which was now focused exclusively on his balls. He just lost it, he wanted to cum and get it over with. His penis was starting to feel pain from being unable to let it out. 'PLELELEHEHAHAHAHAHAHA!"

Pinkie stopped the sucking and the tickling and looked up at him with a mischievous grin. "Are you sure about that?"

"Y-yes...please my mistress. I've never felt so good ever. I-It's too much...please...let me cum..please?" Safe Word had trouble speaking, breathing deeply as he said his words. He could feel his dick throbbing faster than a heart. He just wanted it to end. He wanted her to end him.

"Ok....but first" Pinkie stood up, and took out some sort of gun from her lab coat "Need to shoot you with something"

Safe Word suddenly felt a jolt of fear. He wasn't expecting that. His dick only softened a tad as he struggled to get free "WAIT! WAIT YOU DON'T HAVE TO DO THAT! I DIDN'T MEAN FOR IT TO GO THAT FAR! PLEASE DON'T...OW!" And Pinkie shot him. But not with a bullet, but with a dart. Right into his neck. "W-what?! What was that?..Am I dead?"

Pinkie giggled and plucked the dart out and tossed it behind herself as she sat down in front of Safe Word, and slowly began to remove the ring from his penis. "No, you're fine. Sort of, I just hit you with our latest version of our special dart"

Now Safe Word was confused. "Dart? I-I'm drugged? I uhh...I don't know how to feel about...ngh~" Safe Word words were stopped short when Pinkie began to slowly masturbate his penis with her hand. She giggled softly as her gaze became fixated on it. He was already starting to ooze precum as it twitched in her grasp.

"Oh, you're not supposed to feel anything yet. You see Mr.Word. Here in our "Sex Dungeon". We sort of experiment with certain things. This latest experiment is to test our special dart, the second version of it anyway. Now, I'm not going to bother explaining the first version. But you're really going to love this version. Wanna know what it does?" Pinkie nudged his leg "Huh? Huh? You ccccuurrrious?"

Safe Word gulped. He had no idea this place experimented in anything crazy like this. Was it a poison? Was he going to die? Or did it increase libido? Well, if it did. He'd be feeling it now, right? He took a moment, nervous about the whole thing, until he finally answered between his gentle moaning. "U-ummm...I-I guess?"

"I thought you might say that! Wellll" Pinkie looked up at him and snickered "This stuff changes some of the brain chemistry of an orgasm. So, let's just say that after the big hit of pleasure in your brain. You'll want to fall over giggling from all the tickling your mind THINKS it's going through. It's going to feel like fingers are tickling every inch of that cute little body of yours. Sounds fun right?"

Safe Word eyes went wide. She couldn't be serious...right? "T-that's not real? R-right? You're just joking...right?"

Pinkie's grin became nearly evil as she began to speed up her beating of his dick "I guess we'll find out, huh?"

Safe Word grunted in forced pleasure. He had no idea where he really was. But he trusted Pinkie, and that only meant that if he orgasm...well, he had no idea what would really happen. He tightened his muscles the best he could to resist her. But her gentle hands, her cute giggling, her luscious body, the look she gave him. And that expert hand job! Ohhhh, it felt so good. He somehow went from being denied an orgasm to trying to resist it. It felt amazing, it scared him to death. The mix of emotions was the best thrill he had in his life and it only served to bring him close to the edge. "I..No! I have to...Resist!"

But Pinkie persisted. But he just wouldn't cum. No matter how much he yelled, squealed, shook, and yelped in pure pleasure; he was able to keep his dam from breaking. It was obvious to Pinkie that orgasm denial was probably one of his favorite fetishes to the point he could deny himself an orgasm if whoever was toying with him demanded it. But this didn't deter her. No, she had been wanting to feel what this stallion felt like inside her anyway.

Pinkie stopped her jerking of his dick and slowly stood up. He took the time to take gasps of air. Only to be surprised when she sat on his lap,straddling it, and gently held his head towards her right breast. Expertly bringing his mouth to where her nipple was. "I like your moxy Mr.Spy. I think you deserve a reward." She began to gently massage his head with her hands as she lifted herself slightly to position her marehood over his dick. "You want this, don't you?"

"No!..I mean..yes? I mean...I dunno...ummm..umm...ummm...mmnnHHAAA!" Safe Word was beside himself. He couldn't figure out what he wanted anymore. Would the orgasm be that bad? Was it worth it? Well, maybe it was. He wasn't expecting this. Pinkie was actually fucking him. He was being fucked by this beautiful mare and he was torn between wanting it and trying to resist. Not only was his dick being stimulated by the slick inner walls of her sex. But she was able to tighten her muscles so tightly that it had felt like she had never had anyone inside her at all. The pleasure was legendary.

"You like this, don't you? C'mon..enjoy yourself. Have a little drink if you want." Pinkie whispered sensually in his ear as she continued to gently caress and weave her fingers through his mane. Safe Word was becoming lost in the pleasure he was being given as he began to suck and lick at her nipple like a newborn foal. He felt warm and safe. He was forgetting the reason why he was resisting in the first place.

As Pinkie continued to fuck his restrained form. He could feel her tense and moan gently in his ear. She was feeling as pleased as he was. He loved it. He loved that she could derive so much pleasure from him. He made more of an effort to please her as he thrusted into her the best he could while using his tongue to lick along her areola between his gentle sucklings of her nipple. Pinkie herself was finding it harder and harder to contain herself as she shivered in pleasure. Both of them we're getting closer and closer to climax.

"I-I love you..m-mistress" Safe Word said weakly as his pleasure mounted. He wanted to be hers forever. To be toyed with, to be played with. Unfortunately for him. Pinkie didn't feel the same. She liked him, found him cute, but she already had gained an assistant. So she tried to make it as good for him as possible until his fate came to be. She gently raised his head with her hands, and began another deep kiss as she continued to fuck him. He was utterly mesmerized by her. They both shared tongues as their moaning became deeper. They were in pleasured unison as they both filled up. It was finally time.

Pinkie broke off the kiss as her body hung back. She groaned in pure ecstasy as her sex utterly squirted marecum out of her marehood. Safe Word screamed from his orgasm as well. Her loving embrace, the tickle torture before hand, her voluptuous body. All of it had made him feel one of the most powerful orgasms he'd ever feel in his entire life.

But while Pinkie pulled out of him, and stood up over him. She could see that he had just realized his mistake. "Wait..I just..wait..I feel..I feel..NGGGHHHHHAHAHAHAHAHAHAITTICKLESHAHAHAHAEVERYWHEREHAHAHAHAHAH!". Safe Word had broken out into hysterics once more. What was worse was his body was already spent. He laughed in abandon as his entire mind was fooled into believing his entire body was being tickled. He was gasping for air within seconds as he struggled in his bonds. Pinkie seemed pleased with the results as she loomed over him. Watching him thrash about hopelessly trying to escape his bindings. But then she noticed something else. His dick was still hard and long. Despite his swinging about and throwing his cum around. It was still up and still letting some of his white milk out. It almost made her feel sorry for him. In fact, She did grow to like him just a little. He didn't seem too bad and he didn't really object to what was done to him. She felt she could do him two favors. Her first favor would be...

Pinkie leaned down, and gently grasped his dick to keep it still. She took her fingers and took some of his cum along the tips and brought it to her mouth. It tasted pretty alright to her. So she brought her head close. And began to suck him off. This time, with more vigor . She licked the tip, she sucked hard, she sucked slow. And she rubbed his balls with her hand as she did so. And then, to her surprise, he began to word out between his moaning laughs "HAHAHAHEHEYESSSHAHAHYESSHAHAHPL-PLEEEEASHEHEHEDON'TSTHAHAHAP!"

He had slightly lost it. But not just due to the tickle torture. He loved it. He thought he'd hate it. And maybe he would have if not for Pinkie giving him pleasure along with the ticklish torture. But with his body feeling like there's touching everywhere along with his dick being sucked. It just brought him a never ending sea of pleasure he had never known before. He absolutely loved it. And Pinkie was happy to oblige him. And Pinkie did. The only sad thing is that he was a stallion. He was only able to orgasm twice more before being completely milked dry. The strain on his dick from Pinkie's expert sucking and swallowing left him aching. And he was so tired from laughing that he was merely giggling at this point. It had seem the concoction was already wearing off.

"How do you feel Mr.Spy?" Pinkie giggled as she swallowed the last of his cum. And looked up at him with a cute little smile.

He looked down at her, with a smile on his face as he tittered and giggled. "T-thateheh...w-was..ahaha..a..ama...zing..I feel..soo...sl-sleepy?..C..Can I..Sleep..on...ugh". He truly was in ecstasy. So much so, that his body could no longer handle it. Pinkie rose up and gently raised his head as she sat on his lap again. He let his head rest on her breast like a pillow as she pet him gently. He let out a happy little giggle in his sleep as he cuddled his head into her.

Pinkie let him sleep peacefully for a good twenty minutes before untying him. She had the data she needed and honestly felt Safe Word, while adorable, wouldn't be needed nor was he destined to stay any longer than he had to. She would have him returned to his home while he continued to dream his lewd little dreams. She had it seem that it was all a beautiful dream. He'd never be the wiser as to what truly happened. She would also make sure the facility's hunters wouldn't go so gung ho on anyone else next time. The facility was already well hidden as is. Nobody but the most observant, or in this case, the most sexually inclined should be able to find it. She only wanted trespassers brought in if they got TOO close to the facility rather than just a distance away.

Safe Word would never again find the facility of his dreams again. He felt it was more than an illusion of his mind. But, he could never find proof of it. But, he'd never forget that beautiful pink mare of his dreams. He just wish he had a name. She seemed so familiar, similar to the missing element from Ponyville. But it couldn't be her. She was a little too dim to be a scientist.