Brain Devourers from Space

by Andras_Duke_of_Hell

Rating: mature
Tags: Pie Sisters, Other, Pinkie Pie, Sex, Science Fiction, Horror, Maud Pie, Alternate Universe, Anthro, Gore, My Little Pony: Friendship is Magic, Dark
Length: 6894

Warning! Pure Snuff Fiction ahead. This is not for the faint of heart.

They came from Space, where exactly nopony can guess. They landed on a lonely rock farm, with a hunger for the brains of Equestrians.

Worse still these foul creatures seem to understand sexual pleasure and even actively seek sexual humiliation of its victims. Can anypony stand against these extraterrestrial terrors?

Published 2017-08-09 06:30:06 UTC
Last updated 2021-10-18 19:36:14 UTC

First Contact

Limestone Pie was working the eastern field by herself. The curvy but taut Pie daughter was breaking all her previous records on this field. She straightened up from placing one stone with a great inhale of breath. Her bountiful and quite in convenient tits bounced in the confines of her demibra, one nipple peaking above the cup. It was so hot out that Limestone was only wearing her boots, too tight spats and her bra. She frowned at her chest and pushed her escaped nipple back into her cup. “Stupid things…”

Limestone was startled by a sudden thunderclap followed by continuous crackling, like a string of firecrackers igniting. Her eyes looked around fearful, though she would insist was proper and due vigilance. It was then she saw a fiery streak arc through the sky over her head land just behind the tree line and a loud whump sounded off.

The sound reverberated through the vacant field as a pall of smoke drifted over trendline serving as a border between fields.

Limestone could hardly believe her luck, a meteorite had just hit the farm and she would get the claim. Any part of a meteorite was worth a good fee and as it's soul finder Limestone could get a great fee to bribe her father with. She jogged over to the smoldering impact site with her tits heaving with the effort. Limestone was so excited that she ignored the fact that both her nipples escaped from the cups this time.

When the mare reached the site it was covered in a foggy haze that smelt of ozone and something spicy. Something about that spicy scent triggered something in Limestone, her breathing increasing with the tempo of her thumping heart. Her escaped nipples swelled and hardened, running across the bras top as Limestone shifted uncomfortably. A heat built up in her groin and she felt the embarrassing sensation of her clit winking in her spats. “What's wrong with me? I'm acting like Maud, getting horny over a rock.” Her disagreement with her bodies arousal didn't stop Limestone from patting her cunt through her spats, or pinching her nipples as if her hands had minds of their own.

Unable to see clearly, and trying to occupy her treacherous hands, she got on her hands and knees and crawled towards the crater. The ground was really warm and that spicy smell was even thicker the closer to the ground. Her attempts to stop her wandering hands were in vain as she crawled forward with just one hand as the other pushed under her spats waist band and made its way to her now sopping cunt. Limestone let out a husky moan as she played with her clit and dipped her fingers into her pussy, working herself briskly. the Pie mare for closer she could hear a moist writhing noise. Limestone peered into the crater to see just barely what looked like a mass of writhing red millipedes.

The bizarre creatures writhed and clambered over each other. There was a moist sheen to their chitin, and the spicy smell that had been driving Limestone mad was clearly coming from them.

"What the fuck a-AAARRHHKK!?" Limestone shouted as one of the writhing millipedes lunged at her with a round mouth full of oscillating teeth. It struck the mare in the forehead with such force that she flipped over backwards, kicking her rear hooves into the air. Her boobs bounced free of the cups of her bra completely from the motion.

Limestone grabbed into the creature desperately as she felt the sharp pain of it burrowing into her skull. Her legs kicked her hooves wildly and her boobs bounced erratically, no free of her bras confines. Limestone's fingers slipped of the slick chitin of the bug thing as it made short work of both the flesh and bone of her forehead. She went completely crosseyed as it began to consume her brainmatter. “G-G-GK-GYAAAHHNN!” Limestone moaned out, her pussy winking madly.

Other creatures had left the pit and now sought out the bounty between Limestone's taut thighs. As they pushed against the mare's puffy crotch she let out needy moans and short whinnys. Their teeth made short work of the fabric of the mare's spats, no panties barring the way. One push it's head against Limestone's puffy anus and forced it's way in, the tight ring clenching and relaxing on the bug. The other had little opposition as it entered Limestone's sopping wet marehood, her canal walls trying to milk the fiend as it made its way to her womb.

At this moment Limestone was experiencing an massive orgasm from the stimulation of her lower bits and the trauma of her brains being eaten. She let out a high pitched whinny that turned to an erotic moan as she sprayed marecum madly in an arc from her pussy. The tart juices splashed the writhing mass of braineaters in the pit. At the same time her eyes rolled up and her arms went limp. Her body twitched and spasmed as the creatures writhed inside her.

"Mmmmm?"

As fate would have it, another unfortunate Pie sister had heard the meteorite impact and had came to investigate. Marble Pie was wearing a yellow sundress that didn't even cover the lower curves of her grey buttocks, and the stripped blue panties covering them. The material was see through at the top and her dark inverted nipples were visible topping her massive g-cup boobs. The slightly chubby Pie mare shivered in fear as she beheld the kicking and thrashing form of her sister.

Had Marble been paying attention she would have seen several worms dealing towards her before they wrapped themselves around her legs. She let out a short whinny of surprise and disgust, trying to kick them off. With surprising strength they yanked the mare off her hooves, sending her plummeting forward. Marble gasped as she fell on top of her thrashing sister.

Her too small sundress ripped and slid down to her tummy, her massive boobs freed up as they mashed against Limestone's tits. These glorious mounds nearly smothered her sister's smaller pair completely. Marble panties were soaked through from the arousing scent of the braineaters, so her puffy pussy squished through the fabric against Limestone's wet cunt. The shy Pie sister squeaked as a worm slipped up her thigh and tore the crotch of her modest panties. Using Limestone's sopping marecum as lube, pushed into her clenching ponut.

"Nmmmmm!" Marble gasped as she was penetrated deeper than ever before. She moaned louder when another worm plowed into her puffy twat. Marble grabbed her sister's thighs, stroking and squeezing them, and her sweet pink tongue dropped out of her drooling mouth.

A worm was pushing out of Limestone's slack mouth at this opportune moment. It paused then lunged into the mouth of the mare above. It struck the back of Marble's throat and began boring into her brain from below.

"YYAARRRKK!" Marble grunted as she received a mouth full of braineating worm, gagging and choking on it's thickness. As it began to knaw on her brain tissue her eyes began to twitchily roll up and she let out a short whinny. Her rear hooves kicked and spread wide, a flood of marecum and urine gushed out around the worm still writhing it's way inside her. She bounced and rose her orgasm for a few precious seconds before a raspy expiration moan escaped her throat and she slumped on her dead sister. Her bossy sister and herself still spasmed from miniorgasms and brain trauma.

To an outside observer through the fog, the two Pie sisters looked like they were engaged in sinful incest. Their tits were mashing together as the two mares slowly grinded together, lips and tongues met in sloppy forced kisses around the worm in their mouths. Their dark grey pussies grinded against each other with moist schlicks and squishy slaps. Even sudden grunts and moans escaped their lips as certain brain centers were devoured.

More worms slithered to the downed mares and began to work their way inside. Several entered each mare's ass and cunt, their bellies squirming with the foreign occupants. The one in the sister's mouths finished eating it's way into Marble's skull. Another slid into Limestone's slack jaw and occupied the formerly fierce mare's head. All in all there were nearly two dozen worms inside the mares now.

And the real horror was about to begin. Marble first lurched to her feet, stumbling a couple bowlegged steps. Marecum ran down her thighs and her cunt winked madly. One eye looked forward and the other was rolled up.

Limestone rolled over and slowly lurched up beside her sister. Both her eyes remained rolled up but a worm head protruded from her forehead like a periscope. Her head was tilted back and her tummy thrust slightly forward.

It took then a few minutes to iron out the movements but the worms now controlled their flesh puppets in a foul, humiliating parody of life. Even worse they now had vague access to the mare's memories. The worms shambles towards the Pie farmhouse, bringing doom and humiliation to those Marble and Limestone loved.

Author's Note

Whelp, it begins.

A Family Humiliated

The Pie Family farmhouse was functional and humble, not much stood out about the sombre structure. While the building itself wasn't a grand sight, what was occurring inside certainly was.

“Woooeee! What a scorcher of a day!” Pinkie Pie exclaimed, much louder than what was necessary. The pink and delightfully plump mare peeled her t-shirt off. Her g-cup boobs were squeezed into a polka dot pattern, blue and white bra. The whole feature, tits and bra bounced as the shirt came off. The bra didn't last much longer, as Pinkie slipped the straps off and unclasped the back.

There was a throaty cough that gained the hyper pony’s attention. Her mother and father were staring in shock and embarrassment fro their daughter's actions.

Pinkie Pie made a pouty face and cast a sultry lidded gaze at her parents, tossing her bra onto the couch and letting her tits bounce free.

Igneous tried to keep his eyes off his daughter's bountiful g-cup boobs bouncing around before his eyes. Those mighty pink mound of flesh still danced before him as Pinkie pranced around the family room, waving around a spray bottle.

"Pinkamena Diane Pie, have thou no shame?" Cloudy shouted at her daughter. The poor woman had almost made her grey blouse completely see through with sweat and the water Pinkie was splashing them with. Her black bra was visible as plain as day, struggling to contain her g-cup breasts.

"It's just clothing mother." Maud deadpanned as she pulled her own frock off. Her f-cup tits spilled out in front of her mother and father, no bra to restrain them. Her hipster panties bulged from her extra stallion parts. Her full, heavy balls and a shaft, slowly extending from the sheath, strained the garment.

Cloudy sputtered at her daughter's bold move, her eyes glued to the increasingly obvious erection Maud was boasting. Both parents were aware of Maud's gift and were even a little turned on by it. She stood stock still as Pinkie tore her blouse off and pulled her bra cups up. Cloudy's marvelous boobs bounced free in front of her husband and daughter.

"Don't be such a stick into the mud." Pinkie Pie crooned. She pushed up her mother's breasts and proceeded to fondle them. The air now had a curious spicy scent to it, seemingly seeping in from all directions.

Cloudy let out a needy moan, her daughter's hands working magic on her heavy breasts. She leaned her head back into Pinkie's poofy mane, never breaking her gaze on Maud's cock. Cloudy's nipples responded to Pinkie's touches, stiffening between teasing fingers.

"These babies need attention and you have a standing audience!" Pinkie shifted her head so she was nuzzling her mom, muzzle to muzzle.

Igneous certainly was standing, everywhere he turned a wondrous pair of tits assailed his vision. No red-blooded stallion could resist getting hard at that. His shaft extended fully from his sheath, chaffing against his trousers as it hardened. He nickered in discomfort, rubbing his crotch to try to find a comfortable position for his dick.

Maud couldn't restrain herself either as Igneous could clearly see now. His daughter's panties pulled away from her body as they strained to contain the hardening length between her legs.

"Oh my..." Cloudy breathed as a full blush came to her face. The heady, spicy scent in the air didn't help with rational thought as the Pie matron unclipped her skirt and let it fall to the floor. She now stood before her husband and daughters in her grey stockings and garters. Her tits were out and there was a subtle moisture to her black panties. She slid one hand into her panties and began to lightly stoke her puffy cunt. With her other hand Cloudy took over her daughter's massaging of her tits, bleeding and rolling the bountiful flesh.

Pinkie Pie was full under the influence of the strange aroma and had sauntered over to her father. She pressed Igneous' hands into her enormous boobs as she worked on releasing his cock. "Come on daddy. Show me what you.... OH!" Pinkie gasped as her father's massive rod popped free as his trousers fell to the floor. It slapped against her generous belly and smeared precum on her peppermint belly piercing. “Wowey, you have a lot for me! Is it full of tasty cream too?”

Igneous said nothing as he now fondled his daughters bountiful g-cup boobs with abaddon. He groped and kneaded her flesh like the buns she was so proud of making. Soon her inverted nipples sprung fully erect and he gently pinched them, treated to twin squirts of milk. Igneous moaned at the lewd sight.

Pinkie cooed at her father's rough working hands on her soft flesh. Her hands worked up and down his shaft briskly, smearing precum on her hands, belly and the underside of her cleavage. When her daddy moaned she picked up her pace, fapping Igneous hard. She licked her lips and stood on her tippy toes, capturing her father's lips in a passionate kiss.

Maud had not remained still in this and she now had her mother Cloudy on her knees. Her stallionhood swung in the older mare's face, the strong musk mixing with the growing aroma in the house. She gazed down over her massive tits at the lewd sight of her mother. “Mother, suck your daughter's big, hard cock. Show me what a whorse you are.”

Cloudy Quartz could take no more and she squashed her boobs around Maud's shaft and wrapped her hot lips around the head. She began to furiously give her daughter the tit-fucking of her life. She gave out needy moans and short gags as she pushed the shaft to the back of her throat. Her glasses became skewed and her mascara streaked from her tears of exertion. Maud had grabbed her hair and was messing the sombre bun with her fingers. She furiously fingered her cunt with one hand, her marehood drooling onto the floor, and she applied the same attention to Maud's mare bits.

Maud moaned, the equivalent of her screaming in pleasure, as she stared down at her slut mother. She thrust her hips, making Cloudy gag more as the shaft struck the back of the mare's throat.

Pinkie saw this and dropped to her knees immediately. She barely had time to get her tits around her father's shaft before he seized her poofy mane and began to give her the face fucking of her lifetime. As tears of exertion smeared her mascara and her lungs screamed for air, Pinkie couldn't be happier. She played with Igneous’s swollen plums, rolling and gently squeezing them with one hand. Her spare hand was in her shorts, stirring up her honeypot. Her blurry vision could just make out Limestone and Marble standing behind her father. Their tits were out and it looked like they were getting ready join.

A pair of soft grey hands pressed to Igneous’s cheeks and the stallion let out a startled cry as his head was turned violently around. His neck broke with a sickening crack and he began to ejaculate from the trauma, pumping his darling Pinkie with his spunk. His eyes rolled up and his mouth dropped open and his tongue lolled out. As his body went limp and twitchy with his deathgasm, Igneous was held aloft by Marble's death grip on his skull.

Parasite-Marble pressed her father's face to hers and kissed his trembling lips. A worm slithered out her mouth and into his, Igneous's throat bulging as it slid down. Another worm slithered out of her moist pussy canal and pushed it's way up his ass, making the old stallion jump and fun even harder. The pseudozombie mare pulled back from the kiss and another worm whipped from her mouth and began burrowing through Ingeous' right ear.

As the sound of devoured flesh and crunching bone filled the air, the dying stallion jerked his hips again spewing his semen in thick, milky ropes. Strangled groans escaped his slack muzzle, muffled occassionaly as his youngest daughter kept kissing him under the influence of the worms.

Pinkie began squealing as Parasite-Limestone took position beside the chubby mare. Worms dropped from her ass and cunt and one thrust into Pinkie's right ear. Pinkie pulled away from her father's still spewing cock, landing on her butt as she kicked her hooves sporadically. She tried to pull the worm out of her ear but her hands slipped off her sister's fluids covering it.

"EEEEEEEEEEE!" Pinkie squealed as her eyes rolled up. She twitched and kicked her hooves as she bounced on her plentiful ass, her massive boobs heaving against Her chest. Her cut off jeans became the target of savage attacks by the worms trying to reach her private parts. They quickly succeeded, exposing her winking cunt and puffy anus.

Before the worms could enter her a thick rope of Ingeous' spunk splattered his daughter's exposed marehood. Igneous was now down on his knees thrusting his hips against his will. Marble was on her knees behind him with his backwards facing muzzle buried in her boobs. Her tender hands were awkwardly stroking daddy's cock, as if the parasites were eager to get the father to blow his load.

Semen splattered worms slithered up Pinkie's now gushing cunt and pushed their way up her ass. Pinkie's canal squeezed and massaged the worms slithering into her womb as the poor mare was brought to a mind blowing orgasm.

"Wowy... powy... zoweeee..." Pinkie whimpered as her consciousness fled her. Her eyes rolled up and her mouth dropped open, her really long tongue lolling out into her still bouncing tits. Milk dribbled from her nipples as the mare lactated. Her Pinkie sense sure didn't see this coming.

While Marble attended to Pinkie and Igneous, Limestone attacked the other mares in the room. Worms slithered before her and already molested Maud and Cloudy.

Maud was writhing on her back and kicking her hooves furiously as a worm bored into her forhead. She paid no heed to the ones pushing into her marehood and anus, though she was dimly aware of the one that seemed to be massaging her stallioncock.

Cloudy had kicked off the worm slithering up her thigh and scrambled on top of her distressed daughter. She grabbed onto the worm boring into Maud's head and tried to pull it out. Cloudy was torn between fear and arousal. She moaned as Maud thrust up and her cock pushed against Cloudy's panties. The mother's mind blanked, affected as it was by the aroma put off by the worms. "Don't worry Maud. Mother is here." Cloudy moaned as she pulled her panties aside, lining her throbbing lips with her daughter's cock.

Maud's next thrust hilted her worm wrapped cock in her mother's marehood. By this time the stimulation and trauma to her brains caused Maud to ejaculate. She pumped her runny spunk into her mother's womb. "HHYYAARGH!" Maud moaned as her eyes rolled up.

Cloudy felt a pair of hands lift her head up and she met the stupid slack expression of her Limestone. A worm lunged from her daughter's mouth and began boring through Cloudy's skull. The matron of the Pie family orgasmed uncontrollably as her cunt was filled with her daughter's sperm and her brains were devoured. Worms pushed into her ass and slithered into her moist canal through Maud's seed. "HYYUUAAAGGHH!" Cloudy moaned as she expired and She spasmed uncontrollably on top of her daughter's twitching corpse, her parasite controlled Limestone humping her full flank.

What followed was several minutes of what was obviously intentional molesting of the family by the worms. The only noises in the house were the moist sounds of sexual humiliation occurring to the Pie family.

Igneous was now slumped on top of Pinkie's still twitching corpse, his cock buried in her clamping honeypot. His balls twitched and cock flared as a second orgasm wracked his body. The dead daddy filled his daughter with jizz, aided by Marble and her parasite pseudocock. His ponut was swollen from the abuse of the worms pounding his backdoor.

The braineater worms thrust themselves in every available orifice and through some alien biology even brought the family to several group orgasms. The stench of semen and marecum mixed with the worms’ spicy aroma.

But then a crooning sound filled the air. The sexual humiliation stopped and he corpses staggered to their feet in a horrifying parody of life. The worms puppeted the dead Pie family to gather together in a circle. They lay on their chests as one entity, lifting their asses in the air. The ring of violated pony flank was pressed cheek to cheek.

Anuses prolapse and cunts gaped as the worms that had occupied the bodies vacated, leaving one worm in their cranial cavity. These worms remained attached to the ponies nervous systems, keeping body functions running through some frightening alien biology. As the worms slithered away from the trembling ponies several unique ones with fatter bodies approached. These larger, special worms pushed their toothless maws into the anuses of everypony and began to thrust into them.

The dead ponies rocked from the thrusts. Pinkie and Igneous even orgasmed again from the stimulation. If one could see though flesh they would see green eggs being pumped into the warm intestines. Now that the family had been slaughtered and humiliated sexually it was time for them to serve as incubators for a new wave of braineater worms.

The circle of raised pony butts was a nest. A humiliating fate made worse by the braineater worms slithering into them and continuing their sexual humiliation all the while a new generation of the fiends grew in their butts.

Author's Note

For your twisted pleasure.

Or mute horror if you are a stick in the mud.

Humiliation on Humiliation

On the Pie farm there was a little collection of one room cabins that housed temporary workers on the farm. Several young mares currently occupied these cabins. Cloudy had a soft spot for misfortunate mares and Igneous got a little side action from them.

The first cabin housed a recovering Pegasus mare. They had found the poor thing in the Trottingham slums, out of shape and drowning her misery with cheap, poisonous booze. Cloudy convinced the mare to come work on the farm, going so far as to carry her when she passed out. That mare was Lightning Dust.

On the farm she had began to recover, hard work and no prejudice for her past did wonders for her. She befriended Limestone of all ponies and soon had Igneous chasing her plot. Having a thing for powerful, seasoned stallions she didn't play hard to get for long.

Lightning Dust looked at herself in the mirror. Her taut, athletic body had softened since her failure at the academy. She had let herself go but she was starting to see some of her muscles overcoming the flab she developed during her funk. Dust reached up and lifted her c-cup tits, pushing her pierced nipples together. The spiked barbells scraped each other and her nipples hardened from the stimulation.

Lightning moaned and backed up until she fell onto her bed. One hand slid down her belly to her puffy cunt and anus and began stroking herself. She used her free hand to lift her tit up to her mouth where she suckled on it. She gently teased her soft nipples with her teeth in between licks and suckles. Dust spread her legs wide, her recently purchased stockings complimenting her minty coat nicely. Three fingers on her hand pushed into her twat to the knuckles, while her thumb flicked her swollen clit. Her open crotch panties very quickly became soaked with her mare honey. She let out a cute whiny as she arched her back and squirted onto the bed. Dust followed that with a delighted gasp as she relaxed and watched a second squirt.

Pegasi mares were notorious for being quick triggers when it came to orgasm. Not Lightning Dust, fastest and most fearless flyer of Equestria, she could tease herself for hours if she chose.

Lightning Dust heard several shuffling noises outside her window, scuttling and scraping the shutters. She smirked and let out a loud, sensual moan. Igneous was no doubt looking to relieve his marriage tensions, and she was ready for him. The thought of his massive stallioncock in her cunt sent shivers through Lightning Dust's body. She looked at herself in the mirror to see how lewd she appeared.

Reflected in the mirror were several worms that had slithered onto the head of her bed. The alien fiends lunged at her, landing on her excited body. One wrapped around the pegasus' neck, tightening as to throttle her. As Lightning Dust reached up to grab at it her arms were caught by another two worms. They held her arms above her head by the tension of their bodies alone.

Lightning Dust let out a desperate squawk as she began kicking against the bed. She thrashed her body to try to dislodge the disgusting assailants. As her throat constricted more her wings extended to their full spread. Lightning whimpered as her arousal got the best of her, she enjoyed breathplay. Her twat winked and squirted as a result of this arousal.

“What the hell are you creepy, bug things?!” Lightning Dust growled as two more began to push up against her soaked sex. She let out an aroused whiny as they began to penetrate.

There was frantic banging at the door!

********

Another temporary worker of the Rock Farm was sitting at her vanity trying to restyle her hair after the days sweaty, dirty work. Today was not rock breaking as was the usual fare,no, the cum drooling from her swollen pussy attested to that. Today Suri had been working the shafts of both Igneous and his freak daughter. Her soiled panties and torn bra lay on the bed and she wore only her ripped stockings.

Suri Polomare had always been a pony eat pony kind of mare. That was how things worked in Manehatten, she wasn't going to apologize for it, nor would she lie down when somepony tried to gobble her up. She never should have taken on that backstabbing Coco.

A heady, spicy scent began to permeate the room. Suri’s naughty buys began to perk up as she inhaled.

Suri set down her brush and looked at herself in the mirror. Her makeup was smeared by her tears, deepthroating either of those cocks was strenuous work. Her hair was knotted by their hands and her flank had red slap marks all over her cutie mark. There were bite marks on her boobs and neck and her pussy was swollen. She looked like an utter whorse.

Suri was used to looking like this, almost every night she came back looking like this. She was well know in the brothels of Manehatten. She enjoyed it, being used, it was thrilling to her. The Pie's were only so rough with her because she begged them to be… but…

Suri began to cry. She missed Coco, that bitch who always had a bath and cocoa ready when she came home. The same Coco who bought Suri’s service on her own birthday so Suri could eat cake.

Suri’s emotional moment was interrupted quite abruptly as her chair tipped backwards suddenly, it's legs broken. The naked mare screamed as she tumbled of her chair in a roll and landed on her butt, which was still sore. Clearing her confused senses she saw the culprits, writhing red worm like critters. Revulsion and fear immediately gripped Suri’s heart and set it a pattering. As the worms writhed and crawled towards her she got to her hooves and bolted for the door.

More of the worms writhed on the floor and frame of the door. They had cut her off here, but Suri dodge towards her open window.

Suri began to clamber out through the window when several worms dropped from perches on the rafters. She shrieked and rolled over the window sill, landing with a plop. This dislodged a couple of the worms from her shoulders and mane, though they simply went for her used cunt.

“No, stop it! Somepony he-EEEAAAAAHHH!” Suri screamed as she was violated. She pulled the worm out with difficulty and regain her hooves again. Kicking and shaking she dislodged her assailants and sprinted for her neighbor's cabin. Suri banged on the door.

“Somepony… NYYYAAAAHHNN!” Came Lightning Dust’s desperate cry.

Suri tore open the door and was greeted by the sight of the smoking hot pegasus spread out on her bed. The worms were here too, but Suri had some respect for this mare, she couldn't leave her. Suri scrambled to the bed and straddled Lightning Dust’s quivering body.

“Hang on Dusty! I'll get these.. EEEEYYYAAAGGGHH!” Suri screamed as a worm that remained tangled in her mane began eating into her skull. She dropped down, pressing herself against the teal Pegasus. She grabbed her friend's hands and gazed desperately into her eyes.

Lightning watched in aroused horror as Suri began to spasm and then orgasm from the trauma of having her brains eaten. Suri’s expression went from fearful begging to slutty stupidity as she deathgasmed.

A worm was pressing against Lightning's head near the base of her ear. Her flicking the ear was no deterrent as the worm began to knaw through flesh and bone.

“NNNNYYYYAAAAHHHNN!” Lightning Dust moaned as the pain exploded into inexplicable bliss. The worm devouring her brain was painful and pleasurable at the same time. She thrust up against Suri’s gushing sex and orgasmed hard. Her deathgasm was the most incredible sensation she had ever felt. Her own face slipped into one of slutty stupidity to match her earth pony friend.

The two mares bounce and spasmed together on the bed as they gushed mare honey all over their twats and thighs. Their hands remained clenched together in one final touching display of friendship as they shivered with their final spasms. More worms slithered into their twitching holes to take control of their hosts.

As the final death rattles escaped Lightning's and Suri’s throats, their bodies twitched and contorted unnaturally as the worms exploited their new hosts. The two humiliated mares rolled off the bed and staggered to the center of the room. There they dropped to their chests and knees, shivering, moist plots pointed at the open door.

Crawling through the door at that moment were a pair of breeders. Awaiting them were the swollen ponuts of two humiliated, dead mares. A smaller nest than the first but all were needed to further a successful colony.

And these mares would not be the last.

Scale and Horn

"Whhooooo! Heeeee!" Applejack shouted out as she breathed in the Pie Family Farm air. Her ample cleavage was emphasized by her plaid shirt being tied together in a knot between her freckled boobs. Her daisy dukes had no legs to them at all, shorn off so high that her firm buttocks were slipping free. "Don't ya just love that fresh air!"

Rarity stepped up beside the orange farmmare and breathed in as well, humouring her. Her muzzle wrinkled slightly as she picked up a spicy scent mixed in with the earthy tones. She was well aware that both the orange farmmare and a devoted dragon were watching her as she breathed in. Her large, perfectly shaped and perky tits were threatening to explode from her bustier top, and Rarity had made sure that just a hint of her purple areola were slipping above the lacey trim. Teasingly classy in her mind, especially with these two.

"Why certainly Applejack! A rural retreat should do wonders for my complexion." The alabaster mare placed her hands on her hips, her denim skirt slipping up her thick hips. Her lovely buttocks were barely covered as she wiggled in place, her dock raised and swishing her tail fetchingly.

Spike snapped his eyes to Rarity's perky flank and followed her motions intently. The young drake had worn a pair of tight jeans and a snug plaid shirt that Rarity had selected for him. He blushed as he watched his crush shake her tush, feeling a tightness in his loins. "Only wonders can improve your beauty any further than you currently are!" Spike managed to blurt out as he tried to snap his eyes up.

He found both Rarity and Applejack giving him amused, knowing smirks. He gulped as they nodded to one another.

"Comments like that deserve a reward don't ya think Rarity?" Applejack drawled. "With Applebloom and Sweetie Belle of explorin and Big Mac not due to tomorrow, ah think we can borrow one of them worker cabins for an hour or two."

Rarity chortled, covering her mouth as she did. "Quite Darling. Spikey is looking like he needs some relief as well." Rarity's eyes were fixed on the v shaped bulge forming in Spike's jeans. She was well aware that the drake was sporting a pair.

Spike stammered and coughed nervously as Rarity strutted ahead and Applejack began ushering him forward from behind. His minor protests and hesitation wavered and subsided as they got closer to one of the small cabins, his head clouded by the spicy scent in the air.

Rarity tried the door and after opening it with ease, stepped into the one room cabin. She beckoned Applejack over to her and struck a pose, legs spread and hands over her head. Her hoofheels gave her an extra bit of languid grace that made the pose all the more desirable.

Applejack smirked and moved over to the alabaster unicorn. "So Spike… Flank-"

She yanked up Rarity's skirt so that her bouncy, thick ass sprung out, lacey teal coloured panties covering just enough to be classy.

"-or Rack?" Applejack yanked on the cups of Rarity's bustier, spinning the mare around so Spike could see those soft mounds spill out and wobble alluringly.

Spike groaned as he watched. Little wisps of flames flared from his nostrils as he was aroused further.

"I think he needs a comparison, Darling." Rarity practically growled with her sultry tone. She lit up her horn and Applejack's shirt unknotted.

Applejack's freckled boobs sprung out, bouncing with a firmness. Her stiff nipples drew circles in the air, her freckles blurring with motion. "Whut in tarnation? Are ya sure Rari-MMMMFFFFF?!"

Rarity pulled Applejack against her, smooshing their tits together as she pulled the farmmare's muzzle into a deep kiss. As she made out with her friend, Rarity's magic kept busy, pulling Applejack's shorts into her ass crack, letting Spike see those firm freckled cheeks.

The two mares noisily smooched and moaned as they rubbed and grinded together. They were fully absorbed in each other to the exclusion of their surroundings, including Spike.

Spike was rock hard and wanted in on the action in front of him, but before he could the young drake felt several weighty impacts on his shoulders, back and head. He gave a startled yelp and grabbed at the mysterious objects, feeling his claws slipping on the slick, segmented bodies writhing as they crawled across his body.

"Wha-WHAT ARE THESE?!" Spike cried out as he managed to pull one around to his line of vision.

Before he could fully comprehend the segmented worm he grasped, it's pharynx inverted and exposed the power jaws. The worm lunged, defying Spike's grip and made contact with the dragon's forehead. At the same time the numerous other worms that had landed on Spike dug their maws into his scaley hide. Though proof against many things, Spike's scales were like paper to those jaws designed to split skulls.

Spike let out a horrifying wail as the worms began to tear through his flesh and soon through bone. He did everything he could to dislodge the horrors burrowing into his flesh. He clawed, he bit, he beat with his fists, he even blew breaths of dragon fire onto them. All for naught, as the worms were armoured against his strikes and they were immune to great heat. Spike dropped to the floor, rolling and screaming as the worms devoured their way into his body.

Rarity and Applejack had snapped from their lustful world when they heard the dragon scream. They broke their embrace and reacted quickly, Applejack just a few moments ahead of Rarity. They sprinted to the drake rolling on the floor, trying to hell him.

"Wut in blastin' tartarus are these varmints?!" Applejack growled as she tried to pry them off Spike while Rarity held the dragon steady. The mare's biceps bulged as she tried to pry the one from his forehead. Her clenched hands slipped off the slick chitin.

"Applejack darling! Hurry!" Rarity cried, trying to cradle Spike's head. His agonized screams rung her ears.

"Ah can't! Ah-AAAAHHHRRRKKK!" Applejack bellowed as one of the worms lunged up from Spike's thrashing body to plow into her forehead. She snapped up her hands to grab this one with quick reflexes but the worm had already sank those diamond hard mandibles into her flesh and bone. Her agonized wails soon matched Spike's in intensity, the orange mare throwing herself backwards, kicking her legs, stamping her hooves and bucking her hips.

"APPLEJACK!!!" Rarity screamed. She lit up her horn, trying anything she could. Her magic surrounded the worms burrowing into both Applejack's and Spike's skulls and began to drag them back. Where physical might and dragon fire had failed before, the magic seemed to succeed.

The worms emitted shrill, keening cries as they were hauled back, twitching as if in agony.

Rarity felt dozens of impacts in her mane and on her shoulders. She could guess what they were from the worms raining down onto Applejack, Spike and even her own impressive rack. Rarity tried to snatch them up in her magic but one nestled in her cleavage lunged up and dug it's mandibles into the soft flesh of her chin. She gave out a horrified shriek that turned into guttural squeals as the worm tunneled through that soft flesh.

Her magic failed in her pain, and the worms finished their burrowing into the skulls of the three. They wailed and moaned as the worms devoured flesh bone and soon succulent brain matter. Their bodies thrashed and undulated as the worms devoured their brains, making lewd moans and guttural groans as the trauma sent waves of unexpected pleasure through their bodies.

Spike thrust his hips up in the air, his crotch flexing as he blew gobs of thick dragon spunk into his boxers. The smelly, potent seed stained through his pants and some spurted through the gaps between the pants hem and scaly flesh.

Rarity collapsed on top of Applejack, thrusting her ass up in the air as she squirted marehoney from her twat. She mashed her boobs into Applejack’s freckled mounds as the other mare bucked her hips up. Applejack squirted wildly, soaking her thighs.

Kept alive by stimulants released by the worms and the calculated way in which the worms devoured the fleshy, grey matter, Rarity, Spike and Applejack undulated, moaned and groaned. Second and third humiliating orgasms filled the air with the stench of musk, seed and marecum. For eight agonizing minutes they endured before the worms devoured all that could be considered a conscious mind and attached to the spinal cord.

It was another few minutes of twitching and little grunts and huffs as the worms took control of the brainless pony and dragon husks. They lurched to their hands and knees, stripping their clothing from their bodies. The two naked mares and drake crawled to the center of the floor and assumed a head down ass up position, pressing their naked asses together. Ponuts and tailhole gaped, readied for the breeder worms to arrive… but there were some more to add to this nest before it was ready.

Author's Note

A long awaited return of the dreaded Brain Nommers.