The Everfree Forest just had to be something Discord made. There was no denying it. One moment, everything was fine. Twilight was simply on the path to the Castle of the Royal Pony Sisters to see if she could recover any other books from the library, and not even ten minutes into her leisurely trot, she was lost.

“Ugh,” Twilight ground her teeth against each other as she continued to search for the path she had been trotting on a half hour earlier. She knew the forest was unnatural, but she didn’t think it could get to the point where a path she had walked several times suddenly disappeared, leaving her stranded in the jungle.

The jungle known for housing strange magical creatures, and magicks that did who-knows-what to those exposed to them for too long.

What was worse, something was preventing her from flying up above the trees to see a way out. This was new; Rainbow Dash, Fluttershy, and Twilight had all flown over the forest without a problem, though they did have to steer clear of the clouds with minds of their own.

Though it was a particularly windy day, whatever it was keeping her from flying up there felt decidedly less natural.

Maybe it has something to do with the smell, she thought to herself, thinking back to the tantalizingly-sweet smell that she had detected just past the river. It had been such a nice smell… maybe a special flower or something. Or perhaps it was a leftover smell from something Zecora had made.

Either way, when she smelled it after crossing the river, she felt a quick search was in order. Part of her was thinking it wasn’t a good idea to venture off the path in this forest, but she reasoned that as long as it was a short search for the source, she would be fine.

Well, now here she was, stranded in the forest and unable to fly above the trees to find her way out.

The thought had occurred to her that maybe if the just walked one way as long as she needed to, she’d eventually hit the edge of the forest and be able to find her way back to civilization.

But which edge?

It could be Ponyville, or it could be all the way south near Dodge Junction. Or it could even spit her out near the San Palomino desert, and then she’d really be stuck, considering she had no water and had no idea where the river was.

She ground her teeth even harder as she sat down on the ground in frustration. She was getting nowhere, and it was getting close to dark. At the very least, she needed to find a good place to camp. Preferably someplace with a source of water.

There were plants all around her in this jungle, so fresh water had to be close, right?

With a groan, she fell backward to rest belly-up. Was there any way out of here?

She had told her friends, the Princesses, and Starlight, that she could be a few days, since she did say she was going to explore the castle even more. Now, that meant that it would be several days before they started to worry, or before the Princesses sent out a detachment of guards to find her.

She had tried accelerating that process by shooting a beacon into the sky, but the canopy of trees had somehow blocked her spell. Maybe that was why she couldn’t fly above? Because no magic could pass?

Whatever the reason, now she was regretting coming alone. It had all seemed so simple at the time. She just needed some time alone and on her own from everything. Who would have thought it would backfire like this?

There came a rumbling sound, accompanied by her tummy tingling slightly.

Of course… she thought as her stomach growled. She hadn’t brought any food because she had left food at the castle with preservation spells on them last time she came out, and thus didn’t think she’d need to. Again, in hindsight, a dumb idea.

Have to find food, have to find water, she thought, swinging herself forward back into a sitting position. Food shouldn’t be that difficult. If she could find some fruit and make sure it was edible, she was in good shape. And if she could find that, it meant water was nearby as well.

Well, let’s keep going, she thought, standing back up and setting off.

But she hadn’t gone more than a few paces before she smelled it again. That sweetness was back, and it was stronger than before.

As if she were closer to its source.

An involuntary tremor wracked her body, and she shivered. She wasn’t cold, but she knew that whatever was emanating that smell, she needed to find. It could be the answer to her current problems.

All it took was a quick spell to make the scent visible in the form of a thin cloud of magenta, issuing from somewhere in front of her in the forest, and she was off.

This was much better. Why hadn’t she thought of this before? It would have made her search for the source of the aroma a lot faster.

Night was falling on the forest, meanwhile, but the magically-visible aroma provided all the light she needed as she followed it back. She wouldn’t need to worry about the darkness if she could find the source.

In almost no time at all, she found a cave in the side of a cliff, jutting upward from the forest around them. It wasn’t a high cliff, but it was tall enough to create a cave in its side.

And the trail of aroma was pouring out of it.

I’m close, Twilight thought, feeling herself start to pant. So focused on the smell was she, that she hadn’t yet realized that her marehood had moistened and her essence was trickling down her thigh. The smell was all that mattered. Once she found that, she could tend to her needs.

Almost as soon as she entered the cave, the ground beneath her began to tilt downward, but that didn’t dissuade her one bit. Step by step, she got closer and closer, the magenta cloud having grown so thick it was almost as thick as Pinkie Pie’s mane.

The sweetness was oh-so-tantalizing… and she was almost there… almost there… just a bit farther...

The cave had to have been a maze. She barely acknowledged branching paths in the cave as she went deeper and deeper, but the smell was her guide, leading her the right way.

And finally, as she turned once again, there it was.

The magenta mist was at its thickest in a large cavern, and it was issuing from a massive flower on the ground. Its petals looked so big, all four princesses and Twilight’s friends could stand on one of them and still have room to move around! Because of the mist, she had no idea what color it really was, but it didn’t matter, because she had found it.

At its center, there was a sort of pool of liquid, and from that liquid, the scent was issuing. As she drew closer and closer, stepping over the vines that extended from the flower, the trickle of her essence coming from her marehood slowly grew, until she was dripping. And as she moved, the vines on the ground, attached to the walls, and hanging from the ceiling, stirred.

The pool itself looked big enough for at least twenty ponies to stand in, and it was just deep enough to reach the middle of her barrel if she stood in it.

But she didn’t stand in it. Instead, as the magenta mist vanished around her, she leaned into the pool and licked.

It was as if heaven itself had entered her mouth! It was the most amazing sweetness she had ever tasted! And she could tell that it would nourish her like nothing else as well. Licks became gulps as she leaned even further into the pool, before she finally stepped over the edge and waded into the center, drinking to her heart’s content, even as she felt the burning in her marehood intensify. But it didn’t matter yet. She was thirsty, and the plant was providing, issuing the liquid from a strange, fleshy-looking pistil standing tall in the center of the pool.

If Twilight had been paying attention, she would have noticed everything around her suddenly come alive. A green glow illuminated the room in place of the mist, the source of which appeared to be several green particles in the air, like ten million little green fireflies.

Something touched her wing, and she glanced over, momentarily distracted. A green tentacle, veiny and ending with a round point covered with several pores, was hovering there as if it were inspecting her. Whether it was green because of the light or because it actually was green didn’t matter. Nor did the tentacle itself. She dismissed it as though it were the most normal thing she had ever seen, and went back to drinking.

Suddenly, something poked her in the head, startling her again. But she wasn’t irritated. Far from it, this plant was providing her with sustenance, and she was eager to repay it however she could.

Another tentacle was there for her to see. Unlike, the other tentacle, this one seemed to have a point that ended in a spongy mass, and the mass was glistening. As soon as she had raised her head, it had moved forward and bumped Twilight on her lips. smearing its juice on them.

The smell was identical, and so her tongue reached out and licked it up almost unbidden, and more of the heavenly sweetness filled her mouth.

The tentacle came forward again, and this time, Twilight opened her mouth and caught it, suckling it and drinking the sweet liquid as it issued.

This was even better than the pool! Here, the flow came whenever she wanted, and all she had to do was suck in with her mouth, as though this plant were her mother.

The tentacle that had bumped her in the side earlier was now moving behind her. as the tentacle in her mouth started to pull backward. There was no way in Tartarus that Twilight was going to let it escape, so she followed it, continuing to suckle all the while as it led her out of the pool and out onto one of the flower’s petals.

Once she was there, the tentacle stopped, and she with it. Her lower half was sopped with the liquid, and she dimly noted at the back of her head that her wings couldn’t possibly fly as wet as they were, before that thought disappeared.

Two more tentacles had appeared around her, both gently starting to wrap around her midsection several times, holding her wings to her sides, and gently lifting her up, off the ground, just a couple of feet into the air.

Far from afraid, Twilight was only comforted. The plant was keeping her safe while she continued to drink its nectar.

But the plant had more ideas in mind. The first tentacle, which had been hovering behind her for the last few moments, finally slipped forward and prodded her at her leaking entrance.

Twilight sighed around the tentacle in her mouth. Was there nothing this plant wouldn’t do for her? First, it led her to this fountain of ambrosia, then it fed her and protected her, and now, it was going to satisfy her needs!

After another prod, Twilight felt one of her legs twitch. Come on, come on… she thought.

And then finally, the tentacle slipped inside, pushing about halfway in, causing her to let out a moan through her nose. So amazing was the pressure, she was completely unaware that the tentacle had torn through her hymen, and it gave her no time to think about it. It pulled back a mere inch before pushing forward even more, sliding further and further inside. With each push, Twilight moaned more and more, feeling it reach deeper and deeper inside of her, and willing it to reach the end and send her into bliss.

Until, with one mighty thrust, she could feel it brush her deepest barrier, and she screamed around the tentacle in her mouth as she entered her first orgasm. Her legs twitched, and her walls clamped hard around the smooth vine, trying her utmost to coax it in even further.

As the sensations of her orgasm faded away, she could still feel the burning need in her loins even more, and she suddenly realized that the tentacle in her marehood was leaking something inside of her, something that her walls were absorbing and were keeping her horny.

Had she a clear head, she might have thought that this plant was incapacitating her with aphrodisiac, but her head was wonderfully focused on the pleasure, so such negative thoughts didn’t enter her mind.

She felt four more tentacles touch her, each one on one of her hooves, her only warning before they wrapped around them and gently started pulling them apart, giving the tentacle in her marehood easier access.

While she had her tail flagged just high enough for one tentacle to get in, she realized the plant wanted another hole, so her tail flagged as high as it could, exposing her tailhole for the plant to use.

Another tentacle prodded gently at the newly-exposed hole, causing Twilight’s eyelids to flutter shut. It really was going to see to her every need, wasn’t it? What a wonderful plant.

Being the (former) virgin that she was, she had no experience, but she had, of course, read on the subject. This plant was taking such great care of her and she wanted to make it as easy as possible for it to do its job. She began to relax her sphincter as much as possible, allowing the tentacle as much access as she could. Its gentle prodding grew more and more forceful as it tried more and more to push its way in.

But finally, it managed to push through, causing Twilight to moan again as it slid inside, and almost instantly began to leak the same liquid its cohort in her marehood was, only adding to the fire.

She was beyond glad she had emptied her bowels before starting on this journey. The last thing she wanted was to defile this amazing plant. No sooner had the thought entered her head than it was wiped away by the new tentacle starting to pump in and out.

The two tentacles were now alternating. One would thrust and the other would pull back, maximizing her pleasure, and it was not long before she entered her second orgasm, moaning around her source of nectar again.

Even as she came down from it, the tentacles were only increasing pace, causing her to cry out around the nectar source in delight. It couldn’t have been a minute before she achieved orgasm a third time.

And then a fourth, shouting even louder as they coated her insides with that wonderful fluid.

And then a fifth.

And then there were no orgasms. There was only Nirvana, a state of perpetual orgasm.

She was complete. Why would she even want to go back to Ponyville? Everything she could ever want was right here. The plant fed her and nourished her, and then it gave her all the pleasure she could handle and then some.

And with those thoughts, whatever resistance Twilight Sparkle had left in her, buried so deep down it could do nothing, vanished as she gave herself wholly over to the plant.

The tentacles holding her legs apart were no longer necessary for that purpose, only to hold her steady. She spread her legs as wide as she could, silently begging for more. The plant, however, did not oblige her.

Instead, it removed the two tentacles in her tailhole and marehood, causing her to let out a choked sob around the nectar source as her be all and end all left her, leaving her a shell, empty and dull inside.

Were she in a clearer mind, not focused on her deep despair, she would have noticed the tentacles were instead raising her higher into the air, toward the wall of the cavern. It took her some time before she realized this, and when she did, she was already near the top, the ceiling of the cavern just visible through the hazy green glow. She could see that it, like the walls and floor, was also covered in vines, but there was something else.

All around the cavern, hanging from the walls and ceilings, were bulbs. Huge bulbs, large enough to fit even Princess Celestia inside of them. Twilight wondered dimly if they had at one point, before, again, the thought vanished.

Now, she noticed the tentacles were lifting her towards one of these pods, its membrane shifting and opening up as they grew near.

She couldn’t see the inside due to the dim lighting, but she didn’t need to. Her hope was restored, and she wanted nothing more than to climb into the offered pod.

This, unlike before, the plant was happy to allow. It turned her so that she faced into the cavern, before slowly, almost too slowly, leaning her back into it, slowly uncoiling from around her body. The omnipresent nectar-giver in her mouth didn’t budge, however, and its presence was comforting, even as the plant seemed to want to leave her more and more alone.

Finally, just as her legs were freed from the tentacles coiling around then, she felt herself be slid into the pod and pushed up against the back of it. The back surface felt comfortable, like a large pillow. The tentacles holding her into the pod were still holding her just a bit off the ground. No sooner than her back touched the surface than a number of vines somewhere below her began to wrap around her legs, holding her lower body to the wall.

As soon as she were secure there, the tentacles around her arms came free, to be replaced by even more bindings from the pod itself, and now, she was secure against the pod’s back. With that, the tentacle coiled around her midsection came free, pulling back, and leaving her.

But that was alright. The plant was keeping her safe and secured.

But as that tentacle left, so too did her source of nectar, pulling out of her mouth. With a cry, she leaned forward as much as she could, attempting to go after it, but she was restrained by the pod’s bindings, keeping her there.

No sooner had it gone than she let out another sob. Was the plant that cruel? To deny her only purpose in life?

A rustling above her startled her out of her renewed despair, and she looked up. From where the stem of the plant met the top of the bulb, a number of tentacles sprouted from a hole. They were varied in size, and Twilight hadn’t the time to see all of them or their functions, but she did notice one.

Another tentacle with a spongy end, leaking fluid. At once, she craned her head toward it, desperately trying to catch it in her mouth, and the plant, only too happily, obliged. The tentacle pushed forward and shot into her mouth, flooding her mouth with the substance once again, as though it were as happy to be reunited with her as she was.

Around her, the other tentacles slid around to positions she didn’t really notice, but whatever they wanted, she was ready to provide. Again, two tentacles pressed against her marehood and her tailhole, but they were different this time. The one pushing up against her anus was larger, thicker. She pushed herself down on it, managing just to fit its end into her, and soon after, the rest of it followed, and as before, it set to pumping.

The tentacle against her marehood, however, was different. It seemed to have a dull, rounded point this time, as opposed to just the rounded porous ending the other one’d had. It was also thicker. It had to be the size of three of these things! As with the one in her ass, she practically shoved herself down onto it. Her lubrication, coupled with her stretched marehood from the one before, enabled the thicker tentacle to slide in with minimal resistance, and set to pistoning in and out of her, stretching her marehood almost to the point of tearing, but Twilight couldn’t care less.

She had everything she needed again, even as the membrane of the pod shifted to close around her. It wasn’t completely dark around her, as the green glow from outside was able to be seen from inside the leaves, but sight was neither easy nor important anymore.

Even as the two in her ass and pussy continued her pleasuring right where she had been left off before, a third tentacle entered the mix. This one, rather than a shaft, was a tube. And it floated down to coil around her neck, only just enough to feel like a collar, before it floated up and began to slide down her horn.

Her pleasure doubled right then, as her entire spine lit up, and she cried out again as another orgasm took her. The tube tentacle that had captured her horn was full of what felt like a million little feelers, and they were caressing every inch of its twisting surface, even as the tube seemed to suck on the horn just as she sucked on the source of purpose in her mouth.

This, of course, only inspired her to suck all the more, even tonguing the many holes of the nectar-giver in the hope that the tentacle around her horn would reciprocate. Reciprocate it did, only adding to the new heights of pleasure he was reaching.

But there were still more tentacles. However, they didn’t seem in any hurry to do anything, merely floating there, waiting for the right moment. Whatever their purpose was, Twilight could only hope she was able to fulfill it, when the time was right.

And with that last thought, she surrendered completely, and felt herself drift into unconsciousness as the plant continued to see to her pleasure.

She wasn’t sure how long she was asleep, but she could sense that her body had been able to digest some of the sweet liquid she had been drinking, restoring her energy, and making her that much more eager to continue. To her delight, the tentacles around her horn and in her loins hadn’t stopped. Perhaps they had slowed, to let her sleep in peace, but as soon as she was awake, they were back at it, pounding away with abandon.

But she noticed something had changed about the one in her marehood. It seemed to be thrusting much harder than before, as though it were determined to drill its way into her deepest depths.

As soon as she realized this, Twilight didn’t care if it hurt. All she knew is that the plant needed to be inside of her. It deserved to be that far inside of her. And she bucked herself downward as hard as she could, hoping to jam it in there if she had to.

Time and again, the point of the shaft hit her cervix, and time and again, it failed to penetrate. Twilight was on the verge of shame, that she couldn’t even get something that deep inside of her. How could she hope to repay this plant for all of its kindness now?

But then, with one more final push, the plant’s point suddenly managed to hit right on the money and push its way inside. Twilight almost screamed. Whether it was because of pleasure or pain, she didn’t know. They had reached the point where they were as one. The sensation only grew more intense as the point pushed further and further in, until it felt as though a soft yet firm ridge spread inside her womb and held the bulbous point in place.

To her surprise, she realized that the tentacle sucking on her horn and the one that had been drilling into her anus had slowed to a crawl. It was as though they knew they were not the priority anymore, but they still wanted to service their princess while they waited. Thankfully, her source of nourishment was still dripping as she sucked on it.

A new pressure suddenly pushed up against her loins. Twilight almost jumped at the touch, but her bindings held her in place. The new thing was round, and felt like it was inside the tentacle that had lodged itself in her womb, slowly being pushed up into her.

It was as if the plant itself was coming inside of her. Tears of joy sprung unbidden to the corners of her eyes, and she started to push herself down even harder on the new object. Whatever it was, it was the key to her existence, and she needed it in her depths.

For a long moment, it almost felt as though it wouldn’t be able to fit, but with a grunt and a mighty shove, Twilight forced herself down on it, and it was pushed into her pussy. At once, the renewed stretching caused her to cry out, even as the thing pushed further and further, to the ultimate end.

When it arrived at her cervix, still held open by the tentacle lodged within, it seemed again as though it couldn’t possibly fit, but she was going to make it fit in there even if it caused her the worst pain she had ever felt.

I WILL get it inside me! she thought, pushing herself down again, while doing her utmost to relax her inner musculature.

Until, after what seemed like an eternity, the tentacle seemed to give a great squeeze at its base, and pushed it into her womb, where it landed snugly. Her tears of joy renewed, even as another climax hit her, causing her to writhe around the tentacle, even as the bulb seemed to retract and pull out, leaving her with a weight in her belly, as though she were carrying a foal.

And it was then that the two tentacles that had been waiting suddenly floated on down to her teats, forgotten up until this point. Because of the new mass in her belly, Twilight could not see what they were going to do, but it wasn’t hard to guess.

The moment one of them latched onto her right breast, Twilight gasped. It felt like another of the tentacles that was seeing to her horn, with an interior full of tiny feelers and the ability to suck. And not long after one had attached itself to one breast than the other did as well. Immediately, they both began to suck, with a particular sensation alighting upon her nipples, and the feelers began to massage her breasts

She wasn’t sure which sensation she enjoyed more, but she didn’t have time to think about it. In no time at all, she was bouncing upon the tentacles in her loins once again, the one on her horn was massaging and sucking once more, and the one in her mouth was practically gushing the sweet liquid for her to drink.

She was now in heaven. What reason was there for her to leave? She had food, she had mind-numbing pleasure, she was to repay the plant for its generosity by allowing herself to carry its seeds, and nothing could ever disrupt her happiness.

She was going to serve the plant, her be-all-and-end-all, until the end of time. And she was looking forward to every second of it.

Author's Note

I plan on doing a second chapter for Twilight that comes back to her some time later. May or may not give it a "good" ending. But between them, I'm also leaning toward doing one where a stallion gets caught too. We have too few M/Tentacle stories.

This is my first clop story. I did some other MLP stuff over at fanfiction.net but figured I'd come over here to test my clop writing srkrillz. How can I improve?