“... How much better life can be without your cutie marks,” Starlight Glimmer said.

Twilight and her friends slowly sipped their tea, Rainbow Dash having gulped hers down a while ago and was now snoring lightly in her seat. Normally, Twilight would have woken her up and chastised her for her rudeness, but now it was all she could do to keep her skeptical scowl into full-blown anger, and thus it didn’t feel right to keep Rainbow from being rude.

It was strange however, that Rainbow could sleep in this situation, in front of a mare with such smug superiority that was starting to feel threatening, and clad in a latex bodysuit.

“What do you mean?” asked Twilight, feeling tired herself.

“Oh I’ll show you very soon,” Starlight said, rose up from her seat, and walked past Twilight.

As Twilight tried to turn after her in her seat, she involuntarily slumped over the side of her armchair, and to her shock, she saw waves forming after her arms as she tried moving them.

She looked around, and the only one of her friends who wasn’t sleeping was Rarity, who looked at her with a scared expression. “Twilight?” she said, slowly, worried, before her head slumped to the side.

Twilight looked towards Starlight, who had retrieved some kind of staff, looking a bit like a giant tuning fork made of wood. She aimed the staff at Twilight, and smirked, as a green glow surrounded her and the staff.

“Twilight!” a voice kept calling, which was slowly getting clearer.

“Twilight, please wake up!” the voice called, and Twilight slowly realized that it was Rarity.

“Mmm?” Twilight softly mewled, as she tried shaking the cobwebs out of her mind.

She felt like she was slumped over in an armchair, and tried bringing her hand to her forehead. The lack of contact puzzled her though, as she didn’t feel anything wrong with her coordination, and her limb didn’t feel very heavy.

She opened her eyes, and saw that she was in the same location she had lost consciousness in, wondering what had happened, when she spotted her arm.

Or what was left of it anyway.

Her eyes opened wide in shock, as her arm unceremoniously ended about halfway between her elbow and her shoulder, poking out of her shirt. She waved the limb around, stunned at what she saw, before slowly turning her gaze to her legs.

She gasped as she saw them ending shortly above the knees, poking out from her skirt.

“Twilight?” Rarity said.

Twilight whipped her head around to see Rarity, looking at her with a scared expression, managing to slide down from her armchair, landing on her legs which were the same state as Twilight’s, though covered by Rarity’s now mostly empty dress pants, like her arms ended in the mostly empty sleeves of her blazer.

“Twilight!” Rarity said, in a frantic voice, before she slowly toppled forward, yelping and landing on her significant bosom, and instinctively catching herself with the residues of her arms.

“Rarity, are you okay?” Twilight asked.

“I am most certainly not okay!” Rarity cried, as she tried crawling a few paces, leaving her smart-looking horseshoes behind. “That witch, Starlight, has done something to us, and I cannot figure out how to reverse it!”

Rarity lit up her horn, and a blue glow bounced lamely off herself. “I’m a fashion designer, Twilight!”

Twilight looked around, and saw the clothes of the rest of her friends lying scattered around the floor. Her friends’ manes and tails also lay on the floor, along with two pairs of wings, one yellow and one blue. It looked like they had been removed like articles of clothing. The forms of the manes and tails were intact, and there were no traces of gore anywhere.

It was still a particularly worrying sight for Twilight though, as it looked like they had been magically dissolved or something.

“Rarity! Where are the rest of the girls!?” Twilight asked.

Rarity, propped up on her breasts, nodded towards a spot behind Twilight. “They’re right there, but that monster did something.”

Rarity went back to looking at her arms, covered by her clothes, as Twilight tried spinning around to look behind her armchair.

“Please hurry, Twilight, while I can still wear thigh highs and evening gloves. The upper parts of them at least. I’ll make you the loveliest satin kinds if you just please hurry up.”

Twilight at first tried spinning around by bracing her hands against the armrest, but she just ended up waving her short arms around. She grunted in annoyance, before propping both her short legs and arms against the chair, and heaving herself around. She paused from embarrassment, as her lower half ended up propped against one of the armrests, and her skirt ended up over her back, exposing her thong for the world to see.

When she peered around the backrest, Twilight let out another gasp.

Pinkie Pie, Rainbow Dash, Applejack, and Fluttershy, were lying, naked, in a row on the floor, on their stomachs, facing her and Rarity, their eyes wide, and their limbs completely missing.

They were different though. Their coats seemed to be missing, and instead they seemed to have skins like polished rubber, reflecting the lights in the room. They were bald and tail-less, and their mouths were filled with some form of tubes, and Twilight blushed at the fact that she knew that those were heavy-duty bondage equipment. She also couldn’t help but notice that her friends’ breasts and behinds were a few grades larger than she remembered.

“Rainbow! Pinkie! Are you okay!? Twilight said

At first they didn’t seem to respond, but Twilight then noticed that they shaked slightly, as if they struggled against bindings, and the only sound they responded with was a noise like from breathing through a tube, as they rose and fell slightly at a rapid pace, as if continually taking breaths to silently shout at them

“I’m not sure they can hear us, Twilight,” Rarity noted.

“Oh they can hear you alright,” came Starlight Glimmer’s voice from the door.

Twilight spun around as best she could, and to her chagrin, managed to expose herself even more when her skirt slid higher up.

Starlight Shimmer was walking into the room, holding that same staff from before, her face split in a wide grin.

Twilight reflexively spread her wings, and wanted to smack herself for forgetting she was an alicorn despite not having much to smack with, before she took off.

It was near impossible for the still unskilled flier to navigate herself, and would have smacked into a wall, if she hadn’t been enveloped in a turquoise aura, and held mid-air.

Starlight let out a disappointed tut-tut as she levitated Twilight down towards the armchair, and casually levitated a magic suppression ring onto Twilight’s horn. “Now what were you thinking, princess? Taking off while in the middle of transforming into an unfamiliar shape. What would have happened if you’d actually gotten away, and finished transforming in the middle of nowhere?”

Twilight was propped up against the armchair, with her wings held in place and her magic not available to her, and scowled up at Starlight. “What do you mean?” she demanded.

“Oh, I think your friend will have another little spurt any moment now,” Starlight said, and turned Twilight towards Rarity.

All eyes in the room turned towards the mostly limbless unicorn, and she looked around in worry, still propped up against her large breasts.

Suddenly, the remains of her limbs seemed to be sucked into her torso. Rarity let out a gasp, as her buttocks and breasts gained even more volume.

Rarity let out a whimper as the last of her sleeves and upper parts of her pants legs deflated, empty.

She looked up at Starlight with a hurt expression. “You… you fiend,” she said.

Starlight put her hand to her chest, with a mock-hurt expression. “Why, I thought you would have enjoyed this. An even shapelier form. Don’t you like it?”

Rarity glared up at the latex-clad unicorn, but said nothing.

Starlight suddenly got another smirk, and walked over to the four rubber-ponies laid out on the floor.

“This transformation is more than just bodily, it had to do with the mind as well,” she said, sat down behind Fluttershy, and lifted Fluttershy’s head.

Twilight suddenly noticed that their four fully transformed friends were all wearing chokers, with tiny gemstones on them. Starlight’s horn lit up, and one of the gems on Fluttershy’s chokers glowed for a second.

“There, now you can move, at least a bit,” Starlight said.

Fluttershy’s eyes suddenly started darting around, and she let out a series of huffs as she tried turning around, as if suddenly released from a binding spell.

“You can’t talk, though,” Starlight said, and smiled at her, before turning towards Twilight and Rarity. “One of the many exciting changes will be your compulsion to truth. Oh, we are going to have so much fun with that.”

Starlight gently lifted Fluttershy up slightly by her shoulder, and said, “Now, Fluttershy, your limbs are missing, aren’t they?”

Fluttershy tried to look back at Starlight, who was holding her from behind, and nodded readily.

“And you feel that you have to nod if I ask a question to which the answer is yes, even if you’d rather not respond?” Starlight asked.

Fluttershy nodded silently again.

Starlight’s smile turned into a grin. “Your buttocks and breasts are even larger and shapelier than before, right?”

Fluttershy’s face glowed red, and she closed her eyes as she nodded.

“And you like that, don’t you?”

Fluttershy kept her eyes closed as she nodded with vigor.

Starlight got a soft expression on her, as she raised Fluttershy up some more, and fondled her now very large breasts. As Fluttershy’s breathing quickened through her tube, Starlight gently placed her lips against Fluttershy’s forehead.

“Good girl,” she said, and lit up her horn again.

Fluttershy’s head shot back to the previous position, her eyes opening and freezing at a spot in front of her, and Starlight let go of Fluttershy, who like Rarity, bounced against her bosom rather than her face, her cheeks still red.

“You monster,” Rarity said, her expression now one of disbelief.

“Oh, still ungrateful?” Starlight said, and walked over to Rarity. “I think you’ve lost clothing privilege.”

Rarity and Twilight’s eyes widened, and Rarity tried squirming away, but mostly ended up rubbing her blouse against the floor.

“No! Nononono, no you don’t!” Rarity said, frantically, as Starlight sat down beside her, cross legged, and slowly lifted the futilely struggling unicorn into her lap.

As she did, two buttons burst from Rarity’s blouse, one of them hitting Twilight between the eyes. Twilight yelped and closed her eyes, before instinctively trying to rub herself at the spot with non-existent limbs.

Starlight laughed melodically, genuinely enjoying herself, before aiming Rarity, whose beautiful silk brassiere was now visibly struggling to contain her large breasts, towards Twilight.

“Did you see that?” Starlight asked. “Your titties are now so large that they shot a button at the princess. I think she tried to shield herself, but couldn’t. What do you think?”

Twilight glared at Starlight, and Rarity averted her eyes, cheeks glowing red.

“What do you think?” Starlight insisted. “She tried to shield herself, but she hardly have any arms left to do that with does she? Go on, tell me whether Princess Twilight has any arms.”

“She,” Rarity started, and swallowed before continuing. “She has a little bit left of her arms.”

Starlight tittered. “Oh, I think that truth-magic is kicking in. Isn’t that good? Tell me, Princess Twilight, do you think honesty is a good thing?”

Twilight, standing on the stumps of her legs, nodded reluctantly.

“Ah, so you’re not gonna mind this part. Your arms are all gone though, aren’t they, Rarity?” Starlight asked.

Rarity nodded.

“And your legs. Go on,” Starlight said, in a sweet voice. “Tell me if you have any arms or legs.”

Rarity looked down on herself. “... I don’t have any arms and legs,” she said.

“What do you say, princess?” Starlight asked, turning to Twilight.

Twilight was about to say something very rude to Starlight, but it was as if something had remapped that particular part of her brain, and instead she blurted out, “Rarity doesn’t have any arms or legs. I do, but there’s not much left of them,” before she let out a yelp, and tried raising her arms to her mouth to stop herself from talking.

Starlight laughed mirthfully. “Oh what a show!” she said. “Go on, princess, did you just try and cover your mouth with your arms?”

Twilight sighed. “Yes, I did.”

“Did it work?”

“... No.”

“So give us a rundown of what you tried to do with them recently, and why you couldn’t,” Starlight said, smiling sweetly at Twilight.

Twilight blushed fiercely as she glared at Starlight. “First, a button shot out from Rarity’s blouse because her breasts are so large, and I tried rubbing my forehead. Then I tried covering my mouth, but neither worked because–” Twilight put her arm stumps up to her muzzle, and reached halfway to her mouth “– because my arms are only this long.”

“Very good, princess. I’m glad you also enjoy honesty like I do. Now, where was I?” Starlight said, before turning her attention back to Rarity. “Ah yes, clothes.”

“What? No no!” Rarity shrieked, as Starlight ripped her clothes off from her. Her blazer slipped off without much resistance, and the buttons of her blouse all shot away as that was ripped off, leaving Rarity’s silken underwear on display, her breasts nearly spilling out of them.

Rarity let out a gasp as Starlight pulled her pants off, showing her silken, lingerie-like panties, with garter belts connecting them to a pair of thigh high silken socks, now hanging empty underneath her.

“You really are a beautiful mare,” Starlight said. “Don’t worry though, nothing has changed. Has it, princess? Rarity is beautiful, isn’t she?”

The question came as a surprise for Twilight, and at first she didn’t register how readily she answered. “Yes, Rarity is stunningly beautiful.”

“Aaw,” Starlight cooed. “That’s was nice of her, wasn’t it? Is Princess Twilight beautiful?”

Rarity smiled sadly at Twilight, a confused piece of joy in this bizarre situation. “Thank you, Twilight, and yes, she is very beautiful.”

“Think she’s seen you naked before, though?” Starlight asked, and squeezed her hand into one of the cups of Rarity’s brassiere, kneading it before starting to remove the remaining clothes, making Rarity bite her lip and squirm in place. “Have you seen Rarity naked, princess?”

“Yes,” Twilight answered.

Rarity stopped squirming, and looked at Twilight, surprised. “You have? When?”

“In the changing room for the Hearth’s Warming play,” Twilight said, and blushed. “I saw you all.”

Rarity was about to answer with an “Oh,” when Twilight suddenly let out a yelp, and fell forward, as the remains of her legs vanished beneath her, and her arms were sucked into her shirt.

Twilight landed in the seat, but her breasts, now larger than Rarity’s had originally been, were now hanging over the edge, their weight pulling her forward. “Whoa, whoa! I’m about to fall over!”

Starlight laughed again. “You certainly are. Give us another little rundown of how things are would you, princess? In fact, don’t make it a little rundown, tell us more about yourself.”

Twilight looked down on the floor. It wasn’t very far down, but she didn’t relish the idea of landing on her muzzle regardless. “M-m-my name is Twilight Sparkle,” she said, wiggling her loins to try and stabilise her position, but without success. “I’m a student of Princess Celestia, the former bearer of The Element Of Magic, and recently ascended princess myself.”

“Very good,” Starlight said, approvingly. “Now for your current situation. What is happening at the moment?”

“I-I… my… parts of me are much larger than I’m used to, and I’m hanging over the edge of an armchair, and I can’t pull myself up because I don’t have arms or legs,” Twilight said, and flinched. “And my bra is too small, and it’s starting to hurt.”

“How does it sound when you royally declare your situation?” Starlight said. Twilight couldn’t see it, but she could hear the wide smile in her tone.

Twilight tried whipping her head up to glare at Starlight, but had to quickly put her head back again, as she felt herself slipping forward just a little from the action.

Twilight let out a frustrated growl, and said, “I, Princess Twilight Sparkle of Equestria, am about to fall onto my royal muzzle, because of my painfully large royal boobies.”

Starlight laughed again, probably the biggest laugh yet, Twilight’s face glowed beneath her bangs.

“Royal boobies,” Starlight echoed. “I like that. For that, let’s see if you can’t get any help.”

Twilight almost didn’t stop herself from looking up with hope.

Starlight placed Rarity on her back, a few paces away from Twilight, and removed her panties. “You have plenty of stuff to cushion her fall with, don’t you?”

Rarity grunted in annoyance. “Yes I do,” she said, before trying to crawl over to Twilight.

“What was that?” Starlight asked. “What do you have?”

“I have boobies large enough to cushion Twilight’s fall!” Rarity shouted angrily.

Starlight clapped her hands together, delighted. “And can you explain, in detail, what you’re doing now?”

“I’m trying to crawl underneath Twilight to make her fall on my bosom, but that’s very hard considering I don’t have arms or legs either!”

After some struggling, Rarity found that while her upper body was now even heavier than before, the size of her loins gave her a lot of leverage, and she arched her back, lifting her stomach, and, huffing, heaved her torso up, and slowly wormed her way towards Twilight.

“Please hurry, Rarity,” Twilight begged.

“Why so worried, Princess? It’s not very far down,” Starlight pointed out.

“With my additional weight, and with no arms to catch myself with, it’s gonna hurt enough,” Twilight barked, before wincing again from the painfully small bra.

“Twilight, in order to not stab me with your horn,” Rarity said between huffs. “Can you try and fall on your side?”

“I’ll try,” Twilight said.

Rarity managed to position herself underneath Twilight, and said, “I’m ready, darling.”

Twilight turned as much as she could, causing her to drop onto Rarity, landing with her breasts on top of and above Rarity’s, squishing them together, and making them spill out almost over Rarity’s muzzle.

They both let out, “Oomphs,” as they landed, then started panting together, before lookin at Starlight as they heard her clapping. They turned and saw her looking at them, overjoyed.

“What an adventure!” she said, excited. “But you’re forgetting things, like Twilight’s painfully small underwear, squishing her royal boobies.”

“And I suppose you’re not going to help?” Rarity asked, annoyed.

“Oh I think you’ll do fine,” Starlight said, waving her remark away.

Twilight winced again, and Rarity looked at her in concern.

“Twilight?” Rarity asked. “I’m not sure how to do this without tearing it.”

“Just do it,” Twilight said. “I have a feeling I’m gonna end up naked anyway.”

Rarity nodded, then bit into Twilight’s shirt, and started pulling. It took a few yanks, and Twilight had to try and scoot down across Rarity’s body to give her some leverage, but eventually, the shirt came apart, exposing Twilight’s breasts, and the straps that were biting into them.

“Now, Twilight” Starlight said. “Aren’t you glad in this case that you don’t have any arms? Rarity will have a much easier time pulling your bra off, after all.”

Twilight sighed, as Rarity bit down on her shoulder strap, and pulled it over her empty shoulder. “Yes, in this case… I’m glad I don’t have any arms,” she said, and let out a breath of relief as some of the pressure was lifted from her chest.

“Alright, let me help you with that,” Starlight said, and rose up, walked over to Twilight and Rarity, and pulled off the remaining clothes of Twilight, leaving her naked on top of Rarity. “Liberating, isn’t it?”

Twilight let out a sigh of relief, and looked down at Rarity. “Thank you,” she said.

Rarity smiled at her friend. “You’re welcome, darling,” she said, before turning to Starlight. “So what now?” she demanded.

“Oh you’re not fully transformed yet,” Starlight reminded them. “You’re not done until you’re like your friends, but don’t worry, we’ll see results juuuuust about… now.”

Rarity and Twilight looked around worriedly for a moment, and then at each other, before Rarity suddenly let out a gasp, and tried looking down her herself, but just managed to bury her muzzle in Twilight’s cleavage.

“Rarity? What’s wrong?” Twilight asked, as she tried heaving her torso off from Rarity’s muzzle, but just managed to spill even more of her breasts across Rarity’s face.

Rarity tried tipping Twilight off from her, and after a few moments of confusion, they synchronized their wiggles, and Twilight fell on her back next to Rarity, as Rarity gasped for breath.

“Rarity, I’m sorry–” she started.

“Not now, darling,” Rarity said, between panicked pants, and kept trying to throw her head up as far as possible, to peer down on her body, obscured by her breasts.

Rarity instead had to throw her lower part against the armchair, and prop it up in order to get a look at it. Her face paled beyond the shade it normally was, as she saw what was happening.

From her marehood spread a magical effect unlike anyone of them had seen before. Rarity was slowly turning into a rubber version of herself.

Starlight crouched down before the two paralyzed ponies, and placed Rarity’s rear back on the floor, before reaching out to slowly knead Rarity’s breasts.

“Wh- what are you doing?” Rarity asked.

“Whatever. I. Want,” Starlight said, huskily, and lit up her horn.

In through the door, in Starlight’s magical aura, floated six plinths, plain looking, except for two large dildos attached to each of them.

“Now to make some proper display pieces,” Starlight said, placed one of the plinths on the floor beside her, the dildos pointing up, but forming an arc.

She magically lifted up Applejack, holding her upright in mid-air, her face locked looking up towards the ceiling.

Twilight finally got a good look at her transformed friend. She certainly looked alive, she breathed clearly, and constantly squirmed slightly. She even seemed to have a pulse. What caught Twilight’s expression though, was Applejack’s cutie mark, or the lack of it.

Instead of the usual apples, the word ‘TOY’ was written on her flank.

“I really am such a sweetheart,” Starlight said, as she aligned the dildos with Applejack’s marehood and rear end.

Twilight and Rarity watched on in horrified fascination as Applejack’s orifices, looking far too tight for the large dildos, rested on top of them

“This would probably be unpleasant if she wasn’t transformed, but...” Starlight dropped Applejack down onto the dildos, propping her up without Starlight’s magic. “This would’ve felt very nice.”

Applejack’s form shuddered. Starlight stood up, and magically pressed something on Applejack’s collar. Applejack unfroze, and looked towards Starlight, wide-eyed.

“Isn’t that right, cowgirl? That didn’t hurt, did it?” Starlight said.

Applejack shook her head.

“It actually felt really nice, didn’t it?”

Applejack nodded

“How nice?” Starlight asked.

Applejack started huffing an unintelligible response, but Starlight pressed against her collar, making Applejack jerk back and stare into the ceiling again. “I’m sure the answer was fascinating.”

Rarity had gone back to trying to watch her body slowly transform, whimpering slightly, but Twilight couldn’t take her gaze away from Applejack.

“What do you say, princess?” Starlight said. “I’m gonna do this for all of you. What am I doing, and why am I so nice while doing it?”

Twilight was shook out of her horrified fascination by her own mouth answering the question. “You’re propping us up on…” Twilight looked with a frightened expression at the dildos, “... very large rubber stallionhoods, and it’s nice that you’re making sure it’s enjoyable and doesn’t hurt.”

“Excellent. Here’s a reward,” Starlight said, and bent down to start to tweak Twilight’s nipples lightly.

Twilight let out some startled whimpers, and tried, fruitlessly, to squirm away.

“What? Don’t you like having your ‘royal boobies’ played with?” Starlight said. “I bet Rarity does. What do you think?”

Twilight nodded, as she still tried squirming away. “I like ponies playing with my breasts, and I’ve heard Rarity say she does as well,” she said, fighting back slightly panicked panting.

“Twilight!” Rarity cried, the transformation having reached her upper neck. “I can’t… I can’t–” was all she managed to say before the rubber reached her mouth, flowing into it, and forming a tube just like the other girls had, silencing her.

Rarity looked on as the rubber reached her eyes, covering them too, making them glossy and reflective. At last, the transformation reached the top of her head, making her mane and horn fall off, joining her tail on the floor.

As Twilight looked at Rarity’s horn on the floor, she felt a strange sensation coming from her loins, like someone was covering her with a balloon filled with warm water. The sensation wasn’t unpleasant at all, though very strange as she felt her tail fall off, but she didn’t have time to focus on that.

“Let’s make this interesting, shall we?” Starlight asked, and reached down to daintily slip the ring off from Twilight’s horn.

Twilight gasped. She figured that she Starlight would never put herself in a situation where she wouldn’t win, but she still lit up her horn, attempting to blast Starlight with magic, but Starlight immediately grabbed the mysterious staff in her aura, and the blast was deflected without seemingly any effort.

“What do you think, your royal highness?” Starlight asked. “Think you can beat me?”

“No,” Twilight answered, gritting her teeth. “Not while you have that staff.”

“Correct,” Starlight said, pleased with herself. “So what are you going to do instead?”

“I’m gonna try and find a way to reverse the transformation,” Twilight said, before letting out a gasp from her wings falling off her back.

“That might be hard if you’re compelled to answer all my questions, won’t it?” Starlight said

“... Yes,” Twilight said, desperately searching her mind for anything that might help.

“Why?” Starlight asked.

“Because you can ask me what spell I’m going to use, and then counter it.”

“I would’ve tried smacking my horn, but why can’t you?” Starlight asked.

“Because I can’t reach it without arms and legs, which I don’t have,” Twilight grumbled. “We’ve been over this.”

“And you don’t have a lot of time, do you?”

“No.”

“Because?”

“Because I’m about to be transformed into some sort of rubber doll!” Twilight shouted, angrily.

Starlight laughed, and placed the staff on the armchair. “Alright, tell you what, I’m gonna give you one shot, one freebie, to do any spell you want, no questions from me.”

The rubber was now covering Twilight’s breasts, and Twilight wracked her brain for a moment more, before coming up with a spell.

Charging up her horn, she shot a magic spell on herself and her friends, then deflated as the rubber kept spreading.

“Oh, ho ho ho ho. What a pity,” Starlight said, mockingly. “It looks like miss princess loses. Go on, what’s gonna happen to you?”

“I’m gonna transform into a rubber doll,” Twilight said, as the rubber reached her face, crawling out to her mouth. She instinctively tried squirming away from it, but to no avail.

“Tell me whether you lost.”

“I lost,” Twilight said, frustrated by the readiness by which she answered.

“Got any last words?” Starlight said.

Twilight glared at Starlight. “You’ll never get away with–” was as far as she got before the rubber blocked her mouth and made her nostrils vanish. Starlight looked on with a predatory grin, as the rubber covered Twilight’s eyes, and reached the top of her head, making her horn and mane fall off.

She bent down over Twilight. “I think you’re mistaken,” she said, before sitting down and picking up the struggling rubber doll that was Rarity.

Starlight magicked the staff to her, and pointed it at Rarity’s cutie mark, before setting the staff down again.

Then she plucked at Rarity’s flank, and like it was a well-chewed piece of bubblegum, pulled off Rarity’s cutie mark.

Rarity huffed and renewed her squirming as her cutie mark slowly left her. Unlike their friends, Rarity and Twilight could still move what little was left of their bodies like usual.

The cutie mark was pulled off, and was hovering in the green glow of the staff, when Starlight levitated a small, wooden box beside it.

“Your special talent,” Starlight said to Rarity. “It’s important to you, isn’t it?”

Rarity nodded silently, her frightened gaze fixed on her cutie mark.

The box opened, and the mark was deposited into it, and closed.

“I don’t know about you,” Starlight said, placing her free hand on her nether region, and kissed Rarity on the side of her muzzle. “But the thought of something so important to you being so close, yet so far away, is a real turn-on for me. I’m so jealous.”

Rarity glanced at Starlight, looking shocked, as Twilight tried shouting that Starlight was a manipulative liar who had told the townsponies that she had removed her cutie mark and changed herself into a rubber-hybrid like they had, but that she was just in a catsuit disguise.

Only a series of almost silent, vaguely upset-sounding huffs came out though.

Starlight, still softly touching herself, hummed calmly as she floated over a paper to her. It had the word ‘TOY’ cut out of it, like the mark on Applejack and the rest of the immobile ponies’ flanks.

The paper was placed on Rarity’s flank, and she tried looking on as best as she could, huffing rapidly, as the staff in Starlight’s magical grip sprayed out what looked like ink on the paper, marking Rarity’s flank just as her friends’ had been.

Rarity suddenly took the same position as the rest of Twilight’s friends, and froze.

Starlight placed Rarity on the floor, and after a moment of consideration, placed the rest of the frozen friends next to her, saying, “Actually, you can come down from there again, cowgirl.”

She aimed them towards Twilight, who wasn’t completely immobilized like her friends, but still seemed very helpless.

“I have a little show in mind,” Starlight said, and stopped touching herself as she stood up, addressing Twilight. “Don’t worry, princess. You’re gonna get the same treatment, and you’re gonna love it, but first… Pinkie Pie!”

Starlight magically lifted the pink mare into her arms, activated her collar, which enabled her to move what little she had left to move. She turned to face Starlight, squirming her loins as best she could.

“Now, Pinkie, what do you say about demonstrating to the princess what’s gonna happen to her?”

Pinkie Pie huffed a few times in response.

“Excellent,” Starlight said, and turned to Twilight. “What’s your name, princess?”

Twilight, looking up at Starlight, and unable to make any other sound, huffed four times, once for each syllable in her name. It was the most intelligible way she could communicate.

Starlight smiled at her. “That demonstrates that. Yes-or-no-questions are easier. For example, Pinkie Pie, do you think you can do anything about your situation?”

Pinkie Pie shook her head.

“Would you rather go home?”

Pinkie Pie nodded.

“You don’t like it here?”

Pinkie Pie shook her head again.

“But, it’s not all bad here, is it?” Starlight asked, smirking.

Pinkie Pie shook her head.

Starlight set down Pinkie Pie next to Twilight, and said, “Pinkie Pie, I’ve altered your body and mind to be a sex-toy. It’s your strongest desire right now, to be a toy, correct?”

Pinkie Pie nodded, making Twilight look at her in shock.

“It’s practically overwhelming, you just have to have somepony playing with you, don’t you?”

Pinkie Pie nodded again.

“Would you like Princess Twilight to play with you?”

Pinkie Pie turned towards Twilight, and, blushing fiercely, nodded her head, provoking a similar blushing in Twilight.

“What do you say, your highness? Feel like playing a little with Pinkie?” Starlight asked.

Twilight looked up at Starlight, and shook her head.

“Aaw. Let me guess, you think she might not actually want you to? You think you’re gonna make Pinkie Pie uncomfortable?”

Twilight nodded.

“Well, both of you most certainly are going to feel uncomfortable, but not nearly as uncomfortable as good in Pinkie’s case, and I think Pinkie would prefer it if you tried getting over it,” Starlight said. “Try and convince her, Pinkie.”

Pinkie Pie looked at Twilight, her eyes begging, and she spread her shoulders in a hug-like gesture.

Twilight and Pinkie started inching themselves closer to each other, moving much like Rarity had, and after Twilight heaved herself a few times, she managed to end up with her neck resting over Pinkie’s.

She could feel the soft warmth coming from Pinkie, like she herself emitted, and the pleasant smoothness of her new rubber skin.

While it couldn’t be called a hug, it was tender and affectionate, and Twilight thought about how Pinkie agreed that her desire was irresistible.

“Aaaw,” Starlight cooed, leaning her face against her clasped hands. “How precious.”

Twilight looked up at Starlight in annoyance, blushing, then turned to look at the rest of her friends.

Rarity, who had been so full of expression just moments ago, was now frozen in place. Twilight wished she could see any expression in her friend’s eyes, but nothing showed. Regardless, she knew her friends, and she knew that they encouraged her in spirit.

Twilight had always appreciated her friends’ physical beauty, from Rarity’s and Fluttershy’s beautiful and soft yet sexual grace, to Rainbow’s and Applejack’s athletic and healthy forms, and to Pinkie’s physical beauty that radiated the same eager joy as everything else about her.

Now, however, the sexual part of their beauty was amplified. Twilight looked at her own, great bosom, and then to Pinkie’s. It was a bosom that loudly exclaimed the fun it would offer anyone who played with them.

Twilight heaved herself up at Pinkie’s soft rubber breasts, and looked down questioningly at her face.

Pinkie Pie nodded to her, and Twilight, blushing slightly, knowing that her friends were all watching, rubbed her muzzle against Pinkie’s rubber flesh.

Pinkie Pie let out a long breath, and her eyes became half-lidded, as Twilight did her best to rub the spot where a nipple would be without access to a tongue. She had to admit, even with the unwanted presence of Starlight, she certainly didn’t mind this.

Something smacked against the floor near Pinkie’s lower parts. Twilight looked up to see Starlight grinning at her, and then down to the floor, where she saw a large dildo.

Twilight’s cheeks reddened as she considered the dildo, before turning to look at Pinkie.

Pinkie, having noticed the toy, nodded at Twilight.

Twilight gave Pinkie a nod, and heaved herself towards the toy. Pinkie helped by arching her back and bouncing Twilight slightly to her target.

However, Twilight paused when she reached the dildo, lying on the floor, and slowly considered it.

“Makes you think, doesn’t it, princess?” Starlight said. “A toy, to be used for pleasure, just like what you are, isn’t it? A sort of natural affinity between you and it.”

Twilight had forgot the truth-spell, and let out a shocked huff as she found herself nodding her head. She looked down at her rubber body, the large breasts squished against the floor, and felt how her marehood was exposed to the open.

She looked back and forth between the rubber that made up her body, and the rubber of the dildo. Twilight wasn’t a boastful mare, but she still took pride in what she had accomplished, the joy she had spread, and the friendships she had formed.

Now, she was a toy.

Then she thought back to her friends, and all she had learned about helping and providing for friends, and determination glowed in her eyes. If she was gonna be a toy, she was gonna be a good one. Toys might not save the world from eternal night, but they helped ponies all the same.

She lowered her head towards the floor, which wasn’t quite as easy as she was used to with her now great bosom, and breathed in against the flat rear. The dildo attached itself to her mouth with a plugging sound, and then she heaved herself to face Pinkie’s rubber marehood.

She paused for a bit, considering the tight slit that made up Pinkie’s opening, then remembered what Starlight had done with Applejack. She heaved her upper body as high up as she could, and whipped out to align the dildo better with Pinkie.

It struck true, and Pinkie’s body shuddered as the dildo forcefully entered her.

Twilight lost her grip on the dildo, and worried that she had done something wrong. She looked towards Pinkie’s face, and saw her nodding vigorously at her. Twilight would have smiled in relief if she could.

She heaved herself towards the dildo again, and breathing towards the rear, she attached to her mouth opening again, and started working.

Pinkie squirmed in delight and arched her back as she felt that burning desire slowly be satisfied, at least partially. She huffed rapidly and deeply, before the sensation stopped. She looked down to see that Twilight had disengaged from the dildo, and were breathing rapidly as if she had come up for breath during a swim.

Starlight tittered, and crouched down next to them. “Keep going, princess, I think you’re gonna like what I’m about to show you.”

Twilight gave her a dirty look, before attaching the dildo to her mouth again, but before she could start, Starlight’s hand shot forward.

Starlight grabbed Twilight’s muzzle in one hand, the dildo in the other, and by smacking them together hard, shoved the toy into the far too tight opening that was Twilight’s new mouth, plugging it tightly.

Twilight’s eyes widened in shock, and she tried shouting in protest, but the only sound she’d been able to make since turning into a toy was the huffing she did with her mouth, and now, even that wasn’t available.

She looked beggingly at Starlight, who just smiled and gestured invitingly at Pinkie’s marehood. “Keep going,” Starlight said.

Hoping that complying would make Starlight spare her, Twilight did so.

Pinkie Pie had looked on in worry at what was happening, barely seeing anything beyond her bosom, but when Twilight continued, she couldn’t help but arch her back and squirm in ecstacy, despite the worry for her friend. In her field of vision, her friends looked on with the same unmoving expression as always.

After a minute, Twilight was becoming desperate, and she tried to pull out of Pinkie to perhaps try and whip the dildo out of her while breathing out, or rub it against the floor, but Starlight was there, and pressed her head back against Pinkie.

“Keep going.”

Twilight did so, bobbing up and down with Starlight’s hands pressing against her. She would’ve screamed long ago if she could, but as far as she knew, her only chance was to appease Starlight.

“Noticing anything interesting, princess?” Starlight.

Twilight shook her head, making Pinkie squirm with extra vigor, before she stopped to consider what was happening.

It must have been more than three minutes since she took a breath. At this point, she should have been getting lightheaded at the very least, but no, she remained as focused as always, at least now when this curiosity was slowly replacing her panic.

“Why would a toy need breath?” Starlight asked. “You are all toy, even your insides. You just feel like you want to breathe.”

Twilight closed her eyes in relief, hilting against Pinkie’s marehood.

Pinkie let out a sigh of relief that Twilight couldn’t before raising her head towards Twilight.

Twilight looked up to meet her gaze, and while that meanie, Starlight, had taken away her ability to smile with her mouth, Pinkie was an expert of smiling with her eyes, which she did.

Twilight responded in kind, and then kept bobbing her head, as the two shared a strange celebration.

As Pinkie squirmed and huffed beneath her, Twilight considered her situation again. This was without a doubt the most bizarre, disturbing, and humiliating day in her life, perhaps in the history of Equestria. If she ever got back to a library, one of the first things she would do was to look up if the experiences of any other famous pony even came close to that of her and her friends’...

... but it hadn’t been all bad.

Sure, she’d like nothing better than to magically find herself in front of Celestia and be able to tell her what was going on here and go back to Ponyville, but she had felt that close bond that she always did with her friends during their adventures when Rarity had caught her. The recent information about her lack of need for breath intrigued her, and tickled her intellectual side, which was largely what Twilight consisted off anyway: She’d prefer being a normal pony, but had to admit that it this form certainly had its perks, as the pleasant sensation of being covered by a warm water-balloon didn’t seem to be wearing off. Now she was making Pinkie happy, and just as Pinkie loved enriching other ponies’ lives, Twilight found herself enjoying enriching Pinkie’s.

And of course, her friends were still with her.

Twilight was broken out of her thoughts by Starlight crouching down next to them, and paused her bobbing.

“You’ve been at it for over an hour now, and you’re not bored yet, are you, Pinkie?” she said.

Twilight’s eyes widened in surprise at this information, as she didn’t feel fatigued at all, but Starlight didn’t notice, as her eyes were fixed on Pinkie’s ready nodding.

“You will never get bored of any kind of pleasure,” Starlight said, grinning at them. “Isn’t that nice?”

Pinkie nodded again, and then so did Twilight, making Pinkie squirm and let out a silent gasp as the dildo stirred around in her marehood.

Starlight tittered, and focused on Pinkie. “Wanna cum?” she asked.

Pinkie nodded eagerly. Starlight laughed again, told them, “Then lay off the love-making for a moment, princess,” and presented a jug of water, which she began emptying into Pinkie’s mouth.

“You should be ready for a really big one after all this time,” Starlight said, as the jug was emptied. “You’ve been ready to cum for ages now, haven’t you?”

Pinkie Pie nodded again, and Starlight turned to Twilight.

“Keep going,” she said, and Twilight did.

Not many seconds of bobbing later, Pinkie Pie tensed like a spring, and with one fierce arching of her back, emptied all the water that had been poured into her out through her marehood like a crack in a dam.

The force shot Pinkie’s loins against the floor, and making her skid back a step.

Twilight, on the other hand, was launched away with such force that she flipped around and smacked her head into the floorboards, the dildo in her mouth bobbing back and forth, smacking Twilight hard in the eye.

Twilight shook her head, and saw Starlight standing above them, laughing.

“Excellent way to clean yourselves out,” she said. “Now, let’s not waste any more time, I’m sure the princess would like her new cutie mark, right?”

The dildo was still bobbing back and forth, and Twilight shaking her head made it spin around in a vague circle as the momentum slowly died.

Without looking back, Starlight magically grabbed Pinkie and floated her up to her, turning her to Twilight. “That was nice, wasn’t it? Want to thank your friend?”

Pinkie Pie, her breathing slowly steadying, nodded her head, and puffed twice at Twilight.

Twilight nodded back at her, making the dildo swing again.

Starlight activated Pinkie’s collar, making her shoot into that frozen pose, and placed her next to the other frozen mares.

“Enjoyed that, princess?”

Twilight nodded without hesitation, despite hating doing so.

“Want your new cutie mark?” Starlight asked, as she sat down beside Twilight.

Twilight shook her head fiercely, bobbing the dildo around.

“Aaw, but you saw how much Pinkie Pie enjoyed herself. That was because of her new cutie mark. Wouldn’t it be nice to experience something like that?”

Twilight nodded again.

“Well, I promise you that you’re gonna learn to like it,” Starlight said, and lifted Twilight into her lap as the former alicorn struggled to no avail.

Starlight braced a hand against Twilight’s breast, and pulled the dildo out, tossing it behind her at the head of an unflinching Rainbow Dash. Twilight instinctively gasped for breath, despite not needing it.

Starlight turned Twilight around, and just like with Rarity, Starlight magicked the staff to her, shot a spell at Twilight’s flank, then proceeded to pull the cutie mark off, holding a hand on Twilight’s head as she grinned widely.

“You did so well with your friend,” Starlight said. “Think of what a great toy you’ll be when you have a special talent in being one. Won’t that be exciting?”

Twilight tried letting out a growl, before nodding her head as best she could.

“Is your special talent magic, your highness?” Starlight asked.

Twilight nodded.

“And since you don’t have a horn, you have to admit that you’d get more joy out of a sex toy cutie mark, don’t you?”

Twilight, shaking with anger, nodded reluctantly.

The process was repeated, Twilight had a cutie mark like the rest of her friends, and she froze in place, only being able to breathe and wobble slightly as that collar was placed on her, as if tightly tied up from all direction.

Starlight placed Twilight and her friends on the double-dildo plinths, and regarded her collection. Twilight had to admit, it was a very nice sensation.

“I’m sure you’re gonna like it here,” she said, and started walking out the door, before turning back. “Don’t try and escape again before I show you to the townsponies, princess, or I’m gonna have to put a lock on this door,” she said, teasingly, and closed the door behind her.

Twilight and her friends were left staring up at the ceiling.

Twilight felt the transformation proceed even further. Starlight had demonstrated how much she was going to enjoy her new form, and as she slowly went to consider the sensation of being propped up with a pair of dildos extraordinarily wonderful rather than just very pleasant, her mind was nevertheless working at full capacity trying to think of a way to get out of this situation.

Her lack of need for breath, the way the water flowed directly through Pinkie, as well as her own analysis of how her insides felt, hinted at a lot. Not to mention the lack of pain when her head slammed into the floor, or when the dildo had smacked her in the eye.

It all told her that they had quite a lot more to work with in their future escape than appearances first suggested.

Twilight also had one more trick up her sleeve, or rather, her throat. Unlike how things had seemed, she hadn’t been idle when Starlight demonstrated the results of the transformation, nor had the free spell that Starlight had let her cast failed. The transformation forced her to answer truthfully, but it didn’t seem to prevent a little acting on her part.

She waited long into the night, amusing herself with analyzing what she had learned of this place and her captor, as well as the ever growing pleasure of the dildos. If this is what it felt like before she was fully transformed from having unmoving dildos in her, the pleasure she gave Pinkie Pie would've been without compare. That warmed Twilight’s heart, and she suspected that there would be more opportunities later, and especially looked forward to when she would be the one played with.

Then, Twilight finally made her move.

She wanted to close her eyes as she focused, but had to make do without. With a little concentration, the spell she had cast gave her control over the collars that regulated their movement, as well as a more complicated magical arrangement.

“Girls,” she said, not bothering to unfreeze herself, but able to talk without the use of her mouth.

The rest of the mares put a colossal effort to turn in surprise to their friend, but to no avail.

“We have to get out of here.”

Author's Note

That's quite a pickle they're in, isn't it? Let's see if we can't turn it around and put a pickle in them.