Twilight moaned in delight as she floated in space.

“You have done so very well, pet…”

Her hips bounced against the ethereal tendrils sliding up and down her long supple legs. The touch of dozen hands ran up her sides and stroked the underside of her large tits as two sets of eager lips suckled on her thick nipples. Her hands floated in nothingness, grasping randomly appearing objects as she was instructed to. Her schoolgirl’s uniform was a shadow of what it should been… more like something out of a very repressed teenager’s wet dream than anything real.

And Twilight loved it.

“You did everything exactly as I wanted.”

The mouths on her nipples started sucking harder. Twilight squealed, her eyes rolling back in her head. The hands on her tits shifted from sliding to groping her directly and she moaned in desperation. A dozen more invisible fingers began to caress the insides of her thighs and she couldn’t help but open her legs. Her cries echoed through the expanse of lust purples and scarlets swirling around her.

Part of her wished her little uniform would just come apart at the seams right now like it did most nights, but the rest of her loved every second she had to wait.

“Mmmm… now that I have little miss Watermelody… who shall spy on next?”

Twilight lifted her head, eager for tonight’s show, only to squeak when one of the wonderful tendrils slipped down her ass and teased her by slipping between her skin and her panties for just a brief moment.

“So very eager…” cooed that incredibly sexy voice. “Mmm… let’s use that eagerness as fuel, shall we?”

Twilight nodded. Her left hand slid into a slit she couldn’t see. Her right hand grasped an invisible rod. She showed them both the affection they were due.

“Oooh… a new one!”

Twilight could feel the voice’s excitement rush through her. Her tits swelled with anticipation. Instinctually, her mouth opened and she felt the ghost of something delicious slide across her outstretched tongue.

Then the purples and reds shifted and reformed into a portal to another place. For a few seconds, she couldn’t make out anything but a vague blur of moving shapes. Twilight hummed as—like all the others—the address appeared in her mind. This one wasn’t too from her apartment! In fact… she’d been there before! The O-Beat Club! That would be a nice change. Less travel time meant more fun time!

A girl with long dark and light blue hair appeared before Twilight. Her light blue skin was flushed with lust. Two large tits swayed with her body’s movement, their large nipples almost hypnotic. The girls eyes were dilated and her mouth open as she bounced up and down on something.

Twilight instantly felt the familiar sensation of the tendrils beginning to make their way to her wet pussy. Her useless and pointless panties were flung away into the abyss—it wasn’t like the other girl wore any.

“Mmm… this one’s special, pet…” the voice whispered all around her. “I can feel something… something… hmmmm…”

Twilight could feel an invisible finger run along her jaw toward her lips. Instinctively, she parted her lips and let the invader in slip into her eager mouth. With a delighted moan, she suckled on the phantom appendage. A lusty voice—not too different from hers—rose around her, telling her what a good pet she was.

The portal view adjusted and the second individual appeared: white skin, sunglasses and a shock of short blue hair.

Vinyl had apparently found a horny groupie tonight! But that made Twilight wonder—while tendrils began to spread her wide—where Vinyl’s hot girlfriend was. That was answered a few moments later when the view shifted again to reveal the beautiful, busty and wonderfully nude Octavia watching Vinyl and her newest groupie eagerly. Octavia already had one hand on her right tit, the other buried deep within her sex. Her eyes burned with lust as she watched the show.

Twilight had no idea they liked to share… or watch. She made sure to file that away for future use. She’d love to bury her face in Tavi’s enormous rack. There was something about musicians that just made her pant with need.

“Look at how much fun they’re having…” the voice whispered.

Twilight shivered again as the first bit of tendril slipped inside of her. Instantly, she felt the connection trigger. The first few times had been strange. But after the eighth time, she’d found she loved it.

After the twenty-seventh time, she’d do anything she had to do to get it.

“You are so eager today… slip into it…” coaxed the slutty voice.

That made her giggle. Calling the voice slutty was like calling Twilight a bit horny.

The voice sighed in delight as the magic pulsed through the connection. Twilight could feel her feeding on the connection, growing stronger like she always did. The sensation made Twilight even hotter. Despite some… problems in the past, they’d come to a new understanding.

“Oh Vinyl…” Twilight and the blue-haired girl moaned in perfect unison. The voice was angelic, ethereal and a lot of other really pretty words. Twilight felt strange as the other girl’s moans seemed to slip from Twilight’s lips. That was… odd. Usually they were in sync, but the longer they were connected, the more Twilight’s voice changed to sound just like the girl with the long blue hair. It was like… magic was coming back through the portal.

That was silly, because that only happened when she spied on someone with magic. And she knew everyone with magic! She’d fucked them all!

Twilight whimpered in the girl’s voice as the tendrils reshaped themselves to match Vinyl’s favorite dildo. Twilight squeezed down on the phantom of the DJ now beneath her. She couldn’t see anyone beneath her… but she could definitely feel her.

Vinyl’s hands reached up and stroked her groupie’s tits. Twilight gasped in time with the blue girl’s cries as they felt Vinyl’s hands caressing them.

The girl looked seconds away from cumming hard. Her head tilted back as she rocketed up and down on the wonderfully textured dildo. Twilight felt every stroke.

“Vinyl…” the girl said in a voice like a husky angel… and the words came from both her and Twilight. “I’m gonna… I’m gonna…”

Vinyl reached up and stroked her thick nipples eagerly. That drove the girl—and Twilight—over the edge.

The girl cried out as her climax rushed over her. Just then, the portal began to flare with aqua-colored magic. Moaned echoed all around her. Twilight blinked. This hadn’t happ—

Then her orgasm hit. It was unlike anything she’d ever felt before. Like someone had stuck a lightning rod into her pussy and blasted her with electricity. Twilight squealed in the girl’s voice… except this time there was no echo!

She could feel her pussy spasming around the dildo. She could feel the cool air of the green room. She could feel Octavia watching her, cumming even as Vinyl started to cum on her own. She looked down at the mirrored sunglasses… and saw herself. Her beautiful blue hair washed around her flushed pixie-like face. Bright purple eyes shone back at her. Mmmm… I love seeing myself as a cum. You are so hot, you little minx… don’t know why I ever stopped myself from doing this before…

She looked up at Octavia then back to Vinyl, smiled sensuously and whispered a word with the tiny bit of magic she had managed to horde.

“Pleasure,” she sang.

Instantly, both musicians began thrashing. Octavia squealed as she slipped to the ground, her fingers dancing in her pussy, while Vinyl slammed that wonderful dildo in and out of her own sex.

And just like that, she felt the magic flow back into her. It was only a trickle of what she once had… but it felt so good…

She looked up and saw something. A funny little swirl in the air… and behind was a girl being fucked in spa—

Twilight blinked as the girl focused for a split-second… and met Twilight’s gaze. She looked shocked for a moment… then a look of unbridled lust washed over her features. Twilight couldn’t stop it. Her own expression matched that of the strange blue girl.

Then, as the girl began to slump atop Vinyl’s still twitching form, the portal flickered away, the girl’s voice still echoing in her mind and into her spasming pussy.

“That… she has magic,” the voice around her said in her familiar lusty tone. “She has good magic… mmmm… we need her. I want her. To have that kind of control… I have to have her…”

Twilight still twitched from the mind-shattering orgasm—and the pussy-melting experience of actually slipping into the girl’s mind.

“But I’ll need a lot of magic from you first. And then, probably a bit more. You don’t mind turning another one of your friends into a bimbo today, do you?”

Twilight gasped as tendrils she couldn’t see slid over everything below her neck. In seconds, her clothing was torn away and she was left writhing in a cocoon of invisible sex tentacles. She could feel them begin to latch onto her. First, they attached themselves to her tits. Then another slid into her pussy. Then yet another slipped into her ass.

Then… came the two most erotic ones. Ones that hadn’t been used in a long time. Not since she’d seduced all three of the Flower Girls at once. And of course… when her own lust angel had first reappeared to her after the experiment.

These were special. They latched onto her temples. For a second, they just sat there, pulsing. Twilight floated there

“You don’t mind, do you?” the voice cooed. “I always give it back.”

Twilight couldn’t say a word. Her brain was on fire with lust. Instead, she thrust out her chest and her ass. She eagerly opened her eyes wide.

Finally, she opened her mouth.

“Such a wonderfully good pet…” the voice cooed.

Twilight shivered. Things hadn’t been the same since Camp Everfree. It wasn’t her fault, of course. Nothing was her fault. Everything was fine. Everyone enjoyed their new sexy lives. Even now, she could feel the connection to the rest of the little gems around her neck and the gems around her friend’s necks. She could feel her power seeping out. She could feel them subtly changing the world around them.

Life was so much was better now. For everyone.

But sometimes, Twilight got something special.

She saw the hardened tendril of aqua magic slide from a winged form only a few feet away. She opened her mouth even wider.

Sometimes, Twilight got to do away with her brilliance. Her genius. Her mastery over magic.

The voice said it wasn’t her fault her second experiment into understanding magic had linked into the wrong Equestria.

It wasn’t her fault the spontaneous portals had suckled the magic of that Equestria into their world. After all, that world had so much overflowing magic. Twilight had caught a short glimpse into it… and she’d never been the same. Now, she was better.

She was better. Even if she sometimes felt a tiny bit guilty for being unable to contain all the lust magic she’d absorbed from the other world. But her friend had appeared, looking as hot and fuckable as always… and told her she’d help.

And she did! She’d spread out all the lust fairly to everyone!

A little piece of her wondered if that was okay. Of course, just like every other time, she knew it was okay! Because all her friend really wanted was to take those dark thoughts away. Her friend took care of her. Her friend always knew best.

Twilight Sparkle closed her lips around her friend’s tendril and began to suck. As she did, the wonderful attachments to her tits fired up and she felt herself swell. Then came the one in her ass… where she grew, too.

The one inserted to her pussy thrust inside of her, filling her completely… both physically and magically.

Even now, she could feel herself writhing in her dorm room at Canterlot University. She could feel the sweat-stained sheets beneath her. And she could feel her external body began to change.

Twilight came, like she always did, and embraced her fate.

Twilight’s eyes met the beautiful glowing eyes of Midnight Sparkle over the tendril that snaked all the way back to the dark angel’s wet sex.

“You think she’ll like being a bimbo as much as you?” Midnight cooed.

Twilight didn’t know. And as the tentacles at her temples began their work… she found she didn’t care.

Author's Note

YAYYY!!!! NEW STORY TIME! I've been playing with this for a while! I saw that pic on Derpi and totally just got hooked. I loveeeee mind-warp stuff, as long as it's not like super-evil, so this seemed a super fun idea!!!!!

Lemme know in PMs for errors and stuff! Hope you like it!!! :3