Deep within the depths of the Everfree Forest, a perpetual source of dark magic and untamed monsters, a gargantuan mushroom bloomed.

It was an amanita mushroom, with a red cap and white spots. Its fungus was growing, as multiple smaller mushrooms surrounded its base.

All of the mushrooms swayed and shook with anticipation. This would be strange, as most mushrooms are simply bacterial life and as such cannot feel anticipation. But these ones could.

The mushroom in the center, the king mushroom, the largest of them, shook back and forth violently, more akin to a tree swaying in the breeze than any mushroom known to ponykind.

The center of mushroom popped up, blowing a hole in itself, the skin of the mushroom peeling upwards in a crater.

A pale-white hand shot out from the hole and wiggled its fingers. It flexed and made a fist, swiveling at the elbow to tests its functionality. A second arm appeared and repeated the motion. It grabbed onto the edge of the hole and proceeded to pull itself up, revealing the arms to belong to a woman who'd been inside the mushroom.

She was attractive by conventional standards, though thick around the thighs and waist, with large breasts. Her hair was a mushroom cap, and her skin was a pale white that matched the stalk of the mushroom.

"Ah!" she yawned and moaned as she stretched her arms and legs, her thick thighs resting against the bud of the mushroom she had sprang from.

"After all these years, I'm free!" she announced to the world. She wiggled her fingers, admiring their flexibility after taking such a long time in her mushroom where she couldn’t move.

Her name was Septa, after the type of mushroom she was originally from. She was an alraune, and a particular alraune who had a spell cast on her by Star Swirl the Bearded to stop her fiendish rampage through the town. The spell made it so that any would-be hero could easily vanquish her by forcing her body back into the deepest part of the mushroom But only the deepest chamber embedded in the very bottom of the center mushroom’s stalk. The rest was still hers to control.

Star Swirl was still young and stupid at the time of casting, however, and she was youthful, but not young, and much more wizened with her magic. Thus, she was able to create a counterspell that allowed her to regenerate from her mushroom and free herself every 100 moons or so. Now she had completed her most recent regeneration, and she was free to wreak total havoc upon the land of Equestria!

Zecora passed by the trees, out on her way collecting herbs. She stopped and bent over, running her hands through the dirt to collect the herbs which grew underground, but she knew were here.

"Oh, what you gotten into this time, miss? Who or what is the cause of this?" Zecora asked as a mushroom cap rose up from the ground beside her, as if a camera was doing a time lapse of its growth. Only there was no camera, and this mushroom was growing incredibly fast in real time.

Zecora lived in the Everfree Forest by choice. She knew several of the flora inside had strange and unnatural properties, not found anywhere else on the Equestrian continent. But this growth seemed unnatural and bizarrely fast even by Everfree Forest standards.

"By this uncanny and unnatural air, I ask you, who goes there?" Zecora asked, walking around. She made something out between the tree limbs, something large and red.

She shoved the tree limb out of the way and gasped at the sight, recognizing the alraune standing atop the king mushroom and laughing as more and more mushrooms spread from the center and popped out of the ground.

This was Septa, and Zecora knew the legend of her tale. She wasn't sure it was true until now, but then again, she had no reason to care about whether or not it was.

"You there! Riding on that mushroom top!" Zecora shouted, bravely approaching the mushroom.

"Oh? What's this?" Septa asked, taking a break from spreading her mushrooms to look down and address the pitiful mortal who thought she stood a chance against her. Septa jumped down from her perch on the shroom. "A new playmate, perhaps?"

"I must now command you to stop," Zecora said. "This forest is under my watchful eye. If you keep spreading your fungus like that, it will die."

"Psshaw," Septa said, waving her hand dismissively. "This forest is tough. It's been here since before your grandpappy was born. And it’s always filled with predators and plants competing for space. It can handle one more."

Zecora narrowed her eyes. "Well, since I can see now that you will not listen to my plea, I am going to go now, to flee."

Zecora turned and marched away from the away. She was going to go to Ponyville and get Twilight Sparkle and her friends to come and help her with this fight.

But that was her plan before Septa got involved. "And just where do you think you're going?"

Septa pointed her arm in a gesture of command. A groan came from the forest, and a large, dull-white tendril appeared from the canopy of the trees. It shot forward and wrapping Zecora's ankles, tripping her up.

"Ah!" Zecora rolled over, quickly kicking her tendrill away and escaping its grip. "You would do well to try and keep me trapped, but I, however, have no time for your-”

The tentacle coiled around Zecora’s ankle and pulled her forward, interrupting her.

“You were saying?” Septa asked nonchalantly, walking towards Zecora.

“Free me at once, or I promise you will live to regret this much,” Zecora said, glaring defiantly.

“Mm, no, I don’t think so,” Septa said. “I think, instead, what’s going to happen is that I am going to turn you into one of my playmates.”

“I will never be-” Zecora began, cut off by the arrival of a second tendril which wrapped around both her ankles, binding them together. “That may well be the case, but I assure there is still a horse left in this race.”

“You talk funny,” Septa said. “I kinda like it.”

Before Zecora could give the witty reply she wanted to, a third tendril appeared and got her attention. It made its way up the bottom of Zecora’s dress and pressed up against her labia.

Zecora blushed furiously. “Surely you do not intend to-” she was interrupted again as the tendril pierced, pushing her folds apart and entering her vagina.

“Oh, I intend to,” Septa said. She blew a kiss, and a cloud of pink smoke emerged from her mouth. The cloud floated over to Zecora, enveloping her face, forcing her to breath it in through her nostrils.

Zecora moaned, brought to a pleasant sensation by the smoke. It made her feel light-headed, like drinking a shot of quality whiskey.

“No,” Zecora said, shaking her head. “I will not be-”

“Oh, but you will be,” Septa said, leaning over and placing a hand on her knee like she was posing for a magazine photoshoot.

The tendrill in Zecora’s honey pot swelled up and gushed out a splash of a amber-colored fluid which warmed Zecora’s vagina and the rest of her body. A needy arousal overtook her mind.

“I won’t … I won’t … yes, yes!” Zecora begged, losing her rhyme. “More!”

“You want more?” Septa asked. “Oh, gee, sweetie, I’m not sure I should give you more, since you’ve been so rude to me these last few minutes.”

“I’ll be good from now on! I’ll be good! I promise!” Zecora wrapped her hands the stalk and pushed the tendril in further.

Septa seemed satisfied. “Mmm, okay!” At the snap of her fingers, the tendril gushed again, filling Zecora’s whole body with warmth despite only being in her vagina.

“Good girl. Come to me,” Septa ordered. Zecora crawled forward, panting and drooling.

Another tendrill appeared, this one larger and thicker than the others, suitable for carrying around large weights the smaller ones couldn’t handle, such as the body of an entranced zebra, for example.

The large tendril wrapped around Zecora’s waist and lifted her up, hosting her in the air like a crane. And like a crane, the tendrill carried Zecora over to a large pink flowing bed that was growing on the side of a tree. The bud unfurled its petals, revealing a dark, large hole in the center of it. The tendrill threw Zecora into the hole, and the petals curled up to cover her disappearance.

“Well, that’s that,” Septa said, rubbing her hands together as if to get the dust off them, despite never so much as touching Zecora. “Now, for this.”

Septa blew a kiss at the air. This time, instead of pink smoke, white spores flew out, little seedlings like dandelion seeds, which rode the current of the wind and floated towards Ponyville.

Septa smirked, intertwining her fingers. It was only a matter of time now before her mushroom garden was swarming with playmates who couldn’t keep their hands off her. Just the thought of her turned on a little. But only a little. Not enough for any real satisfactory pleasure. No. no. She was going to need a partner for that.

And she was in luck, because she may have just gotten the perfect one for her.

The spores rode the current all the way to the edge of the Ponyville, where they began to fall down and settle. Unfortunately for Septa, there wasn't much around for the spores to ensnare, unless she was content with bears, bunnies and fish.

Except for one house, a wooden cabin situated the entrance to the Everfree Forest for similar reasons as Zecora; practicality, and closeness to nature and to plants.

Most of the spores landed uselessly on the land by the river a few blocks from the house. A few rabbits sniffed them, then quickly turned away, recognizing the spores were bad news. But a few lucky spores flew up to the chimney and fell in.

Inside, Fluttershy was enjoying a relaxing afternoon. She had just set herself with a book to read, a how-to care guide for animals of various kinds while she set a pot of tea to boil.

"Mm?" Fluttershy's attention was roused, drawn away from the book by a pleasant smell that entered the house. She couldn't quite put a finger on what it was, only that it was pleasant. It smelt like the forest.

"Where is that coming from?" Fluttershy wondered, setting her book down and getting up from her seat. Her pet rabbit, Angel, lifted his head and glared, getting highly suspicious of this strange new smell and the effect it was having on its owner.

After some exploration and wandering around the house, Fluttershy found the source of the smell near her chimney.

"I don't remember burning any incense," Fluttershy thought in confusion, but she inhaled sharply nonetheless to a deep whiff of the aromatic smell.

"Oh my," Fluttershy said to herself, placing a hand on her chest. "That is quite lovely." She got on her knees and sniffed near the chimney, the better to take in this lovely, mysterious scent.

"Was this a gift from one of my friends?" Fluttershy wondered. "I don't think it's my birthday, or any holiday I'm aware of, so ..." unable to help herself, she took another whiff.

From out of the blue, she felt a compulsion to go to the Everfree Forest and head down a particular path there.

"I should ... I should go to the Everfree," Fluttershy said, getting up from her knees.

Angel tugged at her at the bottom of her pants, chattering angrily.

"What is it, Angel?" Fluttershy asked.

Angel raised his paw to be sure he had her attention, then swiped his arms across each other, making an X with his arms.

"You don't want to me to go? Well, that's too bad." She got down on her knees, pulling Angel into a hug, pressing him close to her chest. "Mommy's found a new smell that she absolutely loves, and I - I have to have more of it. Don't worry, Angel." She patted him gently on the head as she sat him down. "I'll be back soon."

Angel fumed silently. Fluttershy went to the door. Getting an idea, Angel hopped to the front and got in between the door and Fluttershy.

"Angel, get out of my way," Fluttershy said.

Angel shook his head.

Another spore wafted into the room, this time through a window Fluttershy forgot to make sure was closed all the way. It made its way into the living room, enhancing the dose of the pheromones which had grabbed hold of Fluttershy.

"Angel, out of my way," Fluttershy repeated the command.

Angel shook his head again.

"I said," Fluttershy said seriously, "out of my way!" She took her foot and pushed him off to the side in something that wasn't quite a kick. Angel was laid out on the floor with an expression of utter bewilderment. Fluttershy had never treated him like that before.

Fluttershy opened the door, and when she closed it on the other, only then did it occur to what she had done.

"Oh my!" Fluttershy gasped. "That was so unlike me! I'd never hurt Angel, even if he can be a bit stubborn for a bunny at times ... I should go back in and apologize to him."

Fluttershy sniffed the air, taking in that wonderful scent again.

"It will have to wait," Fluttershy declared, removing her hand from the door knob. "I need to know what that smell is!"

She went off into the Everfree Forest.

Lying casually on a cloud, Rainbow Dash was perfectly content until she heard Fluttershy's soft moans coming from below.

"Hmm?" Rolling over onto her stomach, Dash watched as Fluttershy walked towards the Everfree Forest. Under normal circumstances, Dash would think nothing of this. It wasn't unusual for Fluttershy go into the Forest for rare herbs, exotic animals, or to help out Zecora. But the zombish gait Fluttershy was walking aroused her suspicions.

"Well," Dash said, "guess it's up to me save the day, again."

Dash balanced on the cloud and surfed on it into the Everfree, following after Fluttershy.

Fluttershy walked into the Everfree Forest, crossing the threshold that seperated the Forest from Ponyville.

"Uh?" She raised an eyebrow, and that action alone by itself took some considerable mental effort and focus. She noticed the light outside turn from Celestia-given sunny day to the Everfree Forest's perpetual darkness.

What she was doing? She shouldn't be in here. She should be back inside her cabin, attending her animal friends, making tea and baking cookies and waiting for a visit from her pony friends.

Still, Fluttershy pressed on. She was possessed by a need to know what this aroma was. She wanted it to use on a candle, on an incense, something.

She continued walking onwards, going deeper and deeper into the forest.

Come to me, a voice whispered in Fluttershy's head as she got closer to the source. Come to me.

Come to you ... Fluttershy thought back. Wait. Who are you?

The voice didn't answer, simply repeating its refrain. Come to me.

Come to you, Fluttershy thought.

Come to me.

Fluttershy nodded, closing her eyes and all but sleepwalking towards the point of origin.

Fluttershy knew she was close when she entered into an area with a considerable amount of mushroom stalks growing around it, each one of a different width and size.

Fluttershy pushed some branches and leaves out of her way, at last appearing before Septa and her court.

Septa rolled over on her cap, facing away from Fluttershy at first. "Ah, hello, minion," Septa greeted her. "I take it you've come to serve me?"

"Um ..." Fluttershy hesitated. She shook her head, trying to clear. "Gee, I don't know about that, but, um, I did like the smell of your spores ... were those your spores? I'm sorry if I've gotten your spores mixed up with another mushroom ... person's spores. I'll just go."

"There's no need for that," Septa said, smiling. "You are correct, my lovely. Those were my spores."

"Oh!" Fluttershy perked up. "Um, would it be alright with you if I harvested them? They smell so lovely, I want to make them into an incense."

"Not at all, not at all! But," Septa said sharply, raising her finger. "If you want something from me, I want something from you first."

"Oh. Um." Fluttershy stammered, unsure she'd be willing. What's that?"

"Companionship," Septa said. "It's been so long since I had someone to talk to! Sit down for a spell and we can chat, then I'll give you my spores." She patted the side of her king mushroom.

Fluttershy relaxed considerably. For a moment she was afraid she would have to do something naughty. "Oh, okay. I can do that."

Fluttershy went up to the mushroom, Septa reached down her hand and helped Fluttershy up onto the cap.

"I'm Septa, by the way."

"Nice to meet you, Septa. I'm Fluttershy. You know, it's funny," Fluttershy said. "For a minute there I thought you were going to ask me to do something I wasn't comfortable with!"

"Oh, why would I do that?" Septa asked, brushing her hand along Fluttershy's cheek.

"I don't know," Fluttershy said, not noticing as a mushroom seed fell on her shoulder and attached itself there.

"I wouldn't do anything to hurt you," Septa cooed softly, cupping Fluttershy's chin.

"You wouldn't do anything to hurt me," Fluttershy repeated, not aware of what she was saying.

"So, come on, Fluttershy," Septa said, lying back on the mushroom bed. "Tell me about yourself."

Fluttershy was quieter than usual, a pink blush spreading across her cheeks. She didn't know how she didn't notice it before, but Septa was stark naked, with a visible vagina and very visible large breasts complete with nipples.

"Eh, what's the matter?" Septa asked. "Oh, I get it. See something you like?" She pressed her fingers against one of her boobs and rubbed it, making it jiggle.

Fluttershy blushed and turned away, covering her eyes.

"Oh, come on, don't be like that, baby doll," Septa said. "Your face is too cute to look that embarrassed."

"You think my face is cute?" Fluttershy said, turning back towards Septa. She didn't know why, but she felt compelled to take her hands off her eyes so she could see Septa's boobs.

"I think you're gorgeous, beautiful," Septa said, winking and pointing a finger gun at Fluttershy. "Now, why don't you go ahead and tell Septa all about yourself?"

"Well, okay," Fluttershy said, a little nervous about talking about herself while watching Septa jiggle her jugs, but she was also kind of curious, too. Septa it made seem so natural, like she wasn't the weird one for being naked, but Fluttershy was for covering up and wearing clothes instead off showing off her assets to the world.

"My name is Fluttershy," Fluttershy twiddled with her fingers, "I live on the edge of a town called Ponyville, and I love animals."

"Ooh, Ponyville! I haven't heard that name before. What's it like?"

"It's small," Fluttershy said. "It's a farming town. It's small and quiet, just the way I like it ... well, other than Twilight's big huge castle in the center of town."

"Who's Twilight?" Septa asked, still playing with her boob. "What's her castle?"

"Well, Twilight is one of my best friends," Fluttershy said, relaxing some. She didn't notice another seedling attach itself to her shoulder, nor the one already on her shoulder beginning to spread a mushroom-like fleshy substance across her shoulder. "She's a Princess, and she lives in this big castle made out a crystal tree." Fluttershy spread her hands out to demonstrate the castle's size.

"Princess?" Septa asked. "I didn't know there were Princesses other than Celestia and Luna."

"Oh yes, there's many of them," Fluttershy said. "There's Twilight, Princess Cadence, Flurry Heart ... oh, and Blue Blood!"

"Cadence? Flurry Heart? Blue Blood? My goodness, a lot really has changed since I've been away, hasn't it?"

"What do you mean?" Fluttershy asked.

"Well now, I just mean, it's been awhile," Septa said. "You see, dear, I'm an alraune. An alraune with a curse."

"Curse?" Fluttershy asked. She didn't like the sound of that.

"Yes, dear, a curse," Septa said sorrowfully, balling up her fists. She opened one eye, making sure Fluttershy was buying into her sympathy trap. "I have to go back inside this mushroom every so often after someone cast a spell on me to curse me."

"Oh no!" Fluttershy groaned, not noticing another seedling landing on her other shoulder, or the fungal-like growth slithering across the bed of the king mushroom towards her.

"Oh, yes," Septa said, giving her boobs another playful jiggle. "But it's not all bad. Sometimes I can escape my mushroom prison and go out into the world. And who knows? Sometimes I can even ... " she crawled towards Fluttershy, her breasts hanging as she got on her hands and knees. She approached Fluttershy and cupped Fluttershy's chin. "Make a friend." She fluttered her eyes at Fluttershy.

"Oh my," Fluttershy said. "Um. I would be happy to be your friend, Septa."

"Would you? Oh, that would make me so happy! Thank you, Fluttershy. You've done me a great service." Septa jerked her shoulder, angling her head. "Say, now that we're friends, could I ask you to do me a favor?"

"Sure. What is it?" Fluttershy asked, eager to help, still noticing as the fungal growth crept closer and closer to her crotch.

"It's my boob here," Septa said, pointing to her boob and tapping it. "It's been bothering me all day, and I can't figure out what's wrong with it."

"Oh, um, well ..." Fluttershy felt awkward at the idea, not just because Septa appeared like a nude woman, but also because she lacked experience with mammograms or anything of the sort.

"Please?" Septa asked, giving her best begging voice.

"Okay. I'll try. I don't have a lot of experience with mushrooms ... or boobs. But I do know plants, so I'll do my best." Fluttershy leaned in, squinting to try and find any unusual bumps or bruise. "I don't see anything wrong with it."

"Are you sure?" Septa asked. "Try giving it a poke."

Fluttershy raised a hand and tapped Septa's boob. Septa's nipple stiffened at the touch. Fluttershy covered her mouth in embarrassment at having triggered this erotic reaction.

"It's fine," Septa said. "It does that sometimes. What do you see?"

"I don't see anything," Fluttershy answered.

"Are you sure?" Septa asked. "Look closer."

Fluttershy leaned in further. Septa's nipple was leaking a thin stream of milk. Fluttershy didn't know what to make of that. But she did notice and yelp when Septa hooked an arm around her neck and brought her in close, placing her lips against the nipples.

"Suck," Septa whispered, and Fluttershy felt compelled to obey.

Fluttershy nursed and licked at the nipple happily, half-closing her eyes as she drank from Septa's teat. The milk Septa produced had a pleasant taste, if it a bit odd in some respects, such as how thin it was or it wasn't as sweet as normal milk. Fluttershy attributed this to Septa being part-mushroom.

The mushroom tentacle at last reached in, dipping in under Fluttershy's pants, snaking its way through her panties, and inserting itself into her vagina. It embedded itself inside and wiggled, pleasuring her.

"Mm," Fluttershy moaned, milk dripping from her chin. The growths on her shoulders accelerated at a rapid pace, spreading much faster as she drank the milk, covering her shoulders with a white, spongy growth. Septa's milk was making them grow faster, taking over Fluttershy's body.

Septa broke away, cupping Fluttershy's cheeks as she pulled her tit out of Fluttershy's mouth. Fluttershy looked up at Septa with disappointment, dejected at having the pleasure of the milk given to her, and then so cruelly denied.

"Strip for me," Septa commanded, touching Fluttershy's chin.

Fluttershy at once obeyed, pulling off her shirt, shaking off her pants, then ripping off her bra and taking her panties off. Septa let slip a soft ooh when she saw Fluttershy's bare breasts, as sizable and firm as they were.

"Ooh," Septa placed her hands on Fluttershy's boobs, giving Fluttershy a soft squeeze. Fluttershy squealed at the sensation. "These are magnificent. I can't understand why you wouldn't wear something a bit more revealing, Fluttershy. You should show these off more."

"I'm not comfortable with the attention I get when I wear clothes like that," Fluttershy said, tapping her fingers. She moaned softly as the tentacle in her vag continued to stroke her. "Ooh."

"Well, I'm going to give you all the attention you could ever need." Septa cupped Fluttershy's cheeks and began to pull Fluttershy back towards her breast, when Fluttershy was distracted by something she noticed over Septa's shoulder.

"What's that?" Fluttershy asked, raising her head to see.

"What's what?" Septa asked. "I'm sure it's nothing."

"Over there." Fluttershy pointed. She squinted. The object of her interest was a pair of feet from the ankles onward, hanging upside down from the bud of a giant pink flower attached to a tree. It seemed as if the flower had gone to eat a victim, but didn't quite finish the job by the tiniest margin.

"I think that's Zecora!" Fluttershy said with alarm.

"Who?" Septa asked, feigning innocence and ignorance.

"Zecora!" Fluttershy exclaimed. "She's a friend of mine. We have to go help her!" Fluttershy tried to jump down from the mushroom, but Septa held her by the shoulders and prevented her.

"Hey, hey," Septa said. "It's okay. We don't have to go after her right now. She'll be fine."

"No!" Fluttershy said. "She needs our help!"

Septa tightened her grip and yanked Fluttershy forward. She grabbed Fluttershy's head and forced her onto the nipple again.

Fluttershy pushed herself off, pushing Septa away by the shoulders, but she couldn't get away in time to keep a considerable quantity of milk from gushing out from Septa's nipple into her mouth.

Milk flowed out of Fluttershy's mouth in a stream, pouring down the mushroom head and dripping down the sides.

"How's that?" Septa asked. "My milk is still good, isn't it?"

Fluttershy gasped for air, panting heavily. She wiped the milk off her face with her arm before pointing at Septa. "I'll bet you're the one behind this, aren't you? Gah!" She grabbed at the tentacle pleasuring her and tried to wrench it out of her hole.

"Don't be like that, baby," Septa said. "Friends shouldn't accuse friends of things like that."

"I'm not sure you're my friend anymore," Fluttershy said with a glare. "A friend would let me go make sure my other friend is okay. A friend would help check on my other friend!"

Septa sighed. She blew a kiss at Fluttershy, blowing a cloud of pink smoke into Fluttershy's face as she did.

"Fine," Septa rolled her eyes. "I admit it. I threw your friend into the flower. Can you blame me? She was going to run straight to Canterlot and get Celestia, and Star Swirl, and whoever else is running around these days."

"Star Swirl?" Fluttershy asked. "Star Swirl isn’t… " She swayed and back forth, her consciousness losing focus.

"Hey," Septa said, grabbing Fluttershy's shoulders and steadying her. "Look at me. Look at me." She cupped Fluttershy's chin and made sure Fluttershy was looking at her.

"Obey me," she whispered.

"Obey you, yes, obey ..." Fluttershy said, her eyelids fluttering, barely able to keep herself awake, much less alert.

Septa brought Fluttershy's head down to her breasts, where Fluttershy resumed the suckling of Septa's nipple and the drinking of her milk. Septa smirked and giggled, lovingly running a hand down Fluttershy's back while the tentacle in Fluttershy's snatched kept wiggling. The fungal growth on Fluttershy's shoulders resumed spreading, going down her arms.

"That's it, dear, just give in. Let Septa take care of all your woes and troubles." Septa gently rocked back and forth, as if she was trying to get Fluttershy to sleep. She opened her mouth and exhaled another puff of pink smoke onto Fluttershy's face. Fluttershy inhaled it eagerly, wanting more of the drug.

Fluttershy felt so relaxed, so peaceful. All she had to do was keep breathing in the smoke, the spores, keep drinking and swallowing Septa's milk, and everything would be just fine.

The tentacle dug further into her honey pot. Fluttershy groaned in surprise at this, not prepared for it, but she soon relaxed and allowed the tentacle to do as it would like. It twisted and rolled around inside, beginning to swell up and pulsate. Fluttershy could feel it getting warm.

The tentacle slid out, its tips throbbing, before sliding it again. It repeated the process, swelling up a little more each time, before shoving itself inside Fluttershy's slit as far as it could go, and shot off a load of hot, warm spunk inside her. The cum splattered around, painting Fluttershy's yellow thighs white.

Fluttershy shuddered, feeling an overwhelming pleasure brought about by the hot seed going inside her body.

More of Septa's seedlings floated down from the air, attaching themselves around the area of Fluttershy's crotch, where they quickly began spreading.

What - what's happening? Fluttershy thought.

"Shh, shh," Septa said. "You don't need to worry. Let Septa take care of it."

But ... Fluttershy thought, before the tentacle shot another, smaller load inside her vagina. It wasn't as large or thick as the first one, but it was enough to make her brain shut itself off.

Another tentacle rose up from the king mushroom. It slithered on the mushroom towards the back of Fluttershy, going near her ass. It paused for only a second, as if surveying Fluttershy's area, before attempting to insert inside Fluttershy's ass-crack.

Fluttershy shuddered again as the tentacle made its way inside, playing around with her ass, rolling and turning and sliding out and sliding back in, working itself up to blow its load. Fluttershy yelped when it finally did, feeling her rear with the same warm pleasant sensations as her vagina.

"Gah!" Fluttershy, getting a brief moment of control from the shock of the jizz going through her asshole, pushed Septa off with a mighty grunt.

"Huh." Septa seemed more amused than annoyed. She calmly exhaled another puff of pink smoke into Fluttershy's face.

"Huh? Ooh." Fluttershy moaned, taking it in. She raised a hand towards her face to try and cover her nose, but she didn't think to hold her breath and ultimately inhaled the pink smoke. She lowered her hand.

She observed her hand. The mushroom skin was climbing up her arm now, going from the seedlings on her shoulder all the way up to her wrists, and it was still growing.

"Uh?" Fluttershy groaned, confused at her seeming transformation. The growth kept going, encasing her stomach with a layer of mushroom skin.

"Just let it happen, Fluttershy," Septa said. "There's no use fighting it. Just ... let it happen."

"Let it happen," Fluttershy repeated woozily. "No ... use ... fighting."

"That's right. There is no use fighting," Septa said. "You're one of us now. One of me. Part of me."

"One of you ... part of you," Fluttershy repeated. She looked up idly over the way, only to see Zecora and be temporarily brought back to her senses.

"Ignore her, Fluttershy," Septa insisted. "She's fine. She'll be one of us too. I'll get to her later. Right now I'm focusing on you."

"But!" Fluttershy said, silenced when the tentacle in her bum swelled up and splattered another load of jizz all over her ass. "Ooh ..."

"You, I think," Septa said, getting to her feet, "deserve some special attention."

Branches appeared and wrapped around Septa's thighs. They curled over and inward, growing and meeting at the center, which happened to be her crotch. They swirled around, growing a third appendage which manifested into the shape of a large, pale dong.

Septa walked over to Fluttershy and grabbed her head again, pressing her palms against Fluttershy's scalp. She brought Fluttershy's head down, and Fluttershy willingly took the cock into her mouth and sucked. Septa thrusted, ramming her rod into Fluttershy's mouth, making grunts of effort which actually sounded quite cute, despite what she was doing.

Fluttershy couldn't fight Septa's influence and gave into the compulsion telling her to suck. She bit as hard as she could onto the cock without hurting Septa and sucked hard, like she was trying to get ice out through a straw.

Septa moaned and panted, the cock twitching. It wasn't going to be long now.

Fluttershy reached up and drummed the tips of her fingers against Septa's cock. She tensed up everytime she felt the cock throb, thinking that was going to be it and she was going to get a fresh load of cum down her throat. It was nerve-wracking, but also exciting as well.

"Aah," Septa moaned, scrunching her eyes up as she felt the resistance on her cock weaken. It swelled for the final time, letting loose a blast of spunk into Fluttershy which spilled and dripped down Fluttershy's mouth, mixing in with the milk that was still there.

Fluttershy pulled away, panting and moaning softly. A lump formed in her throat as she tried to swallow all the cum at once.

Septa got down on one knee, giving Fluttershy a cute smile. She pressed her fingers to Fluttershy's throat and massaged it, helping Fluttershy to swallow her load.

"Now," Septa said, "are you ready to submit?"

Fluttershy looked over to Zecora.

"Not until your friend is safe, huh? I admire that. That's a good trait to have ... even if it makes a little annoying for me. But, I suppose it's no trouble to give you a little ... reassurance."

Septa snapped her fingers. The pink flower unfurled, and some of Zecora fell out, but only up to her crotch. Another one of Septa's tentacles wound around the tree and climbed down, rearing up like a snake before snapping to and going inside Zecora's vagina, giving her a blast of hot, sticky goo like the ones Fluttershy had the pleasure of receiving throughout the evening.

Satisfied her friend was going to be taken care of (under a broad definition of the term), Fluttershy nodded.

"Great. Let's go." Septa picked Fluttershy up, getting her to her feet. She walked over Fluttershy over to the center of the mushroom, where a hole the size of an Equestrian opened up.

On the bottom of the hole was a vat of white liquid resembling Septa's milk. It was warm, as steam was rising up from it.

"Your transformation is almost complete," Septa said.

Fluttershy hadn't realized until now how far along the process was. Her palms were completely covered with the mushroom flesh.

Fluttershy was still examining her hands when Septa gave her a shove, sending her plummeting into the vat of milk below. She landed with a splash and sunk, the milk viscous enough she couldn't float on it.

The hole closed up.

Septa squatted down, wrapping her arms around her knees. "See you soon, my little flower."

For Fluttershy, it almost felt as if no time had passed at all. She gently floated to the surface, the milk having become thinner, presumably through the magic. It was dark where she was in, the darkness only broken when the mushroom opened up its hole again, letting it a sliver of light.

Fluttershy raised her hand up to the light. Septa reached down and helped her up, pulling her out of the hole. They tumbled a bit, Septa using a bit too much force, but they righted themselves just as easily.

Fluttershy wiggled her fingers, observing them. They were now completely white. She ran a hand over her hair, feeling how it had been replaced with a mushroom cap, like the ones on Septa's head. She looked down at herself, and saw she resembled Septa in every way. Her skin was white and mushroomy all the way through. Not a trace of yellow pony skin remained.

"Now, you're truly part of me," Septa said.

"Yes," Fluttershy said. "Part of you."

"You know what we should do now?" Septa said.

"What?"

"Take you out for a test run of your new powers. You know. Break in the new body," Septa smirked. She looked up, saw something that made her go ooh, and turned to Fluttershy with a gleam in her eye.

"And I think I have just the thing." Septa spun Fluttershy around and tilted her head back to look at the sky.

Rainbow Dash was fast approaching.

Author's Note

Oh, tentacle fun!

Had some trouble deciding on the mushroom's name, but the commissioner helped with that. I also like how I wrote Septa just a little bit differently from my usual seducers, being a little more causal and friendly.

Also, stay tuned, as the commissioner hath commissioned an alternate bad ending for the story, so be on the lookout for that.

And yes, the pink smoke is inspired by Poison Ivy.