Septa looked at Rainbow Dash, then over to Zecora’s limp legs hanging out of the tree.
“I suppose I should do something about that,” Septa said, cupping her chin. She looked to Fluttershy. “I wouldn’t want a repeat of our little incident.”

Septa clapped her hands. Tentacles appeared from the canopy of the tree and wrapped around Zecora’s legs, covering them up far more effectively than the pink flower.

“Now, who’s this?” Septa asked as Rainbow Dash flew in closer.

“She’s a friend of mine,” Fluttershy said. “Her name is Rainbow Dash. She’s a brave flier, but she doesn’t always think ahead and acts on impulse sometimes.”

“Your friend, hmm?” Septa placed an arm around Fluttershy’s shoulder and stroked Fluttershy’s cheek. “Let’s make her something more than that.”

“Yes,” Fluttershy chuckled. “Let’s.”

Rainbow Dash floated gently down, landing in front of the king mushroom with a soft thud. Septa and Fluttershy giggled at her, amused by her lack of knowledge about what her fate was about to be.

Dash looked up at them, trying to determine why they were giggling. She scratched her head in confusion and squinted, noticing something. She was thrown off by the change in her friend's skin and hair style, but there was no mistaking the fact; it was Fluttershy standing on top of the mushroom, laughing at her.

"Fluttershy?" Rainbow asked, approaching the mushroom. "Fluttershy, what are you doing up there? What happened to you?"

"Oh, nothing, nothing," Fluttershy assured her while she and Septa struggled to stop giggling. "Nothing happened, Rainbow Dash. I just met my new friend, Septa."

"Hello!" Septa wiggled her fingers as she waved, blowing a non-smoky kiss at Rainbow.

"Nice to meet you," Rainbow said, though it was clear from her expression she was just saying it to be polite. "Anyway, what's up, Fluttershy? Why do you look like that?"

Septa gave Fluttershy a wink.

"Oh, it was something Septa did for fun," Fluttershy said. "Sometimes she doesn't know what all her magic will do. We decided to change me into something like her for funsies. Don't worry, it's not permanent. It's just like the time Twilight turned us into breezies. I'll change back after we're done." She left out the itsy-bitty detail that they would be "done" when all of Equestria was mushrooms like themselves.

"Okay," Rainbow Dash flapped her wings, taking to the air again. "Listen, I'm gonna ... go home, and I'll see you again later when you're done playing with your, uh, friend. See you later, Septa!"

Rainbow Dash turned to fly away, with every intent to find Twilight Sparkle and bring her back to blast Septa with her magic.

Septa knew this. She blew a kiss and produced her pink smoke, blowing on the cloud forcefully to make it move faster so it could catch up to Rainbow Dash before she could get away.

The cloud lifted up and ensconced its target, enveloping Rainbow Dash. Rainbow didn't understand why she felt so relaxed and peaceful.

"What?" Rainbow asked, feeling woozy. Her eyelids grew heavy, and she felt a pleasant warmth in her belly.

She couldn't fly in this condition. It would be too dangerous. With reluctance, although she knew it was for the best, Dash floated down, landing on her knees.

"What's going on?" Dash asked. "Why's my head feel funny?" She palmed her forehead, trying to focus, but she couldn't.

Fluttershy and Septa hopped down from the mushroom and went over to Rainbow. They lifted her up by the shoulders and carried her over to the mushroom.

"What's going on?" Dash asked. "Where are you taking me?" She fought back, managing to wrench her arm free of Septa's grip, and began to work on getting out of Fluttershy's. grabbing Fluttershy's wrist.

"Oh my," Fluttershy wrestled to keep Rainbow Dash constrained, but it was a losing battle. "Septa, what do I do?"

Septa smiled reassuringly. "You know what to do, Fluttershy. You've seen me do it enough."

"Huh? Oh!" Realizing what it was she needed to do, Fluttershy took one arm off Dash blew a kiss, exhaling a cloud of pink into Rainbow Dash's face.

Rainbow Dash kept bucking and thrashing, trying to make Fluttershy's other arm let go. She tensed up her shoulders as the smoke enveloped her again.

"Huh?" Dash asked in confusion, her knees turning shaky. She sighed lovingly, relaxing further.

"There we go," Septa said. "That's more like it." She and Fluttershy grabbed Rainbow Dash, lifted her up, and tossed her up onto the king mushroom. Her body bounced on the mushroom's spongy ground when it landed.

Septa and Fluttershy climbed back up onto the king mushroom, observing their captured prey. Rainbow Dash laid down, no longer fighting, her eyelids barely open.

"They look so cute when they're asleep, don't they?" Septa asked, pretending to shut Rainbow's eyes the rest of the way.

Fluttershy chuckled. "Yes, they do. Shall we?" She extended a hand towards Septa.

"We shall," Septa replied with considerable relish.

Holding hands, the two of them poked each other in the boobs. Their boobs reacted and began leaking milk from their nipples, some of which dripped onto Rainbow Dash's midsection.

"Uh?" Dash groaned, vaguely aware that something was happening when she felt the warm, fresh milk drip onto her body.

Septa and Fluttershy turned to lay on their sides. Septa reached a finger into Dash's mouth to pull it open, and she and Fluttershy stuffed a boob into Rainbow Dash.

"Drink it up, Rainbow Dash," Septa said.

"Yes, Rainbow Dash," Fluttershy chuckled. "Drink it up. Drink it all."

Unable to say no in her deluded state, Rainbow Dash complied and suckled their nipples, making almost no noise as the milk filled up in her throat. The milk built up in her mouth, and it took her some effort to swallow and force the milk down. She coughed and sputtering, spraying the milk onto the boobs in front of her.

"Ooh," Septa stroked Rainbow Dash's hair lovingly. "Did you drink too fast? That's okay. Just take it nice and slow."

"I don't know," Fluttershy said. "She's so obsessed with being the fastest, I'm not even sure she even knows the meaning of the word!" She and Septa had a good laugh at that.

"Let's hope she doesn't go too fast," Septa said. "I wouldn't want this to be over before I've had my fun." At her word, the tentacles around the area sprang to life, ready for action. Septa pulled Rainbow Dash's shorts down, then her panties, and put a finger into Dash's labia, teasing Dash slightly.

“Let’s take this up a notch,” Septa snapped her fingers, and the tentacles which had so ravished Fluttershy came towards Rainbow Dash.

Septa continued stroking Rainbow Dash’s vagina with her finger, massaging it until it was relaxed and ready for one of her tentacles to penetrate its entrance. The tentacle arched over Rainbow’s shoulder, raising up like an eager snake, then swung forward like a pickax to penetrate, slowly making its way inside to penetrate deep into Rainbow Dash’s snatch.

“Ooh!” Rainbow moaned and jerked, alarmed by the sudden intrusion into her privies. She tried to raise her up to get a good look at what was going on down there, but Fluttershy placed a hand on her forehead and pushed her back down.

“Shh, it’s okay,” Fluttershy assured her, stroking her hair the same was Septa. “Relax, Rainbow Dash. Relax … and drink.” Fluttershy moaned breathily at the word, taking a hand and cupping her breast. She pinched the space around her nipple and gave it a light squeeze, squirting fresh milk into Dash’s mouth.

Dash moaned as if giving a question and a protest, but she swallowed the milk complacently.

“That’s a good girl,” Fluttershy said, petting Dash. “Who’s a good, good girl who’s going to drink up all of mine and Septa’s milk? It is you? I think it’s you, Rainbow Dash!” She reached over to Dash’s snatch and rubbed the area around it, stimulating Dash while the tentacle began its dirty work.

Rainbow moaned softly, crossing her leg as the tentacle pumped in and out of her vagina.

"No, Rainbow," Septa said. "You have to relax your legs. Like this." She grabbed Dash's thigh and pulled it on, moving Rainbow Dash's leg out. She did the same thing to the other leg.

Rainbow noticed an immediate increase in her pleasure after her thighs were spread. The tentacle raised and lowered itself like a piston into her slit, teasing her and relaxing her vagina, allowing it to go deeper and deeper each time.

"Ooh," Dash shivered. "Deeper, deeper!"

"You hear that?" Septa asked with amusement, placing a hand on top of the tentacle. "She said deeper."

"Okay. Let's go deeper." Fluttershy grabbed the tentacle and lowered it further into Rainbow Dash's slit, going until Dash jerked and groaned.

"Too far, too far!" Dash shouted.

"Oh. Sorry." Fluttershy pulled the tentacle back up by a small amount. "Is that better?"

"Yes," Dash nodded, relaxing again. "Much better."

Having now found the sweet spot, the tentacle wiggled inside Dash, moving up and down to tease and stroke itself using the folds of her honey pot. Septa and Fluttershy resumed breastfeeding her, and Dash curled her fingers and toes as her body and mind were overwhelmed by the pleasure. She vaguely recalled some sense of needing to be somewhere, and to see someone, but it soon faded away under the soft pleasure given to her by the both the milk and the tentacle.

The tentacle stopped sliding in and out, having reached to a peaking point. Septa licked her lips in anticipation as the a bulge traveled down the length of the tentacle and shot into Rainbow Dash, filling her slit up with sticky cum and spraying it all over the place.

"Ooh!" Dash moaned, biting down hard on Fluttershy and Septa's nipples in her mouth.

"I think that's enough milk for now," Septa said, taking her boob out of Dash's mouth while it continued to leak milk.

"Oh, are you sure?" Fluttershy asked, cupping Rainbow Dash's cheek. "I think she could drink a little more."

"Fluttershy," Septa smiled and winked at Fluttershy.

Fluttershy got the hint and quickly removed her own tit from Rainbow Dash as well.

"Fluttershy! Why'd you stop?" Dash whined at her.

"It's okay, Rainbow Dash," Fluttershy assured her. "Septa knows what she's doing. Don't you, Septa?" She looked to Septa and chuckled.

"That's right," Septa said. "I sure do." She snapped her fingers using both her hands. A tentacle went over Rainbow Dash's waist, binding her to the mushroom and holding her still. Another thinner one rose up over her head and inserted its tip into mouth. A third tentacle dug in underneath her body, swatting her tail out of the way and inserting itself into her asshole.

Dash's eyes widened in a mixture of anticipation and fear. The tentacle in her ass began pounding her, moving with the same rhythm as the one in her snatch. The one in her mouth wiggled, and wiggled again when that didn't produce any effect from Dash. Dash got the message the second time and began sucking on it. Dash's body was moved by the rocking, pounding, penetrating tentacles, her body shifting as the tentacles had their way with her.

Dash didn't know what to think as she continued sucking the tentacle in her mouth. When it was going to blow? How much would it blow when it did? Could she swallow it all? Did she want to?

Her questions were answered when the in her ass reached its peak, swelling up before shooting a hot load of spunk into her asshole. It wiped her mind of thoughts and thinking. The answer to her question was "it didn't matter." She would swallow it to the best of her ability. She would take in as much of as she could, because that was what she supposed to do, because it was going to make Septa happy, and she wanted to make Septa happy, because Septa was her friend. Because only a friend would want her to feel this good, this pleasurable, this aroused.

All three of the tentacles swelled up at once. They held back their fire, waiting for the perfect moment to synchronize their loads before they spilled. After resisting it for several moments, the tentacles stopped holding, releasing sizable ropes of semen into all of Rainbow Dash's orifices. Dash thought she heard Septa give a sigh as though the load was hers.

"Hrmp!" Dash grunted, unable to swallow all of the cum that went into her mouth. As the tentacle pumped and shot, its cum went flying out all over and scattered all over her cheeks. She blushed as she swallowed the cum and it made it feel so good and warm inside. Dash moaned as the loads in her cunt and ass kept going, stuffing her with their goo.

Mmmm? Dash thought questioningly when she felt her vagina twitch. "Mm!" She curled her toes up as she came herself, sweet-smelling juices pouring out from her vagina and down her crotch.

"Ooh," Septa moaned with anticipation. She reached over and was about to press a finger to Dash's crotch, but stopped herself.

"She's your friend," Septa said to Fluttershy. "Why don't you have the honors?"

"Oh, why, thank you, Septa!" Fluttershy said. She scooped Rainbow's cum onto her fingers, being careful to avoid hitting Septa's tentacle, then stuck her fingers into her mouth and sucked. It tasted wonderful, and the fact it came from one of her best friends made taste all the more sweeter to Fluttershy.

The tentacles, spent, at least now, all pulled out of Rainbow Dash, leaving behind streaks and strands of cum as they did so. Cum poured all over Dash's body, down her cheeks and her butt cheeks, down her crotch.

Dash looked between Fluttershy and Septa as her cheeks continued their cum bath. "So ... what happens now?"

"Now you go in the hole."

"What hole?"

Dash cried out in alarm as Septa gave her a great shove, sending her off over the edge of the mushroom's hole, which reappeared. The hole consumed Rainbow Dash before resealing and disappearing.

"Now all we have to do it is wait," Septa said. She and Fluttershy bounced their feet as they waited for Rainbow's process to complete.

"While we wait for her transformation to complete," Septa turned to Fluttershy, "are there any more of your friends that you would like to have join us, Fluttershy?"

Fluttershy thought about it for a minute. "Ooh, yes, yes, there are! There are several, in fact." She grinned wickedly.

Septa clapped in excitement. "Well, what are we waiting for then? Let's go!"

Rarity was just now getting out of the shower, humming a delightful tune to herself as she wrapped a towel around her voluptuous body. She pulled back the shower curtain and set up the hair dryer, treating her luxurious locks with a rewarding heat.

"Ah!" She expressed to herself. "Nothing beats a relaxing shower after a busy day of fulfilling orders."

She remained completely unaware as a large, stalky mushroom tentacle slithered the side of her house and business. The tentacle slid across the outer wall and tried to open the window, only to find it locked. Despite its monstrous appearance suggesting it would just as soon smash the window in, it knocked on the window rather politely.

Rarity couldn't hear it at first over the hum of her hair dryer, but when she finished drying and turned the machine off, the knocking was the first thing she noticed.

"Now what could that be?" Rarity asked as she put the dryer away. "I'm sure it must be urgent if it's trying to get me at this hour in the morning!"

Rarity peeped her head out the bathroom door. She listened closely and determined that the strange noise was coming from a window on the floor she was on.

Still in her towel, Rarity followed the noise back to its source, utterly surprised when she saw the tentacle outside the window.

"Oh, sweet Celestia, what is that?" Rarity asked, shielding her eyes from horrid visiage. She glanced on it again and determined it was sort of large tentacle or tail or some similar appendage.

After a few moments, Rarity was able to calm down. She realized that the thing, whatever it was, was tapping the window gently to get her attention.

"Well ... whatever it is, I guess it has some manners," Rarity mused to herself. She went over and unlocked the window, peering outside. "Hello?"

"Hello!" Fluttershy called out, waving at Rarity. One of her arms was the same, while the other had morphed into the source of the tentacle.

"Fluttershy?" Rarity said. "Fluttershy, you know better than to try and disturb me when I'm taking a relaxing post-morning post-work pre-relaxation shower! What is the matter with you today? And why do you look like that? And what's with this?" She gestured to the tentacle.

"Oh, that," Fluttershy said. "That's just a thing I can do now. Can I come inside? I'll explain everything then."

"I suppose so," Rarity said. She squinted at Fluttershy, making note of her shroomy appearance. "But maybe don't go in my refrigerator. I wouldn’t want fungus on my food. Wait there. I'll unlock the door."

Rarity went downstairs and unlocked the door for her friend. She called out Fluttershy's name and beckoned for Fluttershy to come inside.

Fluttershy went through the door, and Rarity closed it. Fluttershy smirked at Rarity being in a towel, already naked and primed for putting the tentacles inside her, though she controlled herself and forced the smirk away before Rarity could see.

"You must tell me what happened, darling," Rarity said, touching Fluttershy's mushroom cap hair with concern. "Maybe if we can figure out a way for Twilight to fix it."

"No need to fix what isn't broken," Fluttershy said mysteriously.

"I'm afraid I don't follow, darling."

"I'm fine," Fluttershy said, doing a twirl. "I just had a bad run-in in the Everfree Forest while picking rare flowers. It'll go away on its own after awhile, but I just wanted to see you today."

"Oh, really?" Rarity said. "While, I'm flattered you would make me a priority, Fluttershy."

"Oh, yes," Fluttershy said. "I'd do anything for you, Rarity." She had snagged and caught Rarity already. She was putty in Fluttershy's hands.

"And I would do the same for you?"

"Really?"

"Yes."

"Turn around," Fluttershy asked.

"I'm sorry, what?"

"Turn around," Fluttershy said. "I have a surprise for you."

"Well ... okay," Rarity said. "Wait, this isn't a "from the Everfree Forest" kind of surprise, is it?"

"No, I promise, it's a good one," Fluttershy said. "Would I lie to you?"

"Mm, I suppose not," Rarity turned around as requested. She didn't see Fluttershy creepily lick her lips. "Forgive me, Fluttershy, for being suspicious, but you can never be too careful when you're dealing with the Everfree Forest."

"Oh, I understand," Fluttershy said, her mouth watering as she got an eyeful of Rarity's sexy bare back.

Fluttershy chuckled. She unfurled her arm into a tentacle and shot it forward, shooting it under Rarity's towel and straight up her ass.

"Fluttershy!" Rarity blushed, dropping her towel from surprise, leaving her nude body bare for Fluttershy to enjoy. "What is the meaning of this?" She grabbed at the intrusion in her tush, trying to pry it out.

"Meaning?" Fluttershy replied coldly. "There's no meaning. Just instinct, and pleasure."

Rarity kept working on getting the tentacle out, with no success. her efforts only stimulated the tentacle and helped it cum that much faster.

"I won't stand for this!" Rarity declared. "If you want to do something like this to me, you're going to have to make an appointment!"

The tentacle swelled up and shot its load up Rarity's ass, cum dripping from her asscheeks as it splattered all over her crack.

"I suppose I should have known better than to trust you were yourself after you mentioned the Everfree Forest," Rarity said, before the hot jizz made its way into her system. Her mind clouded over.

What ... what's happening? Rarity thought. She fell to her knees.

"I should have ..." Rarity said, rocking her head. "I should have ... submitted sooner."

"Yes, Rarity, that's right," Fluttershy said, walking towards Rarity. She kneeled besides Rarity, placing a hand on Rarity's shoulder. "Submit." She blew a kiss, puffing pink smoke into Rarity's face. She rummaged through her mushroom hair and pulled out a handful of smaller mushrooms, which she placed on Rarity's shoulder to plant them.

"But I ..." Rarity said in confusion. "But what if ..."

Fluttershy pressed a finger to Rarity's lips. "Shh. No, no. No talking. Just relax and submit. Relax and submit." She continued pumping the tentacle into Rarity's butt-hole.

"Relax and submit," Rarity repeated once Fluttershy moved her hand away. "Relax and submit. But ..."

"No buts," Fluttershy snapped. The tentacle swelled up, shooting another load of spunk into Rarity's system.

"Ooh!" Rarity moaned, shaking, her vagina growing wet. She fell over onto her side, eyes half-lidded and drooling slightly.

"Want more?" Fluttershy asked, smirking because she already knew the answer.

"Ooh, yes, please!" Rarity begged. "I want more! I need more!"

"I had a feeling you might say that," Fluttershy raised her other arm, turning into a tentacle from the elbow down that branched off into two appendages. She brought both tentacles down, curling them over Rarity's midsection, and made them go separate ways, one entering Rarity's honey pot, the other going into her mouth.

I - I need to stop, Rarity thought. I have to fight back. I have to get away and warn the others. I need-

The tentacle jizzed into her ass a third time, wiping out her thoughts with a blanket of cum.

I need cum! Rarity thought. I need cum and spunk and to be a good little girl and submit and obey and relax.

Rarity's eyelids fluttered like she couldn't keep them open, despite trying, and she began to suck on the tentacle in her mouth while stroking her slit, massaging herself with her fingers so her snatch would relax and let the tentacle go further in.

"That's the spirit, Rarity!" Fluttershy encouraged her as all three tentacles moved in and out of Rarity's orifices. The fungus on her shoulder began growing and spreading, covering all of her shoulder blade with some spongy mushroom skin. It wouldn’t be long now before she was a mushroom just like Fluttershy and Rainbow Dash.

"Mm," Rarity moaned as she sucked. Fluttershy wiggled the tendril, making its tip sweep across Rarity's tongue. Rarity responded, pressing her tongue up against the tentacle's underside and licking as she continued.

"Ooh," Fluttershy moaned and shivered, "Oh, yes, yes! That's it, Rarity! This is what you need! What I need! What all of our friends need! To submit, relax, and obey, so that we can all have fun playing with our mushroom friends!"

Submit, relax, obey went through Rarity's head. Submit, relax, obey. She dimly recalled the feeling of having another thought in her head, something important, but in her current state, she couldn't imagine what could be more important than submitting, relaxing, and obeying.

Rarity's eyes widened when she felt the tentacle in her mouth twitch. She grabbed hold of it with both hands and began stroking it. She wanted the tentacles' thick, warm spunk to go down her throat. She wanted to know what it felt like in her mouth. She was a ready to swallow, like a good friend should for their friends when they're having fun.

Fluttershy moaned loudly, sticking her tentacles further in. She shut her eyes and closed her mouth, trying to recreate the trick the tentacles had done with her and hold back for an even better, bigger release, but she couldn't pull it off. Rarity sucked too well to deny herself for long. So, with a scream of delight, Fluttershy let her loads go into all of Rarity's, shooting thick goo into her ass a fourth time, into her vagina, and her mouth. Of all of them, Rarity was most appreciative of the mouth, tilting her head back and moaning as she kept sucking off the tentacle, happily swallowing its load. Some of it trickled down the side of her mouth.

Rarity came herself, her vagina reacting to Rarity's own stroking, the tentacle's stroking, and the hot cum flowing through it. Feminine cum leaked down her side and dripped onto the carpet.

"Ah!" Rarity sighed with approval after Fluttershy took the tentacle out from her mouth, the tentacle still dangling a strand of cum.

The mushroom skin spread over Rarity's body, traveling down her arm and her back, splitting off to cover sections of her stomach, her other arm, and some of her thigh. She looked neatly wrapped in a layer of the skin, but the transformation wasn't complete. Fluttershy was going to have to take her back to the Everfree for that.

Rarity closed her eyes, drifting off to sleep, the orgasm and loads of cum taking a lot out of here.

"Come along now, my little flower," Fluttershy said, curling her tentacles around Rarity and lifting her up into the air. “We’ve got more flowers to make into mushrooms like ourselves.”

Someone knocked on the door, then entered without waiting for a reply..

"Hey, Rarity?" Applejack asked, tipping her hat. "Big Macintosh ripped his vest, so he and I were wondering if y'all could maybe-"

She trailed off, taking a good look at the situation in the room, with a mushroomy Fluttershy carrying a sleeping, cum-soaked Rarity.

"Yeah, I'll just be going," Applejack said, pointing to the door. She replaced her hat and booked it out of the building.

"Applejack!" Fluttershy shouted, running to the door. "You get back here!" She shot her tentacle out and grabbed Applejack's ankle, tripping her up and allowing Fluttershy to real her back in, dragging her across the ground up to the entrance of the boutique.

"Now, now, Fluttershy," Applejack said, raising her hands, "I don't want any trouble."

"I don't, either," Fluttershy said with a reassuring smile. "Which is why I'm going to take this," she wiggled one of her tentacles, "and put it in your mouth."

"Well, now, that's, mighty kind of you to offer that, but uh ... Rarity, help! Wake up, you sleeping beauty!"

"Hmm?" Rarity opened her eyes, disturbed by Applejack's racket. "Applejack? What are you doing here? What's going on?"

"Hmm!" Fluttershy got an idea. She slipped her tentacle into the corner of Rarity's mouth, shooting a small amount of jizz to give Rarity a refresher on recents events and a fresh dose of aphrodisiac.

"Rarity, you like being generous and sharing so much," Fluttershy said, carrying Rarity over on top of Applejack. "Why not share with Applejack?"

Rarity understood Fluttershy perfectly. She grabbed Applejack's cheeks and gave Applejack a big kiss, letting the cum in her mouth drip into Applejack's.

"Do you like that, Applejack?" Rarity asked woozily. "I'm sure Fluttershy has plenty more where that came from, tee-hee!"

Applejack scrunched her lips, trying not to swallow the cum.

"Swallow it, Applejack," Fluttershy commanded. When Applejack resisted, Fluttershy walked over to her and leaned over her.

"Swallow," Fluttershy commanded, breathing pink smoke into Applejack's face.

Applejack inhaled the perfume and couldn't stop herself. She gulped down the cum, paving the way for Fluttershy to stick her tentacle into Applejack's mouth and squirt it with more cum. Applejack tensed up at first at the sudden salty surprise going down her mouth, but it went down her throat and she relaxed slightly. Fluttershy inserted her tentacle into Applejack’s mouth and shot another load of cum to add to what Rarity had already put inside her.

Fluttershy began stripping Applejack, pulling Applejack's vest off, when she heard footsteps nearby crunching on grass. She snapped to attention and saw Twilight Sparkle standing a fair distance from the boutique - though not so far away Fluttershy couldn't grab her if she reacted quickly enough.

"Okay," Twilight said, "I was going to ask Rarity to make me a new dress for the publishers convention, but I see now is not a good time."

Fluttershy shot one of her tentacles forward. Twilight's horn shimmered, and she disappeared in a flash, reappearing a few feet to the left of where the tentacle was.

"Yeah, no, nope," Twilight said. "I already had enough of tentacles this week, thank you very much. I am not putting up with it again."

Twilight spread her wings and flew into the air to dodge as Fluttershy angled the tentacle towards her. Fluttershy shot a load out from the tentacle to try and make at least a little headway on the process of spreading it to Twilight, but Twilight disappeared in a flash of light, leaving the spunk to travel through the air and land on the grass.

Fluttershy growled, frustrated at being denied her prize. "Grr! Oh well. Guess I'll just have to settle for these two ..."

She planted a mushroom onto Applejack's shoulder, then lifted Applejack up and put her with Rarity, carrying both of them in her tentacles and heading back to the Everfree Forest.

It took her a minute before she wondered what Twilight was referring to about a previous experience with tentacles.

Fluttershy arrived back at the site of the king mushroom, carrying her haul over her shoulders.

Rainbow Dash had completed the process and was lying about on top of the mushroom, while Septa leaned against the back of the mushroom. Her eyes gleamed at Fluttershy's capture.

"Oh, goodie!" Septa said. "More friends to play with!"

"Yup," Fluttershy set Rarity and Applejack down on the edge of the mushroom, where Rainbow Dash took care of taking them over to the hole to complete their transformations.

"Septa, could I talk to you?" Fluttershy asked. "While I was getting Rarity and Applejack, Twilight saw me."

"Okay?" Septa asked. "What does this mean?"

"It means Twilight could be out coming up with a plan to stop us," Fluttershy said. "She and whoever she can find to help could get here any minute now."

"Like right now!" Twilight shouted, she and Starlight appearing from the bushes.

Septa looked at them, unimpressed. She looked to Fluttershy, pointing a thumb at Twilight and Starlight. "These are the two that you're worried about? They don't seem that tough."

"Don't underestimate them," Fluttershy said. "They've been able to get themselves out of pretty tough spots."

"Oh, I won't," Septa said. She pointed her fingers, and tentacles shot from between the trees, binding Twilight and Starlight's ankles and wrists together and lifting them up.

"It's time for you to learn what it's like to lose," Septa said, "and to learn to appreciate how good it can feel to have delicious cum go down your throat."

Twilight and Starlight looked on fear with and anxiety as tentacles wiggled towards their mouths. The tentacles began leaking cum, getting ready to fire.

"Wait, Twilight, I have an idea!" Starlight said.

She blasted Twilight's mouth with magic, turning it into a zipper.

Twilight nodded, zapping Starlight's mouth and doing the same thing to her. The tentacles shot their loads, their cum splashing uselessly against the zippers, dripping down onto the grass.

"Oh, come on! No fair," Septa said. "Oh well. It's no trouble. I guess I'll just have to unzip those zippers!"

The tentacles continued inching to their faces, but Twilight and Starlight were smarter, zapping each again and creating lockpads around the zippers.

"What!?" Septa asked in anger. "You two are ruining my fun!" She marched over and examined the two of them. "Oh well. It doesn't matter. You can't stop me. The only thing that would stop me is getting me into the bottom chamber of that mushroom, and I think we both know that's going to happen from these positions." She walked up and poked Twilight in the nose.

"Uh, Septa, I don't think you're at the point where you can confidently tell them your weakness just yet," Fluttershy said.

"Oh, please, Fluttershy," Septa said, cupping Twilight's chin. "There's nothing they can do. Besides, they'll be mine soon enough." She went down to Twilight's pants and unzipped them, pulling them while preparing her spores, seed, and smoke to use on them both.

Twilight and Starlight looked to each other and nodded. Their horns glowing, they concentrated together. They synced up, creating a projection of a large sword that altered between both their magic colors.

Working in tandem, they sliced open a hole into the base of the king mushroom wide enough to fit Septa through. They dismissed the sword and took hold of Septa herself, grabbing her wrists with telekinesis, the two of them taking a wrist each. It left the appearance of Septa wearing differently colored handcuffs.

"Hey! What's the deal here? What's the big idea?" Septa grimaced when the magic cuffs pulled on her wrists, pulling her towards the mushroom. She gasped when saw the hole the unicorns put there.

"What, no!" Septa planted her feet into the ground, but the cuffs dragged her along anyway, kicking up dirt and digging a trench.

"It's not fair!" Septa cried as she was almost into the hole. She grabbed the edge of the mushroom and tried to hold on. "You ... you ... you cheated! This shouldn't count! You cheated! CHEEAATED!"

Septa's cries were silenced when Twilight and Starlight succeed in pushing her through the hole. With their magic, they sealed the hole back up before she could get out.

Contrary to Septa's claims, it did count, as the king mushroom let out a puff, making a sound like a weak gasp, and turned a sickly, rotting brown color, its cap losing its firmness. It shot Rarity and Applejack out like from a cannon, the two of them back in their right mind, at least if their surprised expressions were any indication. They landed on the ground next to Fluttershy.

The caps on Fluttershy and Rainbow Dash's heads turned brown, rotten, and ugly. They groaned, and mushroom skin fell off them in patches. The pink flower holding Zecora wilted and let her drop out, and the tentacles holding Twilight and Starlight retracted and withered.

"Is everyone okay?" Twilight asked, running up to Fluttershy with concern.

"I'm fine," Fluttershy said. "At least, I am now. Thank you, Twilight." She hugged Twilight tightly, burying her head into Twilight's chest. "I'm so sorry, Twilight. I don't know what came over me. First there were these spores, and then I kicked Angel - oh! I kicked Angel! And - and then I walked to the Everfree Forest and-"

"It's okay," Twilight assured her, stroking Fluttershy’s hair. "It's not your fault. We forgive you."

"Are you sure?" Fluttershy said. "I made you all do awful things ..." she looked pointedly at Rarity and Applejack.

"Why do you look at us when you say that?" Rarity asked as she brushed off the black dead mushrooms from her body. “What did you make us do, darling?”

Fluttershy blushed.

“Oof. That bad, huh?” Applejack said.

"We'll have to do something about this mushroom so that monster can't escape again," Twilight said.

"Yeah," Starlight said, unable to add anything to the conversation other than just repeating her mentor.

"No worries, my friends," Zecora said, walking up to the king mushroom and placing a hand on it. "I'll see to it this woman's rampage comes to a permanent end."

"Thank you, Zecora," Twilight said. "Come on. Let's get you home. Then you can tell us all about what happened." She carried Fluttershy along. "You coming, Starlight?"

"Uh, yeah! In just a minute!" Starlight said.

The others left.

Starlight and Zecora stood there awkwardly, Zecora staring at Starlight with suspicion, squinting.

"Starlight, tell me you are not thinking what I-"

Sensing she was caught, Starlight blasted Zecora with her magic, putting a sleeping spell on her. She went up to the king mushroom and pulled out a knife, which she used to scrape off a sample and put into a jar, sealing it tight. Starlight turned and fled to catch up with the rest of the group before Zecora woke and ratted her out.

Author's Note

This ending was more of a riff on the show's usual "Oh! That wacky Starlight, dooming us all as usual, haha!" approach, so I don't really have any specific plans for what Starlight is going to actually do with her sample.