Shrooms Doing Fluttershy

by Citrus Recluse

Rating: mature
Tags: Anthro, Original Character, Porn, My Little Pony: Friendship is Magic, Fetish, Non-consensual, Fluttershy, Sex
Length: 12374

An alraune with controlling spores awakens within the Everfree Forest and begins her sexual conquest of the realm's defenders, starting with Fluttershy.

An alraune with controlling spores awakens within the Everfree Forest and begins her sexual conquest of the realm's defenders, starting with Fluttershy.

Tags:
[Tentacles] [Mind Control] [Transformation] [Lactation]

A commission. If you have a fetish you might like catered to, you can find out more about my commissions here.

Published 2018-06-14 21:50:06 UTC
Last updated 2018-06-14 21:50:06 UTC

First We Get Inside ...

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.

Then We Take The Mind

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.