Septa's Revenge

Chapters

Starlight, You Done Screwed Up Again
A Rare Show of Resistance
Clipping Those Wings
Planting Mushrooms In The Ground

Starlight, You Done Screwed Up Again

“Now, Starlight, are you sure you have everything?” Twilight asked as she finished packing the last of her preparations for her trip to the spa with Rarity today.

Starlight chuckled. “Twilight, of course I do! I mean, honestly, what kind of pony do you take me for? Some brash pony who charges in without thinking and has an overly emotional overreaction to everything to the point of being a danger to myself and others?”

Twilight glared, not amused by Starlight’s attempt at self-depreciation humor.

Starlight gave an airy chuckle that the air went out of. “I guess I maybe I still have a few things I need to work on.”

“A lot of things,” Twilight opined. “Probably with a therapist, too. Anyway, I’m trusting you with the house while I’m gone, Starlight,” Twilight said. “Don’t mess this up.”

Starlight scoffed. “Oh, psshaw. It’s not like I’m going to mind control all your friends or anything.”

Twilight grunted. “Starlight, one more crack like that and I’m going to boot you out of my home. I mean it.”

“Right. Serious face.” Starlight waved her hands in front of face, hiding her face behind her hands before showing it with a different, serious-looking expression. It reminded Twilight of Pinkie Pie.

“I will hold down the fort while you’re gone, Twilight,” Starlight said. “No nonsense. No spells, no bad magic. Just me, this house, and a bunch of books.”

Starlight proceeded to levitate a number of books from off the shelf and make them fly in aesthetically pleasing circles around the air above her.

“Okay,” Twilight said. “I’m trusting you, Starlight. Don’t let me down.”

Twilight closed the door.

Starlight sighed, dismissing her magic and letting the books fall to the floor in piles. “Now, to immediately let Twilight down! … Is what I would say if I were a sociopath who couldn’t be trusted, but I’m not, so I won’t.”

Starlight had no intention of disappointing Twilight. She, did, however, dash out of the room, leaving the mess of books behind without cleaning it up, their pages turned and crinkled from when Starlight dropped them.

Starlight didn’t want to disappoint Twilight, so it was a wonder that she had sequestered a room for her own use in the castle that was full of long inert magic relics, forbidden tomes, and other things Twilight likely would have been more than a little displeased to know Starlight had been keeping around at all, let alone in the house. Those other things included hair samples from Twilight and all her friends - Starlight swore they’d be useful in the event they had to clone of them one day, seeming to forget that planning for a contingency plan to clone one’s friends is not something healthy individuals fit to run freely in society tend to do.

There were other samples as well. The main one of which that had Starlight’s attention today was a small scraping taken from a giant mushroom in the Everfree Forest. Inside the mushroom was a shroomy alraune who called herself Septa, and Starlight had heard from Fluttershy after they had finished dealing with Septa that she mentioned Celestia and the famous Star Swirl the Bearded.

Starlight hadn’t read about anything like Septa in any of her books, and while she wasn’t the voracious bookworm Twilight was, she made up for it being more willing to read books on dark magic and unsavory subjects. So why hadn’t she heard about Septa or her kind before now? Was she powerful? Was Celestia afraid of her or did she think if someone read about Septa, they might try to unleash her for their own ends? Was Septa an ex-girlfriend of her’s Celestia didn’t want to think about, talk about, or record in history in any way? The possibilities were endless.

The simplest explanation, that Star Swirl was an irresponsible neckbeard and Star Swirl-era Celestia was also irresponsible and had little understanding or care for how her actions might cause future consequences, eluded Starlight, determined as she was in her paranoid manner and fragile ego that it had to be some kind of conspiracy. As if proving Celestia wasn’t perfect and made mistakes (as if Celestia ever said she was and didn’t) would somehow make the world make sense, and justified why Starburst never contacted her all those years ago. Or justify the fact she never tried to contact him and became a dictator entirely through her own choice.

Such is life.

Starlight took the sample from Septa’s mushroom down from off the shelf and set it on her work desk.

“Now, Septa …” Starlight said, adjusting the jar, “what are you, really? Where did you come from?”

Starlight turned to her private bookshelf and began pulling out grimoires with her telekinesis. She didn’t notice the sample in the jar twitch, as if in response to her saying Septa’s name.

“Hmm,” Starlight hummed to herself as she thumbed through the pages of her book. “Huh? Oh, what’s this?”

Starlight picked up the jar containing the sample and inspected it. The sample inside to be wilting, rotting and turning brown, shrinking in size.

“Of course!” Starlight said, snapping her fingers when she realized instantly what the problem was. “This is part mushroom, so it needs all the things a mushroom needs to survive, like moisture and dirt! Hang in there, little buddy,” Starlight tapped the side of the jar to assure and spoke to in a soothing voice. “I’ll get you right what you need, stay right there.”

Starlight set the jar down and ran out of the room, returning with a pot full of mulch and a glass of water. She unscrewed the lid of the jar, took the sample out, dumped the mulch inside, then placed the sample back into the jar on its newd bed of dirt. She then poured the cup of water around the sample, soaking the dirt with water so the sample could have all the things a mushroom like itself needed to survive.

“There you go, little buddy,” Starlight said as she screwed the lid back on. She patted the jar again, as if comforting it. “Take all you need to live. You still need to help me with my research!” She watched the jar closely, waiting to see signs of improvement, all the while blissfully unaware there was an intelligence inside that mushroom, and it was growing, and studying her back as much as she was studying it.

Twilight stood by the edge of the hot tub, towel wrapped tightly around her chest. She dipped her toe into the water first, then dropped the towel before lowering herself inside, letting herself submerge in the soothing hot bath.

"Ah," Twilight sighed, covered up to her neck, almost to her chin. "I needed this. This is nice."

"Isn't it, darling?" Rarity said. "Applejack is always complaining that the spa is a waste of time, but I say there's nothing wasteful in wanting to take care of yourself and giving yourself a treat every now and then, especially when its fully deserved after all your hard work, working day and night to make sure every stitch is just right ..." Rarity sighed as she relaxed, then pursed her lips. "Oh, but I do realize that last part doesn't apply to you, darling! I'm sure it's very hard working being a princess, with all those meetings, the paparazzi, people spreading always spreading rumors about you trying to get ahead of the next big scandal, traveling to far away places ..." Rarity sighed again, and it was apparent from her tone she didn't think most of these things were in anyway bad and that she would quite like to have the life of a princess.

"Yeah," Twilight said drearily, looking up at the ceiling.

Rarity leaned over. "What's wrong, darling? You don't really seem like your enjoying yourself."

"I'm sorry, it's just ..." Twilight took her hand out of the water, shook it dry, and tapped her forehead. "I left Starlight in charge while I'm gone."

"Oh, did you? Well, I'm sure she'll do a fine job," Rarity said, though it was obvious she was saying this more for Twilight's sake.

"That's just it, though," Twilight said. "She's been so irresponsible lately, I'm not sure I made a good decision."

"irresponsible how?" Rarity asked, tactful as always.

"There was the time she mind-controlled you and everyone else, the time her anger started infesting the town, the time she nearly started a war with Yakyakistan, the time she nearly started a war with Saddle Arabia ..."

"I don't remember that one."

"It was last week," Twilight said. "You weren't there."

"Well!" Rarity said. "It certainly sounds like you've had a lot on your plate."

"Yeah," Twilight said. "I just worry Starlight will do, I don't know, something. Maybe she'll rip open a portal through time and space let an eldritch horror creep through."

"Twilight, darling," Rarity said, "if you're that worried about it, you're not relaxing. And if you're not relaxing, there's no point in you being here." Rarity reached over and put a hand on Twilight's shoulder. "Why don't you go on home and check on her?"

"Are you sure?" Twilight asked.

"Positive, darling. A good spa trip requires not just the money to go, but being in the right mental place as well. Go on. I'll be here when you get back."

"Thank you, Rarity," Twilight scampered out of the tub and wrapped the towel around her, quickly drying off and heading out the door, waving to Aloe on her way out.

"Starlight?" Twilight called, opening the door to the house. "Starlight Glimmer, are you in here? Hmm ..." Growing worried when she didn't immediately hear a response, Twilight shot a beam of light out from her horn and began scanning the room for signs of magic or traces of changes. She was perplexed when she didn't find anything.

"I'm here, Twilight," Starlight answered, coming into the room.

"Oh. There you are." Twilight rocked nervously on her ankles. "Where were you?"

"I was reading a book," Starlight answered, pointing over her shoulder. "Why? What's up? Back from the spa so soon?"

"No, no ... well, yes," Twilight answered. "I just, uh ..." Twilight stalled for an excuse. She didn't want to hurt Starlight's feelings by telling her the truth.

"Go on," Starlight said dryly, crossing her arms. "You can say it. You don't trust me, so you got worried and came back to the house."

"No!" Twilight said. "No, that's not it at all! I just -" her eyes fell to the mess of books Starlight had left behind her. She wanted to be angry, but Starlight had given the perfect excuse.

Twilight picked one of the books off the floor with her magic. She lifted it up, levitated over to her, and drop it into her hand. "I just forgot a book to read!"

"A book," Starlight said.

"A book."

"At the spa," Starlight said. "With water. And cucumbers on your eyes."

Twilight blinked several times before coming up with an answer.

"Yes," Twilight replied with an amazing poker face. "A book, with water, and cucumbers on my eyes."

Starlight shook her head. "Look, Twilight, I want you to trust me, and I want to do right by you, so, for the sake of our friendship, I am going to pretend that I believe you. I'm also going to say that, hypothetically, if you didn't trust me, that I want you know that you can trust me. I've learned from my mistakes. I'm not going to mind-control anyone. I'm not going to time travel. I'm not going to rip a hole in the fabric of reality, and I'm not going to bottle up my emotions until they bleed into other people. Okay? I'm fine. Hypothetically, of course."

"Well, hypothetically, if you said that, I might say - hypothetically, that is - that I appreciate that and look forward to you proving me wrong and demonstrating that you have learned from your mistakes and have grown as a person. Hypothetically."

Starlight smiled. "Go back to your spa, Twilight. You deserve it."

"Hypothetically, I might," Twilight said, smiling and backing out of the door with the book in hand. She popped her head back in.

"Oh, one more thing, Starlight, and this one isn't hypothetical." She pointed to the books on the floor. "CLEAN UP THIS MESS!"

She shut the door and left.

"I guess I did make a mess, didn't I?" Starlight said to herself nervously. She went about picking the books up with magic and sorting them back into their places on the shelves.

After she finished cleaning, Starlight returned to her secret room to resume reading and studying. When she got there, she was stuck by how fast the mushroom sample's recovery had been.

"Hello," Starlight said, approaching the car and leaning on the desk to observe it. It had lost its brown edging and turned back to grayish white, and a smaller red capped mushroom had appeared in the mulch.

"Grew yourself a friend, I see," Starlight said, tapping the lid of the jar as if she was giving a good-natured tease. She patted the jar as though it were her pet.

Starlight looked out the window at the sun, now hovering in the middle of the sky as it was afternoon.

"You know what?" Starlight said. "I think I'll give myself my own spa day too. This can all wait until tomorrow." She levitated her books back onto her shelves and headed for the door.

Starlight closed the blinds. Mushrooms needed dark places to grow, after all.

"Good night," Starlight bid the sample and closed the door, removing the last bit of light remaining in the room.

The extra mushroom that had sprouted curled on its stalk, as if anticipating something. Its movements were too far flexible and natural for a normal mushroom, even one that was growing fast. It was almost more like a finger.

Starlight awoke the next morning with a yawn. She scratched her butt in an undignified manner even a shameless chimp would find a tad tasteless, and withdrew her arm when she discovered a strange sensation on her hand.

"Hmm?" Starlight wondered, lifting her hand up and inspecting it. She gave it a light scratch, producing no effect. It looked fine, but it felt as if it had a thin, spongy covering over it.

"I'm sure it's nothing," Starlight assured herself. "Probably just slept on it wrong or something. Oh!"

Starlight clapped her hands with excitement. It was a new day, and a new day meant she could go and visit her mushroom again and try to learn more about it.

Not even bothering to change out of her nightgown, Starlight hurried over to her private room.

"I'm back!" Starlight declared as she opened the door. She went up to the table, using her magic to close the door behind her.

"Did you miss me?" Starlight asked the sample. It had grown well overnight. Now a series of sprouts all in a row had grown. They were knit so close together, they almost looked like a hand reaching up from out of the dirt.

"That's okay," Starlight unscrewed the lid of the jar, bringing the jar up to her nose, taking a deep whiff of the mushroom's aromantic smell. "You don't have to say anything. I missed you."

Starlight put the jar down. She picked a book from off her shelf and settled in to read, sitting on her cushy recliner. It didn't occur to her that she'd neglected to screw the lid on the jar back on. The mushrooms inside wiggled, though she didn't see it and likely wouldn't care if she did.

Starlight heard footsteps outside her room. She didn't know why, but her first instinct was to put her book down and grab the sample jar, bringing it close to her chest protectively, as if she thought the person outside the door might steal it away.

"Starlight?" Twilight called. "Are you in here?" She knocked on the door. "Starlight?"

"Oh, phew. It's just Twilight." Starlight relaxed and cradled the jar like a baby in her arms. "See? There's nothing to worry about."

Twilight knocked again.

"Oh, shoot, yeah. I should probably give her an answer. I'm in here, Twilight! What do you need?"

"The girls and I are about to head out for a shopping trip. You want to come?"

"No thanks! Thanks for thinking of me," Starlight answered.

"Okay!" Twilight replied. Starlight listened intently for her footsteps to move away from the door.

"She's gone now," Starlight assured the sample. "It's just you and me."

The mushrooms puffed as if they were happy with the news.

"Starlight?" Twilight asked, knocking on the door again. Night had fallen, her shopping trip finished, and she still hadn't seen Starlight come out of the room. She didn't know if Starlight had ever come out at any point since during the day.

"Okay," Twilight said. "I know how it is when you find yourself deep in a project, so I'll leave you alone. I'll set something out for you to eat."

Twilight was dismayed the morning after to discover the food she had left out had been left out, unconsumed and allowed to rot.

Twilight grunted, displeased. She was not going to allow Starlight to treat herself so unhealthily. Not on her watch, not in her house.

"STARLIGHT!" Twilight shouted, using her magic to force the door open, kicking the door for effect. She stomped in.

"What, huh, who?" Starlight asked, clearly frazzled, her hair frizzy and unkempt and with bags under her eyes.

"Starlight, what you even doing in here?" Twilight asked. "I don't remember saying you could use this room, but I'm not even mad about that! What I am mad about is that you're so into ... whatever you're doing that you're not taking care of yourself!"

"I'm not?" Starlight questioned, as if this was a surprise. She rubbed her eye.

"No! I left something for you to have for dinner out the door last night, and you didn't eat a nibble and let it go bad overnight! Can you even remember the last time you went out to use the restroom?"

Starlight's lack of answer told Twilight all she needed to know.

Twilight sighed. "Look, Starlight. We're both scientists, librarians, and yes, a little nerdy. I know we can get caught up in focusing on our projects, because all you want to do is work on it! I used to be like that, too. But my friends and I put a lot of work and effort into getting me to take better care of myself and my body. I don't want to see you make the same mistakes. Come on." Twilight gestured to the door. "Let's go outside for lunch."

Starlight looked sadly at the sample jar. She saw her reflection in the glass and noticed the bags under her eyes, touching them tenderly as if she couldn't believe they were there.

"I guess I have been a little obsessed," Starlight said.

"I promise you can work on it later," Twilight said.

"Okay." Starlight screwed the lid on the jar and set it down, walking over to Twilight and following her out.

"What are you working on, anyway?" Twilight asked as she closed the door.

"Oh, you know, just a little research to send to Sunburst," Starlight airily assured Twilight.

They went out and had lunch with Applejack and returned home. Applejack joined them, and she joined Twilight in watching as Starlight headed straight back to her claimed room for her research.

"What do y'all think she's doing up in there that's taking up so much of her time and attention?" Applejack asked.

"I don't know, but it's really starting to worry me," Twilight said. "She's been like this all day."

"If I were you, I'd go in, kick the door down, drag her out, then board it up," Applejack suggested.

"That might work," Twilight said. "But I'm not you, Applejack. I know what she's going through. I'll give her a few hours, but I'll drag her out for dinner."

"That's the spirit," Applejack clapped Twilight on the shoulder.

Sadly, Twilight was not going to have Starlight join her for dinner.

Starlight went to resume the position Twilight had initially found her in. But after she had picked the jar up and went to sit back down, her lack of sleep caught up with her. Her eyes closed, she leaned back in her chair, and she dropped the sample, the jar shattering when it hit the floor, dumping the dirt and mushrooms all over the floor under Starlight's hooves.

"Mm," Starlight grunted when she back to, waking up to an aromatic, sweet smell. "What's that smell?"

"Why, that would be me."

Starlight snapped to attention at the unfamiliar voice, waking up fully and jumping out of her chair. She looked down to see the torso and arms of a woman made out of mushroom fiber with a mushroom cap for hair looking up at her, having formed out of the dirt from the sample. She didn't have any legs, but Starlight presumed those would develop in time.

"Septa?" Starlight asked in alarm, backing away in fright. "What - how?"

"Oh, don't tell me you don't know how mushrooms work," Septa answered, dragging herself along and crawling after Starlight. "Tell me, truly, what did you think was going to happen after you took a sample off from my mushrooms?"

"I don't know!" Starlight said. "Not this!"

"And what do you think was going to happen when you exposed yourself to my spores so much?"

"I -" Starlight raised her hand, horrified to see it covered in the same mushroom-skin as Septa and her victims. "Oh no."

"Oh yes," Septa said.

Starlight turned to run for the door, but Septa caught up with her and grabbed her by the ankle, tripping her.

"You're not gonna get away from me this time!"

"Oh yeah?" Starlight asked defiantly, breaking free and turning over to face Septa, laying across from her. Her horn glowed.

A tentacle sprouted out from Septa's shoulder blade. It raised up into the air and moved over to Starlight, taking aim. With its aim lined precisely, it shot out a wad of mushroom alraune jizz, splattering and covering Starlight's horn, causing the light to go on as it was smothered.

"Yeah," Septa answered confidently.

"I won't ... no ... I can't ... this can't be happening!" Starlight exclaimed, freaking out. She couldn't get her magic to work.

"It's happening, Starlight. It's happening and you're going to like it." Septa blew a kiss at Starlight, blowing a cloud of pink into her face.

"Uhh ... no, no ..." Starlight muttered, rocking woozily. She nearly fell and had to use her hands to keep herself propped up.

"Yes, yes!" Septa replied, crawling up to Starlight. She stroked Starlight's hair before giving Starlight a kiss on the lips and grabbing Starlight's breast. Her shoulder tentacle reared up and curled over to Starlight, reaching under her skirt and making its way to Starlight's ass, gently inserting its tip up in there. Starlight felt the tentacle swell up, and her last coherent thought was how much she had messed up by taking the sample.

The tentacle fired its load, soaking the inside of Starlight's ass with thick, gooey cum. Starlight's mind began going, as she knew it would.

Must fight ... Starlight thought. Can't fight. Cum feels so good. Have to try! Give in to the cum. No! Resist. I'm sorry, Twilight. Must - must worship Septa.

Starlight grunted. Mustering up a little bit of willpower, she grabbed Septa's shoulders and pushed her away.

"Aw, are you still trying to fight?" Septa asked. "You're so cute. Here, let me fix that for you." Septa grabbed Starlight's head and brought it forward, placing Starlight's mouth on her breast. Starlight saw what it was coming and tried to get away, but the tentacle distracted by letting out a tiny bit of spunk into her ass, taking her attention away from Septa's main body long enough for the nipple to squirt a decent amount of milk into Starlight's mouth.

Starlight moaned, relaxing, her arms dropping to her sides.

"That's it," Septa said, rubbing Starlight's cheek as milk poured out of her huge milky tit. "Just drink it all up like a good girl. Take my milk and my cum, and realize there was never any point in trying to resist."

Starlight nodded in agreement. She moaned, her vagina winking as she was pleasured by both milk and tentacle.

"Now," Septa said, "can you promise you'll be a good girl, Starlight?"

Starlight nodded. Patches of mushroom-skin began appearing on the rest of her body as she drank the milk.

"Good," Septa said. "First, we'll keep feeding you until I'm sure you can be trusted. After that, we'll go the Everfree Forest. There's a me there I want to visit. Then ... you're going to help me make 'friends' out of all your gorgeous, sexy pals." Septa let out a gloating laugh. She shoved her hand up Starlight's skirt and fingered Starlight's labia, Starlight shaking steadily from the pleasure and about to climax any second now, after which Septa would have no doubt of her loyalty.

Author's Note

Revenge! ~~Bloody~~ sexy revengeance!

Revengeance.

A Rare Show of Resistance

"I ... no," Starlight muttered, wincing as she tried to fight off Septa's influence. But the tentacle's cum was so nice on her throat, like an iced coffee soothing her muscles.

"Still trying to resist, huh?" Septa said, amused. "That's fine. That's perfectly fine, Starlight. Because I'll just keep trying to corrupt you."

The tentacle entered into Starlight's mouth and shot another load of jizz which splattered all over her face, spraying flecks onto the floor and on Starlight's cheeks. Starlight couldn't stop herself from swallowing all of what got inside her mouth.

So tasty, Starlight thought. Can't resist. Don't resist. There's no resistance. Resistance doesn't exist. There is only submission.

"Judging by the look on your eyes, I'd say you've come around to my way of thinking," Septa said with a smirk. She grunted, pushing herself up. With some effort, she was able to push herself out of the dirt pile that had served as her legs until this point. Now, she had a full pair of legs up into the ankles, where her ankles cut off and she still had some growing to do.

"Close," Septa observed as she inspected her hands. "Getting close to complete. Now," Septa tapped her fingers, "why don't we head to the Everfree Forest?"

"Yes, Mistress," Starlight answered a drip of cum oozed down her cheek. "But wait. How will we go undetected?"

"Ooh, I hadn't thought of that," Septa said. "Can't you use your magic?"

Starlight nodded. "Uh, let me think ... ooh, I know!" Starlight picked out a pouch and cast a spell on it, zapping it with her magic. "Here. I cast an expanding spell on the bag. You should be able to fit inside, no problem!"

"Inside the bag, huh?" Septa said as Starlight handed her the bag. She seemed hesitant to go inside.

"No pony will suspect anything if I tell them I'm carrying around mushrooms for a potion," Starlight said.

"When you put it that way ..." Septa dropped the bag at her feet. She shuffled over on her dirt-bed feet and hopped in. Once she got her feet in, it was an easy matter to sink into the bag and disappear completely. Now she just hoped Starlight wasn't faking being under her control and wasn't going to toss the bag into a fire.

Starlight picked the pouch up and slung it over her shoulders. "To the Everfree Forest, right, Mistress?" Starlight heard a pleasant hum in her head that seemed to indicate yes. She left the library, locking the door behind her.

"Starlight!" Rarity exclaimed, running up to Starlight, her cleavage jiggling inside her blue ruffled shift, her bra straps exposed. "I thought I might find you here. Come, darling, I need you for something." She grabbed Starlight's wrists and began to drag her.

"Can't it wait?" Starlight asked.

"No! Not at all, darling," Rarity said. "Twilight has a very formal occasion coming up, and all her friends need clothes fit for the dance! That includes you."

"Hmm," Starlight considered the idea of pulling Septa out of the pouch and siccing her on Rarity.

Not yet, Septa whispered in Starlight's head. There's too many ponies around. Too many witnesses. Let her take you to her store. Then we'll spring the trap.

"Okay," Starlight said with a smile, allowing Rarity to drag her all the way across Ponyville to the Carousel Boutique.

"Get comfortable, darling," Rarity said once they were inside, "I need to get my work station ready."

"No problem!" Starlight said airily. Rarity walked out of the room. Starlight watched her go, desperately wanting to see something prodded into that cute ass of hers.

In due time, Starlight, in due time, Septa told her. Quickly, make preparations. Seal the exits. Use your magic. Whatever you can do.

"Right." Starlight turned to the door and windows. She raised her hands and her eyes glowed along with her horn as she locked the door, closed the window latches, and made it so that none of them would unlock until she gave the word. She also cast a muting spell on the windows to prevent any of Rarity's potential screams for help from escaping the building and drawing the attention of passers-by.

Good, Septa said. Now, let's begin.

Starlight nodded. She walked into Rarity's fitting room. Rarity was busying herself setting up the stage for Starlight to stand on.

"Oh, Starlight!" Rarity said. "I didn't see you come in. Here, come help me set this up, would you? It will go so much faster if the stage is set the way you like it."

"The stage is already set the way I like it," Starlight said in a monotone.

"Oh, well, good," Rarity said, getting up. "Then we can get started."

"Yes. We can."

Open the pouch, Starlight.

Starlight untucked the pouch just slightly. Septa's tentacle peeked out and began crawling towards Rarity. The fabric of the pouch rustled as the tentacle moved.

"What's that noise?" Rarity asked. She turned around and gasped. She couldn't react fast enough in time to keep the tentacle from lashing around her throat and holding her steady.

"Starlight!" Rarity demanded. "What's the meaning of this?"

"The meaning of the meaning of life," Starlight answered. "To breed. To propagate."

"You're sounding just like Fluttershy did when she - oh no. Wait, I think I recognize this tentacle. Not again!"

"Yes, Rarity," Septa said, poking her head out of the pouch again. She lifted Rarity into the air. "Let's begin, shall we?"

Septa aimed the tip of the tentacle at Rarity's cleavage and fired, squirting cum all over Rarity's tits. The spunk slid around, leaving trails on her jugs.

"You shouldn't have worn an open top today," Septa teased.

"And you should have aimed for the mouth," Rarity remarked. Her horn glowed.

Starlight and Septa looked around for the attack. It came from behind, as Rarity's mannequins fell on top of them, knocking Starlight to the ground and causing Septa's tentacle to release Rarity.

Rarity landed on the floor with grace, then turned and ran up the stairs.

"Don't let her get away!" Septa shouted.

"I'm working on it," Starlight grumbled as she pushed one mannequin off. "These things are surprisingly heavy."

"They're mannequins! How heavy could they ... be?" Septa asked, grunting and reaching out tentacles to help push the mannequin off. “You’re right. These are very heavy.” She swept her tentacle through the room, knocking the mannequins off like bowling pins.

Starlight set the pouch down, and Septa climbed up, her right arm shifted into a two forked tentacle while her left was a singular one.

“We should split up,” Septa suggested. “I’ll hunt Rarity down. You cover the exits and make sure she can’t escape.”

“Right.”

Starlight and Septa moved to split off, but Starlight’s path to the front and Septa’s path to the stairs were blocked off by mannequins.

“Eh?” Septa wondered. “Get out of my way!” She shot her tentacle forward. The mannequins gave off a blue aura, then moved out of the way of Septa’s tentacle. Septa withdrew the tentacle and pursed her lips.

“Starlight, did you see that?” Septa asked.

“Never mind that,” Starlight said, “do you see this?” She gestured to the mannequins facing her. The mannequins had their arms outstretched to grab her and were advancing towards her and Septa. “They’re alive!”

“No matter,” Septa said, though her face revealed that she wasn’t prepared to deal with something like this.

Septa flicked her tentacle against a mannequin, knocking it into the one next to it, in turn knocking that mannequin into the one next to it. This continued, escalating up into a domino effect until the entire row of mannequins was knocked over. But they climbed back to their feet just the same.

“Ah, I can still make this work,” Septa said. “If they’re alive, then they must be vulnerable to all the same things as other living beings!” Septa picked a mannequin out at random. She aimed her tentacle at it and squirted spunk all over its blank white face. The mannequin continued moving, unaffected by the mind control chemicals.

“Can’t take over its mind if it doesn’t have a mind,” Starlight observed. She backed away from the mannequins and ended up brushing against Septa’s back.

“Any suggestions?” Septa asked, panic growing on her face. “Think of something, quick! Save your mistress, my loyal thrall!”

“Hmm,” Starlight said. “I do have one idea, but I don’t think you’re going to like it.”

“If it will get us out of this mess before Rarity can get a message out, I’ll take it.”

“Are you sure?”

“Just do it!”

“Right.” Starlight scrunched her eyes shot. Her horn glowed and whined before emitting a streak of flame that blasted away the mannequins. She spun around the room, aiming the flamethrower at the rest of the mannequin army and setting them on fire. The mannequins continued to advance as they melted, and the room was filled with the awful smell of burning plastic.

“Ooh,” Septa groaned. The heat and the smoke got to her. “You’re right, Starlight. I don’t like it.”

“Yeah,” Starlight said. “But it worked, didn’t it?”

“That it did. Now, quickly, to the plan!”

Starlight saluted and ran to the front entrance, casting a spell to lock the door. Septa searched around the room, trying to recapture Rarity’s scent. She examined the stairs before running up the steps, her tentacles dragging on the floor behind her.

Meanwhile, Rarity fled into the bathroom on the upper floor. She slammed the door shut behind her to take a break.

“I am so glad I took Zecora’s suggestion and worked with Twilight on that animation spell,” Rarity said. “Now, what to do about this … infestation of pests?” Rarity hissed to herself. She looked around the bathroom, her eyes falling on the shower and the mirror.

“There’s an idea,” Rarity said. She used her magic to turn the shower on, turning the hot water all the way up. She levitated the shower wand into her hand. She also opened the mirror and levitated a bottle of sleeping pills into her other hand.

“These ought to do nicely,” Rarity mused. She examined the room again. This time, her attention was drawn on the shower curtain. “Oh, this could work nicely, as could that.” She magically took the shower curtain off and placed a bottle of shampoo down her cleavage. Not her preferred place to store it, but she was grabbing so many things she needed some way to organize them and keep track of them all.

“Oh, Rarity!” Septa called, walking down the hallway. “Where are you?”

“Right in here, darling! In the shower!” Rarity called, using magic to suppress the shower wand.

“Now why are you in there?” Septa asked.

“I decided to slip into something more comfortable,” Rarity said. “After all, I wanted to look nice for when you make me your good and loyal thrall.”

Septa chuckled. “Well, it’s nice to hear that you’ve come to your senses. Come to your mistress, Rarity.” She looped her tentacle around the doorknob to the shower and opened it.

“No thanks, I’m having second thoughts,” Rarity said. She aimed the shower wand at Septa’s face and released her magic hold on it, allowing it to spew 105-degree fahrenheit water into Septa’s eyes, scalding her face.

Septa cried out in pain. While Septa busied herself with that, Rarity levitated a few sleeping pills and fired them into Septa’s open screaming mouth, shooting them down her throat. Rarity then threw the shower curtain over Septa and pushed her out of the way, knocking her down to her knees and allowing Rarity to step over her and make a break for it down the hallway.

“Rarity!” Septa screamed. She coughed, spitting out some of the sleeping pills. “Oh, I’m gonna get you for that! And sleeping pills? What were you thinking? I’m a mushroom, for crying out loud!”

Can’t blame a girl for trying, Rarity thought as she ran. What else can I do to stop her? I need to let the others know she’s loose. Oh, I know! Sweetie Belle has those throwing darts that Scootaloo gave her! At the time, I wanted to take them from her since she can be so clumsy, but now I’m glad I didn’t!

“When I get a hold of you, I’m going to make you swallow SO MANY batches!” Septa screamed. “Soon as I can open my eyes, I am going to stuff your mouth with my cum!”

Yes, yes, Rarity rolled her eyes. I’ll have my revenge, blah blah. I’ve heard it all before, Septa, though I must admit, you certainly make it more … risque than the other villains I’ve had to deal with.

Rarity ducked into Sweetie Belle's room. She locked the door behind her.

"That will keep her out for a minute ... I hope," Rarity said. She looked around the room.

"Ah-ha." She spotted the darts next to the nightstand. She scooped them into her hand and looked around for anything else which might prove useful against Septa and a Septa-possessed Starlight.

Rarity glanced over a desk. She noticed paper and quills spread out on the desk. "Writing implements ... mmm." She nearly walked past the desk before doubling back towards it.

"Yes, that's it!" Rarity dipped the quill in ink. "That's how I'll get my message out! But what to write?" Rarity tapped the quill to her chin. "'To my dearest friends' ... no, no, that won't do at all. I need something simple, quick, I need to ... to think like Applejack. What would Applejack say in this situation?"

Can y'all believe that Starlight let that darned mushroom pony out of her box again? Applejack's voice ran through her head.

Rarity shook her head. "Not good enough. I need something better. I know. I need to think like Big Macintosh. He's a man of a few words. How do I express the most amount of information in the fewest words? Ah-ha!"

Rarity had it.

Septa's out, she scribbled onto the paper. She tore a strip of the paper off, scribbled the same message again, and did the same thing over and over.

Rarity magically pulled the window open. She cast a spell on the notes, zapping them with a ray of blue light. The notes lifted themselves up into the air and flew out the window, her spell overpowering Starlight’s.

"Now all that's left to do is wait, and hope someone can stop her if I'm not able to," Rarity mused to herself. She examined the quill. "I think I'll keep this on my person for now." She looked out the window, watching the messages fly. Seeing them fly away gave her an idea.

Septa muttered and grumbled as she tried to stumble her way out of the shower curtain, with little success.

"Ah!" Septa groaned, moving over and falling to her knees, the shower curtain still draped around her and obscuring her vision.

"When I find that bitch, I'm going to make her drink so much cum," Septa muttered before tripping and hitting her head on a nearby wall. "So much cum!"

"Mistress!" Starlight cried, running up the stairs. She kneeled by Septa's side and plucked the shower curtain off her. "Are you okay? I locked all the doors and the windows downstairs like you asked." Starlight gasped. "Your eyes! What's wrong with your eyes?"

"Rarity blasted me with some hot water," Septa explained.

"I can heal it, Mistress, just let me-" Starlight's horn glowed, but Septa waved her down.

"No, no, I'm fine. I'll regrow the cells and regenerate. For now, we need to focus on making sure that Rarity gets what's coming to her."

"Yes, Mistress!" Starlight said. "Where do you suppose we start?"

"She went that way." Septa pointed with her tentacle. She and Starlight walked down the hallway, and Septa had to smile and laugh.

"What is it, Mistress?" Starlight asked.

"Look around you," Septa gestured to the walls around them. "What do you see?"

Starlight looked at the walls and the ceiling for good measure. "Lots of pink?"

"No. Well, yes, but no, not that," Septa said. "Look closely. The doors. The doors are all open."

"Yes?" Starlight said.

"So that means if Rarity is hiding, which I have no doubt is exactly what she's going to do, that means she's in the one room with a closed door," Septa said. "And that's going to make it that much easier for us to find which room she's in, ambush her, and pow! She'll be my thrall." Septa touched the tip of her tentacle to Starlight's chin. "Just like you, Starlight."

Starlight giggled. "Who wouldn't want to be your thrall, Mistress?"

Septa's nostrils flared. "Do you smell smoke?"

There was a bang from the stairs behind them. Turning around, Septa and Starlight were startled by the sight of Rarity's mannequins crawling up the stairs. They were half-destroyed and cut in half, with legless torsos and torsoless legs crawling up the stairs by dragging whatever limbs they had around.

"Stay back!" Septa ordered.

"I'll stop them, Mistress!" Starlight declared. She fired a laser blast from her horn at the mannequin that was furthest up the stairs and thus closest to her. Her blast knocked the mannequin off balance and sent it tumbling down the stairs, taking other mannequins down with it along the way, leaving a pile of plastic body parts on the bottom of the stairs.

"Yes!" Septa gave Starlight a high-five with her tentacle. "That's my good servant! I'm going to treat you well tonight!"

"Oh, thank you, Mistress," Starlight said, blushing.

Their troubles were not done yet. The mannequins linked up their hands and feet, gripping each other, and contorted themselves into the shape of a wheel. They tilted back to build up speed, then launching their wheeled form up the stairs, scaling the staircase with ease despite being circurcular by virtue of their size allowing them to avoid getting stuck on the stairs, similar to how tank treads climbed rough terrain.

"Don't worry, Mistress," Starlight said. "I've got an idea!" Starlight cast a force field up between them and the mannequin. The mannequin wheel smashed into the force field and shattered back into its component pieces with a sound like bowling pins being knocked over. The mannequins scattered all over the floor like flower petals at a wedding.

"Good job, Starlight," Septa said. "Now, let's go get Rarity."

Septa and Starlight resumed their search down the hall. Despite Septa's earlier confidence in what an easy time they would have, they found no hint Rarity was hiding in any of the rooms.

"Ah!" Septa groaned. "Where is she? Where could she have gone?" She stomped her foot in frustration.

"Um, Mistress?" Starlight said softly, to avoiding earning Septa's ire and having Septa turn her rage on her. "You said she would be in the room with the door closed, but ... none of those doors are closed."

"They're not?" Septa asked. She looked around and realized Starlight was right. "Huh. They're not. Why is that? She should be somewhere in here, right? I mean, it's not like she could have jumped out the window, is it?"

"She might have," Starlight said.

Septa leaned over and peered into one the rooms. The second her head passed through the doorway, a dart launched at her and pinned itself to her forehead, right between her eyes.

"Ow," Septa groaned.

"Mistress!" Starlight fretted. "Are you okay?" She moved to remove the dart.

"Yes, fine," Septa answered. "But what's happening now?"

"There's a note," Starlight said. She plucked the dart out and took the note off.

You two need to gloat more quietly, it read.

"Well, what's it say?" Septa asked. Starlight showed her. "'Need to gloat more quietly'. What does that mean? ... oh, shoot. She must have heard us talking in the hallway and moved! She left the doors open to throw us off!"

"Where could she be?" Starlight asked.

"I don't know, but you should stay here," Septa said. "If my suspicions are correct, there will be more of those dart traps, and you probably can’t take one to the head safely like I can."

"I have a better idea," Starlight said. She tapped her horn and a magic sparkling blue bubble appeared around her and Septa.

"You're just full of good ideas today, aren't you, Starlight?" Septa leaned in and gave Starlight a kiss on the cheek, then puffed some pink smoke into her face.

Starlight giggled with an airy expression on her face. "Stop, Mistress. You're too kind."

"Now, let's go see if we can't find out where ..." Septa walked into an adjacent doorway and narrowed her eyes when subjected to another dart trap. Starlight's bubble took the dart for her, so she didn't feel too angry, but it was upsetting. "... she is," Septa snarled.

They continued on like this, going into room after room. Starlight's bubble continued to gather darts and after they'd been at it for awhile, one could be forgiven for thinking that the bubble was a dartboard.

"ARGH!" Septa groaned in frustration. "I don't get it. Where could she possibly be, unless she jumped out!? Did she jump out!?"

"Rarity can be pretty brave, despite what you might think when you first meet her. But she also doesn't like getting her hooves dirty, so she probably wouldn't have gone unless she could make something to climb down with."

"Do you think she did that?"

"She might have," Starlight said. She and Septa began inspecting every window in every room on the floor, but they couldn't find any evidence of a rope, made of sheets or otherwise.

“Where else could she be?" Septa asked. They heard creaking like someone going down a flight of stairs slowly.

"Ah-ha!" Septa and Starlight ran up to the stairs. A barrier made of mannequins with their limbs interlocked now blocked the way to the staircase.

"Allow me, Mistress," Starlight said. She dismissed the bubble and went up to the barrier. She blasted it with her magic and sent the pieces flying. With the barrier gone, Septa and Starlight were able to see Rarity making her way down the stairs, almost at the bottom.

"Hold it right there!" Septa shouted.

Rarity froze. She turned over to Septa and Starlight. "Yes, darlings?"

"You've caused me a lot of trouble today," Septa said, "a lot more trouble than I think you're worth, to be quite honest. But it's going to end here."

"I don't know, darling," Rarity said, "I think I'm worth quite a bit of trouble."

Septa groaned in frustration. She reared her tentacle and shot it at Rarity.

"One shot, Rarity. Make it count!" Rarity pulled out the quill and used her magic to toss it like a dart. Her shot did count, as it hit the tentacle and sheared it in two, with the top half falling off and landing on the stairs. The quill kept going, aiming for Septa, but Starlight used her magic to create a square shield in front of Septa's face that the quill hit instead.

“Luckily, I still have this,” Rarity reached into her cleavage and pulled out the shampoo bottle. She levitated into the air and hovered it above Starlight’s head. She popped open the cap and went to pour it on Starlight’s face, but Septa whipped the bottle with her tentacle and sent it flying down the end of the hallway.

"Damn. Almost worked," Rarity muttered. She turned to ran down the stairs, but Septa's other tentacles shot out and lashed around her ankles, binding her legs together. The tentacles pulled her up the stairs.

"No!" Rarity shouted, digging her manicured nails into the floor to try and keep the tentacles from taking her where she didn't want to go.

"Yes," Septa said, "yes, Rarity, yes." Septa reared up another tentacle. With perfect precision, she shot it down Rarity's clothes and managed to wiggle her way into Rarity's ass. Septa pumped the tentacle in Rarity's bum, making the tentacle slide in and out, pleasuring itself.

"I won't give in!" Rarity shouted. The tentacles hoisted up, her ass hanging in the air as the tentacle continued to play with it.

"Darling, you make it sound like you have a choice," Septa said. "Starlight, come over here. Make this process go a little faster."

"Of course, Mistress. What do - mmph!" Starlight was prevented from asking her question by Septa dragging her forward and forcing her tit into Starlight's mouth. Starlight sucked on Septa's nipple like a good thrall, moaning Septa's creamy milk dribbled over her lips. Septa sprouted another tentacle from her shoulder blade and reached it over to stroke herself in her vagina, giving herself a fingering and pleasuring herself.

"Ooh ... ooh!" Septa moaned. With the tactile feedback from pumping Rarity, her own tentacle pleasuring herself, and Starlight suckling her nipple, it took almost no time at all for her to cum spectacularly, pouring a huge load of her gooey semen into Rarity's asshole.

"Gah!" Rarity gasped as the warm, sticky wad splashed its way inside, spilling all over her asscheeks.

"I - I - I-" Rartiy stuttered, trying to hold on to her sense of self. She was unsuccessful. Her own vagina twitched and secreted, and her eyes turned glassy. "I LOVE my Mistress's cum!"

"Of course you do," Septa said, taking her tentacle out of Rarity and dropping Rarity on the stairs. "Now, Rarity, I have a few questions for you. Did you get any warnings out to your friends?"

"I did," Rarity answered, giggling and drooling, her breasts squishing on the stairs.

"Can it still be stopped?"

"It can."

"Good. Go do that for me, and I will reward you with more of the exotic pleasure that only me and my fluids can provide."

"Yes, Mistress." Rarity got to her feet and marched towards the window.

Starlight undid the spell she cast on the window, and Rarity peeked her head out and her horn glowed. She cast a spell to stop her notes in their tracks. They floated down to the ground outside Carousel Boutique, where they would be useless and of no help to anyone, because most passersby wouldn't have any idea who Septa was.

"Excellent," Septa said. She went down the stairs and pointed one of her tentacles at Rarity. "Come here, Rarity. Come here, thrall, and reap your reward from your mistress for your loyalty."

Rarity giggled madly and bubbly as she ran up to Septa. She got on her knees and opened her mouth, while Septa pointed a tentacle at her face and got ready, another load backing up into the tip of the tentacle.

Clipping Those Wings

“Let’s see,” Septa said, scanning about the room. “What else should we do? Are you expecting any other customers today, Rarity?”

“No,” Rarity said, “at least, I don’t think so.”

“Good, good,” Septa said, “then we have a moment to ourselves and we can rest a little.” Septa took a seat on the stairs. “Starlight, Rarity, come join me, won’t you? After that fight Rarity gave us, I could use a few snuggles and a rest before we pack up and head to the Everfree Forest.”

“Of course, Mistress,” Starlight walked down the steps and sat next to Septa, leaning her head on Septa’s shoulder. “Your wish is my command.”

“Rarity?” Septa said.

Rarity got to her feet, rubbing sorely at her head. She focused her eyes on Septa. After a moment, she focused. Her horn glowed, and the drawers in the kitchen opened up. Knives and forks flew up out of them and flew straight at Septa.

Starlight reacted quickly, throwing up another force field, preventing the silverware from reaching and hurting her precious mistress.

“Not this again,” Septa groaned. “How much willpower do you have in you?”

“Enough,” Rarity answered, panting heavily. She staggered and stumbled, but she just as quickly regained her balance, though that didn’t bode well for her ability to resist.

“Hmm,” Septa looked around. Rarity still had enough strength left in here to levitate the silverware and poke it against the force field. She couldn’t lash her tentacle out from the force field without risking getting shredded by Rarity’s silverware assault.

“I know!” Septa snapped her fingers. She leaned in and whispered to Starlight.

“Ooh, good idea, Mistress!” Starlight clapped.

“Starlight Glimmer, what are you up to now?” Rarity asked. “You better not be trying to help Septa out some more. You’re already in enough trouble as it is. Or have you decided it’s worth disappointing Twilight and proving you can’t be trusted?”

“What is she talking about?” Septa asked.

Starlight thought about it for a moment, then shrugged. “I don’t know! I can’t think of anything that matters more to me than pleasing you, Mistress.”

Septa smirked while Rarity despaired.

“Good pet,” Septa said.

Starlight’s horn glowed. She, Septa and the force field disappeared in a flash. Rarity’s silverware went flying, knives and forks clanging against each other, with the knife blades getting caught in the fork tines. Rarity unstuck them and searched around the room.

“Where did they go?” Rarity asked. She had weapons, sharp forks at her disposal ready to shred any person unfortunate enough to earn her anger. She just needed to be able to see them and have some idea of where to aim. These knives would easily be enough to stop Septa by cutting her apart, but she needed to know where Septa was.

Behind her, as it turned out. One of Septa’s tentacles plunged up Rarity’s shorts and made its way into her ass again, propping her up into the air.

“Not again!” Rarity bemoaned, reaching down and trying to grab the tentacle.

“Yes, Rarity,” Septa said, “again, and we’ll keep doing it until you follow the script.”

“I’m going off book for this play!” Rarity shouted. She turned the silverware and launched it behind her, skillfully aiming it so that it didn’t hurt her. She couldn’t tell where Septa was exactly, but she had a better idea; she swerved the silverware and stabbed it into Septa’s tentacle.

Septa groaned. “Agh. That was painful.”

“Good!” Rarity said.

“But not painful enough to make me stop,” Septa added. Rarity felt the tentacle pumping her ass.

“Ah, it feels so good ...” Rarity moaned. The tentacle was so smooth and felt just like a nice massage by a muscular arm. Rarity closed her eyes and began to relax before jumping back. “Ah, what am I doing? I need to fight this!”

“Do you?” Septa asked. “Do you really?”

The tentacle bulged, sticking itself further into Rarity’s butt-hole. She closed her eyes and winced when she felt the thick, cool load burst and spray all over inside her. She panted, her tongue lolling out of her mouth.

“No, no ...” Rarity moaned, though she rocked back and forth. “I can still fight this. I can … still win.” She levitated the silverware and aimed it at the tentacle again.

Septa grunted, frustrated at Rarity’s persistence. She wiggled the tentacle in Rarity’s ass and made it spray some more. Rarity yelped with each squirt of spunk that shot up her insides.

“It’s … it’s so nice, but ...” Rarity moaned.

Septa shot forward another tentacle. She raised it up and aimed it at Rarity’s horn. The tentacle pumped itself, then shot out a glob of spunk that hit Rarity’s horn and splashed all over her face.

Rarity’s head tilted back. Her magic disappeared. She panted again, her eyes turning glassy as the spunk in her butt made its way further into her system.

Septa popped the tentacle out, leaving Rarity to fall on the floor. Rarity groaned, feeling tired and sleepy.

Septa walked over to Rarity, stepping out of the protection of Starlight’s bubble now that she was sure that Rarity couldn’t hurt her.

Septa kneeled, getting on one knee. She looked Rarity over, then blew one of her famous kisses, breathing pink smoke into Rarity’s face. Rarity could do nothing to keep herself from breathing it in.

“How does that feel?” Septa asked.

Rarity giggled and snorted. “W-wonderful! I don’t know what I was thinking. It feels so good to be your thrall, your pet!”

“Yes,” Septa said, “yes, it does. That’s an excellent question, Rarity – what were you thinking, trying to resist me like that? But it doesn’t matter anymore, because you’re going to be a good thrall from now on, aren’t you?”

“Yes,” Rarity moaned, her snatch winking and leaking inside her shorts.

“Yes,” Septa said. “See, here’s the thing. I thought you agreed to that already. Yet, the instant you have your opening, you’re turning around on me and trying to stab me with forks. So I’m afraid I’m going to have to give you a little test to make sure your loyalty is pure this time.”

“Anything!” Rarity said, pushing herself up to her knees. “I’ll do whatever you ask me to, Mistress!”

“Anything?” Septa asked teasingly.

“Yes!”

“Then I want you ...” Septa dangled her tentacle in front of Rarity’s face. “To swallow my cum.”

“Of course, of course!” Rarity rolled over and flopped onto her back. “You even have to ask?” She opened her mouth wide. Septa stuck her tentacle inside and pumped it, ejecting cum out of her tentacle and filling Rarity’s mouth up. Septa’s tentacle filled her mouth up to the point the cum backed up and began sliding down Rarity’s cheeks and the sides of her mouth. Rarity gulped it eagerly, lumps traveling down her neck.

Rarity moaned, tensing up her fingers. Septa watched with delight as Rarity’s thighs shook, and a wet spot appeared on Rarity’s shorts.

“Yes, yes,” Septa popped the tentacle out of Rarity’s mouth. “That’s much better.” She curled a tentacle around Rarity’s neck and lifted Rarity’s mouth up to her boobs. “Why don’t you wash my cum down with my milk?”

Rarity obeyed, sucking on Septa’s nipple hard, tugging at it as if she thought she was going to pop the nipple off like a lid and that would make Septa’s milk spill out. As she drank, splotches of mushroom skin appeared on her arms and chest, growing and spreading like an infection until most of her body was covered and her hair shaped upwards and turned into a mushroom cap.

Rarity popped her mouth off. “Oh, Mistress!” Rarity wailed.. “Can’t I please have more of your cum?” She wiped the cum off her face with her finger, then stuck her finger into her mouth and sucked.

“Rarity, you help me get what I want, and we can sit in the Everfree Forest and I can feed you cum all day,” Septa said.

“Ooh, yay!” Rarity clapped. “So, what is it you want, Septa? The sooner you tell me, the sooner I can get it, and ...”

“The sooner we can stay in the Everfree Forest doing that, I know,” Septa said. “But first things first, as much as I would like to just lay you two down and pump your mouths until the sun went down. But no. Come on.” Septa stood up. “We have a job to do. There are tasks that need my attention.”

Septa picked her foot up from off the ground and examined it.

“We need to get to the Everfree Forest,” Septa said, “to see … me. Starlight, can you do your bag trick again? If we can get out of here without drawing any more attention to us, that would be swell.”

“Of course I can, Mistress,” Starlight said, holding up the bag.

“Excellent.” Septa took the bag from Starlight and began work on putting herself inside, digging her arm in first. “Get Rarity cleaned up, and then the two of you get me to the Forest and my mushroom.”

Starlight and Rarity nodded eagerly. They went to the bathroom and stripped Rarity down. Septa barked in their heads to keep them from getting too distracted and deciding to have sex with each other instead of focusing on their tasks. Starlight used the shower wand Rarity left running to (after turning the heat down) spritz Rarity down with water until she didn’t look like someone who’d just been brainwashed by tentacles.

After making sure Rarity was good and clean, Rarity dressed up, putting on a bulky fur-lined jacket, scarf, and a wide hat to cover up her mushroom skin and cap hair. It would look odd of place, considering the season, but it would look less out of place than being part mushroom.

That done, Rarity and Starlight headed out of the Boutique and towards the Everfree, doing their best not to draw attention to themselves.

They did a fine job. After all, Starlight’s associates were known. She was friends with Twilight, Twilight was friends with Rarity, so the two of them walking around Ponyville together seemed simple enough to any passers-by. No one stopped them or asked them any questions. Getting to the edge of town was almost too easy.

They arrived near Fluttershy’s cottage. Starlight and Rarity were about to continue and head on into the Everfree when Starlight’s bag rustled.

“Huh?” Starlight cupped the bag. It shifted again, Septa moving wildly inside. Septa popped open the top of the bag, peering out and sniffing.

“That smell,” Septa said, taking a deep whiff. “That is a familiar smell.” She looked up and saw the cottage. Her eyes widened. “Fluttershy. Yes. I must have her smell. I must have her again!”

“Ooh, are you sure, Mistress?” Rarity asked. “You made it sound like it was really important for you to get to your mushroom in the Everfree Forest. Is a detour really such a good idea?”

“Yes!” Septa snapped. “No! Maybe! I don’t know! But one thing I do know for sure is that I have to have Fluttershy in my thrall! She’s so lovely. She smells fantastic. She’s gorgeous. Give her to me!”

“Okay!” Rarity said. She and Starlight sneaked up towards the cottage, Starlight trying unsuccessfully to cajole Septa back into the bag. They went up to one of the cottage windows and crouched by it. Inside, they could hear the clinking and clattering of cups and platters.

“Thanks again for coming by, Rainbow Dash,” Fluttershy took a sip of her tea.

“Heh, yeah.” Dash held her dinky little teacup and eyed it with disdain. She didn’t care for these dainty make-every-sip-count type of cups. Give her a big mug and something to chug any day over this. But it was what Fluttershy had wanted, so she couldn’t complain too much.

Fluttershy perked up. “Did you hear something?”

“Nah,” Rainbow Dash answered. She took a sip of the tea and tried to hide her lack of enthusiasm for the taste. She’d rather have a sweet, citrus soda over this honey flavored stuff.

“There it is again,” Fluttershy said, and this time Rainbow Dash heard it too.

“Yeah, I hear it,” Dash said.

“Oh my,” Fluttershy said. “I hope it’s not some bad weather.”

“Shouldn’t be,” Dash said, setting her cup down and secretly glad to have an excuse not to bother with the tea anymore. “There’s no rain scheduled until at a few days from now.” She stood up from her seat. “You want me to go check it out?”

“Oh, yes, please,” Fluttershy said. “Be safe!”

“Please. Safety is my middle name!”

“I thought your middle was Danger?”

“Oh, well, I mean, that too,” Dash said coolly. “Here, why don’t I grab this?” She took a pink umbrella of Fluttershy’s to carry in the event she had cause to whack someone over the head.

“Rainbow Danger Safety Dash?” Fluttershy asked in confusion, but Rainbow Dash had already gone out the door.

“Septa, stop tapping on the window!” Starlight shouted into her bag. “You’re gonna get us discovered!”

“I can’t help it,” Septa complained, half out of her bag from the torso up, peering lustfully into the bottom of the window at Fluttershy. “I want her so badly. I need her. I remember how she tasted, how she felt. She was so soft. Soft and naive.”

“Be that as it may,” Rarity said, “if we are discovered before we are ready, Fluttershy may get a warning and run away to tell the rest of our friends, and then we won’t have any Fluttershy, and it will all be your fault if you keep this up!”

“Don’t talk to your mistress that way!” Septa snapped.

“Ooh, I’m sorry, Mistress,” Rarity apologized, immediately filled with regret for daring to speak to her Mistress Septa in such rude, disrespectful tones. “But my point still stands. If we don’t do something soon, we’re likely to be discovered!”

“Too late for that,” Starlight said, hearing the hinges on the front door squeak, soon followed by the sound of footsteps. “Someone’s coming. We need to get out of here!”

“No, no,” Septa said, “I have a better idea. We can use this to our advantage. All we have to do is wait and hide...”

Rainbow Dash went around the corner of the house and walked over to the window where she’d heard the noise coming from. There was nothing there. If there had been anything there at all, they had made the wise decision to vamoose before Rainbow Dash got to them.

“Hmm,” Dash said. She wasn’t an egghead like Twilight or Starlight, but she wasn’t as fooled as some people might think based on her sporty nature.

Dash reared up the umbrella. She brought it down on the dirt, making a clatter to try and startle whoever might have been hiding nearby. The idea was the surprise would cause them to jump up and alert Dash to their position. But this was an unsuccessful gambit.

Taking another approach, Dash reared up the umbrella and smacked it on a nearby shrubbery. Fluttershy wouldn’t approve of Dash beating up a poor, defenseless plant, but if anybody was hiding in there, Dash would be sure she had gotten them.

“Huh,” Dash looked into the window. Fluttershy looked out back to her. Dash gave a thumbs-up to let Fluttershy know there was nothing to worry about.

“Guess it must have been the wind or a big bug or something,” Dash muttered, walking away from the spot.

“Now!” a voice shouted.

Rarity jumped out from a bush and grabbed Rainbow Dash’s ankles, tripping her up.

“What?” Dash rolled over and saw Rarity grabbing her. “Rarity? What-?” Rainbow Dash was silenced by a big branch slapped onto her mouth and bent to fit as a gag. Dash looked up and saw Starlight standing over her with a swollen eye.

“That hurt, Rainbow Dash,” Starlight growled. “It took so much of my self control not to scream. But I managed … thanks to my Mistress reminding me to keep my cool.”

Dash didn’t know or care what she was talking about. All she needed to know was that this was bad, she needed to get out of here and back into the house to warn Fluttershy.

Dash kicked Rarity in the forehead and hopped to her feet. She gave Starlight a kick in the gut and ran for the door.

Rarity got to her feet, nursing at her head. She pointed a finger at Rainbow Dash began preparing her magic.

“No need,” Starlight assured her, taking Rarity’s arm and bringing it down. “Mistress will take care of it.”

Rainbow Dash’s eyes widened when she tripped again. Really? Twice in one day? She turned over onto her back and saw a spongy tentacle wrapped around her ankle. She tried to pry it off, without success. It seemed familiar, too, but Dash couldn’t quite place it.

Dash was too preoccupied with getting the tentacle off her ankle to see the other snaking its way toward her butt. She yelped when she felt the appendage slither down her trunks and wiggle its way inside her asshole.

“Ah-ha!” Septa burst out of the ground, chunks of dirt flying all over the place where she made her grand entrance. “Gotcha!”

Rainbow Dash couldn’t speak well with the branch bag on her, so she settled for widening her eyes again. She spread her wings and flew up, attempting to fly away and possibly take Septa with her to the skies. Her domain and turf, not Septa’s.

“Where do you think you’re going?” Septa asked. She pumped her tentacle in and squirted a big mess of jizz into Rainbow Dash’s asshole.

Dash moaned. Her wings instantly gave out, and she fell towards the earth with a hunched over, relaxed posture. She recovered quickly enough to give her wings another flap and keep herself airborne for a minute longer.

Septa smirked. “You’re cute, thinking you can still get away after I’ve got my tentacles into you.” She sprouted another tentacle from off her shoulder and shot it towards Dash’s crotch, getting it up under her trunks and slipping past her underwear to gain access to her vagina. With her tentacles now in two holes, Septa alternated pumping between the two of them before blasting her corrupting spunk into both holes at once. Dash’s trunks became soaked, stains spreading across the front and back of her clothes.

Dash moaned and gently floated back down to earth. Septa popped her tentacles out. Starlight went up and took off Dash’s gag.

“Now, Rainbow Dash,” Septa said, “would you be willing to help me catch another thrall? I think you know her, a lady by the name of Fluttershy?”

“Of course, Mistress,” Dash answered, panting and staggering,

Septa smiled. “Good girl.”

“Huh,” Fluttershy set her teacup down its saucer, her anxieties mounting. “Rainbow Dash has been gone for awhile. I hope nothing happened to her … oh no. What if she didn’t like my tea?”

There was a knock on the door.

“Oh!” Fluttershy tossed her saucer and cup on the table. “I hope that’s her!”

Fluttershy went to answer the door. She pulled the door open and was blindsided when a rainbow-colored blur came through and tackled her, pinning her against the wall.

Rainbow Dash smooched Fluttershy on the lips, keeping her pinned by the shoulders.

“Rainbow Dash?” Fluttershy asked, confused. “I didn’t know you felt that way! This is all so sudden! … Rainbow Dash?” Fluttershy noticed the glassy, lifeless look in Dash’s eyes.

“Hello, Fluttershy,” Septa greeted her, walking into the cottage flanked on either side by Rarity and Starlight.

“Septa!” Fluttershy exclaimed. “How did you come back?”

“Let’s just say that this one needs to be more careful about what samples she brings back to her lab for study,” Septa answered, pointing at Starlight.

Fluttershy shook her head. “Starlight. Of course it’s Starlight. Why is it always Starlight?” She glared at Septa. “What do you want?”

“Isn’t it obvious?” Septa said.

“No,” Fluttershy answered defiantly, even though in truth she had a pretty good guess.

“Very well.” Septa walked up to Fluttershy and put a finger under Fluttershy’s chin. “I want to get back one of my favorite thralls from the last time I was out. You were so sweet. So … obedient. I have to have you back, baby.”

“Uh-huh,” Fluttershy said. “And I take it this is non-negotiable?”

“Pretty much,” Septa answered.

“Fine,” Fluttershy said. “But before you do that thing where you blow smoke into my face, answer me one question.”

“Sure,” Septa pinched Fluttershy’s cheek. “Anything for a gorgeous gal like you.”

“Why?” Fluttershy asked. “Why are you doing this?”

Septa smirked and laughed. “Because I can … and because I want to.”

“I see,” Fluttershy said. “I think I understand. Well, go ahead, then. Do whatever it is you’re going to do.”

“See? That’s what I’m talking about!” Septa said, putting a hand on Fluttershy’s shoulder. “You don’t keep fighting and trying to hold out till the end. You know when it’s time to give up and stop resisting, unlike some people I could name.” She gave Rarity a dirty glare.

“Just get it over with,” Fluttershy said. “I’m not in the mood for your evil gloating.”

“Ooh, someone is in a mood today,” Septa said. “Come on, babe, cheer up! Don’t be like that. Here, tell you what – when I’m ruler of Equestria, you can be my queen.”

Septa blew a kiss at Fluttershy, blowing pink smoke into Fluttershy’s face as Fluttershy anticipated. Rainbow Dash let go of Fluttershy at Septa’s bidding.

Septa grabbed Fluttershy and threw her to the floor. She climbed on top of Fluttershy, jiggled and played with her boobs for a minute, then leaned down and inserted a nipple into Fluttershy’s mouth. Fluttershy, knowing it was pointless, didn’t even try to resist, and merely sucked on the nipple and drank Septa’s milk like an obedient thrall would.

“Starlight!” Twilight called, unlocking and entering the house. “Starlight, are you here?”

Twilight looked around for signs of Starlight or any life being in the house.

“Wonder where she went off to,” Twilight murmured to herself, laying her purse down by the door. She went inside the main foyer and stopped. Few ponies would have sensed it, but when it came to cleanliness, Twilight’s sense for when something was off was pitch-perfect.

Twilight got on her knees and scooped a finger along the floor. Just as she had anticipated, her finger came up with a speck of dirt on it.

Twilight sighed as she got back on her feet. “You know, for a princess, you’d really think I’d be able to get better cleaning services. Starlight!” Twilight called. “Starlight Glimmer, do you make this mess in here? I’m not mad. Okay, I’m a little mad, but you can fix it if you just come out here and tell me what you know about it! Starlight?”

By now Twilight was getting worried.

“I hope she didn’t lock herself in her study room again,” Twilight said. Only after she said it aloud did it occur to what a foolish hope this was. She knew how Starlight worked, and she knew it because it was also how she worked, and when did she ever let little things like sleep, food, or lack of sunlight stop it from dedicating all her time to a research project, cooped up in her little lab, the only breaks she’d taken coming from her friends like Applejack and Pinkie Pie coming over and demanding she’d step outside?

Twilight hurried to Starlight’s study room. She briefly recalled the fact that Starlight hadn’t pre-cleared it with her before confiscating the room to do experiments and research in, but that seemed irrelevant now. Twilight would discuss it with in depth later when she wasn’t worried for Starlight’s health.

“Starlight!” Twilight banged on the door. “Starlight, are you in there? It’s okay, I’m not mad or anything, I’m just a little worried about you … and the house. Starlight?” Twilight banged on the door again. “Starlight, you open this door right now or so help me, by Celestia I’ll BLAST it open!”

When there was no answer, Twilight took a step back from the door and got ready. She counted down, giving Starlight one last chance to answer.

“One … two … three!” Twilight fired a shot, blasting off the door’s handle. She’d fix that later.

With the lock broken, Twilight pushed the door open.

“Starlight?” Twilight asked. She gasped when saw the dismal state the room was in. Books were scattered on the table, some of them turned to a page that seemed random to Twilight, but she guessed made sense to Starlight. Of more concern were the shattered remnants of sample jars on the table, the huge piles of dirt on the table and the floor, the growing amanita mushroom fungus growing out of the dirt.

“Starlight, what happened to you?” Twilight wondered, her worry mounting. She went up to the desk to search for clues.

She thumbed through the open pages of the books. Some passages were highlighted, others bookmarked. Twilight combed through them several times before and quickly reached the conclusion about them all having something to do with mushrooms in some way, but to what end?

“Why would Starlight be researching … mushrooms?” Twilight asked, horror dawning on her in the middle of her sentence. She glanced down at the growing mushrooms on the floor and reached the obvious conclusion.

“Oh no,” Twilight whispered to herself. “Hang on, Starlight! I’m going to rescue you!”

Twilight ran towards the door. Remembering the mushrooms, she stopped and turned around. Not taking any chances, she fired a bolt of magic at fungal growth, setting it ablaze. She stayed and watched to make sure the fire burnt it all away, and also to make sure it didn’t get out of control.

After using her magic to scoop up the scorched dirt leftover and dumping into a pot, Twilight headed out on her rescue mission.

Planting Mushrooms In The Ground

“Rarity!” Twilight dramatically entered the door to the Carousel Boutique. “Starlight Glimmer is missing, there’s dirt and fungus all over her room, and I think she might have released Septa!”

Twilight paused and took in the sight. The mannequins she helped Rarity enchant were torn to pieces and scattered about the room. There was a trail of dirt around the floor, which would have been concerning even if mushrooms weren’t involved, considering Rarity’s preference for cleanliness. And the house smelled vaguely of ash and soot, as if something had been set on fire in there recently.

“Oh no,” Twilight tensed up, realizing what this meant. Septa had been here already, and had probably gotten Rarity.

“Oh no, no, no,” Twilight said, placing her hands around her head. “What to do?” Twilight asked. “I know! Fluttershy. Septa went after Septa the first time she got of her prison. I’ll bet that’s where she went next."

Twilight went over Fluttershy’s cabin and grimaced. She didn’t have to step inside to tell there had been a skirmish around the hut. The question, was it a skirmish that Fluttershy won, or lost?

Twilight went up to the door and knocked. “Fluttershy?” She called softly. “Fluttershy!”

When there was no answer, Twilight used her magic to force open the door and stepped inside.

“Fluttershy, are you in here?” Twilight called. If she was in here, Twilight expected her to be hiding. “You can come out now, Fluttershy! It’s me! It’s Twilight Sparkle!”

Twilight heard a thumping noise from the floor. She looked and saw Angel Bunny running up to her.

“Hello, Angel!” Twilight greeted him, getting down to her knees. “Can you tell me what happened to Fluttershy?”

Angel stuck his paw into his mouth and mimed the action of gagging himself, while taking his other paw and sculpting his ears into a rough mushroom shape.

“Damn it. Septa got here before I could, too,” Twilight cursed. “What am I going to do? She’ll corrupt my friends and all of Ponyville at this rate! And I’ll never see it coming. Who else is lost already?” Twilight looked out the window in despair. She couldn’t call Celestia to deal with the problem. That just raised the risk that Septa would get to her, too, and then there would truly be nothing stopping her.

Twilight sank onto the floor, stretching her legs across the wooden panels.

Angel frowned. He ran off, then returned with a framed picture of Fluttershy, Twilight, and all the rest of her friends.

Twilight took the frame and looked over it. She put her hand gently on it and smiled softly.
Angel reached over and put his paw on the picture, pointing at Pinkie Pie and Applejack.

“What are you trying to tell me?” Twilight asked. “Are you saying she hasn’t gotten Pinkie Pie and Applejack yet?”

Angel nodded. He then slammed his little bunny fist into his little bunny paw.

Twilight held the frame gingerly. “You’re right, Angel. We can still beat her! Come on!” She scooped Angel up into her arms and headed out, not noticing his efforts to get out of her arms.

He would give her encouragement and information, but actually heading out to combat the evils that threatened them was outside of his field of expertise.

"Are we there yet?" Rarity complained as she and the rest of Septa's brainwashed thralls walked through the Everfree Forest. "I don't mind these mushroom skin, but walking on the dirt in the Everfree Forest without my shoes is getting dirt all between my toes."

"We'll get there when we get there," Septa informed her. Luckily for Rarity and Septa's sanity, they had arrived.

The wilted king mushroom was in the exact same place as Starlight and Zecora left it. The mushrooms around it were equally wilted.

Septa ran up to the king shroom, giggling manically and running her hands over its side.

"Soon," Septa said with a mad grin. "Soon, all of Ponyville, all of Equestria, will be mine, all mine." She hugged the mushroom.

"Okay, everyone, I want you to get your tentacles ready," Septa instructed them, converting her arms into tentacles. "Here's the plan. We're going to plug our tentacles in the shroom, pump it full of ... nutrients, and then resurrect it!"

Septa turned back to the mushroom. She stabbed her tentacle intos wilting, rotting skin, digging her tentacle in like a knife. She pumped her her tentacle in furiously, moaning and drooling as her tentacle stiffened up and began shooting its loads inside. The king shroom let out a puff of air, like a victim just rescued from drowning gasping as they took their first clean breath.

Rarity looked at Starlight for explanation.

"Do as mistress says," Starlight replied, and went up to the mushroom, turning her right arm into a tentacle stabbing into the king shroom the way Septa had done. She moaned, her eyelids fluttering, as her tentacle spat loads of spunk into the mushroom's stalk, some of which slid down the side of the shroom.

Rarity, Fluttershy, and Rainbow Dash joined them, taking up different positions around the king shroom for the ritual and implanting their tentacles into the stalk. They suddenly understand what the fuss was about. Pumping their tentacles into the shroom, wilted as it was, felt amazing, like ramming a hard rod into a wet and ready lady's snatch. It felt so tight, and it seemed to squeeze and constrict and suck on their tentacles like a pair of lips.

"Ooh!" Fluttershy moaned in particular, being brought down to her knees as she let out a particular intense load which splattered all over the side of the shroom.

The king shroom huffed and puffed, letting out more pitiful gasps of air. It began to rise. Its rotted, collapsed stem began to rise like dough and fill out into a healthy, firm mushroom cap. Its colors returned to it, its cap turning a bright, vivid red and its stalk becoming a pale white. Soon, the king shroom was revitalized to its former glory.

"Okay, everyone, you can stop now," Septa instructed, taking her tentacle out of the stalk. The others did the same, glad to be relieved of duty after their intensive experience.

The cap of the mushroom let out another puff, and Septa appeared from the mushroom, rising up
like Venus out of her clamshell.

"Two Septas?" Rainbow Dash asked.

"Yes, Dashie, dear," the Septa on the mushroom said. "There's Septa Alpha and Septa Beta, or "A" and "B" for short." Septa-A jumped down from the shroom and embraced her clone, giving her a kiss and mushing their nude breasts together.

"You did good," Septa-A said, patting patting Septa-B on the head. Septa-B blushed and giggled. Septa-A walked away from her and cast her gaze on the Everfree Forest, her future domain.

"Well, I'll be," Applejack remarked, watching from afar in a hiding place behind some red bushes with Twilight and Pinkie. "Two Septas. There's something you don't see every day.."

"Ssh!" Twilight snapped. "You're going to get us discovered!"

Septa-A put a hand over her forehead and glanced down. "Now, what's this I see? Could it be ... interlopers?"

Twilight grimaced at the realization Septa had spotted them, Applejack's fault or not.

Septa-A snapped her fingers and pointed at the red bushes. "Get them, my minions!"
"Yes, mistress!" the servants of Septa converged on the red leaves, their long tentacles trailing behind them on the ground.

"Break for it!" Twilight shouted.

"But Twilight, shouldn't we stick together?"

"And let them get all of us at once?" Twilight asked. "Go!"

Applejack and Pinkie split and ran opposite ways into the Everfree Forest. Rarity ran after Applejack while Fluttershy and Rainbow Dash pursued Pinkie Pie.

That left Starlight to deal with Twilight Sparkle.

Twilight stood up from her bush and faced her protege, who had a wicked smirk on her face and her left arm turned into a writhing, wriggling tentacle from the elbow down.

"So good of you to come join us, Twilight Sparkle," Starlight took a step forward, and Twilight stepped back. "I can't wait to show you how it good it feels to be a mushroom."

"Not a phrase I'd thought I'd hear," Twilight muttered dryly under her breath. "Starlight Glimmer, listen to me! You have to stop this!"

"Stop what?" Starlight asked innocently. She whipped her tentacle at Twilight, who took flight with her wings and evaded the stretchy appendage.

"This!" Twilight gestured. "Working with Septa! Trying to corrupt ponies and put your tentacles into them!"

"I don't see anything wrong with that," Starlight said with a Stepfordian smile. "Come join us, Twilight. Give in to the spores and the shrooms. I promise you'll feel better if you do. Not to mention, resistance is futile!"

"Starlight!" Twilight shouted as she flew to avoid another blow by Starlight. "Stop! Focus! Listen to me." Twilight gulped, literally swallowing as she figuratively swallowed her pride. "I know, maybe I haven't been the most trusting to you these last few days, and if I've hurt your feelings, I apologize. But Starlight, I like you. I want to trust you. And if you'll forgive me, I'm willing to give you that chance. We can work together on it. You can show me you're worth having me trust, and I can show you that I will give it to you. if you'll just try. So what do you say?" Twilight offered her hand. "Will you stop this and team up with me and the others to beat Septa for good?"

Starlight looked at Twilight's hand, then up at her face while wearing an uncertain expression herself. Twilight smiled kindly to reassured her.

Starlight raised her arm and whipped her tentacle at Twilight, lashing it around Twilight's exposed wrist. She then pulled Twilight towards her, setting Twilight down on her knees in front of her.

"No!"

"Yes, Twilight, yes," Starlight said, putting a finger to Twilight's mouth to hush her.
Twilight's horn burned with an intense fiery glow, ready to blast Starlight from here to Canterlot for her treachery. Starlight snaked her tentacle around Twilight's body and aimed the tip at her head. The tentacle swelled up and spat out a glob of cool, gooey pre onto Twilight's horn, and the magic fizzled out.

"No," Twilight said, tears dropping from her eyes. "No."

"Yes, Twilight Sparkle," Septa-A said, leaning casually on her throne. "Face it, Twilight. I've won. You've lost. Now take your cum and milk like a good thrall."

"Never!" Twilight shouted defiantly. Her heroic attempt at resistance was undermined when Starlight threw her breast into Twilight's mouth and leaked milk into it. Starlight coiled her tentacle around Twilight's shoulder and slithered the tentacle down Twilight's clothes and entered into her vagina. The tentacle shot a nice bit of pre into Twilight's cunt before sliding it and pumping her snatch, getting itself ready to deliver a huge load of cum that would sap Twilight's will by half. Patches of mushroom fiber skin appeared on Twilight's shoulder as the milk flowed from Starlight's nipple into her throat.

Applejack ducked and rolled, narrowly avoiding getting sidebared by Rarity's tentacle. She went for cover behind a tree.

"Applejack, darling, really!" Rarity said, ambling towards Applejack with her arms split into four tentacles (two apiece). "Why don't you come out and play? You're just delaying the inevitable! Trust me, darling, I know. I fought Septa off for as long as possible, but in the end, her glory was just too much for me to match! So why don't you come out and let us skip to the end?"

"Gosh, Rarity," Applejack muttered under her breath, "you're absolutely right! I can totally trust when you've been whammied by that crazy mushroom gal." Applejack risked peeking behind her tree cover to see Rarity's position. She was searching around and didn't seem to have a clue where Applejack was exactly, but she was getting closer.

"Come out!" Rarity hissed, small puffs of smoke mouth puffing out of her mouth.

"No thanks." Applejack turned around and grabbed onto the tree. Using her honed muscles, she climbed up the tree to get away. What she was doing to do once she got up there, she wasn't sure yet, but anything was better on the ground where Rarity could see her easily. Unless she had the misfortune to, say, bump into a branch and cause the leaves to rustle and shake, leaving no doubt where she was hiding.

"Found you!" Rarity declared. She reached all four tentacles up into the treetop, using one to grab all four of Applejack's limbs.

"Consarn it!" Applejack struggled fruitlessly against the soft, but firm grip of Rarity's tentacles. "Rarity, let me go!"

"Of course!" Rarity said as she pulled Applejack to her. "Right after you got a nice, warm mouthful of cum!"

"I'd rather not," Applejack grumbled. "Tell you what; how about you let me go first, and then I'll take your cum?" Applejack grunted as one of Rarity's tentacles shoved its way into her mouth, too strong for Applejack to keep it out no matter how tightly she closed her mouth.

"Oh, Applejack!" Rarity rolled her eyes and smiled. "How guillable do you think I am? Why, yes, sometimes I don't see the forest for the trees, but do you really think I would let you go that easy?"

"Mm-mmhp!" Applejack grunted as streaks of white leaked down her chin from the tentacle's first fresh load.

"Sorry, what was that? I'm afraid you're going to have to speak up!" Rarity teased her.

Applejack struggled against her restraints, but that only lead to Rarity tightening them.

Rarity took one tentacle and dipped behind Applejack's work pants, pushing the tip into Applejack's asshole. Applejack's eyes widened and blushed.

"Darling, you had to have known this was coming," Rarity said surely before giving a laugh and splattering Applejack’s rear with spooge.

Pinkie Pie ran and ran through the forest, huffing and puffing. She could hear Fluttershyt and Rainbow Dash were hot on her trail.

"Come back, Pinkie Pie!" Fluttershy shouted, waving her tentacle around dangerously. "Mistress Septa just wants to love you!"

"Thanks, but no thanks!" Pinkie Pie said. "I've got enough love in my life!"

"Yeah, but is high quality?" Dash asked. "Is it the kind of tender, soft, warm love that only Septa can provide?"

"I'm not sure I want the kind of 'warm love' that only Septa can provide!" Pinkie shouted back at them.

Fluttershy and Rainbow Dash tittered like schoolgirls.

"That's because you haven't had it yet!" Fluttershy declared, raising her tentacle up in the air and hurling it around like a lasso.

Pinkie Pie ducked, hit the ground, then bounced back to her feet, handily evading Fluttershy's tentacle as it sprayed a load of clear sticky fluid onto a tree, covering it with her goo.

I've got to do something, Pinkie Pie thought. I can't run like this forever! I just hope Twilight and Applejack are doing okay. At least neither of them had to deal with TWO mushrooms! Wait! I've got it!

Pinkie ducked behind some bushes, making them rustle as she did so.

Fluttershy and Rainbow Dash continued down the path Pinkie had been leading them on, their arm tentacles wiggling back and forth in search of prey and tight holes for them to dig into and spray their sweet, addictive nectar in.

"I don't see her," Rainbow said. "Where did she go?"

"She can't have gotten far," Fluttershy said. "She's still only an Earth pony."

Pinkie Pie jumped out from behind the bushes, wheeling her party cannon in front of her.
"Earth pony this, you mushroom heads!" Pinkie pulled on the cannon, and a blast of confetti erupted, raining confetti and streamers down on Fluttershy and Rainbow Dash's heads.

Fluttershy and Rainbow Dash were unamused as the streamers strung themselves on top of their mushroom cap hair.

"Really?" Fluttershy asked dubiously. "Confetti? You thought that would stop us?"

"Well, it never hurts to try, right?" Pinkie Pie asked, shrugging. "I know what to do! I'll change the settings from confetti to cake!"

Pinkie Pie bent down and adjusted a dial on the cannon. She didn't notice Fluttershy curl her tentacles around the cannon's main body and tilt the cannon upwards where its shots would be harmless.

"And ... fire!" Pinkie declared, yanking on the firing mechanism. A thundering boom came from the cannon, and she watched as a party cake flew straight up into the air. "Ooh." The cake fell back down, splattering all over the barrel of the cannon.

Fluttershy grunted, curling her tentacles around the wheel and trying with all her might to lift the cannon up. "Oof! This is heavy. Rainbow Dash, help me with this, would you?"

"Sure thing," Dash reached her tentacles over and wove them between the spokes of the wheel and under the bottom half of the cannon's underside. Working together, the two pegasi-turned-shrooms were able to lift the cannon up into the air, and toss it. It smashed into a tree, shattering into pieces when tested against the sturdy and unnatural Everfree Forest bark. Pieces of the mechanism scattered all over the tree, some spokes from the wheels getting caught on the branches, along with unfired confetti and slices of cake mushed up on the side of the bark.

"You ..." Pinkie stammered. She turned to the destroyers of her precious party cannon, shaking with rage. "You destroyed my party cannon!" She grunted as Fluttershy shot a load into her face, getting some of into her eyes.

"Yeah, I deserved that," Pinkie groaned, using her arm to wipe the goo out of her eyes. Once her vision cleared, she saw Fluttershy and Rainbow Dash marching towards her with determined expressions. They were through playing games.

Pinkie chuckled and raised up a cupcake. "Can I interest either of you lovely ladies in a cupcake?"

"No, Pinkie Pie," Fluttershy said. "No more cupcakes. No more games."

"Actually, I could go for a cupcake," Rainbow Dash said.

"Rainbow Dash! Focus!"

"You want it?" Pinkie asked. "Here! You can have it!" She threw the cupcake into Dash's face then turned tail and ran through the Everfree Forest again.

Rainbow Dash licked the frosting off her mouth. "Mmm. Cherry."

Fluttershy smacked Rainbow Dash on the back of her head to her back on task, which had the added benefit of knocking the cupcake frosting loose from her head.

Fluttershy pointed upwards at the tree tops. Rainbow Dash understood her and nodded.

They each went to a different tree and threw their tentacles around it, using them as loops to to carry themselves up the tree.

Pinkie Pie kept running, panting and huffing and. She came to a stop and wiped some of the sweat she worked up off her forehead.

"Whew! I'm not sure how much of this I can keep up," Pinkie said to herself. "Ooh, I hope Rainbow Dash and Fluttershy didn't hear that."

She heard the leaves rustle behind her.

"No time to lose!" Pinkie declared. "I gotta get out of here and back to Ponyville for reinforcements!"

Pinkie made another dash forward, but two mushroom fiber tentacles shot out from the tree tops and crossed in front of her path, creating a web that kept her from moving forward.

"No big deal, I'll just go around!" Pinkie Pie prepared to run to the left of where the web had appeared, but more stalks of tentacles appeared to create another path-blocking web.

"What about this way?" Pinkie asked, running to the right, only for the same thing to happen.

This continued until eventually a full circle of trees had tentacle webs around them, making it so that Pinkie Pie's only path to escape was to go up.

"And I forget my flying machine today! Darn!" Pinkie snapped her fingers in frustration. "Okay, Pinkie. Your path is cut off by mushroom tentacles, your only means of escape is up, and you don't have a flying machine. Thankfully, Granny Pie taught me what to do in this situations; start a fire!"

Pinkie searched the forest floor for twigs, but she didn't see any.

"Okay," Pinkie Pie said. "So no twigs. That's fine. That's perfectly fine. I'll just - whoa!" She yelped, feeling the tentacles grab her from behind and wrap around her midsection.

"Got you!" Rainbow Dash declared, peeking her head out of the leaves.

"Now, Rainbow Dash," Pinkie Pie said, stuttering, "I'm-I'm sure there's a peaceful w-way for us to work our d-differences."

"There sure is!" Dash said.

"By eradicating them," Fluttershy said. "And making it so that everyone is a mushroom, just like Septa."

"But-but-but what will you do when everyone IS a mushroom?" Pinkie asked, stalling for time. "Then they'll be no left to convert!"

"Live in a peaceful, sexual, euphoric bliss," Fluttershy hissed, "with Septa blessing us with her milk and her cum daily."

"But-"

"The only butt I care about is the one I'm about to sink my tentacles into," Fluttershy said. She and Rainbow Dash wrapped their tentacles further around Pinkie and got their tentacles into Pinkie's ass, the two tentacles jockeying for space.

Pinkie inhaled sharply as she felt the two tentacles struggle to occupy the same space. She wondered if she could get Rainbow Dash and Fluttershy to fight over who should get the honor of corrupting her.

It was unlikely, as twin loads of warm cum flowed freely into her ass, hitting Pinkie Pie with double the usual load from a Septa tentacle and double the strength of volume.

Oh, it's good! Pinkie thought, moaning and shivering. But I can't give in! I have to fight it! I need ... to fight ... for my friends! BUT IT'S SO WARM!

Pinkie panted.

"Doesn't it feel good?" Fluttershy purred, seeing Pinkie's weakness and pouncing on it.
"No!" Pinkie shouted defiantly. "It doesn't feel good! It feels-"

Another load from both Fluttershy and Dash splattered all over her insides.

"Amazing," Pinkie finished, her eyes lolling into the back of her head. No. Fight. No, don't fight. Can't fight it. So good. Resistance is futile. Mushrooms. Mushrooms! Time to go trip up on shrooms! Pinkie had a vivid image in her head of her brain in an empty void and a Septa tentacle pouring and splattering cum, soaking her brain with it, completely covering it with a slick, sticky sheen. Not a bad metaphor for the effect Septa had on her victims' mind.

Fluttershy giggled. "Come on. Let's go show mistress Septa our new prize."

Septa smiled, already knowing victory was in her hands even before her servants returned with their captures.

Fluttershy and Rainbow Dash threw Pinkie Pie down her knees before the king mushroom, and Rarity did the same. Applejack had developed small patches of mushroom skin along her body.

As had Twilight, who Starlight now put before Septa.

"Well, well, well," Septa-A said. She hopped down from her throne and walked towards Twilight, shaking her hips as she did. "How curious life can be sometimes. At first it seemed like I had interlopers, when in reality I had future servants!"

"I," Twilight said, rasping, "will never serve you."

Septa giggled and smiled, cupping Twilight's chin. She slapped Twilight across the cheek.

"Yes," Septa said. "Yes, you will. Look around you, Twilight Sparkle! Your friends are all mine. The only ponies who could ever rescue you, the only ones who even know what's going on and that I exist, are on their knees before me."

Twilight glared up at her. "You're forgetting someone."

"Who?" Septa asked. "Oh, unless you mean that silly old Zecora? I haven't gotten to her yet, but don't take that as a relief, Twilight Sparkle; it just means that I'm putting her off until I'm done with you."

"You won't ..." Twilight panted. "You won't get away with this." She bowed her head and attempted to get a spell off.

"Ah, ah, ah!" Septa raised up her tentacle and squirted a small gush of pre onto Twilight's horn. "I think not. No spells or magic to save you this time!"

"You may have gotten my friends, but you can't ..." Twilight panted. "You can't make me betray Celestia. Not now, not ever."

"Oh, but I will!" Septa said. "Look around you again, Twilight! Don't you see? Your friends belong to me, and soon you will too! It's over! I win! You've lost!"

"Not ..." Twilight said. "Not yet."

Septa chuckled. "I suppose that's true. Not yet. Let's fix that, shall we?" She wrapped an around Twilight's neck and forced Twilight's mouth onto her tit. Twilight kept her mouth close, but Septa was able to take a tentacle and force it open, leaving it vulnerable to a spray of milk from Septa's breast.

"Starlight, be a dear and help me with this, would you?" Septa asked.

"Okay!" Starlight answered cheerily, plunging her tentacle into Twilight's anus and shooting as much cum as she could work up inside.

No. No! Twilight thought as Septa drained the milk from her tit and Starlight drained the cum from her tentacle into her. It can't end like this! It can't be! We've never lost before! What's saved us before? Our friendship! With the magic of our friendship, there's nothing we can do! No one we can't beat! Nothing that can stand - that can stand ... that ... that can stand in the way of Mistress Septa taking over my mind. Of making me submit to Mistress Septa.

Twilight guzzled milk, lumps appearing in her throat as she swallowed.

It's over. It really is over. I can't think straight. All that matters is Septa. Septa, Septa, Septa, my mistress, who I love ... who I've ... always loved. Ooh.

Twilight stiffened up, cumming on the spot, pouring out her cum and making a puddle where she sat. The mushroom patches on her skin grew and connected with each other until her skin matched Septa's in tone from head to do, her tits jiggled and doubled in size, and a tiny mushroom sprout appeared on her forehead. It wasn't much to look at it, but it would grow and replace her hair in time.

"Excellent!" Septa hissed, taking her tit out of Twilight's mouth. "Oh, but there's one more thing. Now that you're my servant, I need you to go and prove your loyalty, Twilight." Septa pointed at Applejack and Pinkie. "Go over there and give those two some of your milk."

"Yes, Mistress," Twilight answered, getting to her feet.

Fluttershy and Rarity laid Applejack and Pinkie down on the ground, using their tentacles to keep Applejack and Pinkie bound.

"Twilight!" Applejack shouted as Twilight came towards her. "Twilight, don't do it! Come on, Twilight! You're better than this! You're stronger than this! Twilight! TWI-mmph!"

That was the last thing Applejack uttered before Twilight stuffed her nipples into her's and Pinkie's mouth. It wasn't long before milk was flowing down their chins and mushroom skin was spreading like wildfire on their bodies.

Septa watched all this with delight and chuckled to herself. Already, she turned her mind towards spreading herself across all of Equestria, and making it so that she could never be sealed again.