“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.