Septa's Revenge

“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.