Early in the morning, before the sun had even risen, Rarity was on her way to her boutique. Normally, she wouldn’t be up this early, insisting on the proper amount of beauty sleep. However, today she had a special order that needed to be finished and forgone her regular sleep schedule. Even so, Rarity still went through her normal beauty routine. After all, lack of sleep was no reason not to look fabulous.

The statuesque woman strutted down the sidewalk. Hips swaying, breasts bouncing, everything about her exuded beauty and confidence. The click of her heels could be heard along the city block. Rarity began to work up a sweat in the hot summer air. She fanned herself and cursed the heat. “I really should find a better location for my boutique. Maybe a nice stand alone building with some decent parking? At least I wouldn’t have to walk through this dreaded heat. My makeup better not run from this.”

Rarity reached the entrance to her shop and fumbled with the keys. After a moment of struggling, she managed to unlock the gate. As she lifted up the shutters with her magic, Rarity noticed someone approaching the store in the window’s reflection. “Oh, hello? I’m sorry, but we’re closed today. I’m just coming in to work on a dress order. You can come back tomorrow. If it’s an emergency, please send us an email. Here’s our business card if you…” Rarity turned around to hand the person her card and was shocked by what she saw.

The woman looked a mess. Her fiery orange hair was frizzy and tangled, her orange eyes were bloodshot and sunken, not to mention her clothes were shabby and stained. Even the light-yellow gem on her forehead was unpolished and dull. The woman eyed Rarity with a mixture of contempt and admiration. “You…have such…beauty…” the woman croaked.

“Oh, why thank you,” Rarity said flipping her hair in a practiced flourish. “Even in these early hours, I pride myself on always looking fabu-.”

“I must have that beauty!” the woman said cutting off Rarity. She shuffled forward, reaching out to the fashionista.

“Well, I don’t know if you can have my beauty, but I can certainly give you some tips. Perhaps the number of this wonderful spa? It’ll take years off you,” Rarity said rummaging through her purse. “Plus, a stylist who can tame that mane of hurg!” The woman stopped inches from Rarity and grabbed her face. Her orange eyes stared into Rarity’s blue ones. Rarity looked at the woman and said, “There is such a thing as personal space! Could you please let go of my face before you smear my makeup?”

“Your beauty is MINE!!!” the woman’s gem began to glow and both were enveloped in a yellow aura.

“What are you…? No! This can’t be happening!” Rarity cried out in horror. “No! No! NOOOOOOOO!!!!”

In the sub-basement of the Old Maretropolis Library, Twilight, Spike, and Pinkie were in the middle of training with Gloriosa and Timber. Additionally, a psion by the name of Party Favor was brought to work with the plump baker. Pinkie was more than eager to show she was serious about fighting Love Bunny and readily jumped into bed with him. Ever since Twilight and Spike lost their virginities, Gloriosa and Timber stepped up their training.

“Okay, Twilight, let’s see how you handle increased stimulation with the nipple clamps on?” Timber said as he poured enchanted lube into his hand. He gripped his cock and applied the lube. As he worked it in, Timber’s manhood swelled up. Now, the Ouranium's penis was not only bigger than normal, it was enchanted to stimulate female genitalia by tenfold.

Twilight tightened the nipple clamps and winced in both pain and pleasure. She was getting used to the feeling of the clamps. Her vagina twitched as feminine juices dripped out. “Ooh, that feels…so good,” she moaned. Twilight played with her sensitive pussy. She bit her lip as she resisted the urge to orgasm. Timber had already applied a special oil to her sex that made her sensitive, she wasn’t sure how much more she could take right now. Once she had collected herself, Twilight opened her legs to the experienced avian. “Alright, let’s do it.”

Timber stared at Twilight for a moment, relishing the sight before him. The curvature of her breasts on her heaving chest. Her sopping wet pussy that was inviting him. The way her plump lips were slightly parted. Timber climbed onto the bed and positioned himself over Twilight. He pressed the tip of his penis against her swollen labia, teasing the young Ourania a bit more.

The librarian let out cute little whimpers as she tried to not cum right then. She could feel the enchantment on Timber’s dick as he played with her snatch. Every little stroke and prod sent a jolt of pleasure through her body. She wanted him to just get it over with already, but knew this was a part of her training. Twilight gripped the bedsheets in anticipation of being penetrated. Ger gem pulsed with sexual energy.

Satisfied that she had been teased enough, Timber promptly stabbed his penis into her vagina. Instantly, both of them could feel the effects of the lube. Twilight threw her head back and squeezed her eyes shut. Her already building orgasm was pushed to the brink of cresting. Waves of pleasure washed over her and they had only just started. Timber buried his face into Twilight’s ample chest as he forced himself to remain lucid. He knew the lubrication amplified his own pleasure but he didn’t expect it to be this intense. Twilight’s pussy latched onto his dick as if it was trying to squeeze the semen out of him. It felt as though any slight movement would send him over the edge.

Finally, both of them calmed down and Timber began to move his hips. He used old meditation techniques to keep himself from ejaculating but it didn’t feel like enough. For whatever reason Twilight’s vagina simply felt amazing. He wondered if she had enchanted her own genitalia to feel this good. Meanwhile, Twilight forced herself to think about work. Organizing the library, keeping the shelves clean and free of dust. But Timber slamming his cock into her was proving to be too much. She could feel his enhanced penis stretching out her vagina with every movement. It pushed deep inside her. A wonderful feeling it was.

Twilight opened her eyes and saw Timber pressing his face into her chest. She grabbed his head and pulled it away from her breasts. With some effort, she guided his face towards hers and pressed their lips together. Their tongues swirled over each other’s. Twilight’s gem glowed brighter as she neared orgasm. She pulled away from Timber and shoved his face back into her cleavage.

“Oh…GODDESS!!!”

In the next bed over, Pinkie was in the middle of her training with Party Favor. The plump woman proved to be quick to pick up the lessons, and quick to move on the psion. Her technique was a bit rough but she showed a lot of promise. Party Favor hadn’t seen a newly awakened Ourania who took to the change so easily. With the brief time he spent with her, he figured Pinkie was the type of person who could adjust to changes with no problem. He was also surprised at how resilient she was. Party Favor had cast a spell on her vagina so that every orgasm would double the pleasure she felt. She already had five and showed no signs of slowing down.

Currently, Pinkie was grinding her round ass against Party Favor’s erect cock. The speed and vigor with which she moved was outrageous. The psion squeezed his eyes shut as he felt his orgasm building. “And you only just awakened to your powers?” he said smacking her plump cheeks.

“YOW! Make it jiggle!” Pinkie shouted. “Ya-huh! About a month ago. Been fighting those baddies ever since.”

“You feel way too experienced for someone so new to their powers.”

Pinkie paused her twerking for a moment as she thought. “Well, maybe that’s because Cheese Sandwich and I do a lot of crazy sex stuff already. We’re open for just about anything. I remember one time, we had a pool noodle, eight yards of bungee cord, and a can of cheese wiz. We really got…”

“Okay, okay! I don’t need the details,” Party Favor said. He grabbed Pinkie’s butt and smashed it against his cock. Her ass was like gelatin and buried his phallus. The psion greatly enjoyed the feeling of this soft Ourania and wanted to experience her to his fullest. But he knew that wasn’t the reason he was here and continued the conversation. “So, that explains how you’re handling all this so easily. Your technique is a bit rough, but with a bit of polish you could be a splendid Ourania.”

“Aw, thanks. But I’m really doing this to help Twilight, and to stop that big meanie Love Bunny,” Pinkie said looking over her shoulder. “I’m all for free love, but she wants to control people. I just wish I was better at dealing with the sex magic. The superhero stuff is easy. I just zip around and beat up the baddies. But this Ourania stuff? I just don’t know.” Pinkie looked away from Party Favor, her demeanor down trodden. Despite the bubbly and energetic display she had just a second ago, Pinkie looked defeated. Party Favor even thought her hair started to look a bit duller.

“So, that’s why you were letting yourself orgasm so many times. I should’ve guessed,” he said shaking his head. Party Favor leaned over and wrapped his arms around Pinkie’s soft body. His hands groped her chest, and his face was half buried in her fluffy hair. “You’re trying to build up a tolerance, aren’t you?”

The plump woman perked up at hearing this. “Well, I guess so. I was mostly trying to get used to the feeling. The last time we fought Love Bunny’s forces, I was overwhelmed by their magic. That statue threw me for a loop. Like, a big time loop-de-loop! I couldn’t feel my legs for a while. It did feel good, but it was also scary. They can just do that to normal people, and they can’t stop it.”

Party Favor nuzzled Pinkie’s neck, breathing in the cotton candy and chocolate scents she gave off. “Well, it’s good to hear this, Pinkie. This gives me an idea on how to progress your training. You need to not only increase your resistance to foreign Ourania magic, you need to learn how to channel your own. It’s not difficult to learn, but it can be hard to master. Given that you’re a terran, you are more used to your passive magic. But with enough practice, you’ll be a force to reckon with. Granted, you won’t be firing spells the same way Twilight does, but you will be able to manipulate the energies.”

“Ooh, yes!! Can we do that?!” Pinkie said bouncing up and down. Party Favor clenched his teeth as her ass grinded against his dick. “Anything to help Twilight! I’ll be the super speedy sex wielding hero!”

“Alright, I love your enthusiasm. I can bring in devices that replicate the effects of those statues next week if you like? That way you’ll be able to practice in a controlled environment,” Party Favor said cupping Pinkie’s breasts.

“Yeah! That sounds great! I can’t wait to get started!” Pinkie clapped her hands in excitement. Her mood had improved and Party Favor noticed her hair regained its normal sheen. Maybe even brighter than before.

The psion smiled as he gripped Pinkie’s boobs. “Why wait? We can get started right now!” Party Favor pulled Pinkie into a standing position. His gem glowed and a vibrator levitated over to them. The device switched on and pressed up against Pinkie’s vagina.

“Oooo! That feels soooo good! Yes, right there!” Pinkie moaned as the vibrator was plunged into her wet pussy. She leaned back against Party Favor as the vibrator stirred her up. With the enchantment on her vagina still in effect, Pinkie was experiencing exponentially greater pleasure than normal. Surges of ecstasy coursed through her body as Party Favor thrust sex toy in her snatch. “Oooooo! So…much…”

There was a wet sound as Party Favor yanked the vibrator out of Pinkie’s pussy. “Oh, no you don’t! You can’t just sink into the pleasure!”

“Oops. Sorry.”

In the adjacent bed, Spike and Gloriosa were in the middle of training. Gloriosa was testing to see how many times Spike could ejaculate before needing to recuperate. As of now, he came six times and she was certain he could go once more. She rode his cock, relishing the feeling as it pushed deep inside her. Gloriosa was excited after learning Spike had sex. While she was disappointed she couldn’t be his first, the prospect of really having sex with him was incredible. The experienced Ourania put him through the ringer their first time. Spike was so drained that he slept for more than twelve hours.

With their first time having sex, Gloriosa was somewhat surprised by just how much magic Spike had from just one orgasm. Even suspecting he might be an Orm, Gloriosa hadn’t expected to find herself overflowing with magic and euphoria. Afterwards, Gloriosa wore a crystal pendant that she used to transfer the energy to.

“That’s it, Spike! Keep going! You can cum a seventh time!” Gloriosa cried out as she slammed her hips down on him. Ribbons of green energy swirled above them. A flowery lime green and fiery deep green that twisted around.

“Fuck! It feels like my dick is gonna fall off! I don’t know how much more I can take!” Spike grunted as he gripped Gloriosa’s plump ass. His penis was enchanted to remain erect. Gloriosa claimed it was to test his fortitude against similar attacks. Not just his ability to resist them, but to maintain mental stability. Spike was certain she just wanted to fuck him raw and used the training as an excuse.

“It’s okay! Just hold on a little while longer! This’ll be the last one! At least you’re not about to pass out!” Gloriosa pressed her lips to Spike’s and pushed her tongue into his mouth. She rolled her tongue over his.

Spike could hardly think straight at this point. Staying awake was the only thing he focused on. Gloriosa seemed determined to make it as hard as possible. Every time he came it was like an explosion of pleasure. He didn’t even know how he managed to remain conscious. Perhaps all the times he spent with Lily and Inky had made him accustomed to this. A part of him wondered if Gloriosa would be okay with those two joining them. Advanced training, he thought. Maybe it could work? Before he could think any further, Spike had reached his limit.

As if Gloriosa could sense he was about to cum, she slammed her hips down one final time. She had synchronized their orgasms so they would climax at the same time. Her vagina tightened around his penis as it ejaculated into her. The magic flowed into her and she started to glow lime green. After savoring the extraordinary feeling, she transferred the magic to the pendant. Even with the erection spell on him, Gloriosa could feel this was the last time. His magic was all but drained and she undid the enchantment on him.

“Alright, that should do it for today. You did spectacularly,” she said sliding off his penis. Semen spilled from her vagina and she quickly moved to her bag. Gloriosa grabbed a small glass bottle and filled it with Spike’s spent seed. Once she had enough, she slid the bottle back into the bag and picked up something else. “You’re getting much better. Last week you could hardly stay awake. Here.” Gloriosa tossed him a bottle of blue liquid.

“Huh?” he said, just barely catching the bottle. Spike had pulled himself into a sitting position and took several breaths. He may be ‘getting better’, as Gloriosa praised, but that didn’t mean he wasn’t exhausted. It took a lot to keep up with her, even if she wasn’t trying to fuck his brains out. He was so preoccupied he didn’t notice her stow a bottle of his semen away. Spike looked at the plastic bottle Gloriosa threw to him. “What’s this? Some kind of energy potion?”

“Nah, just a sports drink,” she said emptying a bottle of her own. “Need to keep those electrolytes up. No amount of magic can help you if you aren’t taking care of your body.”

“Oh, okay…?” Spike said taking a large swig. The bottle felt room temperature but the beverage inside was ice cold. Wonders of modern technology. Containers that are enchanted to maintain their internal temperature for several hours. Spike drained the bottle then started to get dressed. “If I’m getting better, how come it feels like you’re still riding me raw?”

Gloriosa chuckled a bit and ran her hand through Spike’s hair. “That’s because I’m increasing the difficulty of my training. You’ve been improving, so I have to work you harder. Otherwise you’ll just grow accustomed to it.”

As he pulled his shirt on, Spike thought it over. It did make sense. Afterall, professional athletes don’t keep doing the same workout routine. “I guess that makes sense. So, what if I’m attacked by more than one of Love Bunny’s forces? Shouldn’t I train for that as well?”

“Spike, you naughty boy!” Gloriosa said slapping his arm. “Are you trying to convince me to do a three-way with you? Or perhaps you wish to invite those girls of yours into this?” She gave Spike a coy look and licked her lips. Gloriosa pressed her lips to his ear. “Getting all hot and bothered with multiple women? Our bodies pressed together in carnal passion. Losing track of where one ends and another begins.” Gloriosa pulled back and looked at Spike. He was wide-eyed and looked eager for what she described. “Hahaha! Spike, you’re too adorable!” she said pushing his face into her cleavage. “I was only kidding. Though, now that I think about it, that probably wouldn’t be a bad idea. What do you say? Sometime in the future we can see how well you handle three experienced Ourania at once.” Spike made a muffled sound of agreement. He didn’t even bother to struggle against Gloriosa and just enjoyed the heaven that was between her breasts. “Alright, that’s enough fun. Let’s go check on the others.”

The group of six walk through the empty library discussing everyone’s training session. The teachers were proud of their students, praising them for learning so quickly. The students were both embarrassed and took pride in how far they’ve come.

“Oh, yeah. Twilight’s on the fast track to becoming a well-versed Ourania,” Timber said. “She’s been progressing nicely these past few weeks. I hope to advance her soon. Maybe we’ll be trying butt stuff?”

“Ah! Hey, don’t just say that kind of stuff!” Twilight quickly jumped in. “But please praise me more.”

Gloriosa had an arm around Spike and was nuzzling his cheek. “Well, Spike has been making progress too. Now that I’ve been able to properly taste him, I can say with certainty that he’s got more to him than meets the eye.” Gloriosa glanced over to her brother her met her gaze. Before anyone could notice, they turned away. “A lot of stamina, too. Never met a regular person who could last so long.”

“Seven times,” Spike groaned. He popped an energy capsule into his mouth. “Not even Lily and Inky go for that long. And that’s combined.”

“Aaww. Poor baby. Need me to hold your cock?” Gloriosa teased Spike as she rubbed his crotch. Spike made a noncommittal sound and lazily batted Gloriosa’s hand away. She giggled and kissed him on the cheek.

“I had a lot of fun with you, Party Favor!” Pinkie said loudly as she wrapped her arms around him. “I can’t wait to do it again next week.”

“I’m glad you did, Pinkie. I’ll have to come up with different ways to train you,” the psion said squeezing Pinkie’s ass. He turned to Gloriosa and said, “Do you have any devices that induce intense arousal? I’m going to need them. Also, some magic dampeners too.”

“I think so. We should have plenty back at the camp. I’ll check when we return.”

As they approached the front doors, they suddenly flung open. Standing in the entryway was a hooded figure. They stumbled into the vestibule of the library and collapsed to the floor. Everyone recoiled from the person bursting into the building.

“H-help…me…” a female voice croaked. “Twi…light…I need you…to help me…”

“I’m sorry, the library is closed right now,” she said nervously stepping forward. “If you need any help, then you should go to the hospital. Wait, how do you know my name?”

“Because, it’s me! Rarity!” the figure threw back the hood revealing that it was indeed Rarity. However, something seemed a little different about her. “And I need your help, Twilight.”

Twilight, Spike, and Pinkie look at Rarity for a few seconds. Her hair was disheveled, she wasn’t wearing makeup, and her clothes were a bit dirty. Otherwise, the beauteous psion looked perfectly normal. Perhaps a bit haggard but there certainly didn’t seem anything wrong with her. At least, nothing that would require Twilight’s help in any way.

“Help with what? You look fine, Rarity,” Twilight said with a skeptical look. “Just get some rest and you-.”

“I’ve had my beauty stolen from me!!” Rarity shouted rushing up to Twilight. She gripped the librarian’s shirt and had a crazed look in her eyes. “This, this, WITCH attacked me! Right in front of my very shop!”

“Calm down, Rarity!” Twilight said prying the woman’s hands loose. “Why don’t we go upstairs and I’ll make you a cup of tea. You can explain everything.” She led Rarity out of the vestibule.

“Yeah, okay. Tea does sound nice. Do you have Darjeeling?” Rarity said following Twilight.

Rarity recounted the events earlier this morning. How some maniac accosted her in front of her store and used some bizarre magic to siphon the beauty from her. After that, she was so distraught that she couldn’t work. Rarity found an old burnoose in her boutique, put it on to hide her shame, and drove to the only person she could think to help. Unfortunately, there was an accident in the city and that delayed her a bit.

“And now, I’m here,” she finished her story. She sipped the tea Twilight made for her and whimpered. The normally confident and sophisticated Rarity looked defeated and miserable. “I didn’t know what else to do. You’re the only person I could think of who could help.”

Twilight looked at her friend with an expression of both amusement and derision. She knew Rarity was one for dramatics. Hell, just a week ago the woman went into hysterics when a bit of juice splashed onto her blouse. But this seemed beyond the pale. Finally, Twilight said, “Rarity, if you were attacked, then why didn’t you go to the police?”

The fashionista recoiled as if she was just slapped. “GO?! To the police?! Twilight, didn’t you hear what I just said? I’m hideous! It’d be a crime to be seen in public like this!”

Spike leaned over to Pinkie and whispered, “Is it just me, or does she not seem hideous? Like, she’s still beautiful, right?”

“I HEARD THAT, SPIKE!!! DON’T THINK FLATTERY WILL SWAY ME!! I KNOW I’M UGLY!!!!” Rarity snarled as she turned to face Spike. Her face was twisted into a scowl that could be considered ugly, but she still had an air of beauty to her.

“Geez, okay. No need to bite my head off,” he said backing off.

“Don’t worry about it,” Pinkie said nudging him in the side. “She could find a small zit on her face and hide from the world until it was gone.”

Twilight rubbed her temple as she thought. “Well, have you tried using makeup? Maybe you can just cover it up?”

“How dare you insist that I, Rarity, would ever need to use makeup!” Rarity shouted taken aback by Twilight’s suggestion. “My beauty is all natural and I would never use such products to hide any blemishes or enhance my own appearance. Besides, I’ve already tried it. Not that I actually need makeup, but I do have emergency makeup on hand. And it didn’t work.” She looked around and saw the looks of disbelief on their faces. “Don’t believe me? Then, how about a demonstration?” Rarity reached into her purse and pulled out the emergency makeup. After a quick minute of applying lipstick, eyeshadow, and blush, and brushing her hair, Rarity presented herself. She looked almost like her old self…for exactly five second before the makeup disappeared and her hair became messy. “See? It’s hopeless! Now, you understand my dilemma!”

“Well, that certainly is new,” Twilight said rubbing her chin. “Never seen a spell that removes anything applied like that. Then again, there’s plenty I don’t know about.” She glanced over at Gloriosa and the others who decided to stick around. “And what did you say your attacker looked like?”

“I never got a good look at her. Just wild orange hair and a yellow psion gem. It all happened so quickly,” Rarity said. She thought for a moment then said, “I do remember she had some rather large breasts. They had to be bigger than her head. Plus, she had on this skimpy outfit. It did look cute…” she trailed off as she attempted to conjure any helpful memory.

Twilight pulled Spike and Pinkie aside. They huddled up with the three Ourania who were still there. “So, any thoughts on what this could be?” Twilight asked them in a low voice.

“Hard to say. A part of me believes this is just a random attack. But the part about the woman having huge breasts makes me think otherwise. She could be working for Love Bunny,” Timber said. “It could just be an ordinary person who coincidentally has larger than normal breasts? We won’t rule that out.”

“I’m curious what your friend over there was like before she allegedly had her beauty stolen,” Gloriosa asked about Rarity.

Pinkie bounced up and down and raised her hand. “Ooh! Ooh! I know. Rarity was this radiant person who was always shining. Almost literally. She had this air of majesty to her. Like she was royalty.” Pinkie paused as she glanced over to her whimpering friend. “While she doesn’t look any different, there’s certainly something missing from her.”

Everyone went quiet as they thought things over. They could hear Rarity talking to herself about needing to keep away from the public eye and that someone so hideous couldn’t be a fashion queen anymore. Party Favor, who had been quietly looking through his phone, spoke up. “Hey, so, I’ve been scrolling through my news feed, and there seems to be reports of people suddenly becoming ugly. And that this orange haired woman is the one responsible.” He held up his phone, showing news footage of before and after photos of people who had been similarly affected. There was also footage of a cackling psion who was seen zapping people and turning them ugly. Every time she did, she would glow and become just a bit prettier.

“Okay, I think that’s conclusive,” Twilight said turning to Rarity. “Even if that whack job isn’t working for Love Bunny, we need to stop her before she…uglifies the city?”

“Yeah, let’s go,” Spike said who was ready to run out.

“Not so fast,” Twilight said quickly grabbing him. “We still have her to deal with.” She nodded in Rarity’s direction.

“Right. Kinda went into hero mode. So, what are we going to do about her? Not like she’s just gonna leave.”

Twilight thought for a moment then smile. “I’ve got a plan.” She walked over to Rarity and took the woman’s hands. “Good news, Rarity. I think I’ve found a cure for you.”

Hearing this, Rarity perked up. She raised her head and her complexion even brightened a bit. “You did? Oh, thank you Twilight! I knew I could count on you!” she said throwing her arms around her.

“Oof, squeezing me! Boobs…quite big…” Twilight said and managed to push Rarity off her. “Yes, but I have to go out and…get the necessary ingredients for it. It’s this special cream that requires rare herbs and oils.”

“Oh? Then, I’ll come with you,” Rarity said happily as she grabbed her burnoose. “That way I can see exactly what you-.”

“NO!!!” Twilight shouted. Rarity was startled by her outburst and recoiled a bit. “I mean, there’s no need for you to go outside. You can just relax here. You’ll see what I buy when I get back. Plus, you’ll have…Gloriosa here to examine you.” Twilight grabbed the magenta haired woman and pulled her over. The woman was stunned by suddenly being involved with this. “She’s…uh, Raven’s cousin. They all are. And she’s an expert in magic. She’ll be able to help us out.”

“Wait, what?” Gloriosa said spinning around to face Twilight. “What are you doing? Why drag me into this?” she hissed.

“Stalling for time,” Twilight said. She looked over at Rarity and gave her a reassuring smile. “Hopefully beating up this woman will fix everything. If not, then we’ll make her fix it. In the meantime, could you please look after Rarity?”

Gloriosa closed her eyes and sighed. She didn’t think her Sunday would suddenly require her to babysit a grown woman. “Alright, I’ll keep an eye on her. But you owe me for this.”

“Thanks, you’re the best,” Twilight said giving Gloriosa a quick hug. She turned to Rarity and said, “Rarity, I’m leaving you in the capable hands of Gloriosa. I’ll be back before you know it.”

“Please hurry! It’s a matter of the utmost importance!” Rarity said as she waved Twilight goodbye.

Twilight rolled her eyes and headed for the door. She turned to Spike and Pinkie, who were still standing in place. “Ahem.” They turned to her and she made a motion with her head.

“Oh, right! I’ve gotta go!” Pinkie said skipping to the door. “I’ve got that…thing to do for the Cakes. Suuuper important! Bye, Rarity! Hope you get better!” she waved energetically and quickly left.

Rarity turned to spike and gave him a look as if to say ‘are you going to leave, too?’. Spike looked at Rarity with a sheepish expression. He didn’t want to just leave her like this. Even if he couldn’t do anything in particular to help, he still wanted to be there for support. Plus, any time spent with Rarity was a good thing. But he knew he couldn’t just shirk his duties without good reason. “I actually got college stuff to do. Been putting it off for some time now. Probably best if I get it done before the semester. I’ll check in later.”

Once all three were out of the room, they ran to the Library Director’s Office and took the elevator to the sub-basement. Twilight booted up the computer and used the sexual detector to try and locate this mystery woman. However, there didn’t seem to be a spike in sexual magic. All was normal in the city. “So, if it’s not Ourania stuff, then what is it?” Twilight said hitting a few keys. She brought up a news feed in hopes of finding a lead.

“Dunno. This doesn’t really fit Love Bunny’s M.O.” Spike said.

The door to the elevator slid open and Raven stepped out with Celestia in her arms. “Has there been another attack? Where is it this time?” Celestia asked.

“We’re not sure,” Twilight said turning to her. “There’s no sexual activity detected, and it’s only one person stealing beauty from people. Even so, we still want to put a stop to this.”

“Plus, our friend Rarity was affected. So, there’s extra reason to take action.”

“Good on you for wanting to jump in and play the superhero part,” Celestia praised them. “I remember taking down a fair number of lunatics back in the day. Why, this one time we-.”

“Not now! We have to stop our own lunatic!” Twilight interrupted. “Just have to find her.”

Celestia made a face that her student didn’t want to hear her past adventures as a superhero.

“THERE!!” Pinkie said pointing to the screen. “That’s close to J.C. Pony’s.”

“Alright, let’s go!”

The three of them stepped back from the computer and transformed. Twilight grabbed their hands and said, “I’ll teleport us there. It’ll be faster.”

“Good thinking.”

In a flash they were gone. Celestia looked at the spot where they stood and pouted. Raven peered down at her mistress. “Upset you didn’t get to recount your thrilling tale of old?”

“No! But if I had arms, I’d be crossing them.”

Rarity sat patiently as Gloriosa examined her. She watched as the older woman’s gem pulsed, thoroughly assessing her condition. “Is this going to take much longer? I have an important order that needs to be finished. How long did Twilight say she’ll be gone?” Rarity asked.

“I can’t say for certain. I’ve never come across anything like this before,” Gloriosa said. Rarity’s condition was quite bizarre. She wasn’t just transfigured with magic, it’s almost as if the very concept of beauty was stripped from her. Gloriosa searched through Rarity’s spiritual medium hoping to find a clue. “Ah, hold on a second. I need to take a rest,” she said rubbing her gem. “It’s tiring trying to sift through disturbed energy.” She stepped away and got a bottle of water from her bag.

“Everything okay, Glory?” Timber said.

“Yeah, I’ll be fine,” she said emptying half the water bottle. In a lower voice she said, “I think all that training with Spike has left me a bit exhausted.” Gloriosa turned and looked at Rarity. “It’s odd. I’ve come across plenty of people with magically altered energy. You can find the source and excise it. But with her, I can’t excise what isn’t there. I’d have to somehow replace it. How would I even go about something like that?”

They all look at Rarity who was currently scrolling through her phone. She was watching the local news for updates on the beauty thief. Her expression changed when she saw something. “Oh, I hope someone does something about that bitch. Imagine. Stealing from me? And my beauty, no less. Avenge my stolen beauty!” As she watched the news coverage, Rarity became excited. Footage of the woman riled her up so much that her own mana began to swell.

The older Ourania took notice of this. It wasn’t just that Rarity’s magic started to build from her emotional state. They could sense something else deep within her that wanted to be free. Something they were all too familiar with.

“Hey, you guys don’t think she’s a…” Party Favor said as Rarity started to glow.

Across the city, Matter-Horn, Truncheon and Fili-Second appeared in front of the department store. The streets were stopped as people were stunned by their affliction. Everywhere they looked people were…well…ugly. There was no way around it. Hooked noses, warts, sloped brows and crooked teeth. These people were simply ugly They shuffled along the streets and sidewalks in a stupor.

“Whoa! I thought it was just an exaggeration from Rarity, but clearly it’s not,” Matter-Horn said as they followed the path of destruction. “It’s like an epidemic.”

“This looks like a scene from a horror film,” Truncheon said. He had his staff out and was ready to defend himself. “At least these ones aren’t attacking us.”

“For now! Who knows what’ll happen?”

Ahead, Fili-Second had zipped up the street in order to find the beauty thief. She spotted a woman with vibrant orange hair grab another woman and literally suck the beauty out of her. The victim was left a shriveled prune of a woman, shivering at her newfound ugliness. The attacker cackled as she searched for another person to absorb their sweet beauty. She hadn’t spotted Fili-Second and the speedster rushed back to Matter-Horn and Truncheon. “AH! I found her! She’s just around that block! Come on! We can take her now!!” Fili-Second zipped away before either could say anything.

“Wait! Don’t run off!! Ugh!” Matter-Horn called out. She groaned and rubbed her temple. “We need to come up with a plan!”

“Come on! We can think up something as we follow her!” Truncheon said running down the street.

Matter-Horn rolled her eyes and started running. She was surprised at how used to physical activity she had become with her enormous tits. Running and jumping around was no longer awkward. She caught up to Truncheon and said, “So, any ideas on how to deal with this woman?!”

“Hit her until she passes out?!” he said. Truncheon glanced over and saw Matter-Horn’s expression. “It was a joke! I don’t know how we should handle her! So, let’s approach this like anything else! Also, avoid coming into contact with her! From the looks of it, she needs to physically touch you for her magic to work!”

“Okay! Hopefully Fili-Second hasn’t gotten herself into too much trouble!”

“Halt, evildoer!!” Fili-Second shouted striking a heroic pose. The orange haired woman was standing on top of a car, in the middle of siphoning beauty from another poor victim. The people on the streets turned and started to cheer. Fili-Second felt a boost in confidence from their support.

The villainess dropped the person, who now had a face full of acne, and turned to the plump speedster. “Well, well. What have we here?” The woman had large breast, a toned body, and wore a skimpy black dress with purple accents. She almost looked like one of those sketches Rarity would do that came to life. “Are you supposed to be some kind of superhero?”

“I’m the super-speedy, super-cute, Fili-Second!” she said striking another pose. “I’m here to kick your butt and make you give back the beauty you stole!”

The beauty thief looked at Fili-Second for a moment before breaking into laughter. “Give back…the beauty? Why on earth would I do a thing like that?” she said charging her gem. “Look at me! I’m the most gorgeous woman in the world! My beauty will surpass even the gods!! Now, just sit there and let me take your beauty!!” The woman shot a bolt of magic at Fili-Second.

The speedster jumped out of the way and the blast hit the pavement, leaving a sizeable pothole. “Yow!! That’s some crazy power you got. WHOA!!” she dodged out of the way as more magic was launched at her. Fili-Second easily avoided the blasts as she closed the distance between them. Pavement was blasted to bits and cars had holes punched into their sides as she ran around the woman.

“GRR!! Can’t you just sit still?!!” she shouted.

“Now, why would I want to do a thing like that?” Fili-Second said as she raced up the car the woman was standing on. She slammed into the woman, knocking her off the vehicle. Before the woman could counterattack, Fili-Second jumped off her and zipped back a few meters. “Come on! Aren’t you gonna steal my beauty?!” She began running around the area taunting the woman.

Fed up with her antics, the beauty thief stood up and released a wave of concussive magic. The ground rumbled, cars were pushed back, and some nearby traffic lights rattled about. Fili-Second was running headlong at the woman and didn’t have time to react. The magic wave slammed into her and she was tripped, tumbling along the ground before crashing into a car.

“Ooh, what hit me…?” Fili-Second said rubbing her head.

The beauty thief marched up to Fili-Second and shackled her to the car with magic. The plump speedster struggled against her restraints but couldn’t get free. The woman knelt down and grasped the sides of Fili-Second’s face. “Now, your beauty is mine!” The woman’s gem shined as a glowing substance shot out of Fili-Second’s mouth. It squirmed through the air a bit before finding its way to the villainess. She swallowed Fili-Second’s beauty and her body glowed with a brilliant yellow aura. “Mmmm!! You certainly had some high-quality beauty to you! That felt really good!” The woman’s breasts and butt plumped up a bit and she had a bit of extra sheen to her. She admired herself for a moment before strutting away in search of more people.

With the restraints gone, Fili-Second took a moment to look at herself in the car’s side mirror. She now had an overbite, a unibrow, and a humpback. Put off by her altered appearance at first, Fili-Second shrugged and pulled herself up. “Ugly or not, I can still beat your booty!” She started charging for the woman but tripped over her own feet. “Whoa! Ah! Ugh! Bleh! What the heck! Must’ve stepped in a pothole. Let’s try that again! Haaa-ooof!!” Again, Fili-Second got her feet tangled up and belly flopped onto the asphalt. “Uh-oh…” She watched as the beauty thief sauntered down the street.

“Fili-Second!!” Matter-Horn shouted as she and Truncheon ran up to her. “We’re here to…whoa! I take it you got hit by her?” she said pointing to the woman.

Fili-Second grabbed onto a nearby car and used it to help herself up. “Yeah. And not just that, she’s way super strong. I think she’s like that giga-boobed lady from last time. Only, she actually fights.”

“Giga-boob…OH! You mean that one Love Bunny bimbo!” Truncheon said putting it together. “So, the more beauty she steals, the stronger she gets? Got it. Do you know how she did it?”

“Not really,” Fili-Second said shaking her head. “She just touched me and sucked it out through my mouth. It felt weird.” She took a few shaky steps while still gripping the side of the car.

Matter-Horn noticed this and said, “Did she also do something to your legs? Some kind of hex perhaps?”

“I don’t know. Maybe? My legs don’t feel any different, but every time I try to run, I end up falling over.”

“Alright, just rest a bit. Truncheon and I will handle this beauty stealing bimbo. Come help us when you feel better.” Fili-Second nodded and Matter-Horn turned to the direction the woman was heading. “Let’s go, Truncheon! Hopefully we can have this done before lunch!”

“Man, fighting hungry and sex drained? This is gonna be a lot of fun!”

The two heroes run down the street after the orange haired woman. Matter-Horn didn’t bother to wait or announce herself; she just launched a bolt of magic right at her. The blast hit her square in the back and she stumbled forward a bit. She recovered and spun around. Her face was twisted in a snarl but quickly turned to a coy expression. “Oh, what’s this? More heroes who want to stop me? And they’re more beautiful than that fatty!” She looked over Matter-Horn and Truncheon. “Mmm, yes. Such beauty, and quite a lot of it. Especially you!” The woman pointed a finger at Matter-Horn and licked her lips. “I bet your beauty will taste exquisite.” Her gem began to glow as she marched towards them.

“Okay, now she’s coming towards us,” Truncheon said pulling his staff out. “Any ideas?”

“Just one; ATTACK!!!”

Matter-Horn shot a blast of magic at the woman, who merely swatted it away with her hand. She responded in kind with her magic bolt. A beam of yellow energy came fast for the busty heroine. Matter-Horn leapt out of the way and the beam hit a car, leaving a large dent in it. “Whoa. Fili-Second wasn’t kidding. All that beauty seems to be making her super strong. Wonder how much she’s stolen?”

“At least a block’s worth!” Truncheon said as he aimed his staff at the woman. The tip glowed green and a fiery-green orb was fired.

The woman lazily backhanded the orb and gave them a devilish smirk. Her gem glowed and the woman vanished. Matter-Horn and Truncheon look around. They stand back-to-back hoping she won’t catch them off guard. The woman appeared in front of Matter-Horn and trapped her in a telekinetic hold. Matter-Horn tried to free herself, but the woman’s grip was too strong.

“My, my, what wonderful beauty you have,” she said pulling Matter-Horn closer. “I can’t wait to taste it.”

“As if I’ll let you!” Truncheon cried out realizing what was happening. He had spun around and was about to launch a volley of magic at the woman. Before he could do so, the woman flicked a finger at him. Truncheon found himself flying backwards and skidded along the asphalt. When he finally stopped moving, he looked up in horror to see Matter-Horn having her beauty stolen. “NO!!”

“AHAHAHA!!! WHAT MAGNIFICENT BEUATY!! I CAN FEEL IT FILLING MY VERY BEING!!!” the woman shouted as her body became exponentially more beautiful. She was practically radiating at this point. “I’ll be a goddess before long! Everyone in the world will bow to me and my beauty! And they will live in service to me!!”

Matter-Horn picked herself up and caught her reflection in a car window. She reoiled at seeing her large forehead, the numerous pimples covering her face, and her weak chin. “Whoa! I’m not one who focuses much on my looks, but damn! I look awful! Wait! Here too?” she looked down to see that her breasts were also lopsided. “Well, whatever. I don’t need my looks to stop this maniac! My magic’s still good! I’ll get them back after I beat her anyway.”

After examining herself for a moment longer, Matter-Horn turned to the beauty thief. She charged up her gem and shot a blast of magic at her. “HAH!! Taste magic, you thieving fiend!” However, her magic missed by a wide margin and fell a few feet in front of her. Matter-Horn made a face and tried again. The same thing happened. Her magic was like a hose that had no water pressure. “UGH!! What’s going on? It’s like my magic stifled by something! (gasp) No! It couldn’t be! Has my magic been affected by my stolen beauty?”

Meanwhile, in the library, Gloriosa, Timber and Party Favor were trying to explain what an Ourania was to Rarity. The woman was polite but it was clear that she thought they were just talking about some crazy sex stuff they saw online. She had a hard time believing her friends were a part of that, let alone herself. Sure, she was fabulous and could be considered a sex icon, but that was just a bunch of nonsense hippies liked to ramble about.

“I’m sorry, but I find all of that to be far too fantastical. If I were to be…one of them, wouldn’t I have noticed something by now?” Rarity said looking at the three of them.

“Not necessarily,” Timber said. “Depending on the environment you grew up in, you could go your entire life not knowing you had this power. It’s not that uncommon.”

“But…why now? Why would I start feeling this now?” she said giving them a skeptical look. “And why wouldn’t anyone do anything before?”

“There could be many reasons. We suspect your interactions with Twilight and the others slowly awakened your powers,” Party Favor said. “And now, this woman likely tapped into it unintentionally.”

“Plus, there was the orgy Twilight told us about,” Timber added.

“Oh, right. That definitely played a major part.”

“Orgy? What orgy? I was never involved in an orgy,” Rarity said in a confused tone.

“Ooh, well…you’ll have to ask Twilight about that…”

Rarity gave them a look and they both recoiled. There was something about the woman that instilled fear in them, and it wasn’t her diminished beauty.

Gloriosa rolled her eyes and moved behind Rarity. “We don’t have time to play twenty questions. It’ll be faster to just show her. Timber, Party, give me a hand with this.”

Timber and Party Favor nodded. They moved to either side of Rarity and waited for Gloriosa’s signal.

“Wait, what are you doing? What do you mean show me?” Rarity said frantically looking around. From her perspective, it looked like these three people she hardly knew were planning on doing something unspeakable to her. She started to stand up and tried to leave.

“We’re going to jumpstart your Ouranian powers,” Gloriosa said pushing Rarity back into the chair. She pulled aside the woman’s violet hair and pressed her hand to the back of her neck. “I know this sounds insane, and to a degree it is, but right now you need to trust us. Twilight and the others are going to need all the help they can get. Not just with this particular instance today, but with the villainess calling herself ‘Love Bunny’. Please, the city needs you.”

Rarity sat there in silence. She didn’t know what to say to any of this. It did sound insane. It sounded like something right out of an erotic comic book. How could any of this be real? Even with all the news reports over the last two months, it still seemed like someone’s fantasy. And yet deep down she knew it to be true. Perhaps she had known this whole time but chose to ignore it?

“Alright. What do I have to do?” Rarity finally said.

“Just relax and sit still,” Gloriosa said. “Let us handle the rest.” She looked up and nodded to Timber and Party.

The two Ouranium nodded back. They closed their eyes and clapped their hands together. All three focused their energy and proceeded to synchronize their wavelengths. Green, orange, and blue ribbons of energy filled the room. They coiled around Rarity like a cocoon of colorful light. Rarity began to feel something inside her build up. It was small at first but quickly grew. Like the feeling of an orgasm that was reaching its peak. Rarity’s gem glowed and she arched her back. She wanted nothing more than to pleasure herself but Gloriosa’s words echoed in her head and she kept her hands at her side.

Gloriosa kept focusing the energy as she reached deep within Rarity’s being. Even with three expert Ourania pouring as much magic as they could into the woman, she still had a difficult time grasping the Ourania essence. Whatever magic was used on Rarity seriously messed up the flow of her own energies. It was a good thing this was being taken care of now. Gloriosa didn’t want to think about what would happen to a pre-awakened Ourania going for a prolonged period of time in a similar situation.

As she continued working, Gloriosa heard the cute whimpers from Rarity. The woman was on the verge of climaxing. Her face was scrunched up and she moved her legs. Seeing this, Gloriosa got an idea. She reached around with her free hand and found Rarity’s pussy. Gloriosa fingered Rarity in the hopes that the sexual stimulation would help jumpstart her powers. “Come on. Come on! Just need to…there!”

“Oh. OH! AAAAAAHHH!!!!” Rarity threw her head back as her Ourania power was awakened.

Gloriosa, Timber, and Party Favor all stepped back and watched. They shielded their eyes as Rarity’s body began to shine with a brilliant light.

“Goddess! Why’s she so bright?” Party said unable to even look at her. “I don’ think I’ve seen an awakening like this!”

“Her connection is that strong!” Gloriosa said. “I imagine what the beauty thief stole from her was a superficial façade she had created! Ironically, doing so gave Rarity’s Ourania essence the push it needed.”

Rarity was wrapped in a brilliant blue light. She felt waves of pleasure wash over her as she transformed. It was beyond the best orgasm she ever had. Rarity wrapped her arms around herself. She wanted this feeling to last forever. Finally, the light died down and the fully awakened Rarity stood before them.

“Is that the same woman?” Party said in disbelief. “Well, I guess Twilight and Pinkie have similarly drastic transformations. So, it’s not too unbelievable.”

Gloriosa took a moment to look over Rarity. She was impressed at what she had become. She also saw Rarity was still reeling from the massive release of sexual energy. Gloriosa ran over and grabbed the woman’s shoulders. “Rarity. You need to focus. I know it’s a lot to deal with all at once, but right now you need to help Twilight and the others.”

Rarity shook her head and regained her composure. “Right! That evil bitch who steals beauty! She must be stopped!” she cried out. “For beauty everywhere! I will bring her to justice!”

The beauty thief was floating in midair suspended by her own magic. She had Truncheon in her telekinetic grasp and was teasing him. A part of her just wanted to siphon his beauty as she did with the rest, but another part told her to hold off doing that. She examined him with a stern eye. “You are quite cute. Even with that ridiculous mask on,” she said. The woman caressed his cheek and moved her hand down his torso. “It’d be such a waste to take your beauty. Especially since I can feel something so wonderful here!” she stopped at his crotch and grabbed his bulge. “What are you hiding here? Won’t you let me see?” Without waiting for an answer, she slipped her hand down his pants.

“UNHAND THAT DASHING MAN, YOU HARLOT!!!” a woman’s voice rang through the street.

“What?! Who goes there?” the woman looked around for the person who said that.

Something flew through the air and smacked the woman in the face. She recoiled from the hit and dropped Truncheon. He fell to the street and braced himself for impact. However, instead of colliding with the asphalt, he found himself landing on something soft. Truncheon opened his eyes on top of a pair of gigantic glowing blue…breasts?

“What…?” Truncheon looked around and spotted someone walking towards them. He rubbed his eyes and took another look. “No way. It can’t be!”

Matter-Horn and Fili-Second both hobbled along the street and saw the newcomer approaching. They stared in disbelief at the person who just arrived.

“Isn’t that?” Matter-Horn said.

“Yes! She’s finally here!” Fili-Second said excitedly.

The woman finally recovered and tried to find who or what hit her. “Alright! Who would dare hit me?! Who would tarnish my absolute beauty?!”

“I would dare!!” Rarity cried out. She strutted down the street with a sultry walk. The three heroes looked at her in awe. Rarity had transformed much like Twilight and Pinkie. She wore a skintight suit that hugged her massive breasts and wide hips. Her violet hair was now a giant flowing mane that was styled in luxurious curls and was adorned with numerous gemstones. Rarity began undulated her body in a provocative dance. Her breasts jiggled and her hips swayed hypnotically. Everyone watching became entranced. Finally, she stopped and struck a pose. “Behold the city’s newest hero! Bask in my glory for I am Radiance, the shining beauty!”

The beauty thief just stared at her in abject disgust. While she was distracted, Matter-Horn and Fili-Second stumbled over to Radiance.

“Raar-adiance! Is that you?” Matter-Horn said looking over her friend.

“Indeed, it is. And…ooh, oh my. You are quite a sight. Both of you,” Radiance said getting a look at them.

“Yeah, that’s what this crazy woman’s been doing!” Fili-Second said. “It somehow messes with our powers!”

“We were just about out of options until you showed up. Speaking of which, how are you here? And like this?”

“Isn’t it wonderful? I can’t believe you’ve been doing this for a while now?” Radiance said sidling up to her. “I feel so fabulous. And check this out…” Radiance’s gem glowed and a blue teapot construct materialized. “I can just do this now! Whatever I imagine, I can make! Need a hand? How about five?” she manifested half a dozen hands with her power.

“Huh? I guess that’s how your power took shape? Quite literally,” Matter-Horn said. “Well, anyway, now you’re our best hope against this bimbo!”

Radiance turned to face the beauty thief. “Oh, right. You’re here!” she said angrily. “Wait here. I’ll deal with this bitch.” Radiance strutted down the street to the beauty thief. She approached Truncheon, who was still sitting on the breasts. With a wave of her hand the giant breasts disappeared.

Truncheon fell to the street and landed next to Radiance. He looked up at her unable to form cohesive sentences. “Are you…you that…the um…our…?”

“Yes, darling. I am,” she said pressing up against him. “Don’t worry. You just stay back and let me handle this. I have some unfinished business to take care of.”

Truncheon just nodded as he watched her approach the villainess.

Radiance stopped in front of the woman and put her hands on her hips. “Alright, we can do this the easy way or the hard way. It’s your choice, but I do hope you choose the hard way! I very much want to punish you!”

The beauty thief shook her head and laughed. “Hah! You punish me? What utter nonsense! Wait a minute…” the woman moved closer to Radiance and got a better look. “I remember you! You’re that woman I stole the beauty from this morning. I must say, you tasted amazing!”

“Why thank you! I do pride myself on my beauty!”

“Yes, but how did you get your beauty back? Better yet, how are you more beautiful than before?” the woman looked over Radiance trying to figure out how she could have restored her stolen beauty.

“It’s simple, really! I possess true beauty! And that’s something that can’t be easily stolen!” she said moving her body around seductively.

“Oh, brother…” Matter-Horn groaned hearing Radiance.

“YEAH!!! Go, Radiance!!” Fili-Second cheered from the side.

“True beauty? HAH!! If that is true, then I’ll enjoy stealing this ‘true beauty’ of yours,” the beauty thief cackled. Her gem began to glow as she closed in on Radiance. “I wonder what it’ll taste like? Will it be more of the same, sweeter, or perhaps a refined taste? Like a fine wine!”

The beauty thief flew towards Radiance with a manic look in her eyes. She was eager, no hungry, for more beauty. Her hunger for beauty was bottomless even after spending the morning siphoning it from countless people. Now, the prospect of not only stealing the beauty from this woman again, but enhanced beauty, made her quiver with anticipation. With arms outstretched, she was ready to claim what was rightfully hers. “YOUR BEAUTY IS MIIIIINE!!!!”

Radiance gave the woman a bemused look as she flew right at her. When the woman was inches away from her, Radiance lifted her hand and smacked the woman across the face. The woman flailed about and crashed into a traffic light. She untangled herself from the wreckage and caught a glimpse of her reflection. Her hair was a mess and a red mark started forming on her face. “AGH!! This can’t be happening! Not once, but twice you dare touch my spectacular face!” she snarled spinning around to face Radiance. “You skank!!”

“Feh! As if I’d let you touch me!” Radiance said flipping her hair in a fabulous flourish. “Who knows where those filthy hands of yours have been? You’ve been all over the city!”

“BITCH!!!”

The woman flew at Radiance again, teeth gnashing. She shot a bolt of magic at her, to which Radiance easily backflipped out of the way. Radiance then began delivering a series of punches enhanced with her magic. For the final blow, she summoned a giant hand that smacked the beauty thief to the ground.

“Had enough? Or do you want more punishment?” the fabulous heroine said stomping her platform heel on the ground to punctuate her question.

With a bit of effort, the beauty thief managed to pick herself up. She was battered and bruised, and didn’t enjoy the humiliation. “Grrr!! I will have your beauty!!!” the woman shrieked and flung herself at Radiance. Her mouth was wide open, ready to suck all that sweet beauty from this wretched woman. However, that was stopped short. “Mmmph!?” The beauty thief suddenly found a ball gag lodged inside her mouth. She tried to pull it out but it wouldn’t budge.

“Honestly! Did you really think I’d fall for something like that?” Radiance said shaking her head. “I suppose I’ll have to simply punish you.”

The beauty thief looked up and noticed the glowing stockade. She panicked and tried to flee. However, the chains on the stockade grabbed her and strapped her in. She started to weep as she was locked in. Face down, ass up.

“Oh, my. Don’t you look positively gorgeous chained up like that?” Radiance teased. She walked along the stockade, one of her delicate hands stroking the curve of the woman’s back. “You do look kinda cute like this. Maybe you should consider this look?” She knelt down in front of the woman and lifted her head up. “It’s too late for crocodile tears, darling. You’ve been very naughty, and it’s time for your punishment!” Radiance stood up and put a finger to her mouth. “Now, how shall I punish you? Oh, yes. I do believe the most appropriate way to punish naughty girls is with a spanking!”

With a snap of he fingers, Radiance summoned a large paddle. She grasped it and spun it around in a flourish. The beauty thief saw the paddle and began struggling against her restraints. Tears streamed down her face as she watched Radiance disappear from her sight. Radiance stood behind the woman and eyed her plump ass. She watched it squirm and smirked. “My, my, what a lovely derrière you have. Let’s see how red we can get it!” she said giving it a playful smack.

Radiance gripped the paddle and lined it up with the woman’s butt. After a moment of preparation, she reared back and began mercilessly spanking the woman.

SMACK!! SMACK!! SMACK!!

The sound of paddle slapping supple skin reverberated throughout the street. The woman’s ass jiggled with every spank and her body shuddered. Muffled weeps could be heard from her as she endured the punishment.

SMACK!! SMACK!! SMACK!!

Several meters away, Matter-Horn and Fili-Second were dumbstruck by the violent display from their friend. Even Truncheon, who would normally consider something like this rather hot, was a bit disturbed. Who knew Rarity had such a side hidden within her?

SMACK!! SMACK!! SMACK!!

“Phew! I think we’re just about done here!” Radiance said wiping her brow. Despite the rigorous spanking she just delivered, Radiance still looked pristine and fabulous. “One more swing ought to do the trick!”

SMAAACK!!!!

With the final blow, the ball gag popped out of the woman’s mouth. She let out a choked scream as her body was wracked with both pain and pleasure. Her eyes rolled back and her tongue hung out of her mouth. She slumped in the stockade and her body began to glow. Several orbs of light shot out of her. The beauties she had stolen from people. They flew across the city, returning to their rightful places. Radiance had an orb fly into her, but she saw no noticeable difference.

Matter-Horn and Fili-Second had their beauty restored and they felt their powers return. Ecstatic at this, Matter-Horn lifted up several cars at once and Fili-Second ran up and down the block.

“Ah, it feels good to be back to normal!” Matter-Horn said carefully setting the vehicles back down.

Fili-Second stopped next to her and said, “I know what you mean. Even just running normally is great!” She jogged in place showing off her ability. “Come on! Let’s go!” she said racing over to Radiance.

Matter-Horn nodded and followed her.

As the woman’s body stopped glowing, Radiance removed the stockade. The energy dissipated and she collapsed to the street. The woman returned to normal and she groaned in a heap. Radiance stared at the woman curiously but did nothing. Matter-Horn rushed over and carefully turned her onto her back. She looked much like she did before, but far less endowed and her clothes weren’t nearly as revealing. The woman stirred and started to sit up.

“Ooooh, what happened? Why am I so tired? Why am I in the middle of the street? And why does my ass sting so much?” she asked looking around. “Who on earth are you?”

Matter-Horn offered the woman a hand and helped her up. “I am the superhero Matter-Horn. These are my partners Fili-Second.”

“Hiya!” the plump speedster said waving energetically.

“Truncheon.”

The young man joined the group and kept staring at Radiance. “Uh…hi…”

“And finally, this is…”

“I am the shining beauty of Maretropolis, Radiance!” she said with a flourish. “I am the one who saved you!”

“Saved me? I don’t understand? What’s going on?” the woman said looking at all of them.

“That’s what we were hoping you could tell us,” Matter-Horn said. “Who are you and why were you stealing people’s beauty?”

The woman rubbed her head and said, “My name is Sassy Saddles. I was going to apply to work at the Rarity for You boutique.”

Hearing this, Radiance perked up and stepped closer. “Oh? You came to work at my-I mean that fashionable woman’s fabulous boutique? Please, do go on.”

Sassy leaned away from Radiance and continued. “Well, like I said, I was going to apply to work for her. I was so nervous that I couldn’t sleep. So, I went for a walk. Then I blacked out. Next thing I knew I was waking up here with you guys standing over me. Wait, you said I was stealing people’s beauty? I hope I didn’t cause trouble!”

“You did cause a lot of undue stress for plenty of people,” Radiance said with a scowl. She saw Matter-Horn’s disapproving face and quickly followed with, “But thanks to our efforts, everyone is back to normal.”

“Phew, that’s good to hear,” Sassy said with a sigh. “Thanks for saving me. I’ll always remember the kindness of-“

“Radiance! The shining beauty!” she said again, striking a pose. “And darling, don’t worry about the mental trauma you caused that sensational Rarity. I’m sure if you go to her shop tomorrow when it’s open and explain everything, she’ll see it in her generous heart to forgive you. She may even give you that job you want.”

Sassy Saddles mood brightened hearing this. “Really? You think so?”

“Absolutely.”

“Riiiight, well, we should probably be going now,” Matter-Horn said taking Radiance’s hand. “You take care now, and…stay out of trouble.” She pointed to Sassy Saddles.

With a flash the four superheroes vanished.

In the sub-basement of the Old Maretropolis Library, Celestia was delighted to welcome Rarity to their operation. She was impressed with how easily Rarity took to her new Ourania powers and her transformed state.

“This make three now. I’m so excited!” Celestia said bouncing in her orb. “Watching young people develop their power is always so much fun.”

With her powers awakened, Rarity was now more endowed than before. Her shirt no longer fit her properly and she had a few buttons undone, revealing her ample cleavage. “I must say, I never would have guessed that this was all beneath the library. But this explains why you three have been acting so peculiar. You’ve been the city’s heroes. Ooh, this is so exciting! I can’t wait to get out there and kick some ass!”

“Yeah! It’s so great being a superhero!” Pinkie said hugging Rarity. “I’ve always known there was something special about you. I could just feel it!”

“But of course, darling. After all, I am the fabulous Rarity,” she said flipping her hair.

“That’s all well and good, but we still have a problem,” Twilight said. Everyone turned to her. “How did Sassy Saddles change like that? It clearly wasn’t natural. Was is Love Bunny? Or is there another threat we have to deal with?”

They all went quiet as they thought over the events that just happened. It was too early to tell who or what was behind the woman’s transformation. Or why she had the power to steal beauty from people.

“Let’s worry about that later,” Spike said. He had been off to the side and remained quiet. Seeing Rarity with her new and improved look had his mind going crazy. While everyone else was talking, he had been texting Lily. “Our priority right now is Love Bunny. We need to find a way to stop her. Whatever happened with that woman can wait.”

“Well said, Spike,” Rarity said strutting over to him. She took his arm and pressed it between her breasts. “Why tear our hair out over this new problem? We still have this Love Bunny you’ve told me about. Let’s focus our attention on her.”

“Uh, thanks,” Spike said. He tried not to stare at her boobs.

“Oh, right, that reminds me, Spike. It’s about your outfit. It’s not good.” She made a face as if to say ‘I’m embarrassed to be seen with you.

Spike gave her a look and shrugged. “I’m…sorry? It’s not like there’s a superhero costume store I can just shop from.”

“Well, worry not, darling. For I, Rarity, will tailor you a proper suit. One that will show the world you are in fact a superhero!”

“Really? Thanks! I don’t know what to say.”

“You don’t have to say anything. But I couldn’t have you go out looking…like that anymore.”

“Alright, thank you!” Spike said and hugged her. He held her for a moment before realizing who he was hugging. Spike quickly pulled away and cleared his throat. “Ahem. Right. Thank you.”

“Of course. Well, I have to go. I still have a dress order that needs to be finished,” Rarity said looking at the time. She turned and walked to the elevator. “Oh dear, I’ll be working until late tonight.”

“Here, let me walk you out,” Spike said following her.

“Thank you, Spike. That’s so thoughtful. By the way, who were you texting earlier?”

“Oh, um…just some friends…”

“Was it those girls we met at the library’s re-opening?” she said giving him a coy look.

As the elevator door closed, Twilight stood still and sighed. She folded her arms and made her ‘I’m thinking’ face.

“Something wrong, Twilight?” Pinkie said bouncing over to her.

“I don’t know. This whole business with Sassy Saddles bothers me,” she said. Twilight turned to the computer and looked at the paused news footage. Sassy Saddles was on the screen in the middle of stealing someone’s beauty. “I just don’t know why?”

“Twilight, don’t worry yourself too much about that,” Celestia said. “Right now, Love Bunny is our top priority. If you stress yourself about every little thing, you won’t get anything done.”

“I guess you’re right. It just feels like something important we’re missing.”

Meanwhile, in Love Bunny’s throne room. Jet Set was prostrating himself before the bimbo queen.

“Forgive me, mistress. It would seem my experiment was a failure,” he pleaded with her. “Not only was that hero able to stop my project, she now has another helping her.”

“You have nothing to apologize for, my pet,” Love Bunny said. She examined a solid rose gold arrow that Jet Set had forged. “You wanted to try something and we have our results. You did say it was only a prototype. So, there’s no need to fret over this.”

“Mistress, you’re too kind.”

“You show ambition, Jet Set, and ingenuity. And I appreciate that. Yes, we now have another pest to deal with, but I think the data we gathered from this little experiment has proven very valuable. Your effort may not have proven fruitful this time, but I’m certain we can yield something greater in the future.”

“The…future? You mean you wish to use this?”

“But of course. We may be able to use this against that nuisance Matter-Horn.” She levitated the arrow out of her hand and sent it to Jet Set. “For now, focus on forging more idols. We are very close to achieving my goals.”

“Of course, Mistress. I’ll get right on that.” Jet Set bowed and left the room.

Love Bunny turned around and faced the monitors. She watched the footage of Matter-Horn and her team. The titanic titwillow frowned. “I may need to call them in.”

Author's Note

Alright, finally finished this chapter. And we have Rarity joining the fight.

So, i actually had this idea for Rarity's transformation in mind for a while now. Probably three or so years. Can't believe I finally got to it!

We have our heroes training their powers. I figured it'd be good to show that off once and a while. Party Favor seemed like a natural choice for Pinkie. What are your thoughts? Twilight's been improving and showing willingness to try new things now. It also looks like Spike has gotten better too.

With regards to Sassy Saddles the beauty thief. Well, i figured it wouldn't make too much sense if Twilight and the others couldn't beat her if they were simply ugly. So, having their powers stifled was the obvious solution. And Saddles only grew more powerful with every beauty she stole. Rarity is simply too fabulous to have her beauty stolen from her.

Now, I know Radiance's magic was pink in the show, but I think blue fits better with Rarity and her overall color scheme. Also I've been playing Bayonetta as of late. And that has influenced me. So, Rarity's fighting style here will be similar to Bayo's. Obviously minus the gun part. But with Radiance based off Green Lantern, I figured the magic constructs works well with Bayo's magic.

And finally, Love Bunny was of course behind it. This is a whole thing I've got planned. So, while it won't make an appearance any time soon, you can be sure to see it again in the story.

Alright, that's all for now. Thanks for taking the time to read this chapter. Be sure to tell me what you liked, what you didn't like and what needs improvement.