Fluttershy sat on her throne and basked in the glory surrounding her. The lighting was a soft pink and the air was perfumed. On either side were several muscular men, wearing very little. A few women also stood throughout the room. They wore string bikinis that barely covered up. Fluttershy herself had on sheer fabrics and gold chains that were loosely wrapped around her curvaceous figure. Her breasts were exposed and her nipples were erect. In her delicate hands was a long, thick dildo that she was coating with generous amounts of lube. She took one hand and slowly rubbed it up and down the phallus, ensuring the lube thoroughly coated it. Fluttershy’s pussy twitched as she did this. She ached for the dildo to be plunged into her wet sex. To be filled and satisfied.

As she did this, two naked, burly men were flexing before her. They were both erect, with impressive manhoods, their bodies glistening in the light. The two men were in competition to join Fluttershy’s harem. Whoever could impress her with their displays would be allowed to join. In truth, she would want both of them. The thought of taking both at once further excited her. However, she knew that the exclusivity of her group is what made people so eager to join. Even getting just this far required a long, arduous series of tests. Fluttershy couldn’t have just anyone join her harem.

“Choose me, mistress,” one of the men called out as he turned away and showed off his perfectly chiseled trapezoids.

“No! Choose me!” the other guy said. He stretched his body and showed off ab muscles that you could grind meat on.

Fluttershy watched them as she prepared her dildo. It was a fun past time of hers. Pleasuring herself to the auditioning men. With the dildo properly lubed up, she pressed it against her labia. She stroked it up and down, teasing herself. Fluttershy’s eyes were hungry for the man meat in front of her. It was almost cruel to her. She wanted to gobble them up this instant. Her vagina twitched as she continued her own foreplay.

“I’m going to start masturbating,” she announced to the two competing men. “When I reach my orgasm, I will have come to a decision. You will know who gets to join my harem.”

Hearing this, the two men doubled their efforts. One of them started doing push-ups, which quickly turned into hand stand push-ups. The other guy ran across the room and started lifting things up. He threw heavy objects onto a nearby bench and used that.

Fluttershy chuckled to herself and plunged the dildo into her waiting snatch. The room was filled with sounds of the two men grunting and Fluttershy pleasuring herself. The busty mistress fervently thrust the dildo in and out of her vagina. It was an incredible feeling. The stiff silicone sliding inside her. The display of men flexing before her. Fluttershy could feel the orgasm building. She craved this sensation. The time before the actual climax. Not that she didn’t appreciate a good orgasm, rather, the anticipation of it was the thing she loved.

After a few moments of masturbating, Fluttershy’s breasts started to leak milk. It was just a small dribble at first, but soon the white nectar was flowing from her mammaries. She snapped her fingers and two of her servants hurried over with bowls. They held them beneath their mistress’s breasts and collected the sweet milk. Fluttershy knew how valuable her breast milk was and would bottle it for sale. She saw her servants eagerly stare at the filling bowls and purred. It was cute how much they wanted of her.

As Fluttershy was nearing her climax, the doors to the room flew open. A newcomer barged in and everyone stopped what they were doing. It was a man, tall and muscular. He was completely naked and walked in like he owned the place. His body was like a slab of marble that was chiseled into the shape of a man. Above everything else, his cock was erect. It was an impressive length and girth that even Fluttershy blushed a little at it. Seeing this man’s phallus made her desperate for it.

The two men who were competing snapped out of their daze and approached the man. They were angered that their sacred performance was interrupted by some upstart who believed he could just waltz into Fluttershy’s inner sanctum.

“Just who do you think you are?” one of them said raising his voice. “This isn’t just someplace you can barge in.”

“We’re currently in the middle of an important ceremony,” the other added. “So, kindly take yourself outside now!”

They both reached up to stop the newcomer, but he just brushed them aside easily. The two men flew several feet from the sheer force. The room was stunned and waited with bated breath.

“Why settle for such lesser specimen when you can have the finest in the land?” the man finally said as he approached the throne.

‘That voice. I know that voice,’ Fluttershy thought to herself. As the man drew closer, she was able to clearly make out who it was. “Spike?!”

“That’s right!” he said stopping in front of Fluttershy.

It was indeed Spike. The younger brother to her friend. But when did he become such a hunk? Fluttershy’s mind went wild as she looked him over. She thoroughly feasted on him with her eyes, taking in every tiny detail. From the sweat the trickled down his pecs, to the way he minutely flexed his biceps to make them bulge. Not to mention, of course, his cock. Seeing all this before her, Fluttershy’s pussy tightened around the dildo. She wanted that inside her.

“…That’s very nice, Spike,” she finally said regaining her composure. “But can you show us why you should be chosen over the others?”

“But of course,” he said with a confident smile.

Spike rolled his neck, the popping of his joints could be heard, and he struck a pose. It was a simple one, but incredibly effective. The women in the room swooned and the men recoiled. Spike was simply too much for them to handle. Fluttershy herself was doing her best to keep calm. She waved to servants collecting her breast milk off and climbed down from her throne. The dildo slid out from her snatch and flopped onto the floor. The nearest servant quickly snatched it up and eagerly licked her feminine juices off it.

Fluttershy glided over to Spike. Her vaginal fluids ran down her plump thighs and breast milk spilled onto the floor. She didn’t care, the only thing she wanted was to have all of Spike to herself. To straddle his cock and ride him for days. There was nothing else that mattered. Her vagina trembled as she got closer to him.

“So, Spike? Do you think you’ve impressed me enough?” she said coyly. Fluttershy leaned forward a bit and pressed her breasts together.

Spike stopped flexing and moved closer to her. “I know I have,” he said confidently. The two were less than a foot away and Spike towered over Fluttershy. He was nearly a foot taller than her and his muscular body exaggerated their size difference. Fluttershy could barely contain herself. She desperately wanted to jump him and fuck his brains out. But she resisted the urge and let the anticipation build. She wanted that moment of their union to be absolute bliss.

“Well, I have to say that I am thoroughly impressed,” she said reaching a hand up to him. “You’ve proved to be more than enough. Far exceeding expectations, in fact. Now, let’s see how well you handle me?” She was just about to place a hand to his abs when…

BEEP!!! BEEP!!! BEEP!!! BEEP!!!

“Huh?! What’s going on?!”

Fluttershy woke up in her apartment. She was tangled in her sheets and drenched in sweat. Her alarm clock had just gone off and she bolted upright in her bed. Light peaked through her curtains and she blinked sleep from her eyes. She untangled herself from her sheets and found the dildo Pinkie had loaned to her. Not to mention the sheets were soaked. Fluttershy picked up the dildo and sighed. “I need to stop playing with myself right before bed. I had another one of those dreams,” she said climbing out of bed. She pulled the sheets off and stuffed them in the hamper.

Still feeling hot and icky from the wet dream she had, Fluttershy decided to take a quick cold shower. The icy water gave her a shock and she was awake. She stood under the shower head and let the water cascade down her curvy body. The busty avian ran her hands through her long tresses as she tried to cool herself off, but the images from her dream crept back into her mind. She wrapped her arms around her breasts and gave them a squeeze. “Ooh, why do I keep having those dreams? Am I really just a pervert?” she said to herself. Fluttershy groped herself, pinching her nipples. “If it isn’t Spike I dream about, it’s Big Mac, or sometimes Bulk Biceps. They’re always so big and muscly. With such big…” she stopped herself from saying that last word. Fluttershy moved a hand from her breast and down to her pussy. She rubbed her labia as she remembered her dream. “Ooh! What’s wrong with me? Why do I keep fantasizing about these big muscly men? And them having their…having their…”

Fluttershy looked down and saw that she was fervently fingering herself. She had two fingers working her vagina while her other hand was twisting her nipple. The cold shower practically had no affect on her now. She moaned softly as her legs started to quiver. Fluttershy spotted the dildo she kept in the shower and bit her lip. She only really had it for those emergency urges, which were becoming more frequent. After a moment of deliberating, Fluttershy grabbed the dildo off the shelf.

“Well, a quick one couldn’t hurt?”

“Ah! Nothing like shopping for a new wardrobe!” Rarity exclaimed as she stepped out of the dressing room. She was wearing an elegant dress and posing as if she was doing a photo shoot.

Since the awakening had enhanced her assets, Rarity’s clothes no longer fit. Her breasts and butt became truly bodacious, turning her into an absolute goddess. Even Celestia was impressed with Rarity’s transformation. However, Rarity quickly found she couldn’t wear her old clothes anymore. She tried to for a few days, squeezing into blouses and skirts that were already fairly tight on her. But things came to a head when a button on one of her tops popped off during a dress fitting and hit the model in the eye. Rarity was dismayed at first, but the prospect of trying on a lot of new clothes brightened her mood. So, she took the following day off and went shopping.

“Well, what do you think?” Rarity said turning to her friends.

Twilight, Pinkie and Spike were standing outside the dressing room. Rarity had brought them along to give their input on the outfits she picked out, but in truth, they were there to carry everything she purchased. Which turned out to be a lot. It had only been a few hours since they started but Rarity had already bought a complete wardrobe’s worth of clothing. She dragged them all throughout the clothing departments, tossing every box, bag, and tote to them.

“You look good, Rarity,” Twilight said in an annoyed tone. The psion had her arms folded and impatiently tapped her foot. It was her day off and she wasn’t too happy she was now spending it like this. She was carrying her load with magic, wishing she was training instead.

“Yeah, you’re like a big flower!” Pinkie said emphatically. She too was loaded with a fair amount of baggage, but didn’t seem to perturbed by it. Given that she literally juggled a lot at her job, this was a cakewalk to her. Plus, spending time with her friends was always a good thing. “You’re so bright and colorful. It almost hurts to look at.”

“Excellent. That’s that vibe I was going for,” Rarity said twirling around. She turned to Spike and said, “Spike? What do you think?”

Next to Twilight and Pinkie was a mountain of boxes. Rarity’s gem glowed and a portion of them slid apart, revealing Spike. His face poked through the pile like a gopher sticking its head out. He was standing perfectly still so as not to disturb the delicate balance of the boxes he was carrying. Spike was carrying a majority of the goods Rarity had purchased. Despite how heavy it was, Spike didn’t seem bothered at all.

“What’s up, Rarity? It’s kinda hard to hear through all this,” he said.

“I wanted to know what you thought of this dress?” Rarity said twirling around. “Do you like it? It’s not too much, or maybe it’s not enough?”

Spike looked at Rarity as she posed for him. He wasn’t sure what to make of the dress she was wearing. It was bright and poofy, and certainly a dress. Spike wasn’t really sure what to make of it. For the most part, he was just trying not to blatantly stare at her cleavage. Which only became harder with her awakening. Rarity chose outfits that showed off her ample assets, eager to show the world that she was a ‘whole new woman’.

“Well, Spike? I’m waiting.”

“Um, you look good, Rarity,” Spike said quickly. “It really brings out your…eyes. Yeah. And uh…it…has a nice shape?”

Rarity looked at him for a moment as if scrutinizing his compliments. She then smiled and patted him on the head. “Alright, let’s head over to the register so I can purchase this haul,” Rarity said returning to the changing room. “Why don’t we do lunch after that? Then we can continue shopping.”

As Rarity changed, Twilight groaned inwardly. She looked at all the bags they were already lugging around and shook her head. “Are you sure you need more, Rarity? You’ve already got more clothes than I ever owned.”

“Of course, I do, darling,” Rarity said from the changing room. “Now, I have to put together fall and winter wardrobes. This was only for spring and summer.”

“Well, why did we have to be your pack mules? Don’t you have a boyfriend who can do this kind of thing?”

“Blueblood said he had some business meeting to attend to. Said it was very important.” The door swung open and Rarity stepped out wearing one of her new outfits. “Besides, once I’ve finished shopping, I’ll have the store ship it to my apartment. Just bear with it a little longer, please?”

“No problem, Rarity. I can carry as much as you need,” Spike said enthusiastically.

“Thank you, Spikey-wikey. You truly are a gentleman,” she said giving him a warm smile. She then turned and headed toward the food court. "Alright, let’s go, darlings. The sooner we eat, the sooner I can get back to shopping.” Rarity glided through the department store gracefully. Stiletto heels clicking with every step. Spike quickly followed her, eager to please the fashionista.

Twilight rolled her eyes and followed behind them. Pinkie bounced beside her, the boxes she carried precariously balanced in her arms.

“It’s a shame Rarity’s boyfriend couldn’t make it,” Pinkie said. “He’s missing out on all the beautiful outfits she’s trying on.”

“Uh, yeah. It sure is a shame. Honestly, it’s weird that he always has something work related come up for these things,” Twilight said.

Fluttershy ate lunch in her office at the veterinarian clinic. She was still thinking about the dream she had this morning and the desperate itch she felt between her legs. The pink-haired avian couldn’t get those images out of her head no matter what she did. Fluttershy tried to distract herself with as much busy work at the clinic she could think of but to no avail. Nearly everything she did seemed to remind her of the hulking, naked men flexing before her.

She cleaned test tubes and found herself sucking on them. She reorganized the supplies closet and the sound of plastic containers being opened was like the sound of supple flesh being smacked. Even if she did nothing, Fluttershy’s mind would invariably float back to that dream. Fluttershy was in such a state that her nipples were sensitive and any little touch sent shivers of pleasure down her spine. It was times like this she was grateful she wore such thick shirts, otherwise it’d look like she was smuggling grapes.

“…Phooey…” she groaned as she picked at her fruit salad. Fluttershy wanted badly to help this problem of hers, but she knew the instant she started someone would barge in. It happened a few years ago when she thought she was alone in the office and the elderly cleaning lady caught her fingering herself. Thankfully, the woman just looked the other way.

There was a knock at the door and a man’s voice said, “Is something the matter, Dr. Papillon?”

Fluttershy looked up. Standing there was the male intern. He was a few years younger than her and had a bit of a muscular build. Fluttershy caught herself staring at him more than once and tried to stop it.

“Mmm, no. Nothing at all,” she said shaking her head. “Why do you ask?”

“It’s just…you’ve been poking at your food for sometime now staring at the wall. Wasn’t sure if there was something on your mind?” he said walking closer to her. “I said your name a few times and you didn’t respond.”

“Oh…uh…I’m just a little…distracted is all,” Fluttershy said putting her uneaten lunch away. She blushed a bit that her own daydreaming was affecting her. “Was there something you needed?”

“Right,” he said handing her a clipboard. “Dr. Fauna wanted you to sign this document. Approval for surgery.”

Fluttershy took the clipboard and looked over the form. She sighed as the intrusive thoughts continued to invade her mind. After a minute of reading and rereading the form, she eventually signed it, satisfied that it was in order.

“There. Anything else?” she said handing it back to him.

“No, that’s it,” he said. The intern looked at her and furrowed his brow. “You sure nothing’s the matter?”

“Like I said, I’m fine. I’m just ready for this day to be over so I can go home and…unwind.”

“I must say, this change has been positively wonderful,” Rarity said. She raised a fork to her mouth and took a delicate bite of salad

The four of them sat in the mall’s food court. Pinkie had a tremendous amount of food on her tray and ate it with energetic aplomb; Twilight and Spike both just had burgers and fries; and Rarity had a cobb salad that she ate elegantly. Rarity had a huge pile of boxes and bags surrounding her that made it seem as if she was hoarding everything in the store. Some people who passed slowed down and did a double take at the purchased goods. Others briefly gawked at the three beauties sitting in the food court.

“My skin is supple and silky, and I don’t even need moisturizers. My hair is so glossy and voluminous,” Rarity said showing off her bare arms and flipping her hair. She pushed her chest out to emphasize her enhance bust. “Plus, my boobs and ass have gotten much bigger. I didn’t even need to go under the knife for it…not that I would…I’ve gotten so many looks and comments from men and women. I feel like an absolute goddess.”

“Tch, good for you,” Twilight murmured as she sucked down her beverage. It was rather irksome that Rarity was taking to her new life so easily. Twilight had only recently gotten used to the cantaloupes taped to her chest. Still, even though it’s been a few months, Twilight had a hard time thinking about life without them.

“Yup! It’s super great!” Pinkie said loudly. She had sauce and grease all over her mouth and some on her chest. The pile of food was almost completely devoured with only an extra-large fries and milkshake to go. “My booty’s turned so many heads I practically hear necks snap. It’s kinda funny, really.”

Sitting next to Rarity, Spike had been relatively quiet the whole time. He was largely focused on the beauty before him. The one he didn’t think could get any sexier, then did. Spike blatantly stared at her chest while he ate. Slowly chewing his food and not even noticing a blob of ketchup was clinging to his cheek. He was so engrossed with this goddess and the pure beauty she radiated that he didn’t even realize she was talking to him.

“…Spike? I asked if you had any thoughts on where we should go next?” Rarity said leaning closer to him.

“Huh?” he said shaking his head.

“Oh, dear me. Look at you. Such a mess,” she said noticing the ketchup on his face. Rarity licked a napkin corner and quickly wiped the sauce off Spike’s cheek. “There, now, you look respectable.”

“Um…thanks…” Spike said finishing his burger. ‘I’ll never wash this cheek again,’ he thought to himself.

“I’ll ask again; do you have any thoughts on where we should go next?” Rarity leaned in closer again. Her ample cleavage looked as though it would spill out at any moment. “Buying a new wardrobe isn’t as easy as one might think. You have to consider every possibility. Anything could turn into a fashion crisis.”

“Um…”

Spike did his best to look Rarity in the eyes and not at her breasts. The fashionista made this incredibly hard with the way she presented herself. Her outfits were practically designed to draw the eye either towards her chest or backside. Spike swallowed and tried to stall for time. He resisted the urge to recommend they head to the underwear store next. Besides, he already knew she was going to visit Mistmane for custom-tailored undergarments. Spike briefly considered a ‘visit’ to Lily and Inky as an excuse to go along with her.

“Well, Spike?”

Before he could answer, their warp medals all began to vibrate. Twilight’s earrings, Spike’s ring, Pinkie’s bracelet, and now Rarity’s necklace. The colored gems flashed as they looked at each other. Moreover, they all could feel the disturbance. All but Rarity stood up and grabbed their trash.

{I take it you noticed that?} Raven’s voice sounded in their heads.

“Yeah, our warp medals all went off at the same time,” Twilight said dumping her burger wrapper into the trashcan. “It must be near too. We can feel it in the mall.”

“Yeppers!” Pinkie said dashing next to Twilight. “It was like…FWOO-BWAA!!” she said flailing her arms.

“Being this close should be helpful. The weird statue won’t be able to grow as big this time,” Spike said.

Twilight, Pinkie, and Spike moved towards the exit. Spike looked eager as he polished the watch strapped to his wrist. None of them noticed that Rarity was still at the table. She was fervently grabbing her purchases with magic and making sure she didn’t leave anything behind.

“So, where is this happening?” Twilight said.

{A few miles east of the mall.} Raven said to them.

“Alright, sounds good. I’ll have us all there in no time,” Twilight said.

“Finally!” Spike said fiddling with the wrist watch. “I’ll be able to take the new suit out for a proper test drive.”

“Ooo, that’s right. Rarity made a proper superhero suit for you,” Pinkie said bouncing up and down. “Can’t wait to see it! Rarity was really proud of her work.

“Well, save that enthusiasm for the fight. Everyone ready?” Twilight said. She put her hands on Spike’s and Pinkie’s shoulders and was about to teleport them out of the mall.

“Um, Twi?” Spike said.

“What is it Spike?

“We’re missing one,” he said pointing over his shoulder.

Twilight craned her neck and saw Rarity swiftly move towards them, mountain of bags and boxes floating behind her. It was comical to behold, though, Twilight wasn’t laughing right now.

“What are you doing?” she hissed. “We have to leave now! Any delay is a win for Love Bunny.”

“I’ll be just a minute, darling,” Rarity said huffing a bit. Carrying a titanic amount of clothes with magic was not easy feat. Even one who has had their magic ability boosted recently. “I’m going to put these in customer storage. Go ahead without me.”

“You’ve gotta be kidding me! We’ve got a crazed sex fiend attacking and you’re worry about your clothes?” said Twilight as she threw her hands up.

“Well, I certainly can’t just leave them in the middle of the floor. That just won’t do, darling.”

“You have to think about these things. We may be called to fight at any moment.”

“I hate to admit it, but she’s right,” Spike said looking at her. “Typically, why I don’t carry much with me. Maybe buying a whole new wardrobe at once wasn’t such a good idea?”

Rarity rolled her eyes at them. She couldn’t believe her friends were seriously telling her to go easy on buying clothes. What else was she supposed to do?

“Well, what about you two?” she said pointing to Twilight and Pinkie.

“I teleport all non-essentials to my room before leaving,” Twilight said raising an eyebrow.

“I just take the essentials with me!” Pinkie said. She grabbed her hair and stuffed her hand into the frizzy, pink mop. “Like, noise makers; balloons; and ice cream!” Pinkie pulled out each of those things before stuffing them back into her hair.

The other three look at Pinkie, unsure what to make of that.

“How did you…?” Spike said.

“Twilight, don’t worry. I’ll be real quick,” Rarity said. “It shouldn’t take me too long.”

Twilight squeezed her eyes shut and pinched the bridge of her nose. “Fine. Go put your clothes away!” she finally said. “Don’t take too long. Though, hopefully this won’t take us long, either.” She grabbed onto Spike and Pinkie again. “You guys ready?”

Without waiting for an answer, Twilight teleported them away.

The superheroes teleported to the site Raven told them about. It was much like the other times; people having sex everywhere; bright pink heart symbols glowing on their chests. At the very least, it wasn’t as bad as the two previous times. They had arrived there before the chaos could spread too far.

“Alright, spread out and look for the statue,” Matter-Horn said. “It shouldn’t be too hard to find, but keep an eye out for Love Bunny’s minions. They can’t be too far from it. Also, be careful of those affected. They may try to attack you.”

“Got it!” Truncheon and Fili-Second said in unison.

Before they could split up, Fili-Second zipped over to Truncheon. He was sporting the new outfit Rarity had designed for him. The speedster looked him over thoroughly.

“OOOO!! You look good! Like a proper hero now,” she said bouncing up and down.

“Thanks, I think.”

Truncheon wore a mostly black outfit, with green and purple accents. It was padded with light-weight body armor, he wore a pair of combat boots and had a mask over his eyes. A sleek, silver and green utility belt was strapped around his waist, with the signature weapon clipped to the side. A stylized ‘T’ adorned his chest and a cape billowed in the wind.

“Uh-huh. You’re like that comic book character Dash talks about.”

He grabbed the truncheon and extended it into a staff. “Yeah, that was the main inspiration. It’s really cool. Iron thread fabric; bullet-proof cape; Mr. Sciuto also-“

“I’m sorry to interrupt, but can you gawk over your new outfit after we deal with our little problem, first?” Matter-Horn said cutting in. She gave Truncheon a stern look.

“I mean…I guess I can…”

The three heroes split up and started searching for the golden statue and Love Bunny’s forces. Even without Fili-Second zipping around the area, it didn’t take too long. The statue and pair of bimbos were, of course, at the center of the whole thing. A horde of people were in a tangle of limbs, torsos, and asses around the growing idol. Not only that, but two distinct people could be seen amongst them. Two voluptuous women wearing familiar maroon outfits. They were going at it harder than the affected people. The blue-haired one with a large ass and the purple-haired one with large breasts. They noticed the heroes approaching and pushed themselves out of the orgy pile.

“Well, well, you three got here sooner than expected,” the blue-haired avian said wiping cum from her mouth. “I was hoping for a few more orgasms, but three is fine. Glad I fucked a few guys before coming here. Hey there, stud! See you got yourself some new duds!” she said winking at Truncheon.

“Ooo, he looks so tasty,” the bespectacled terran said. She was still fingering herself as she stepped forward. “I wanna gobble up that cock of his so bad!” Varsity gave Truncheon a hungry look. She worked her fingers harder and slowly licked her lips.

“Hey, wait! I recognize you two, now! You’re the ones who attacked me in the park!”

Truncheon gripped his staff and took an offensive stance. He watched Varsity undress him with her eyes. She breathed heavily and grabbed a tit with her free hand. The bimbo was enthralled with the idea of swallowing his penis. She wanted to take every inch of it, it didn’t matter which hole, Varsity needed it inside her. Truncheon took a step back instinctively, worried a bit what she might do to him.

As the nonverbal exchange between Varsity and the stud continued, Frosty Orange looked over the heroes facing them. She couldn’t quite put her finger on it, but it felt like something was missing. Varsity kept making noises as she pleasured herself and Frosty normally found them cute, but right now she wanted concentration. After a moment, she put together what it was.

“Hey! Isn’t there supposed to be a fourth?!” she shouted.

“Ooh, you’re right, Frosty. That purple-haired one isn’t here. Maybe she’s running late?” Varsity said.

“Whatever! It doesn’t matter if you bring four or forty! We’ll squash you all the same!”

“Isn’t that our line?!” Matter-Horn shouted. She put her hands on her hips and pushed out her chest. “You’re the ones coming at us with dozens of sex fiends!”

“Phhht!! Look at this one taking a figure of speech so seriously!” Frosty said snickering. “It’s like she never heard a euphemism before?”

Matter-Horn seethed as Truncheon and Fili-Second stifled laughter. She shot them both a glare and they quieted down. Her gem glowed as she prepared a spell.

‘Grrr, Rarity. Hurry up, already,’ Matter-Horn thought.

“Funnily enough, we did bring a few of our own,” the bottom-heavy avian said.

Frosty snapped her fingers and a dozen men and women unfolded themselves from the orgy. They flanked Frosty Orange and Varsity Trim. Muscular men and voluptuous women wearing the customary Love Bunny minion attire.

“What? Got tired of the Diamond Dogs?” Matter-Horn said. “Not that I blame you!”

Frosty folded her arms and gave Matter-Horn a look. “Those mutts? That was more Trixie's thing,” she said. “We’ve got our own inhouse bimbos and himbos to tangle with you! Not only that, but thanks to our new setup, we’ve got a boost in power!”

The avian spread her arms and creamsicle wings manifested. Flurries formed around Frosty’s hands as a cool wind blew through the area. Varsity kicked a plump leg over her head and slammed her heel down on the pavement. The force of her foot created a sizeable divot. The other members joined in the display, either flexing their muscles or striking sexy poses.

“Alright! Enough chatter! Let’s play!!”

Frosty inhaled deeply then exhaled frigid breath. An icy mist blew across the area, coating the place in a thick, cool fog.

“I’ll handle the other two, you go get that stud!” Frosty said slapping Varsity on the ass.

The busty terran squealed and ran into the mist. Frosty smirked and flew in the direction of the two Ourania. Her minions followed behind, eager to test out their improved powers.

“What do you mean you can’t hold my items?!” Rarity screamed at the customer service man. She had been arguing with him for a few minutes and a vein could be seen bulging on her temple. “I’ve been able to do this in the past!”

“Miss, like I said; that service was discontinued over a year ago,” the customer service man said. He was growing irritated with Rarity’s persistence. “If you’d like, we could have them shipped to your address?”

“No! I don’t want to do that! I just need to step out for a few minutes and will be back to do more shopping!”

“Then why don’t you simply take your purchases with you? We can still ship them so long as you have the proper receipts.”

“I told you! I can’t!” Rarity exclaimed. She sighed and massaged her temple. She looked at the man behind the counter and changed her tactics. “Look, could you be a dear and do this for me?” she said in a sultry voice. Rarity leaned forward and pushed her breasts out.

The customer service man narrowed his eyes and pursed his lips. “Miss, am I going to have to call security?”

“Ugh!” Rarity grumbled. “Twilight, wait for me. I’m going as fast as I can.” She muttered under her breath.

Frosty Orange flew around Matter-Horn and Fili-Second, hurling icicles at the two heroines. With the mist she spread over the area she had fun toying with them. She watched as Matter-Horn futilely flung spells into the fog, hitting nothing, while also dealing with the entourage she brought along.

Eight of the twelve stood around the two Ourania while four avians circled them from above. It wasn’t a completely coordinated formation, but Frosty’s objective was mainly to keep Matter-Horn and Fili-Second distracted and disoriented as long as possible. She iced over the pavement around them so the fat one couldn’t just zip away easily.

“GAH!! This fog is terrible!” Matter-Horn shouted as she blocked a rushing opponent and sent them flying back. “I can barely see five feet in front of me and I can’t seem to get rid of it! And these guys aren’t making it easy! WHOA!!”

She spun herself away from oncoming icicles and shot another bolt of magic into the air. The fog swallowed it and there was nothing. Matter-Horn grumbled as she looked around for the next attack.

“I know what you mean!” Fili-Second said as she tumbled up next to her. “They just keep coming. And no matter how many times I jerk them off, they don’t seem to stop!”

Matter-Horn looked over her shoulder at Fili-Second. “Wait, have you been pleasuring them this whole time?”

“Yeah! I just need to get the sex magic outta them, right?”

“Fili-Second! These guys aren’t transformed civilians or Diamond Dogs! They’re Ourania like us!” Matter-Horn said facing the plump speedster.

“Why, is that bad?” Fili-Second said sheepishly.

“No wonder it’s been difficult! You’ve been supplying them with more power!” Matter-Horn screamed.

“Oops…”

“Love Bunny must be using her own forces, now! So, don’t hold back and beat the crap out of them!”

“Roger that!” Fili-Second said, saluting.

Before she could speed off, Frosty flew down from above and blasted them with a stream of icicles. Matter-Horn blocked them with magic and Fili-Second zipped out of the way. Frosty followed it up by dropping a blanket of snow on them.

“HAHAHA!! How do you like that?!” she said cackling. Frosty floated in the air above them with a smug look on her face.

Matter-Horn cleared the snow away with a quick swipe from her magic. Her teeth were chattering and she could see her nipples press against her suit. Fili-Second had been completely covered in snow and was shivering vigorously. She hugged her plump figure and jogged in place to get warm.

“Brrr…i-it’s a…a l-little earl-ly for s-s-snowm-m-m-m-men,” she said.

“That’s what working for Love Bunny can do for you!” Frosty said spinning around. She waved her hands around and created ice figurines in the shapes of the two heroes. “All this power! All this ass!” she said smacking her plump posterior. In fact, Frosty Orange’s butt was bigger than the last time she encountered the heroes. Not only had their power increased their assets had as well. Frosty certainly enjoyed her ass growing as a result. Shaking it in a guy’s face. “Honestly, you should just join the winning team. Mistress has big plans for this city.”

With the avian distracted with her gloating, Matter-Horn started charging her gem. She was hoping to clear out the fog at least, but that would require concentration.

“Well, I don’t really care what you do,” Frosty said poking at the figurine’s tits with her manicured nail. “Personally, I’d capture you and hook you up to one of those fuck machines. But…Mistress has her ways…These statues are just the beginning she said.”

Frosty moved her hands and the two figurines fell to the pavement and shattered. She looked at Matter-Horn and gave her a smug smile before flying back into the fog. Matter-Horn glowered as she remembered the main reason she was even here.

“I just wish I could’ve tested my new ass out on your man,” she said from the fog. “But I promised Var she could have him next. Hope she’s having fun.”

Matter-Horn tried to unleash her spell but another avian flew into view and stared hurtling lightning bolts at her. It was difficult trying to dodge and concentrate on the spell. The bolts weren’t particularly strong, but it was distracting.

Truncheon kept his guard up as Varsity Trim stalked him. Shortly after Frosty Orange covered the area in fog the bespectacled bimbo rushed him. They tangled for a moment but he was able to throw her off. The busty terran was persistent. No matter how many times Truncheon shook her, she managed to find him.

Varsity was also smarter than she appeared. Her naturally ditzy demeanor belied a strategist and capable fighter. Every encounter she had with Truncheon she learned from his style. Though she surmised he didn’t have much formal training. Varsity enjoyed playing cat and mouse with her opponent. The teasing and taunting before taking them down. It was especially exciting given who she was up against.

“Dammit! Where’s she coming from?” Truncheon cursed as he shot bolts of green energy into the fog. “Never thought I’d be afraid of a sexy fighter? But that girl isn’t just swinging her fists. She knows how to fight.”

Just then, Varsity snuck up behind Truncheon and wrapped her arms around him. She pinned his arms to his side and ran her tongue up his cheek.

“Mmm. You taste pretty good. Why don’t you just let me take a bite outta you?” she whispered into his ear. She spun him around and pressed her lips to his. Truncheon flinched as Varsity’s tongue entered his mouth. Varsity explored his mouth with expertise.

Truncheon was stunned for a moment. He hadn’t expected the bimbo to just suddenly kiss him like that. Moreover, he felt something like a spark emanating from her tongue. It was like the times magic was used on him. A weird tingle coursing through his body. Not wanting to find out what she had planned, Truncheon shoved Varsity off him. He wiped saliva from his mouth and quickly took a stance.

“Heh, not bad,” she said licking her lips. “Though your technique is a bit sloppy. We can always train you. I did detect the scent of other women on you. And no, I don’t mean those two here.”

As she looked him over, Varsity jumped back into the fog. Truncheon kept looking around, hoping to catch a glimpse of the bimbo, but she proved stealthier than he expected. Even the click of her heels was hard to hear. He wondered if the fog was somehow muffling the sounds. The battle Matter-Horn and Fili-Second was having sounded far away despite it only being a few meters. Truncheon gripped his staff and gritted his teeth. He tried to stay loose but his circumstance had him tense.

“HAH!!”

Varsity jumped through the fog and swiped at his side. Truncheon reacted but she had already retreated. She did this a few more times, never actually trying to hit him. Her goal was to merely confuse and tire him out. Truncheon collapsed the staff into its default form and slammed the butt-end to his utility belt. He extracted one of the capsules from it, a function Stygian showed him, and waited. He closed his eyes and steadied his breathing. Using a sensing technique Stygian taught him, he tried to feel out where Varsity was coming from. Truncheon didn’t have a lot of practice but he could catch glimpses like this. The bimbo was practically dancing around him just outside arm’s reach. He ‘saw’ she was approaching from behind and spun around.

“GOTCHA!!”

He shouted and aimed his rod at her. However, Varsity was faster and smacked the weapon away. Truncheon quickly found himself flat on his back and he dropped his omni-tool. Varsity pinned him to the ground and grinded against his pelvis.

“OOOH!! Let’s stop all this foreplay and just get to the good stuff!! Come on, stud! I want to FEEL you!!”

Varsity pressed her lips to Truncheon’s once more. This time she wasted no time forcing her tongue into his mouth and poured a lot of magic into him. Varsity Trim kept humping Truncheon, getting herself more and more worked up. Truncheon struggled against Varsity but her grip was far too strong, even with his enhancement.

After a minute of making out, Varsity pulled away from Truncheon. She breathed heavily and licked her lips. "Mmm, truly a fine taste. You’d do nicely in our ranks.” Varsity took his head and pushed it between her large breasts. Truncheon tried to fight back but again she was too strong. “Not only that, but you resisted all that magic I dumped into you. Though, that was to be expected.”

Truncheon managed to poke his face out from Varsity’s cleavage. He gasped for air and said, “Damn, you’re strong!”

“I am the second strongest terran in Love Bunny’s group,” she said stroking his hair. “Part of the elite. It’s only natural that I would be. But enough of that, let’s get down to business!”

Varsity smashed her fists into the pavement and dug out a couple lengths of rebar. She tied them around Truncheon’s arms and drove the ends back into the pavement. The bimbo gave him one last peck on the cheek before sliding down to his crotch. She paused there as she looked for the seam. After a moment, she found it and pulled the fabric apart. Varsity reached in and pulled out Truncheon’s cock. She sniggered at the cock ring he had on and casually popped it off. Instantly, Truncheon became hard, his penis already throbbing from the stimulation spell she had cast on him.

“My, my. So, you aren’t completely resistant to our magic?” she said running a finger along his shaft. “Good to keep in mind. But what’s this? Have you gotten bigger? You certainly look it. I only got a brief glimpse before, but I’m positive this meat-stick of yours is larger.”

The bimbo took a moment and ran her tongue up Truncheon’s dick. She could feel the magic radiating off it; like an intense flame that couldn’t be quenched. Each time she licked his shaft she felt it quiver. She had used relatively powerful stimulation magic on him, so, it was no surprise he was on the verge of cumming. Varsity relished the anticipation of taking his penis in her. The idea of actually doing it with an orm was exciting. She had read various texts on them and how coitus with an orm was considered godlike. Varsity moved one hand to her own crotch and played with her pussy.

“Okay, I’ve had my fun!” Varsity said licking her lips. “Time to eat!”

Varsity pulled out more rebar and tied down Truncheon’s legs to keep him from flailing too much. With that out of the way, she opened her mouth wide and swallowed his penis. She did it all in one go without pausing. In one swift motion Varsity had Truncheon’s entire dick down her throat. She moaned in ecstasy as it pushed deep down her esophagus. It was thick, it was long, and the heat coming off it felt like it was going to burn her. But Varsity couldn’t help but feel immense pleasure from it. There was something about this cock that just felt right.

‘Goddess, YES!!’ Varsity thought to herself. ‘Frosty and Zephyr didn’t do justice to this magnificent man-meat. Oh, I feel like I’m gonna cum just from this! How can one man be so perfect? His tongue felt so good on my pussy before. I can’t wait to feel his dick. Oh! It’s gonna destroy my pussy!’

Steeling her mind, Varsity began to move her head. The feeling of his cock sliding up and down her throat was too good. It was as if his penis was designed to feel as pleasurable as possible. Varsity had to force herself from cumming, despite how much she wanted to become a quivering puddle as she sucked on his member.

Meanwhile, Truncheon oddly had his wits about him. The feeling of this bimbo sucking him off was truly incredible. The suction alone would’ve been enough to have him reeling in blissful pleasure. Perhaps it was due to the number of times he’s been with Lily and Inky. Those two are certainly voracious. His mind was hazy though. The powerful stimulation magic Varsity had used left him in a bit of a foggy state, but he wasn’t drowning in total bliss. Truncheon pressed against the rebar to no avail. He was attempting to reach his utility belt and use the function that called the omni-tool back to him. But this bespectacled bimbo was thorough in keeping him tied down. Plus, it wasn’t as if he could completely ignore her blow job. Truncheon fought to keep himself from cumming.

It wasn’t too long after that Truncheon climaxed. He scrunched his eyes shut and clenched his fists as that blissful feeling washed over him. Varsity’s eyes popped open as the man ejaculated. It took her by surprise but she quickly adapted. It all felt so good. The hot semen filling her belly; the sensation of his cock pumping inside her esophagus; the magic swelling up within her. Her pussy twitched as she orgasmed as well. Varsity loved every bit of it. She wanted to keep sucking on his dick but knew Love Bunny didn’t want that right now. Reluctantly, she pulled herself off Truncheon’s penis, sucking on it to wring out every last drop of semen.

“Ah! That was beyond amazing!” she said licking her lips. Varsity stood up and patted her stomach. She could feel the magic coursing through her body and soon she began to emit a yellow-orange glow. “I’m super jealous of those two you’re fucking. They get all that delicious cum…” Varsity hugged herself at the thought of being able to have sex with an orm multiple times. She badly wanted to drink his cum every day.

Truncheon’s orgasm passed and he regained his senses. He struggled against his restraints but was unfortunately too weakened to break free. His cock ached and the desire to fuck again didn’t go unnoticed. Truncheon pushed that thought out and looked up at Varsity. “So, what do you plan on doing now?” he asked.

“Hm? Oh, I plan on putting this to good use,” she said indicating the aura surrounding her. Varsity turned around and took a few steps away. She then kicked her leg up and slammed it down onto the pavement. The ground shook as her foot split the pavement in two. Truncheon’s eyes widened seeing her destructive power. “Yeah, think I’ll go over and help out Frosty a bit. Test out my new strength.” Varsity looked down and saw Truncheon was still hard. She knelt beside him and took his penis in her hand. “Or…maybe I’ll have Frosty come over here and ride this dick of yours. She gives fantastic ass jobs, and you clearly have more in you.”

Varsity chuckled at the thought of Frosty also powering up from this orm. The two of them smacking around these heroes. Maybe Love Bunny would reward her and Frosty for stopping them? Wouldn’t that be fantastic? She had heard from Orange Sherbette that personally receiving from their Mistress was nothing short of absolute bliss.

“I’m late by five minutes and you let all this happen?” a woman’s voice suddenly said.

“Who said…AAAH!!!”

SMACK!!!

Varsity had been too distracted by the idea of Love Bunny rewarding her that she didn’t notice someone else approaching them. Before she had time to react, a large blue paddle slapped her in the ass and sent her flying. The bimbo momentarily lay in a daze.

“Radiance!!” Truncheon said looking up.

“Fashionably late but always where I need to be,” she said flipping her hair. She strutted over to Truncheon and looked him over. “Darling, I’m not one to judge, but maybe leave your fetishes in the bedroom? Hm…” Radiance caught sight of his exposed cock and quickly turned away. She manifested crow bars and pried the rebar off him. “Perhaps you should fix that first?”

Truncheon scrambled and found his cock ring. After stuffing his manhood back into his suit, he clicked a button on his utility belt and the omni-tool flew into his hand. “Thanks…”

“Should I tell your lady lovers that you’re seeing other people?” she teased.

“Who? Lily and Inky? I think they’d be thrilled I’ve been getting action from Love Bunny’s bimbos.”

“Hmm…” was all Radiance said. She squinted her eyes and tried to see through the fog. “What’s with the mist? I don’t remember the forecast calling for it.”

“That’s the other one’s doing. She’s an avian with ice power. Guess she’s gotten stronger since the last…” Truncheon stopped talking as he remembered what happened last time he met these two.

“That so? Well, why don’t we just clear things up?”

Radiance materialized an enormous fan construct and used it to blow away the fog. Everyone stopped what they were doing as the fog cleared up. The air immediately warmed up and they all broke out in a sweat. With the area now visible, Matter-Horn and Fili-Second could clearly make out where their attackers were. They could also see the still growing statue. It was more than two-stories tall and continued to function.

“There we are. Nothing to it,” Radiance said dusting her hands off.

“Phew! That was incredible,” said Truncheon.

Frosty Orange looked around. She spotted Radiance in the distance and glared daggers at her. Her icy mist was enchanted and this new bimbo just comes along and easily disposes of it? Frosty was ready to fly over and start dropping chunks of ice on her. She wondered how this could’ve happened when she noticed Varsity Trim laying on the ground. The bottom-heavy avian seethed and hail formed around her.

“HEY!!! VAR!!! STOP NAPPING AND DEAL WITH THOSE TWO!!!” shouted Frosty.

Varsity was stirred by Frosty’s yelling and sat up. She shook her head and rubbed her sore ass. “Ow…what hit me…?” she grumbled. “Oh, right. There’s another one.” Varsity looked over at Radiance. She stood up and straightened herself. When was the last time someone got the drop on her like that? Clearly, she was too cum-drunk and let her guard down. Well, that spanking sobered her up.

“VAR!!!”

“STOP YOUR YAPPING, FROSTY!! I WAS JUST GETTING TO IT!!”

Watching the bespectacled bimbo argue with her partner, Radiance and Truncheon readied themselves. Neither were too sure how Varsity would react and were waiting for her to make the first move. Despite the confidence she had in her abilities, Radiance was still fairly new to this and was treating everything cautiously. She knew trying new things without the proper testing often lead to disastrous results.

“So, what do we do? I almost feel like waiting here isn’t a good option,” she said to Truncheon.

“True. But I don’t know what she’s capable of,” said Truncheon. He pointed his omni-tool at Varsity, ready to attack. “She’s a terran, so she’ll be more physically oriented. She also told me she’s the second strongest. Which means she’s even stronger now after she…um…Anyway, let’s approach this carefully.”

“Okay. We still have that to deal with,” said Radiance, pointing to the still growing statue.

“I know. I think it best if you handle the statue. Your powers are better suited to destroying it,” he said glancing at the accursed idol. “I’ll try to keep her busy while you do that.”

“HEY!! You two gonna keep yammering, or can we please get back to business?!” Varsity yelled at them. She glared at them and cracked her knuckles.

~ ~ ~ ~ ~ ~

Across the way, Frosty floated over the two heroes, seething at Radiance. She was mad at this purple-haired bitch for dispersing her fog. The fun of taunting and toying with Matter-Horn and Fili-Second was ruined because of her. She also couldn’t believe she easily did so. Flurries formed around Frosty as her anger grew. There was a flash of light below her and she looked down in time to see Matter-Horn fire a spell at her. Frosty flitted out of the way and focused her attention on the two below.

“What’s the matter? Upset that your fog’s gone because of our friend?” Matter-Horn teased her.

“Yeah! You should…chill out!” Fili-Second added, holding back a laugh.

Frosty growled then spread her arms wide open. “SHUT UUUUUP!!!” she screamed, summoning a hailstorm of icicles.

Matter-Horn and Fili-Second flinched at her extreme reaction. Frosty just unloaded a boatload of footlong icicles and neither were prepared for such an attack. After the immediate shock wore off, Matter-Horn put up a barrier over her and Fili-Second zipped under it. They watched as the frozen spears shattered against the magical wall. Frosty continued her assault, showing no signs of stopping.

“Any ideas?” said Matter-Horn.

“Uh-uh,” said Fili-Second, shaking her head. “Plus, we’ve got those guys as well.”

Matter-Horn looked around at Frosty’s entourage. They surrounded the two heroes, but weren’t doing anything. The avian’s barrage kept them at bay, which was good. But they were also backed into a corner. Matter-Horn gritted her teeth as she tried to come up with a plan. However, this was easier said than done.

“I just hope Radiance and Truncheon are doing better…”

~ ~ ~ ~ ~ ~

It became evident very quickly that Varsity Trim was deadlier than before. This was for two reasons: the first was because of the overall boost in power she had received from Love Bunny and the recent ingestion of his semen, which increased her strength by at least ten-fold; the second was her analytical mind. While she didn’t have the leadership Orange Sherbette did, she was by and large one of the smartest. Varsity was watching and learning from her encounter with Truncheon and Radiance.

Truncheon had attempted to ensnare her with a reinforced carbon-fiber trap. At first it did work and Varsity was wrapped in the strong cable. But she tore through it with ease. Radiance didn’t have as much luck too. Any psionic construct she created was smashed by the empowered bimbo. She tried a paddle again but that was snapped over Varsity’s knee. She summoned a swatch of fabric which was torn through. Radiance tried to tie Varsity up as well. She created a tape measure and tied up the bimbo shibari style, but even that wasn’t enough.

“Just give up! With this boost I’m practically unstoppable!” she shouted charging at them.

Varsity punched through the mirror construct Radiance made and attempted to grab her. Radiance focused all her will and erected a barrier with a hexagonal pattern. The bimbo ran headlong into the barrier and bounced off. Shaking her head, Varsity stood up and started pounding her fists against the wall. There was a ‘zrrt’ every time her hands collided with the barrier but it held. Radiance stood behind it maintaining its integrity with Truncheon next to her. They watched as Varsity continued to hammer the shield.

“She’s…a lot stronger than…I expected…” Radiance grunted. Sweat began to form on her brow.

“Yeah, that’s probably because of the…well…” Truncheon said before trailing off.

“I’m well aware of what happened, Truncheon. No need to be coy about it. She pleasured you and got stronger from it.”

Truncheon was a bit taken aback by how nonchalant Radiance was about Varsity sucking him off. “Well, anyway…we still have that to deal with.” He pointed to the statue that was currently more than three stories tall. He could also feel waves of sexual energy starting to come off it.

Radiance glanced over her shoulder and clicked her tongue. She honestly hadn’t thought about the statue since she stepped into the fog. Worrying about the woman who wanted to cave her skull in was of greater concern. “Well, I’m a bit busy right now, darling! Who knows how long that boost will last? We don’t have the luxury. And I highly doubt she’ll just sit idle while we turn the statue to dust!”

“I know! I know! Gimme a minute!” he shouted.

Truncheon wasn’t too sure what to do either. If he had the power, he’d go over and smash the statue himself. But that was out of the question. Being a normal person meant leaving these things to Twilight and the others. He thought about the other times Love Bunny’s forces did this to him. Both times thought, they left soon after. So, he didn’t have much of a point of reference. Truncheon looked at Varsity then at the statue, then down at his omni-tool. “I have an idea,” he said. He pressed in close to Radiance and quickly whispered his plan.

“Do you think it’ll work?”

“It’s the only thing we can do. Matter-Horn and Fili-Second currently have their hands full,” he said pointing.

Across the way Frosty Orange kept up her barrage of icicles. The avians hurled their elements at the two heroes while the psions shot magic at them. Matter-Horn and Fili-Second took refuge within a barrier.

Radiance glanced over her shoulder at Truncheon and nodded. “Okay, let’s do it.”

Seeing the two collude, Varsity pounded on the barrier even harder. “Oh, no! Don’t think I’ll just let you plot something!”

As this happened, Truncheon threw a capsule to the ground and green smoke billowed out. Varsity stopped for a second, not sure what to expect. She then put everything she had into this last punch and struck the barrier. Her fist collided with the psionic wall and shattered it. The orange glow around her flickered for a moment before finally vanishing. Varsity rushed forward with her arms outstretched, ready to grab one of them. However, the smoke was blown away and all she saw was Radiance dashing for the statue.

“Oho! If you think this will help you, you’re sorely mistaken!” Varsity taunted. She started running after Radiance. “And here I was so worried! You’re not even trying to hide! Well, guess what? I’m gonna…hey! Wait a minute…!”

Someone grabbed Varsity from behind and began fumbling with her panties. Varsity craned her neck and saw it was Truncheon. After he dropped the smoke bomb, he circled around Varsity. He waited for the smoke to clear then wrapped his arms around her. The bimbo squirmed around but he didn’t let go.

“What do you think you’re doing? Actually, never mind!” she said with a wicked smile. “I’m a bit low on juice! Think you can top me off?”

Ignoring her, Truncheon kept one arm wrapped around her waist and grabbed his omni-tool. With a bit of concentration, he formed it into a vibrator. He took the silver phallus and plunged it into Varsity’s pussy. “Hope this works…” he grunted.

“What are you…ooooh! Oooooh!! Mmmm!! Right there!! Aaaah!”

Varsity was surprised at first but the sensation of the metal phallus vibrating like crazy inside her put all thoughts out of her mind. The woman moaned as she was stimulated. Her tongue hung out of her mouth and her legs started to quiver.

“NO!!! I can’t be stopped like this!” Varsity shouted. She caught herself and tried to struggle free.

In response, Truncheon pushed the omni-tool deeper inside her. He moved his other hand and grabbed one of Varsity’s breasts. He pinched her nipple and Varsity shuddered.

“No! I…oooh…yes…more…more!” she cried begging him to keep going.

“Hurry up, Radiance…don’t know how long I can keep this up…”

~ ~ ~ ~ ~ ~

As soon as Truncheon threw down the smoke bomb, Radiance spun around and faced the statue. She created a psionic platform beneath her feet and sped off towards the glowing idol. It was foggy when she first arrived and she didn’t get a good look at the area before. Now, with everything clear Radiance could see the chaos. People were engaged in intercourse right out in public. She had heard about it from clients, but actually seeing it was something else. At the center of it all was the golden goddess statue. A massive orgy could be seen crowded around it.

Cautiously, Radiance drew closer to the statue. As she did, she could feel the power emanating from it. The intense sexual energy flowed around her. Only a few meters from it and she had to drop to the ground. Her legs quivered and she could feel an orgasm building within her. Radiance looked up at the golden idol and absentmindedly started rubbing her pussy. It felt good and a part of her just wanted to keep doing that. She shook her head and quickly pulled her hand from her snatch. ‘Plenty of time for that kind of thing later tonight,’ she thought to herself.

Radiance took a breath and readied herself. “What was it Matter-Horn said I had to do?” she said to herself trying to remember. Twilight went over a lot of details after Rarity had first transformed. About the sex magic, Love Bunny and her nebulous goals, and these bizarre statues that enhance sexual desires. “Something about matching the magical frequency and using enough power to shatter the gemstone…Yeah, that sounds about right…” Radiance stared at the glowing gemstone in the statues hands and pursed her lips. “Mm, it’s such a lovely stone. Bit of a shame to destroy it. It can’t be helped. If we don’t do this then Love Bunny wins. Now, let’s give this a shot.”

Concentrating her magic, Radiance began firing a beam of magic at the gemstone. The beam struck the glowing rock and it looked like it was going to work. However, Radiance received magical feedback and had to stop. She grumbled and tried again. And again. By the fifth attempt Radiance was about ready to give up. She glared at the statue while tapping her foot.

“What am I supposed to do? I don’t have enough experience with this kind of thing,” said Radiance as she paced back and forth. “And it’s not like I have time to go get Matter-Horn. UGH! I need some assistance!”

As she was nervously pacing, a voice spoke to her.

Don’t give up. You have the power within you.

“Who said that? Matter-Horn? Celestia?” she whispered.

Use your own strengths. Trust yourself.

“My own strengths? You mean like…?” Radiance used her magic and formed a psionic tea set construct. Her eyes lit up when she realized what the voice meant. “Of course! Why didn’t I think of that? Like trying to mix clashing patterns. It was never going to work.” Confident now, Radiance struck a sexy pose. She put one hand on her hip and raised the other over her head. “Really now, this just needs the right…touch!” she said snapping her fingers. A gigantic, blue stiletto’d leg formed over the statue. It stomped the idol, crushing the gemstone.

Instantaneously, the atmosphere changed. With the affects gone, everyone stopped what they were doing. People pulled themselves away feeling tired and oddly satisfied.

“All in a day’s work,” said Radiance. She spun on her heel and strutted away.

~ ~ ~ ~ ~ ~

Varsity was straddling Truncheon and energetically humping him. She had him pinned to the ground and was eager for more from him. “You’ve teased me long enough. Time to give me that sweet cum of yours!” She heard the sound of glass shattering and metal twisting. Varsity sat up and turned her head. She saw the wreckage of the statue and clicked her tongue. “Tch, dammit. Too soon. Alright, looks like the fun’s over. But I’ll definitely be back for more of that delicious cream. So, you better save me some,” she said giving his crotch a gentle squeeze. Varsity stood up and straightened her tiny panties. “LET’S GO, FROSTY!!”

~ ~ ~ ~ ~ ~

Across the way, Frosty Orange was busy conjuring a giant icicle overhead. She also heard the statue being destroyed. She spun in the air and saw that purple-haired bimbo confidently strutting this way. The avian slumped her shoulders and casually tossed the half-formed icicle to the side. “Looks like you two got off easy!” she shouted to Matter-Horn and Fili-Second. “Your friend actually managed to get past Varsity and smash the statue! So, it looks like we don’t need to stay here any longer. I HEARD YA, VAR!! WE’RE LEAVING!!!”

There was a flash of light and all of Love Bunny’s forces disappeared. Matter-Horn released the barrier and looked around. They were gone, at least until the next time. She wondered how much more this would happen. And what Love Bunny’s goals even were. Matter-Horn’s gem flashed and she cleared the ice the covered the pavement. She walked towards her allies, who were jogging to them. Fili-Second staggered alongside her. She hugged her sides, still feeling cold.

“How’d everything go?” Matter-Horn asked Radiance and Truncheon.

“Piece of cake. Nothing to worry about,” Truncheon said casually.

Radiance rolled her eyes and said, “It’s certainly different fighting against others like us. That woman with the glasses was a strong adversary.”

“Yeah, now imagine doing that for the whole summer?” Matter-Horn said folding her arms. “You destroyed the statue at least. That’s all that matters.”

“Yes, it just needed a certain je ne sais quoi,” Radiance said flipping her hand in a fabulous fashion.

“…Okay…Well, is there anything else?” Matter-Horn asked.

Everyone looked around and exchanged looks. With the threat taken care of, there didn’t seem to be any more problems.

“Well, since we were so rudely interrupted, I suggest we return to the mall for more shopping,” said Radiance.

Truncheon immediately nodded while Matter-Horn groaned. She was hoping Rarity would have forgotten about that during the battle, but no such luck. Reluctantly, she nodded.

“Alright, let’s get going,” she said rubbing her temple. “Fili-Second? You ready?”

“Can we get something to eat?” Fili-Second suddenly said. “Preferably something hot. I’m freezing.”

Matter-Horn focused her magic and teleported them back to the mall.

“So, they’ve destroyed this idol as well? Perfect, everything is moving smoothly,” said Love Bunny.

The bimbo queen sat in her throne room as Frosty Orange and Varsity Trim delivered their report. All twelve of the elite members of Love Bunny’s forces knelt before her. When Frosty and Varsity returned, she had called for the rest to be present. It was rare for Love Bunny to do so and they wondered if there was an announcement she was going to make.

“This means we’re halfway there. With three more of those statues placed around the city at key points, we’ll have everything in place to initiate my plan.”

Hearing this, the twelve elite murmured amongst themselves. Their mistress kept details vague and they could only guess what she was planning. Orange Sherbette, the leader of the twelve, had questioned Love Bunny on what her plan was. The most she was told was that it involved broadcasting sexual energy throughout the entire city. That she was going to make Maretropolis the new capitol for Ourania. A veritable paradise where their kind didn’t need to hide their true nature.

“Our dear Jet Set has been improving with each idol,” she continued. “The last three should be forged and ready to deploy in no time. Not only that, we’ve collected a tremendous amount of sexual energy since then. More than I had anticipated.”

Thinking about this made Love Bunny excited. Her pussy ached and she longed to be fucked. She wanted an absolute stud to dominate. No. She wanted an orm. Love Bunny wanted nothing more than to have an orm to worship her. Just like how it used to be in the old days. Or, at least that’s what her mother told her. But she pushed those feelings down. She would have to wait, and she had learned the value of patience.

Love Bunny was returned to reality by one of her subjects.

“Mistress? What about Matter-Horn and the others?” Frosty asked. “Now, they have another. On top of the orm.”

“Yes, even though she’s recently awakened, she seems fairly capable,” Varsity added. “A bit unrefined in the usage of her power, but I could tell she has a strong spark. I also sensed something between her and the orm.”

The bimbo queen steepled her hands and thought for a moment. “I understand your concern about these so-called ‘heroes’. They may be a part of my plans now, but they still pose a potential threat. Especially if they keep awakening more strong Ourania. However, once everything is in place, there won’t be anything to worry about. She’ll be unable to stop it.”

The elite murmured amongst themselves again. It was hard to believe that the goal of an Ourania paradise was so close at hand. Many voiced the wild fantasies they wanted to perform.

“Now, speaking of the orm,” said Love Bunny. The elite stopped talking and addressed her again. “Don’t think I didn’t notice you had him, Varsity Trim.”

The bespectacled bimbo gasped and averted her eyes. She had popped several breath mints in her mouth and sprayed copious amounts of perfume on. Varsity was sure this would be enough to hide the fact that she sucked off the orm earlier. The eight who hadn’t had a chance at him hissed and cursed at Varsity.

“Don’t worry, I’m not angry. A little perturbed perhaps, but the fact that a few of my subjects have had the chance to taste a genuine orm does delight me a bit,” Love Bunny said eying Varsity. “However, from this point forward, I don’t want any of you to engage with the orm in such a manner. Am I understood?”

All twelve of the elite stood up and started to protest this. The eight who were still left out were especially upset at their queen’s decree. Love Bunny held up a hand and waited for her subjects to quiet down.

“I understand you’re upset. The taste of an orm is most exquisite.” Love Bunny paused for a moment reminiscing about the last time she was with one. “However,” she continued, “it would seem that neither the orm nor his allies are aware of his true nature. Given that he’s not even awakened yet, I would absolutely bet on this. Otherwise, they would have made use of his incredible power. So, in order to keep it that way, I am ordering you to not partake in the orm until further notice. Do I make myself clear?”

There was a moment as the twelve elite considered what was just said. The ones who hadn’t yet tasted the orm definitely wanted to. And the ones who had were anxious to have another taste. Or five. However, they all knew better than to go against Love Bunny and incite her ire.

“Yes, Mistress,” they all said, bowing.

“Very good. Dismissed.”

Author's Note

Okay, I finally got around to the next chapter. Been busy with other things and work as well, but I'm still trying to make time for this story. I started it five years ago and I intend to see it through. Anyway, we had quite a lot happen this chapter.

It seems Fluttershy's been experiencing some side affects of all the bimbo activity in the city. Regularly having wet dreams about big hunks. What's to become of her? She at least is doing better than everyone's favorite farmgirl.

Rarity has taken to her new life easily. Though, being a fashionista, she's probably the most used to rampant changes. She's fun to write, though i have to remind myself that her powers work on the Green Lantern rules. Where Twilight is more 'magic' based, Rarity is more 'psionic' based. I'll probably try to lean more into a dominatrix angle with Radiance, so she'll use more sex toys than average objects.

There isn't too much to say with Twilight and Pinkie. Frosty Orange and the entourage she showed up with distracted them. As Twilight told Pinkie, they can't approach them like the Diamond Dogs. Pleasuring them won't remove the magic but empower them. So, it becomes a straight fight with Love Bunny's forces.

On a side note, I'm considering putting in a future chapter a mention that Love Bunny had released all the people that were captured. Given their new setup, plus the people who were already following her, there's not much need for any enslaved soldiers. Something for me to think about.

And now we have the big event of the chapter: Spike and Varsity's encounter. This now makes four of Love Bunny's bimbos who have tasted his semen. I'm debating on a few things: whether or not I want his cum to be like a double-edged sword. Consuming it greatly increases an Ourania's power, but it also leaves them vulnerable. Sexual strikes potentially hitting harder. This being a reason Spike was able to hold the powered up Varsity still. Also, should I treat the empowered bimbos like the Diamond Dogs? Could that additional magic be removed?

Coming to a close, we have a little more about Love Bunny's plans and her goals. Things are still a mystery about her. Who she is and why she's doing this. She also forbade her subjects from interfering with Spike for the time being. Wouldn't want the opposition to learn about the gold mine they're sitting on.

Anyway, that's all for now. Thanks for taking the time to read this chapter. Be sure to leave a comment below. I always appreciate feedback. Tell me what you liked, what you didn't like, and what needs improvement?

Also, I have a patreon up and running now. If you like my work and want to show support, feel free to do so. There isn't anything special offered. Though i might consider letting patrons read the chapters a week early. Still working things out. You can find my patreon here https://www.patreon.com/user?u=19907574