Mind Over Matter

by Fallowsthorn

Rating: mature
Tags: Sunset Shimmer, Alternate Universe, Original Character, Porn, Equestria Girls, Sex
Length: 3470

Sunset needs help understanding her new telepathic abilities. Who better to ask than the friendly neighborhood tentacle monster? A Clocktower Terra Nova oneshot.

Several months out from the events at Camp Everfree, Sunset still hasn't gotten any practice with her mind-reading powers. She has, however, become one of the key figures in the Clocktower Society's re-expansion into her universe, and it turns out that the best person to help with that is... the giant telepathic tentacle monster that lives in the basement of their new facility?

Even by her standards, that's maybe a little weird.

Kinks/keywords: alien sex, telepathic sex, mind-sharing, tentacles, consentacles, female solo, mindfuck, background worldbuilding, Clocktower Society, Clocktower Terra Nova.

Note that while this work is set in the same universe as Clocktower Terra Nova, it isn't required to understand this fic. There's no plot in this one, just shameless smut. The Clocktower Society, on the other hand, is an excellent (and sexy!) venture with plenty of lore for nerds like me.

Published 2019-01-19 02:00:01 UTC
Last updated 2019-01-19 02:00:01 UTC

Mind Over Matter

Sunset shrugged her jacket off, rolling her shoulders with the same motion. The air in the cavern was pleasantly warm, with an occasional slight breeze that ruffled her hair gently. She folded her jacket and put it in one of the cubbies along the wall, then quickly stripped off the rest of her clothing. It was, admittedly, a little weird to wander around completely naked without being covered in fur, but after several months of Terra Nova functioning more or less normally, she’d gotten more used to it than she’d thought she would.

The bronze tentacle thing - Fluttershy had said it hadn’t wanted a name, which Sunset guessed was fair, even if it did make things a little confusing - had reached up and anchored itself to the ceiling by one central core. All the other tentacles either branched out from that solid mass, were wrapped around it, or rose from the deeper part of the cavern, where the light dimmed and eventually vanished.

She curled her toes against the hewn stone. In the middle of the afternoon on a weekday, the cave system was nearly empty, so for the moment, Sunset had the tentacle room to herself.

Which was good, because she wasn't entirely sure how this was going to go.

Sunset took a deep breath and walked forward into thin air.

The tentacles caught her, of course. The bronze thing had a sort of low-level telepathic ability that let it understand intuitively what its “victims” wanted and how far it could go without violating consent. Its field extended about five hundred yards outside the room, with a severe drop-off in power just past the threshold. Apparently it had originally been confined to the room, but when the facility had been abandoned, it had instinctively reached out as far as it could before the Fire of Devotion had gone dormant. As it was, unless a person actually went down the hall labelled “Eldritch Delights,” the bronze thing couldn't do much more than tell, faintly, that someone was there, so they'd posted a notice outside and that was that.

That ability was also why Sunset was here, naked save for her golden crystal necklace on its delicate, unbreakable chain. It had been six months since the events at Camp Everfree, and while the others had progressed, in various degrees, towards mastering their powers, Sunset was still solidly at Square One. The problem was, she lacked finesse, and wasn't willing to intentionally rifle through the brains of even volunteers, because she had almost no control over what she saw. Without that control, she couldn't practice; without practice, she couldn't gain control.

Enter the tentacle thing... in more ways than ones. Sunset spared a second to giggle at the terrible innuendo while the tendrils holding her reeled her in closer to the core, presumably for stability. Or possibly just for fun. Sunset wasn’t sure how similar her powers were to its telepathy, but short of visiting Equestria - and who knew how the necklace would react to that - it was the closest thing to a mentor she was going to get. Luckily, it seemed just as curious about how her mind-reading worked as she was, and with Fluttershy “translating,” had agreed to experiment.

The tentacles juggled her for a moment, before wrapping one broad limb around her hips, curling it around so she could sit comfortably. A handful of smaller tendrils came up to form a bracing harness around her ribs and shoulders, just in case she lost her balance.

Sunset laid a hand on the warm core. “Okay,” she said, trying to swallow her nerves. “Here goes... something, I guess.”

If Twilight’s mind had been a well-ordered library, and Pinkie’s had been a chaotic sugar rush, then this was like diving into a deep, dark pool of clear water. She could feel faint currents just out of her reach, and she could feel the bronze thing carefully shielding her from the full force of them.

She hung suspended in its thoughts for a moment, disoriented from the abrupt absence of her physical senses. She could tell where her body was, sort of, but it was distant, almost disconnected, as though she’d only been temporarily inhabiting it and now existed in thought alone.

Greetings. Affiliation. Care.

The tentacle creature (if it could be called such) didn’t communicate in words as much as it did by expressing concepts and feelings and relying on context to make the meaning clear. It wouldn’t have worked verbally, but much more subtlety could be packed into telepathy than into mere words.

Sunset fumbled, trying to “talk” back. Hello help need what.

Slower. It stirred through her emotions languidly, showing her how to order them into coherency. Deliberation.

Thank you, Sunset gave it. While she was technically communicating in the same way as the bronze thing, mind to mind, she was used to the standardized structure of English, and so automatically marshalled her thoughts in the form of sentences, or at least sentence fragments.

It called her attention to the edges of her consciousness. They were malleable, and as they were they provided a conduit for identity to bleed into either mind. The bronze thing was keeping her contained in a small section of its mind, much like water in a balloon, by sealing almost all channels of communication off. Without the safeguard of quarantine, Sunset would be overwhelmed, and drown in that deep, clear pool.

She tried to reel herself in, but as soon as she turned her attention away from one recession of her mind to focus on another, it rushed back unheeded, as though filling a vacuum. She felt like she was trying to build a tower out of water.

The thing gently nudged her into the center of herself. It showed her its own awareness of each part of itself that was not her, and how it held the barrier like a wall of thick ivy that kept an ancient castle from crumbling.

Surface tension, Sunset decided. She imagined the greater mind as a field of rocks, with herself as liquid that might seep into concrete cracks. Instead of trying to weave each loose thread back into the broader tapestry of her identity, she concentrated on perceiving herself as a continuous whole, resting on the surface but not permitted to dissolve or become separate.

The rock shifted, becoming smoother and supporting her more easily. Sunset got the sense that it wouldn’t be this easy with a normal person, someone untrained in telepathy; they wouldn’t be able to provide any resistance. Twilight, Pinkie, and Gloriosa had possibly been affected, but the contact had been brief enough, and humans in general were similar enough on a broad scale, that there was unlikely to have been much danger or any adverse effects.

Sunset relaxed in relief - and promptly lost her mental cohesion completely. The tentacle thing shored her up, catching her much as it had when she’d first walked over the edge - walking seemed very far away, now. She tried to set her frustration aside, in case the bronze mind mistook it, but cool stone reached out and up to soothe her. Mastery would take practice, as in everything else.

Intent shifted. It would keep her safe, even though she didn’t know how to anchor herself yet. Sunset pressed at the concept. Anchoring was a way for her to descend into another’s mind without fear that she would lose her link to herself and her own body. Like a rappeller’s safety line, it was a default state that would naturally guide her back to boundaries she’d defined without her conscious input.

She didn’t have that yet. However, the smooth stone of the bronze thing’s mind had been shaped and fortified over centuries, and it was more than capable of providing that safety even while showing her how to navigate another mind. The stone melted into a void, and it invited her deeper, higher, further inward.

Sunset trusted it. She tried to move forward carefully, but like a teenager sharing her first kiss, she was clumsy, unable to avoid tripping over her own tongue. The tentacles guided her, firmly at first, and then with only minor corrections as she slipped more easily between thoughts, brushing by them rather than barging into them. She could feel, faintly, the edges of her mind feathering, fraying and trying to reweave her into a continuous whole, and she could even more faintly sense the bronze thing stopping that from happening.

What if it did?

She would die, essentially. The bronze thing would take on some of her personality and affect, but it would pale in comparison to what already existed. Her self would be swept away, battered by a stormy tide, and her body would simply become part of the tentacles, and would not carry its new mind with it when separated. Eventually, with nothing maintaining it, it would fail.

A thrill of fear, but it was only a superficial layer over deep calm. That wouldn’t happen, couldn’t happen unless the bronze thing deliberately allowed it. The barriers around its mind were too strong for that.

She unspooled herself further. The bronze thing showed her the difference between belief and knowledge, how to investigate them both. The uprooted garden of a shattered worldview, how to tell which plants went where. It showed her how to occupy its senses like a glove, so that if it hadn’t been maintaining her connection with her body she might well have forgotten she had one. She explored, tentatively, easing into the alien perceptions like a hot bath.

It couldn’t see, not really, or hear. It could feel, and it was sensitive enough to understand sound by directly parsing the vibrations that hit its surface. Telepathy ensured meaning wasn’t lost, even if the speaker was unclear.

They stretched their senses throughout themselves. The cavern did, in fact, have a bottom, some five hundred feet down, which was vaguely surprising but in retrospect obvious. The base covered the entire floor and lapped up at the sides, rooted in the bedrock itself as though to provide blood supply to a limb. The tall central core wasn’t wrapped around anything, but near the middle, the mass become denser, forming a sturdier but less flexible column. At the top, the mass again proliferated into tens of thousands of tiny hooks and capillaries, anchoring the top just as firmly as the bottom. They would still have collapsed under their own weight, but the same magic that animated the thing helped support it, as though it were underwater. Sunset thought of astronauts, bizarrely, that they would train in swimming pools to simulate lower gravity.

Their attention was drawn to the part of themselves that was not themselves, the smaller of their bodies. It hung slack in their grip, breathing slowly but steadily. They felt the regular rhythm of its heartbeat, both against their organic ribcage and against the cage of thin tentacles that lay next to the skin.

The bronze thing shifted slightly, and they felt the constriction around Sunset’s shoulders from the inside and out. One of the tentacles slipped into Sunset’s mouth, and they startled and then stilled.

The sensation was alien for both of them: the bronze thing had no mouth, no orifice at all, but felt clearly, through Sunset, the phantom intrusion, and Sunset likewise felt both the soft weight of the tentacle in her mouth and the wet heat of her tongue against its smooth surface.

The bronze thing didn’t experience sexual pleasure in any way Sunset was used to. It didn’t reproduce - wasn’t a natural being at all - so it needed no impetus to fuck. Instead, it derived a soul-deep satisfaction from its service to others’ pleasure and from the telepathic echoes of the pleasure itself, a sort of secondhand sex drive.

The sensation from Sunset’s own body was muted for her, as well, taken up nearly equally with this alternate course. If she’d had to draw an analogy, she would have called it almost spiritual.

They adjusted, helped each other equalize. Sunset was curious how the other half lived, so to speak, but she was too far removed from her own body to play the role of active participant. The bronze thing, amused, promised she’d get there with practice. In the meantime, it was curious, too, and with their thoughts so twined together Sunset wasn’t sure if she’d realized the plan herself or merely consented to it.

They shifted their limbs, then pressed a blunt length between Sunset’s legs. Her body twitched as it brushed her clit. Feeling the bloom of lust, the tentacle came back around to form a neat coil, and another tilted her hips to grind her clit against the metallic surface.

The tentacle thing had to stop, then, at what was for it a nearly overwhelming sensation. Further down, Sunset felt it wrap two tentacles around a third, trying to replicate the effect. Physically, it did nothing, but the motion brought memories, and the bronze thing connected them with its new experience.

Feeling mischievous, Sunset brought up her own sense-memory and let it roll over the surface of her mind. Distantly, she felt a faint ache, and was confused for a moment before realizing it was from her neglected body.

Brain is the biggest sex organ, she said smugly.

The bronze thing pushed distracted agreement at her. The lower third of the tentacles writhed against each other with much more force than flesh could have endured, and a part of Sunset thrilled at the contrast between the desperately-sought stimulation and the gentle delicacy with which it handled her body.

Thoughts flickered back and forth, answered almost before they were shaped.

Do it, then, Sunset said. I’m not in there.

The tentacles surged. They nearly cocooned Sunset’s body, the better to keep track of her vital signs and hold her completely immobile. She watched and didn’t intervene, interested in where this was going.

The behemoth didn’t bother with foreplay, but instead slipped two thin tentacles into her vagina, neither even as wide as her index finger. A third poured itself into the cleft of her ass, but Sunset gave it a nudge.

Never done much for me.

Curious? Try? Careful.

Uh... You know what, sure. Wait, um, lube?

In response, Sunset felt it do... something. It was sort of like flexing a muscle and sort of like salivating, but of course it didn’t have either muscles or salivary glands. Sunset figured it was just something her human brain couldn’t analogize and let it go; the result was the end of several tentacles coated in a slick, clear substance.

It parted her legs and held her body spread-eagled for a moment as it eased its tentacles into her ass and cunt, more briskly than it might have if it wasn’t feeling her reactions as she had them. Sunset was vaguely surprised at the sheer amount that was fitting in there without registering pain or even much of a resistance, but she supposed on second thought that it was for the most part elastic tissue, and width wasn’t a problem.

The bronze thing stopped just on the edge before the feeling of fullness would have crossed the line into discomfort, and shifted another tentacle back around her hips to stabilize her. Gently, it rocked Sunset’s body forward, using the tentacle in her mouth to tilt her head up and expose her throat.

Sunset shivered. The contrast was the thing, between the clinical mobility of the bronze thing’s movements and her own body’s feverish lust, and Sunset was just removed enough from both that the frisson snagged exquisitely.

This, the bronze thing was more familiar with, and it played up the divide and the connection mercilessly. Interestingly, Sunset couldn’t feel any distinct motivation from it; this was simply what it defaulted to doing, and while it certainly enjoyed sex, it did so in the same way that Sunset enjoyed, say, drinking water.

Feeling her own limp body through the bronze creature’s senses was another shock. She would have expected it to be creepy, the reminder of just how much she wasn’t connected to the body she usually inhabited, but instead the slack tendons and soft muscle relaxed her mind. She sank a little deeper into the behemoth’s perception, a little further away from her own; still connected to her, her body sighed slightly in contentment.

The bronze thing indulged her and let their perceptions feather and overlap. It warned her she would find herself drawn to her own body by the involuntary muscle movements, and she accepted this. Then, in the next moment, they had a different thought: a challenge. Sunset would try her best to stay in the bronze thing’s mind while it pleasured her; it would try its best to make that impossible.

Again, the neuron-quick communication left almost no time between one of them thinking of the plan and the other agreeing to it, with significant doubt as to who had done which part. The tentacles moved, a broad one to cradle the length of her spine and a smaller one between her labia and up to nestle against her clit.

Sunset shivered, and wasn’t sure if it was her or her body that had done it first. Well-lubricated, the metalflesh slid against her stretched skin and taut nerves and made pleasure clamor in her mind. Immediately, she realized her mistake. Not only was it easier to revert back to her own body, it was now incredibly tempting to do so. Every mental inch she gave was that much more pleasure she felt directly, and every ounce of pleasure made it harder to concentrate. She entertained the idea of simply throwing the challenge, just so she could thoroughly enjoy that seduction.

But no. The bronze thing wouldn’t think less of her for it, but she was going to try her best. Sunset braced herself.

Sensing she was ready, the bronze thing went to work.

It slithered over her skin, holding her open to its whims. The tendril that was at her clit thinned and lengthened, creating what felt like a neverending tongue, perpetually mid-lick. Sunset grunted, the noise punched out of her by the sudden onslaught of sensation. Her hold wavered for an instant; she used it to buck against the tentacles around her wrists and ankles, then clung tighter, the brief change in pace giving her mental fortitude.

It wasn’t enough. She could feel herself slipping. If the thing’s mind had been stone before, now it was mercury. The tentacles in her cunt formed broad bases that rocked back and forth and squeezed her flesh against her pelvic bone, near-painfully. At the same time, the parts inside her formed ridges and pressed out and down, exactly where she was the most sensitive.

In the face of the cresting pleasure her body was experiencing, Sunset’s resolve was nothing. For one moment, she was suspended in a null-space, in neither body but wracked with pleasure all the same, and then she and her orgasm crashed into her body at the same time. She shook and cried with it, totally uncontrolled.

Just before it would have become painful, the tentacles retreated from her, except for the ones holding her up. She hung between them gratefully, panting. “Oh. Wow. Oh, boy. That was a lot.”

Faintly, she thought she felt amusement, and the reassurance that she had done well for her first time.

“Oh yeah?” Sunset grinned ferally. “Put me down over there. I'm gonna get practice.”

It set her down. There was a brief silence.

“As... soon as I can stand up again.”

Several minutes later, Sunset turned back to the bronze thing just before she left the room. “Hey,” she said fondly. A thick, blunt limb approached and nuzzled her like a cat. “Thanks. That was... I needed that.”

The huge structure rumbled a nurturing acknowledgement, then gently pushed her towards the hall, filling her head with thoughts of Twilight and the rest of her friends.

Sunset smiled. “I can take a hint. But I'll be back, and just you wait!”

She’d meant it jokingly, but the bronze tentacle curled halfway around her wrist, and she knew with sobering clarity that it would wait. It would always wait, here in the depths of the earth, for those who needed it. It was an immortal, timeless being, ever-renewed by the Fire of Devotion, and all it did was care, and all it needed was love. So it would wait.

Sunset pressed a chaste kiss to the smooth metal and gently disentangled herself, then left, bare feet making little noise against warm stone. And the bronze thing coiled into itself to wait until it was needed.