Brain Drain

by Macro Zecora

Rating: mature
Tags: Alternate Universe, Anthro, Porn, My Little Pony: Friendship is Magic, Fetish, Spike, Non-consensual, Sex, Twilight Sparkle
Length: 20235

Twilight becomes corrupted with dark magic that gives her the power to suck the magic and size out of her friends.

After an experiment gone wrong, Twilight Sparkle becomes corrupted with dark magic that gives her the power to suck the magic and size out of her friends, and the temptation of size, power and pleasure proves far too much for her to resist.

Contains: Size Theft, Mini-Giantess, Growth, Masturbation

Published 2019-08-16 18:20:01 UTC
Last updated 2019-08-16 18:20:01 UTC

Brain Drain

Twilight stood in her lab, a wide smile across her face. For nearly a year, she had been researching strange types of magical energy that came from other dimensions. When she first used her magical mirror to travel to Equestria’s sister planet of Earth a year ago, she noticed very quickly that it had very different magic than that of her home planet, and she had been looking to try out other types of extra-dimensional magic ever since. She looked over the massive number of items that were hooked up to the magical mirror that connected Equestria to Earth and giggled with glee. "Let's see... Dimensional stabilizers. Check. Overload blockers. Check. Pressure regulators. Check." She paused and grinned manically. She was so close to actually pulling it off this time. For months she had scanned the lifeless void of the multiverse, but now she was certain that this time it was going to work. "Yessss… This is it...” She tapped her fingers together with glee.

Spike looked up from his comic book and rolled his eyes, the young dragon standing about as tall as Twilight since he had turned eighteen, but he still only had a limited amount of patience for Twilight’s antics. He rolled his eyes and sighed. "Yeah. Yeah. Okay. Are we gonna get this show on the road?” He flipped to the next page. "Besides, there’s a good chance it’ll crash. Just like the last fifty times.”

"Fine, ye of little faith.” Twilight scowled. "Go ahead and pull the lever and we’ll find out. Everything should be calibrated.”

Spike disinterestedly did as he was told, and the mirror started glowing brightly. Twilight put on her goggles, staring in awe as the silver surface fluctuated in a rainbow of colors. "C'mon... C'mon..." She grit her teeth. "Work this time..."There was suddenly a bang, and sparks started to fly from the mirror, forming into a swirling portal of energy. The mirror groaned and crackled, and a wind was felt blowing out of the silver surface. A strong wind... It was like a storm was inside the portal. And to make matters worse, it was an electrical storm. Bolts of lightning started exploding from the mirror.

Twilight winced as the bursts of electricity crackled throughout her lab, tearing deep gashes into the wall. It suddenly dawned on her that being out in the open might not be such a good idea, and she ran towards a bookcase, but it was too late, a green burst of lightning hit her square in the chest, and a darker beam glanced her head. She tumbled to the ground in a heap, all while her portal continued to malfunction.

"Gyah!” Spike gasped and tried to dodge the flying bolts, but he was too slow, and the bolts of multi-colored energy struck him as well, causing him to cry out in pain and terror as his vision was filled with swirling colors. The portal sparked with bolts of flame, energy and water, until it finally managed to stabilize, shutting down with a soft hum.

Twilight slowly came to. Her lab coat was smoking and she had a splitting headache, but for the most part, she was unharmed. Which was more than could be said for her lab, which had been torn apart by the outburst of magical energy. Most of the equipment hooked up to the mirror was total black, destroyed by the portal’s violent crescendo. "Ugh... Well, so much for that experiment." She groaned, shirking her tattered lab coat, leaving only a torn T-shirt beneath. "Spike…?” She blinked. "You okay?”

Spike groaned, his vision blurry and ears ringing. His body felt aching and he lay there groaning as he waited for his senses to recover. "Ooooo… Twilight?” He grunted weakly.

"Spike?” Twilight looked around the room for the source of Spike’s voice. She glanced over at the portal mirror. "Well, at least it's still in one piece. Which is more than I can say for my lab. Man... All that time and energy put into researching this, and I got nothing to show for..." She paused, seeing a tiny Spike, merely a few inches tall, moving on the floor in a pile of charred fabric. "Gyah!" She jumped back in surprise.

"Huh?” Spike gasped. "What’s going on?” He shifted, starting to push himself onto his hands and knees, just in time to look up and see a massive figure looming over him. As his vision cleared, he saw much to his horror, it was Twilight. But she looked huge compared to him. "Oh no… No… No… No! I’ve… I’ve shrunk!” Spike ran his hands over his face.

"Spike!?” Twilight crawled over a smoldering desk and looked over him. "Are you okay? And… Erm… Why are you so… Tiny?” She blushed and poked at his puny naked body.

Spike fell backwards as the massive purple finger poked him. "Ergh… I don’t know. I’m guessing it was a side effect from your crazy portal!” He grumbled and crossed his arms.

"It wasn’t my fault! Something must not have been calibrated properly!" Twilight grumbled and rubbed her forehead. "And I'm not feeling the best either, you know!? I got zapped in the chest and my lab got destroyed in the process! I’m kind of in a really bad mood!” She snorted.

"Ugghh… Fine. I understand...” Spike crossed his arms. "But at least you didn’t have anything crazy happen to you! I've shrunk down to the size of a cockroach!” He shook his head, looking upwards. "Jeez you're big..."

"Yeah...” Twilight sighed. "And since my equipment is damaged, there's pretty much no way to reverse it for the time being." She glanced down and noticed one of her nipples was showing through her burnt T-shirt, which she quickly moved to cover up with her arm.

"Right...” Spike sighed. "But you... CAN fix it, right? I'm not gonna be stuck at this size forever?" He gulped.

"Well... It's possible I might be able to reverse it. But... It took me months to set that experiment up. You might be stuck at that size for a while.” Twilight patted him. "Sorry about that. I'll get you some blankets and food and water and make sure you're comfortable.” She offered him her hand.

Spike watched the wiggling fingers, digits easily the same size he was, and stood up.” Jeez..." He gulped, it really sinking in how small he was. He moved into the center of Twilight's palm, kneeling and looking over the purple hand. "Erm… Thanks, Twilight.

"No problem, Spike. I just want you to be okay." Twilight nodded and held her arm in front of her chest to try to cover her nudity as she walked down the hallway and into her bedroom and turned on the lights. Up above, a mix of several different crystals hovering in midair started glowing, filling the room with light. "How are you feeling?” She asked.

"A bit sore. But I’m otherwise alright.” Spike groaned, still getting used to Twilight’s massive size, trying not to stare too much at her semi-exposed boobs.

"That’s good to hear.” Twilight smiled and lay down on her purple bedsheets, which smelled faintly of lavender. "I should find you a place to sleep. You want to just sleep in your old room? Or would you rather be a bit closer to me?”

"Hmmm...” Spike rubbed his chin. "It might be better if I were somewhere within earshot of you. In case I need anything. Y'know?”

"Let's see. Where can I keep you. Aha!" Twilight spotted a tissue box over by one of her desks. Her horn glowed and it floated over towards her. "Here we are. This should work for the bare minimum."

"A... tissue box? I guess it could work..." Spike blushed. "Not the best, but... Better than nothing."

"It should be soft enough. You can use the tissues as blankets. It'll be perfect for you." Twilight gently placed Spike inside and put the box on the desk next to her bed. "You need anything else?"

"Um… If you could bring me a gem to munch on, that would be nice.” Spike blushed. "I’m probably going to need some time to come to terms with this. Some comfort food would really help right now.”

"Sure.” Twilight rummaged through a drawer and pulled out a tiny ruby shard, which was almost half as big as Spike. She rubbed her mane and looked down at her tattered clothes. "I'm probably going to shower before I go to bed. Get out of these ruined clothes. You need anything else?”

Spike sighed. "No… I suppose not. Thanks for this… Night, Twilight.” He curled up into the corner of his box and drifted off to sleep, his mind worried about the future.

Spike awoke a few hours later, to the lights above him flickering. He knew they weren't supposed to be doing that, and they were enough to wake him up. "Huh?" He smacked his lips, hearing a soft moaning outside his makeshift bed. He groaned and crawled his way to the opening of the box, lifting himself out of it to look around at the sound. "Nnhf... Twilight?"

The soft moaning got louder and louder, and Spike could hear the sound of flesh rubbing against flesh. Sure enough, Twilight's hand was inside her pants. She seemed to be rubbing herself in her sleep, and the dim lights seemed to be flickering to the tempo of her rubs.

Spike blinked as he saw the event going on before him. He couldn't believe what he was seeing. Twilight never masturbated. No matter how stressed she got. "Wh... what the...? Oh dear..." He glanced up at the flickering lights for a moment, then back at her. "Something strange is definitely going on...”

"Mmmm..." Twilight grunted in her sleep, her tempo getting faster and faster. The lights started to match the pace of her masturbation and she began softly panting as she moved her hand back and forth against her aching clit. "Ooooohhh..." Twilight cooed as she climaxed.

Spike heard a noise akin to a lightbulb shorting out, and the floating light gems winked out and fell from the sky, clattering all over the room. "Gyah!” Spike cried as the gem landed right in front of him.

Twilight awoke from her sleep from the sound of her lights clattering down all around her. She moved her right leg just in time to avoid one of them, and another bounced off her shoulder. "What the heck? What's going on?" She looked around in shock, her horn lighting up to replace the illumination that was lost from the failed lightstones.

Spike heard the sound of Twilight's voice calling out and blinked a few times. Waiting for the chaos and crashing to calm down, he peeked his head out of the tissue box. "Twilight?"

"Spike?" Twilight looked over to her desk and looked over him, seeing a fallen lightstone on the desk. "Are you okay?"

Spike looked around, seeing the purple light coming from Twilight’s horn. "I... I think so." He gave a sigh of releif. "I'm just glad I didn't get hit by them."

"What the heck just happened? The lightstones just started to fall from the sky… That was... so weird... Were you doing anything?" Twilight looked around in confusion.

Spike shook his head. "No. I was asleep. I was actually woken up by you... uh..." He blushed. "You were... doing something in your sleep…" He bit his lip. "I think that may have been what caused it...”

"Was I?" Twilight gave a puzzled look. "What was I doing? Mumbling or something? Working on some sort of spell? That's possible. I have been working really hard of late. Maybe I was casting something in my sleep that messed up all the lightstones."

Spike averted his eyes and gave a sheepish grin. "Well uh... you were kind of, um.... moaning and... erm..." He coughed, looking away again towards the dead crystal next to him. "You know... you were kinda loud..."

"Moaning and loud? What do you mean? Did it sound like I was casting a spell, or... Wait..." Twilight noticed that wetness inside her panties. "Oh Celestia! I was... Touching myself, wasn't I!?" She gasped.

Spike gave a slight nod. "Y-yeah. And... weird thing, but... the lights in the crystals were, um... they were flickering when you were doing it. I think... you may have done it... By accident.”

"Me? My horn wasn't glowing was it? I mean... It's possible, but... Super weird. I never masturbate! My lust for knowledge far outweighs that of the flesh!" Twilight looked at her sticky fingers and scowled, grabbing a tissue from Spike's box to clean herself off.

Spike jumped as the tissue was grabbed from underneath him, knocking him against the side. "Oomph! Ungh, I... I'm not sure... I didn't notice your horn glowing. I... wasn't really focusing too much on what you were doing. Nngh, sorry I... Ugh..."

Twilight shook her head, seemingly more disappointed in herself than Spike. "It's fine... I don't blame you for not paying attention to that. I mean, I just started masturbating right in front of you... I don't blame you for not paying attention. In fact, I’m glad you didn’t..." She glowered at the cum-soaked tissue and her horn glowed, incinerating the rag. "Just... Do me a favor and never mention this to anypony, please?"

Spike nodded. "Mention what to anypony?” He grinned."Nothing happened, just... the crystals just shorted out."

"I mean the whole... Oh." Twilight blushed as she caught onto what he really meant. "Heh. Thanks, Spike. You're a good friend." She rubbed her eyes and groaned. "Jeeze… What time is it?” She looked over at her grandfather clock. "That can't be right." She blinked. "It's still dark out, and this thing is saying it's six-thirty in the afternoon."

"Six-thirty in the... that doesn't make sense at all..." Spike stood up, staying in the tissue box as he tried to get a glimpse outside the window, seeing the moon still high in the sky. "What's going on?"

Twilight got up and walked over to the clock, moving the hands, only to find they were both pointing down because they seemed to be broken. "There must be something wrong with this thing's spell matrix." She opened up a panel in the side of the clock. "Yeah… It’s pretty much had all the magic completely drained from it. How the heck did that happen?”

"I don't know."Said Spike. "Maybe the experiment messed up all the magical items here. It's very odd."

"I can't think of anything else that would be disrupting magic on this scale." Twilight walked back to bed. "Anyway, I guess I'm going to go back to sleep. We can figure this out in the morning, alright?"

Spike nodded. "Yeah. Yeah that makes sense. I'll see what sleep I can get." He climbed back into the box and curled up in a corner to try and sleep.

"Night again, Spike." Twilight yawned and winked out the light coming from her horn. "Sleep well."

Spike sighed and curled up, closing his eyes and trying to sleep. But considering all the events that just happened, his mind was a whirlwind of activity and he barely managed to get more than a few hours of sleep.

Spike awoke around five hours later. Unlike last time, the sun was clearly up, so it was probably morning. And he could hear a familiar grunting and groaning outside his box. He sat up and blinked a few times, hearing the wet squelching sounds and pulling himself out of the box. "Wh... is that... Twilight again?" He pulled himself out of his box.

Sure enough, Twilight had her hand deep in her pants once more, a wide smile across her face as she mumbled in her sleep. "Mmmm… Yeah... Harder...” She cooed.

Spike gulped. He knew that if Twilight was indeed the one causing all the problems with the lights and other magical devices around the house, it was probably best to keep her from touching herself. "Hey!” He called out. "Hey! Twilight!”

But there was no response. Twilight was deeply entranced in her lust-induced stupor. "Ohhh… Fuck me good...” She muttered in her sleep.

"Okay... Fine." Spike wasn’t going to wait around for her to orgasm. He took a deep breath and shot out a marble-sized fireball, which exploded in the air with a loud crackle.

Twilight awoke in a startled panic. "Gyah!" She jumped. "Alright, I'm awake... I'm awake... I..." She looked down to see her moist hand jammed into her pants and sighed. '"Damn it! Not again!" She covered her face in shame.

Spike frowned to see Twilight looking so upset. "Are you okay…?” He asked softly.

"Ungh... No. I'm not. My libido is out of control." Twilight once again cleaned her hand off and destroyed the tissue,

"Look, it’s not your fault.” Spike tried to reassure her. "You’re only doing it when you’re not aware.”

"True...” Twilight admitted. "It seems like I'm only doing it in my sleep. But that shouldn’t matter! I never really had strong sexual urges like this before yesterday!” She put her face right up to Spike in desperation. "What am I going to do!?”

Spike jumped a little as Twilight’s muzzle poked him. He exhaled and slowly pushed her face back. "Okay... okay. Get a grip, Twilight. Look. We've both been through a lot last night. Maybe we should try getting something to eat so we can think with a clear head. Sound good?”

"Yeah. That's probably not a bad idea.” Twilight groaned and rubbed her neck. "We could both use something to eat. It's been a stressful night for both of us." She walked into the bathroom to wash her sticky hands off, only for the spigot to sputter as she turned it on, producing only a few droplets of water. "Gah! The water talisman is shorted out! I swear... Do any of the magical utilities in this place work properly anymore!?" Twilight hung her head.

"The sink isn't working either!?" Spike groaned. "Are you kidding?"

"Right." Twilight sighed, cleaning her hands off as best she could with the damp towel from her shower the previous night. "It would probably just be safe to assume everything here is ruined. Damn... This stress is really getting to me." She rubbed her forehead as she walked up to Spike.

"It's probably a side effect of that experiment." Spike rolled his eyes. "That's what happens when you mess with strange magics." He grumbled, still upset about being shrunk. "I mean, it could be worse! You could be as tall as I am!"

"Yeah. It probably was a side effect from my experiments. I should have taken more precautions." Twilight picked Spike up and walked downstairs towards the kitchen. "It's a major bummer, to be sure. But at least the castle didn't blow up." She walked up to her refrigerator noticed the lack of cold air inside, seeing the food had spoiled.

"Oooh... It got the cube of cold enchantment as well." Spike's face fell. "And given how everything is spoiled, it looks like it went out..." Spike paused, wanting to say it was probably when he had caught Twilight masturbating the night before, but not wanting to rub salt on that wound, he simply finished with: "Some time during the night..."

"Yeah... I guess so. But it means. Ugh... The milk has spoiled for sure..." Twilight sighed, picking up the room temperature carton and simply tossing it into the trash without opening it.

"I'd offer to make pancakes or something if I wasn't so small." Spike sighed. "What are we gonna do for breakfast?"

"I think we should just go to Sugarcube Corner for pancakes..." Twilight closed the fridge and sighed. "If anypony is going to be able to put me in a better mood, it'll be Pinkie. That and it'll prove I'm not dead. We've been cooped up inside for like, five days." She blushed and placed Spike on her shoulder.

"Yeah. It'll be good to get out of the castle again." Spike stood up and stretched.

"That and I'll be able to show off just how cute you are at this size." Twilight winked and stuck out her tongue.

"Har Har." Spike rolled his eyes. "You better not make a big deal out of it if you want your little bedtime habits to go unmentioned." He stuck out his tongue back.

"Fair enough." Twilight patted him and headed outside.

Most of the ponies happily greeted Twilight as she walked down the road, happy to see the princess of friendship in person. A few gave odd glances to the diminutive dragon on her shoulder, but nopony actually stopped her to ask any questions. "So..." Twilight turned to Spike. "How are you holding up?"

"This sucks." Spike pouted, clinging onto Twilight's mane for leverage. "I feel all small and puny."

"Well, you are kinda small. Just relax a little. All that stress isn't good for you. Trust me, I would know." She walked towards the large bakery that looked like it was made of gingerbread. And it smelled like it too. Above the entrance was a sign made of letter-shaped cookies that spelled out the words 'Sugarcube Corner.' "Try not to be too mopey about it, will you? You know Pinkie hates to see her friends upset."

"Yeah, yeah... I know." Spike groaned. "I'll try my best to hide it. But you know how she is. She can basically smell sadness..."

"That's only a slight exaggeration." Twilight chuckled. "Just play it cool." She walked up to the counter, where the familiar pink mare covered in flour was running the cash register. "Hey, Pinkie." She smiled.

"Twilight!" Pinkie smiled and practically bounced over the counter to hug her friend. "I've missed you sooooooooooo much! You haven't been out of your lab in forever!"

Twilight blushed as her friend wrapped her arms around her. "W-woah woah! Maybe some warning next time? Uh..." She glanced back to make sure Spike was okay, glad to see him hanging from her mane. "And um... Yeah... I've been busy... Had a bit of a lab accident yesterday. It destroyed a lot of my appliances and well, poor Spike was..." She gestured towards her mane. "Well..."

"Eeeeeeeeeeeee!" Pinkie squealed upon spotting Spike. "He's so cute!" She snatched the dragon up from Twilight's mane and cuddled him against her considerable breasts. "How'd he end up like this!? He's like a little pocket dragon! Yes he is!" She picked up a chunk of chocolate chip cookie and offered it to Spike.

Spike winced at the high pitched squeal, not able to cover his ears thanks to him clinging to Twilight's mane. He then grunted as he was suddenly smushed against a pair of breasts considerably larger than he was. "Unf! I'm glad to see you too, Pinkie..." He squirmed a bit, face turning red as he realized just how small he was compared to Pinkie's bosom. He turned towards the bit of cookie and smiled. "Oh, and umm... Thank you." He licked his lips and happily took the chunk of pastry.

"No problem, cutie." Pinkie blew Spike a kiss. "Man, I wish I had a dragon about your size. He'd be great! I could pat him, and feed him! And he'd be able to light birthday candles for me! I mean, I love Gummy and all, but it'd be really cool if he could breathe fire, wouldn't it?" She beamed.

"Erm... I guess so...?" Twilight grinned and rubbed her mane.

"So what's it like being small, Spike?" Asked Pinkie. "What were you and Twilight working on? Did it work? Did you plan on becoming small? Can I become as little as you? Does being that small make my boobs look big!?"

"Pinkie!" Twilight blushed, her eyes involuntarily drawn to her friend's chest.

"Woah woah, one question at a time." Spike shifted a bit in the pink pony's grip. "Um... No. I shrank by accident while Twilight was experimenting with extradimensional magic. And no, Twilight doesn't know how to reverse it. Or even what caused it. So it's just something I'm going to have to deal with for the time being..." Spike grinned sheepishly, pretending he didn't hear Pinkie's last question.

"Awww. Still no luck, Twilight?" Pinkie gave a slight frown. "Don't worry! Keep at it and I'm sure you'll be able to... Do whatever it is you're trying to do!" She started smiling again. "You're the smartest pony I know! If anypony can do it, it's you!"

"Yeah. Hopefully. We're still in the process of damage control from this last incident." Twilight nodded, trying to keep her eyes off Pinkie's chest. "Seeing if there are any weird side effects. So far Spike shrinking and some blown-out appliances seem to be the worst of it. But we're keeping out eyes open for... more... subtle side effect..." She bit her lip as her attention was drawn to Pinkie's milkers once more. The two bouncing pink mounds looking quite inviting.

"Awww. I'm sorry, Twilight." Pinkie frowned, her chipper mood returning seconds later. "But hey, at least you got us this cute little guy!" She patted Spike on the top of the head. "How long are you going to be tiny, Spike?"

"I don't know..." Spike grunted as Pinkie patted him. "Until Twilight manages to fix me. I know you think I'm cute and all, but I still can't wait to return to my old size..." He finished his bit of cookie.

"Think you can figure something like that out, Twilight?" Asked Pinkie, looking up at her friend, who was staring hypnotically at Pinkie's breasts. "Twilight?" She paused. "Twilight!?"

"Huh!?" Twilight snapped out of her trance and gasped as she realized what she had been doing. "Oh. Right! I... Umm... I'll try." She shook her head back and forth. "Yeah. I'll see what I can do. Was nice seeing you, Pinkie. But I have to go for now."

"Um... Okay, Twilight..." Pinkie gave a confused look. "See you later..."

"Wait! What about breakfast!?" Spike yelped as Twilight snatched him up and ran out of the store, before ducking down into an alleyway half a block away, where she began panting and sweating.

Spike gave Twilight an odd look. "Twilight? Twilight what's wrong? You're... acting strange..."

Twilight clutched her chest and her panting started to slow down. "I.. I don't know. It's just... All of the sudden my chest started hurting. Like my bra was on too tight." She reached back and adjusted the straps, letting her meager chest mounds hang out a little further.

Spike could have sworn they had grown a little. He stared upwards at her and grimaced. "Yeah... They do seem to be a bit... Fuller." He glanced up at her chest. "Especially from my tiny perspective."

"Yeah. And I kept feeling... aroused. Like. Really aroused. Something is definitely going on with me. This isn't normal at all!" Twilight hung her head.

"I noticed you kept staring at Pinkie's breasts." Spike added. "This is odd, Twilight. You've never stared at anything that you weren't researching for that long. Heck, I don't think I've ever seen you ogling somepony before. Let alone a mare who happens to be a close friend of yours!"

"Exactly! Which is why this situation is so messed up!" Twilight shook in worry. "I mean... Pinkie is my friend! And yet in that moment of craving... I just wanted to pin her down to the counter... Take her breasts in my hands and..."

"Twilight!" Spike interrupted her. "Thinking about it is just going to make it worse! We need to figure out why you're feeling this way." He rubbed his chin. "Hmmm. You got hit by energy bolts from the portal as well, right?"

"Yeah. I did. Twice. Knocked me out. You think that might have something to do with it?" Twilight ran her hands over her chest, trying to estimate just how much her boobs had expanded. Though deep down, she was getting somewhat turned on by the sensation of her self-groping.

"I mean, it probably did." Spike shrugged. "I don't know magic half as well as you do, but it seems the only logical answer to me." He asked, glancing down at Twilight's rubbing of her own chest.

"Well, I could try scanning myself for enchantments when I get home." Twilight moaned softly. "No idea if they'll show up though, since this is extraplanar energy. But it doesn't hurt to try." She started massaging her breasts harder.

Spike frowned. "Quit that..." He said sternly. "You're getting far more into that than you should."

Twilight pulled her hands away from her chest and blushed. "Aw jeeze... You're right." She stood up and wiped the sweat from her brow, shivering a little. "Ughh... I'm so fucked up..."

"You need to get home as soon as possible." Spike clung to her mane, getting ready for her to move quickly. "If you're feeling explainable feelings of intense lust, it's probably for the best for you to avoid other ponies."

"Yeah..." Twilight stood up and started moving towards the end of the alley. "There's clearly something wrong with me, and we need to find out what before..."

Suddenly, a blue figure streaked down in front of them and blocked Twilight's path. "Heya, egghead!" Rainbow Dash smirked. "Finally decided to get out of the lab, huh?"

Twilight gasped at the sudden appearance of Rainbow. The blue pony was clad in her blue skintight Wonderbolt outfit, showing off her muscular well-toned body. The very appearance of it made Twilight shiver with arousal. "Rainbow... Please... I'm really not in the mood." Twilight panted, trying to keep Spike hidden from her, as she wasn't in the mood to explain anything to Rainbow at the moment.

"Pffft. You're never in the mood, Twilight. You're always such a prude." Rainbow walked up to Twilight and smirked. "You need to loosen up a little. Have some fun maybe? Y'know?" She glanced up at Twilight's mane, noticing the tiny creature partially hiding in it. "What've you got there?"

"Ungh... It's nothing. Just..." Twilight whimpered and tried to push past her, but Rainbow spread her wings out, keeping her from passing. "Rainbow, please! I need to get home as soon as possible!" Twilight clutched at her chest, feeling the burning desire growing within her at the sight of Rainbow's majestic wings.

"C'mon, Twi! We haven't seen each other in nearly a week! The least you can do is show me what you've been working on!" Rainbow pouted, folding her arms in front of her spandex-clad breasts.

"Fine!" Twilight snipped and reached into her mane. "I'll show you. Spike, say hello!" She held the tiny dragon out in front of Rainbow.

Spike blushed and shifted a bit in Twilight's grip as she looked upwards at the blue pegasus. "Uh... hi, Rainbow..." He blushed. He could tell Twilight was quite annoyed... partly from the tone of her voice and partly from the firm grip she had on him.

Rainbow's eyes widened and she picked Spike up out of Twilight's grasp, examining the little dragon. "No way! You've managed to find a way to shrink people to the size of bugs? That's so awesome!" She chuckled. "What a great spell! More than worth the week you spent on it!"

"Ooof! You ponies really can't stop grabbing me, can you?" Spike grumbled as Rainbow poked at him. "And she didn't shrink me on purpose! It was a freak accident."

Twilight panted, her eyes glazing over as she stared at Rainbow's boobs. "It's to be expected, Spike..." She licked her lips. "Rainbow is a very excitable mare..." She began breathing erratically. "Such lovely wings she has..."

Rainbow was too focused on examining Spike's tiny body to be paying attention to Twilight, but Spike was starting to get increasingly nervous. He glanced up at Twilight. "Uhm... Twilight?"

"Oh... Yes... A very, very excitable mare... One with a magnificent body..." Twilight's eyes fully glazed over, and she walked up to Rainbow, grabbing her shoulders in a tight embrace, and then she put her lips up to Rainbow's, making the cyan mare's eyes go wide in shock.

Spike's jaw dropped. "Oh jeez, uh... Twilight! Twilight snap out of it!" He shook his head in absolute shock. "Uh, Rainbow Dash, I think she needs a slap or something..." He said nervously.

Rainbow gasped as her lips parted briefly from Twilight's, a surprised smile across her face. "W-w-wow... When I said you needed to have some fun, I didn't necessarily mean right now..." Rainbow placed Spike on top of a dumpster as Twilight pulled her into the alley. "But... I've never been opposed to a good roll in the hay."

Spike gulped as he was set down, stepping back as the two ponies slunk into the alley. "Twilight! I... Oh Celestia... She's... Whatever is happened to her is really hitting her hard...." Spike looked on in disbelief.

But as Twilight kissed Rainbow, something strange started to happen. Rainbow started to shrink. At first it was subtle, but then it started to become a lot more obvious as she started to slide down inside her suit. Her wings also started to vanish within the spandex, and her bust and curves started to flatten out. Meanwhile the opposite was happening to Twilight, and her bra could be heard snapping beneath her clothes, and her body was shooting upwards, leaving an obvious gap between her shoes and her pant legs.

A tingling feeling began to fill Twilight. At first it was subtle, but she quickly let herself become enraptured by it as it spread through her body.

Rainbow on the other hand, looked completely terrified, and began squirming to get away from the kiss. "Hnnngh... T-t-twilight..."

Twilight moaned as her feet expanded, causing her her shoelaces to pop. Her muscles started to twitch and flex. And then, slowly, she started to grow. Her legs lengthened, her hands stretched outward, her head gradually rose towards the sky.

Rainbow was beginning to change as well. Her tight suit was no longer skin-tight. The normally tough Wonderbolt looked less imposing, less intimidating, less sure of herself. Soon it was clear Rainbow was getting smaller and her feathers were molting. Her eyes were frantic, like a caged animal. Her arms receded back into her sleeves, her pant legs became loose and baggy.

Seeing Rainbow dwindling away like this was absolutely thrilling to Twilight and she couldn't help but grin. She could feel her body getting bigger. Her clothes tightened, and she started to hear the sound of creaking fabric. Gradually the process began to slow down. Twilight surveyed her surroundings, seeing the dumpster that was once as tall as her now only came up to her shoulders. Rainbow was hunched over in the corner of the alley, curled up inside her suit, making her look smaller than she actually was. "Wow..." Twilight moaned, rubbing her baseball-sized boobs like she was high on an aphrodisiac.

Spike froze and his eyes widened. Twilight making out with Rainbow was unbelievable enough. But to see her sucking mass out of her friend like a voracious vampire was beyond comprehension. "Wh-what the hell?" Spike screamed. "Twilight!" He moved towards the edge of the dumpster, a look of sheer horror across his face.

Twilight pulled her hands from Rainbow Dash, leaving her a three-and-a-half tall mare inside an oversized suit. Twilight drooled and panted like wild beast had just feasted. She ran her hands across her new cup size with a sensual moan. "Ooooohhh... Yessssss..." She groaned in sheer bliss.

"What the fuck... What the fuck did you do to me!?" Rainbow flailed around inside her suit, pushing it off and gasping. "My size... Why am I so... Wait..." She glanced back, noticing the lack of feeling back there. She reached back with a hand to where her wing should be and screamed. "Gyah! Twilight! You fucking bitch!" She shouted, grabbing a discarded broom handle from near the dumpster.

"Oooooh. I sure am..." Twilight grinned. "Thank you so much for the size, Rainbow..."

"Why you..." Rainbow seethed, her eyes twitching in rage. "I'm gonna shove this stick so far up your ass you'll be able to taste it! Shrinking me is one thing, taking my boobs as well... But you do not. You do fucking not mess with my wings!" Rainbow charged towards Twilight.

"No... As good as that might feel, I don't think you will." Twilight smirked and casually zapped Rainbow with a burst of magic, making the irate pegasus sway back and forth, before collapsing into the mud. Twilight stood over Rainbow, a look of unconcerned smugness on her face. She walked up to Spike, clearly not herself and snatched him up from the dumpster. "Let's go home, Spike..."

Spike stared at her. He tried stepping back in fear. "T-Twilight... I... I don't think... Oh Celestia... Oh Luna... What did you do to her? She's.... Twilight get a hold of yourself..." He started to hyperventilate, horrified that Twilight might try to suck what little size he had left out of him.

But Twilight didn't respond to any of Spike's complaints, she simply walked back towards her castle. She got a few stares and double takes as ponies noticed and looked over her slightly larger form, but nopony stopped her. They simply assumed it was a spell of some sort. At last Twilight got home, slammed her door shut and leaned against it, feeling the cool crystal brushing against her majestic new wings. "Ahhh..." She panted, her hand falling to the ground in a state of relaxation, allowing Spike to squirm free of her digits.

"T-Twilight?" Spike gulped, walking in front of her nervously.

Twilight was panting and sweating, but she seemed to be calming down. She glanced down towards the dragon and smiled. "Yes, Spike?" She purred.

"W-what..." Spike stammered, his body shaking in fear. "What happened back there? S-s-since when did you know that spell!? What happened to Rainbow Dash!? What happened to you!?" He threw his arms up in the air.

"I..." Twilight started. "I don't know..." She panted. "I just remember getting really frustrated with Rainbow, and..." She paused, rubbing her chin. "Come to think of it, what did I do? And why is my bra broken?" She looked down at her chest, immediately noting it had grown.

Spike gulped, but slowly moved towards her. "You... you were staring at Rainbow's body. Like you were for Pinkie. And then you... grabbed her and started kissing her. I've never seen you act so lecherous!" He smirked slightly, glad that Twilight making him play Scrabble every weekend had paid off. "You... Erm... pulled her into the alley and... while you were kissing her, it looked like... she was getting smaller and you got bigger. It was like you were leeching the size right out of her or something!"

"I... I was?" Twilight rubbed her mane. "N-no... I couldn't have. Rainbow is my friend. I'd never do something like that to her... Would I?" She asked as if she wasn't quite sure of herself. "Was she angry...?" She gulped nervously.

"Furious..." Said Spike. "I think she was moments away from trying to kill you. So you knocked her out with some sort of spell and left her in the alley. Then you grabbed me, and came back here. Twilight... what's gotten into you?"

"I... I don't know." Twilight stammered. "This is crazy... There's clearly something wrong with me, and I'm not sure what..." She looked down at her breasts and gulped, rubbing her hands beneath them. While she felt a little guilty about how she acquired them, she had to admit, they felt really good. "W-what do you think is wrong with me? It's almost like I have... some sort of vampirism?"

Spike shook his head. "I have no idea... You said when we were leaving Sugarcube Corner that you could cast some scanning spell on yourself or something? Maybe it's a side effect of the experiment when it went wrong or something?"

Twilight took Spike out of her pocket and placed him near her feet. "Y-yeah. I got zapped pretty good by some of that extraplanar energy. Maybe that did something to me. I'll go ahead and give myself a quick scan and then we can..." There was then a knock on the door, and Twilight froze, hearing a chipper voice on the other side.

"Hey, Twilight! I brought you some cupcakes!" Pinkie chirped. "You ran out of the store in such a hurry this morning! I figured you needed to get back to work, but that's no reason you cant enjoy a little snack while you do it!"

Spike froze and turned towards the door. "Gah! That... sounds like Pinkie... What do we do?"

"Go away, Pinkie... I'm... Really busy at the moment." Twilight grit her teeth and began sweating once more. "I... I might not be safe to be around..." She idly rubbed at her breasts, not even thinking about what she was doing. The twin orbs of purple flesh were full and round. But deep down... Twilight craved for them to become larger.

"Aww. Come on Twilight." Pinkie giggled. "You're my friend. It's always a treat to get to spend time with you. Now come on, open the door." She knocked again. "C'mon... I got cupcakes!" She said in a sing-song voice. "And we all know how much you love those."

Twilight's eyes started to glaze over once more, and a grin came across her face and her rubs became more and more feverish. Already, the sorrow from her last fever of lust was quickly fading into oblivion, and that predatory hunger was returning to her. "Cupcakes, you say?" She licked her lips, craving something much, much sweeter than sugar.

Spike gasped. He recognized that smirk. Those half-lidded eyes. That was the same expression Twilight had made right before she drained Rainbow. "No! Pinkie! Get out of here! It's not safe! I don't know where you should go! Just... stay out of the castle! Twilight isn't safe to be around!" He screamed as loud as his tiny lungs would allow him.

But his warnings were far too faint to travel through the crystalline door, and Twilight opened the door to the castle and eagerly pulled Pinkie inside. "Come on in, Pinkie. Now that you mention it... I am feeling quite hungry..." She drooled.

"Heheh. Guess it's a good thing I came over." Pinkie glanced down at Spike and waved at him. "Heya, Spike! I feel like it's been at least fifteen minutes since we've last seen each other. What's new with you?"

"Run!" Spike screamed. "Pinkie! You need to keep away from Twilight! She's not herself! You're in danger!" He said quickly, hoping his frantic warnings would be enough to save his friend.

"Awww. That's nonsense. Twilight looks fine." Pinkie patted Twilight's mane. "She's just tired and hungry. I'd be cranky too if I had been cooped up in a lab for nearly a week." Pinkie paused and noticed that smug grin on Twilight's muzzle. "Well come to think of it... She has grown a little." Pinkie looked up. "And her boobers are quite a bit bigger than they were this morning..." She took a step back. "Are um... Are you okay, Twilight?" Pinkie gulped as Twilight started to loom over her.

"Oh yes..." Twilight chuckled darkly. "In fact, I feel better than I've ever felt before. Now... Gimmie those cupcakes!" Twilight grabbed Pinkie's breasts and her horn started glowing, her tongue lolling out to the side as she sucked the curves and size out of her friend. "Mmmm... Yes... So sweet and tasty..." She panted.

"Ahhhh!" Pinkie yelped in panic, and tried to pull away from Twilight, dropping her box of cupcakes and letting them splatter all over the marble floor. But there was nothing she could do to resist her taller friend. "Twilight! Wh-what are you doing!?" She whimpered.

"I am the Element of Magic..." Twilight continued to grab onto Pinkie's rapidly shrinking breasts. "And yet I am reliant on you to channel my ultimate power. I am simply removing that inconvenience. Think if it like me being a key ring. I am simply adding your key to mine."

"But my boobles!" Pinkie sniffled, seeing her chest and hips go flat. She squirmed around, but with her now-diminutive stature, there was very little she could do, and before long the pink mare was reduced down to the size of a foal, spilling out of her clothes. Meanwhile, Twilight stood another six inches taller and her breasts plumped up to the size of grapefruits, with several rips along the seams of her clothes.

"Those are the 'pound of flesh' I am appropriating for this transaction." Twilight smirked. "Besides, I'm sure in time you'll come to find they look better on me than they ever did on you." She moaned, feeling her clothes creaking against her body.

Spike stared at Twilight, paralyzed in fear. He could do nothing but watch. But at the same time, he had to do something. He had to get help somehow. He ran behind the vase that was used to hold wet umbrellas and prayed that Twilight wouldn't see him.

"Ahhh..." Twilight gave a satisfied pant as she finished her spell, Pinkie now standing a mere three feet tall. "Ooooh. Fuck... I needed that. Thank you, Pinkie." She leaned down and kissed her friend on the forehead, Twilight standing at healthy six feet in comparison.

"That wasn't nice at all, Twilight!" Pinkie growled. "You're just being a big old meanie! Now gimmie back my boobers! Or I'll...!"

"I'm sorry, Pinkie. But I'm very busy at the moment, and I don't have time to deal with your petulant whining." Twilight rolled her eyes and her horn lit up with blue magic. "Why don't you take a nap!?" A blue miasma surrounded Pinkie's head and she fell to her knees, letting out a soft groan before passing out on the floor. Twilight gave a sly grin and looked around the room. "Now, where was I? Ah, yes. I was going to scan myself for enchantments for... Spike." Twilight looked around the room. "Spike? Where are you?"

"Oh Celestia... Twilight..." Spike muttered, his body cold with fear. "What's happened to you...?"

"Come on now, Spike. There's no need for you to be scared." Twilight panted, stripping off her jacket in order to deal with the body heat her new size gave her. "It's me. Twilight. Your friend, remember?" She checked the bottoms of her soles, as if she were making sure she hadn't accidentally stomped on him. "What's the matter? Are you afraid? What is it you fear? I'd never do anything to hurt my good friend."

Spike just held completely still, making sure to keep his breaths as shallow as possible. He knew Twilight could be extremely observant when she put her mind to it, and he didn't want to do anything that could give away his position.

"Come on, Spike. This is idiotic. You need me! Somepony needs to be the one to grow you back to your original size! And who better to do that than one of the most powerful alicorns who has ever lived!?" Twilight scoffed. "Soon to be the most powerful of them all!"

Spike closed his eyes and hung his head. Twilight was right. Without her, he would have very little hope of getting back to his original size. He knew that as powerful as Celestia was, she was no Twilight when it came to understanding strange arcane magic. With a gulp, he stepped out into the open, hoping that he would be able to shake her out of her alternative personality.

"There you are." Twilight smirked and crouched over Spike. "Like what you see? I'm sure you've noticed I'm a bit bigger than I was a few moments ago. Heheh." She ran a hand against her left breast.

"Twilight..." Spike shouted. "You're... You've just sucked the size out of your friends!? That's crazy! Think about it! What have you done to Pinkie!? To Rainbow!? Stop it, Twilight, please... This isn't you..."

Twilight paused and blinked, her eyes dilating and contracting. Her cocky grin slowly turning into a shocked frown. "Spike...?" She gasped, her voice echoing through the castle. "Oh Celestia... Pinkie!? What have I done...?" She fell to her knees.

Spike gulped at the sound of Twilight's despair. Timidly, he slowly walked up to her and placed a hand on her knee. "T...Twilight?"

"Spike..." Twilight blinked rapidly, trying to fight back her tears. As she recalled the events of the last several minutes, it dawned on her just how terrifying she must of looked, especially to someone as small as Spike. "I'm... I'm sorry..." She hung her head.

"Twilight..." Spike said somberly, looking over at Pinkie's sleeping form. "You... you lost yourself. When Pinkie showed up you grabbed her and..."

"I know what I did..." Twilight gulped.

Spike nodded and sighed. "Something is wrong with you. Very, very wrong. You weren't even talking like yourself... I think... Whatever happened to you with the portal. It's bad..."

"It is... It really is..." Twilight panted, her chest heaving up and down. "It's like my personality is being... changed. I'm becoming a lot more lustful and power-hungry. I mean... Poor Pinkie..." She ran her fingers through her friend's mane. "Why would I do something like that to her?"

Spike blushed deeply at Twilight's heaving chest. "Twilight... you need to scan yourself now. If there's any way to figure out what's happening to you..."

"Right..." Twilight's horn glowed and she began casting some sort of spell on herself. "I'm not exactly quite sure what I'll find. But... We need to look." She closed her eyes and gasped, her whole body shuddering.

Spike gulped. "What... What is it Twilight? What did you find?"

Twilight's eyes remained shut, but that familiar smirk came across her face. "Were you looking for me, Spike?" She spoke in a sultry tone.

Spike slowly took a few steps back. "Twilight?" He paused. "Wait... You..." He took a deep gulp. "You're not... Twilight... Are you?"

"Sure I am!" Said the voice. "I'm just the part of her she buries. Her ambition, her passion, her... Mmmm... Blind carnal lust. I'm all the things Twilight Sparkle shoved in her mental closet. The things she wishes she could be, but hides away." She chuckled.

Spike frowned. "Okay then... But if that's true, then how... how are you... so active like this? What woke you up? Let you out of your cage?"

Twilight shrugged. "Oh, I don't know. I'm guessing it had to do with us playing around with those portals. I don't know exactly why it happened, but it's fucking great! Now I can come out to play from time to time instead of being locked up in the bookworm's closet all day!" She chuckled. "I guess her poking her nose in places it didn't belong paid off. This is the most fun we've had in ages!"

Spike bit his lip. "And how did you do..." He pointed at the unconscious Pinkie Pie. "...THAT to her friends? And why!?"

"Oh? That?" Twilight chuckled. "That's a trick I picked up when the closet door shattered. I don't know where it came from, I just sort of knew how to do it on instinct. I'm guessing it's a spell from another dimension. That or we've evolved past being a simple alicorn into something greater. Either way, I am loving the side effects." She massaged her breasts and purred. "Ooooh. It feels so good to drain them. Especially the magic of the elements. It makes us feel so amazing. Even the other Twilight cannot deny this!"

Spike backed up nervously. "Let... let the other Twilight back..."

"Alright, fine." Twilight stuck out her tongue and closed her eyes. "The bookworm can play for a little bit. But I'm not leaving. Once she finds out how much fun it is to be powerful and sexy, she'll want to be me forever. Seeya, scales." She winked and then Twilight's eyes opened up.

Spike ran back up to Twilight's knee. "Twilight? Twilight!? Are you... are you back?"

"Ooogh... Yeah. Yeah, I'm back." Twilight groaned and ran a hand through her mane. "And I heard part of that... There's... There's something inside of me!"

Spike bit his lip. "She... she said that... she was the part of you that you repressed. The part you buried. You... whatever happened to you during the lab accident, it awoke a second personality in you. I..." He shook his head. "How the heck are you going to deal with this?"

"I... I don't know. Especially because she's... She's kinda right. I mean, I feel terrible about what happened to Pinkie and Rainbow, but at the same time... I did really like being her. I felt so sexy... So powerful..." Twilight tapped her fingers together nervously. "I guess... The only thing I feasibly can do is just... avoid hanging around anypony else. She doesn't seem to want to drain you. I'm not sure if it's because you're a dragon, a male, or if there simply isn't anything to drain. But regardless..."

Spike opened his mouth to speak, and sighed. "There has to be something you can do! We gotta tell somepony, anypony! The princesses! They'll know what to do!" He snapped his finger. "I'll just write up a message and..."

"Spike. You're the size of a lighter." Twilight sighed. "You'll barely be able to send them a postage stamp."

"Oh... Crud. You're right... Chances are good Celestia might not even see it, and if she does, she'll probably think it's a prank or something." Spike looked over to Pinkie. "I... I mean, can you do anything for them? Anything to... at all?"

"Well, I think the best thing is to keep them asleep for now." Twilight sighed and picked up Pinkie. "I pretty much sucked all their... sex appeal out of them. That'd tire anypony out."

"Their... their sex appeal?" Spike looked up at Twilight, blushing deeply as he looked over her body... and massive boobs. "Yeah. You did. That'd uh... explain the chest..."

"My alter-ego seems to be a total nymphomaniac! She's no doubt the reason I spent all of yesterday evening touching myself." Twilight grunted. "And it would explain why my growth spurts seem to put a lot of attention on the hips and bust." She massaged her waist.

Spike blushed deeply. "Well uh... if she's your repressed side, and you're a total bookworm who never gets laid..." He tapped his fingers together. "You sure you can't think of anything?"

"I could try an exorcism maybe?" Twilight sighed. "But would that work if she's a part of me? And even worse, what if I get horny or frustrated? She might take me over again and I could drain the very pony who's trying to help me! Heck, I can't even go outside! I might freak out and start draining more ponies." She hung her head. "Damn it... I can't seem to do anything. I can't trust myself."

"Is there anything I can do!?" Asked Spike. "Maybe... Maybe you could stay here and take care of Pinkie while I head on over to Rarity's for help!?"

"Well... Maybe. If you're sure. You're awfully tiny though. You might get stomped on by accident." Twilight bit her lip.

"Aww, come on, Twilight." Spike chuckled. "I've managed to make it through the Everfree Forest, no problem, and your concerned the streets of Ponyville will be a problem?"

"You're only a few inches tall! But, If you're sure you'll be able to survive out there." Twilight nodded. "I wouldn't want you to get hurt. Especially since I'm the reason you're so tiny."

Spike nodded. "We don't really have much other choice, do we? I'll be fine. Don't worry about it."

"Alright, but be careful out there." Twilight's horn glowed and she cast some sort of aura over Spike. "There. I put a protection spell on you. It should keep you safe to a degree, but erm... Still don't get stomped on."

Spike blinked a few times, looking down at himself as he felt some sort of energy washing over him. "Uhm, right... I'll do the best I can, thanks. Hopefully Rarity will be able to help. Take care of Pinkie."

"I will. And you take care of yourself." Twilight nodded and opened the door, using her magic to float Spike out to the edge of her property as far as her telekinesis would reach, getting him across the street before the purple aura winked out and Twilight ducked back inside her house, lest she be tempted by anypony outside.

Spike grunted, thumping to the ground and looking around. It took him a minute to get his bearings before he started walking off in the direction towards Carousel Boutique. He was careful to stay to the sides of the streets by the buildings to avoid being stepped on, dashing across doorways and trying to stay out of view. And his tactics were very successful, as he was easily able to stay hidden. Even still, walking down a block was a massive undertaking to him, especially with having to keep out of sight, but as time went by, he eventually made it to Rarity's although it was almost dark. The streets were starting to wind down for the day and the sounds of owls hooting in the distance were making him quite nervous. But he had finally made it to the Boutique. Now he just needed to find a way inside. It took a few passes of the building, but eventually he saw a screen door. He had to tear through the mesh with his claws, but it was an emergency. Rarity would understand.

"Alright, Rarity." Spike bit his lip. "Where are you?" He mumbled to himself as he walked through the kitchen. He heard movement coming from the living room, making him smile. "Rarity?" He asked. "Rarity, is that you? It's me, Spi..." As he rounded the corner, a ball of rolling yarn passed him like a boulder, and a fifty-foot house cat loomed over him, hissing at the sight of the diminutive intruder.

Spike gasped and stared back at the cat, biting his lip nervously. "Oh... shit... uh... Hey, Opal..." He grimaced. "Nice kitty?"

Opal meowed ferociously and batted Spike across the room with a paw. Thanks to a combination of scales and magic, Spike was unharmed by the blow, but the massive feline wasn't done, and started to chase after the tiny dragon.

"Gyah!" Spike gasped and turned to run. "Oh crap!" He looked back and saw Opal was easily keeping pace with him thanks to her superior size, but at least she was hindered by her fat belly, no doubt a bi-product of her pampered existence. Even still, Spike knew he would not last long against such a large predator. Spike screamed, hoping Rarity would hear him. "Rarity help!" He ran into a corner and curled up into a ball.

But as the feline pounced, her eyes gleaming with predatory instinct, she suddenly found herself being lifted up into the air by a yellow aura as a pony entered the room. "No. Bad Opal!" The pony scolded him. "Rarity has trained you better than that!" Spike looked over the pony, and saw that she seemed to be in her younger teens.

"Sweetie!" Spike yelped out, exhaling as the feline was lifted away. "Oh thank Celestia..." He fell to his knees, tired from all the running.

"Spike!? Sweetie gasped as she placed Opal in a kennel and walked over to the tiny dragon, examining him close. "What happened to you? And why are you so small?" She paused and gave an unamused look. "You didn't come here to peep on Rarity, did you?"

Spike looked upwards and blushed. "Well, as hot as that would be, no... I actually came here to deliver a message from Twilight. It's erm... Kinda urgent."

"Rarity?" Sweetie blinked. "Can't it wait? She's really busy right now. She's got to sew a dozen dresses by tomorrow. Major contract and all that."

"Please, Sweetie." Spike begged. "Twilight's in trouble, and so are some of her friends. She sent me to get help from Rarity. We've gotta warn the princesses what's going on!"

"Oh my." Sweetie gasped. "That doesn't sound good. Erm... I'll see what I can do." Sweetie got up and walked partway up the stairs before turning back to Spike. "Ummm. Do you want me to carry you?"

"Um... yeah sure..." Spike blinked. "It was a long walk and I don't think I could make it up the stairs..." He looked around. "And, thanks for saving me from your cat..."

"Yeah. Opal knows better than to chase critters around. She's been a naughty kitty." Sweetie scolded the caged feline, before gently picking Spike up and taking him upstairs where she knocked on a door labeled 'Rarity's sewing room.' "Rarity? Rarity? Are you busy?" She continued knocking. "Open up, please. It's kind of an emergency."

"Ughhh. What is it, Sweetie?" A frazzled-looking Rarity looked out from the door and scowled. "Don't you know I'm busy? And what's that you've got there?" She glanced down at Spike.

"Rarity!" Spike called out to her.

"Spike!?" Rarity picked the dragon up with her magic. "Good heavens! What happened to you!? Why are you so diminutive?"

Spike blinked at her frazzled appearance, not liking to see Rarity in such a stressed state. "Uh, hi, Rarity." He waved. "I'm here with a message from Twilight. It's... kind of an emergency. Something's wrong, we need to speak... Preferably in private" He glanced at Sweetie, not wanting to explain Twilight's condition in front of her. "You were kind of the closest mare I could get to."

"Twilight? Ugh... Doesn't that mare know how busy I am...?" Rarity grumbled. "Well, given how we haven't spoken in over a week, I suppose she wouldn't. Fine... What's the emergency? Did she turn herself into a frog and now she's too embarrassed to leave the house, so she sent you to tell me?"

"Um, no... worse. Can I come in please? Or uh... Eep!" Spike squirmed as Rarity placed him in her mane.

"Fine... It's just as well." Rarity stepped out and stretched. "I could use a short break anyway. I need an excuse to get some wine and relax for a minute." She sighed and started walking down the stairs. "Make it fast, Spike."

Spike knew he didn't have any time to waste. "So um, Twilight's been working on some... portal to pull things out of other universes. And it malfunctioned and... Twilight and I were affected by it." He tapped his fingers together.

"Is that the reason she hasn't been out of the house for a week?" Rarity rolled her eyes as she walked into the kitchen."And I'm guessing her condition is that she's been shrunk down as small as you?" She poured herself a glass of wine and sipped it. "What a coincidence that she'd send you instead of coming over herself. Especially since she can fly and teleport." Rarity scoffed.

"I knew he was peeping!" Sweetie chimed in.

"I wasn't..." Spike growled. "Look! Twilight's not shrunk! But she's not the same! Something is severely wrong with her! She can't go out in public because of it! She's a menace!"

"What's wrong with her?" Rarity smirked, only partially listening to Spike. "I mean... I suppose I couldn't blame her. I know I'd be upset beyond words if I were disfigured in some way."

"Rarity!" Spike groaned in frustration. "She's not disfigured. It's more... mental. It's like... Ugh... this is probably gonna sound crazy, but she's gained a second personality! One consisting of all her... repressed urges and the like. And... not only that, she seems to have gained an ability to..." He glanced at Sweetie and sighed. "Drain something out of other ponies. I think... I think the other personality said that it was draining their 'sex appeal.'" He sighed. "She already got Rainbow Dash and Pinkie with it. I saw it with my own eyes. And I'm concerned that if you don't skip town she'll do the same to you!"

Rarity looked quite unconvinced. "She's draining them of their... Sex appeal?" She smirked. "Ha! That's crazy! Doesn't sound like Twilight at all!"

"It's true, Rarity! You're not safe!" Spike warned.

"Alright... Let's say what you're saying is true. Why is Twilight hanging out in her castle instead of cavorting around town with the prettiest of mares, draining the curves out of young maidens like a vampire?" She took a sip of wine. "And even if she is, what am I supposed to do about it? You remember Twilight is a borderline goddess, right?"

"There's still a little bit of old Twilight holding her sex-crazed alter-ego back. She's... she's terrified of it, we're both worried and... I don't know." He shook his head. "We need to warn Celestia and Luna about what's going on! They might be able to stop her before she gets to be too powerful!"

"Hmmm. Well, I suppose the most logical thing to do would be to talk to an actual goddess." Rarity filled a teapot with water and put it over the stove. "I'll have someone inform Celestia and Luna. They might be able to help Twilight. Sweetie might be able to take the train up to Canterlot to warn them."

"Awww. Do I have to, Rarity?" Sweetie moaned. "I have homework to do! Spike is obviously telling a half-truth at best! Can't he just keep Twilight locked up in her castle till tomorrow!?"

Spike paused. "Um... Actually, I didn't lock her up... Last I saw she was taking care of Pinkie..."

Rarity gave Spike a flat look. "Wait... So, if Twilight actually is suffering from an alternative personality disorder, then what's keeping her from just leaving the house if the other personality takes over?" Rarity crossed her arms.

"Well.... Nothing." Spike looked at Rarity and paused. "She knew I was going to warn you, and she knew I was coming here..." The impact of what may be about to happen suddenly hit him. "Oh Celestia..."

"Well then what's to keep her from just coming here and...?" Rarity mumbled, and then suddenly there was a knock at the door.

"I'll get it." Sweetie said merrily and got up from the couch to open the door. Anything to give her an excuse to stop doing her algebra homework.

"No! Don't!" Spike gasped, but it was too late.

As Sweetie opened the door, Twilight was standing there, wearing the same tattered clothes she had on earlier. "Hello." She smirked.

Sweetie backed up from the door in worry, noticing something was off about the alicorn. "T-T-Twilight?" She stammered.

Twilight simply waved her hand past Sweetie and her horn glowed. "Shhhh. Sleep, young one. This does not concern you." She walked into the boutique and gave a wide smile as Sweetie passed out on the floor. "This is between Rarity and I... And my conniving little pet who seeks to undermine me." She glanced towards Spike and waggled her finger. "Naughty dragon." She scolded.

Spike gasped and tried to partially bury himself in Rarity's mane. "Twilight!" He gulped. "I wasn't trying to... I mean, you told me to go get help so we could... I was just doing what you said..."

"Yeah. The part of Twilight that's no fun!" Twilight rolled her eyes. "But still, I suppose you're right. You were just trying to help. Misguided as you may have been." The alicorn walked into the kitchen and smirked. "But regardless, it's good to see you didn't scare away my prey. Foolish mare was probably too focused on her dresses to give your warning any thought." She picked Spike up with her magic and placed him on her mane.

Rarity backed up and gasped. "T-Twilight. Are you okay?" She bit her lip. "You look... Fabulous. Spike was just telling me all about..."

"The fact that there's another Twilight? Well, he's only half right. Rest assured, I am in fact Twilight Sparkle, she just doesn't know it yet." Twilight ran a hand across her own breasts, moaning as her now-full chest bounced and jiggled. "As you can see, Pinkie and Rainbow have been quite the lovely additions to my divinity."

"And the draining you've done has made you look q-q-quite lovely..." Rarity gulped, her eyes glazing over with fear as she desperately complimented Twilight. "Y-y-you wear their curves way better than they ever did. I must say... I'm a bit envious." She bit her lip and held up a shaking glass of wine.

"Cute." Twilight grinned and took the wine, shaking it around in her hand. "I appreciate the wonderful comments..." She gulped down the wine in a single swig. "And your hospitality, but do not think your flattery will keep me from taking your curves. I'm afraid more is needed in order for me to complete my divinity!"

"N-n-no..." Rarity put her hands in front of her chest. "P-p-please no..."

"Twilight! You can't!" Spike screamed. "Leave Rarity alone! Take my size! Anypony else's size! But not Rarity's!" He grabbed her horn.

Twilight simply rolled her eyes and picked Spike up with her magic, placing him between her breasts. "Silence, Spike. I'll deal with you later.

"Tw-Twilight... Please... You don't have to do this..." Rarity sobbed, her eyeliner running down her face. "I... I could make you new clothes. B-b-bras that fit. Just don't... Do whatever it is you're going to do to me..."

Twilight put her finger up to Rarity's mouth. "Tempting, but I'm afraid I'm going to have to decline, old friend. You see, I've been pondering to myself, and I've been thinking, what do I even need clothes for? Should I not share the visage of my divine flesh with all the world? No. I think not! Such a horrid act of censorship will not be tolerated in my world..."

"Your world?" Spike gulped.

"Your world...?" Rarity repeated a second afterwards.

"Indeed. Soon all of Equestria will be reshaped into my divine vision. But I need your essence for what I've got planned." Twilight chuckled. "And now, I am going to take what's rightfully mine."

"Oh no you wont! GYAHHHHHH!" Rarity shrieked and sunk a seam-ripper into Twilight's belly. Only for her jaw to drop in horror as the tiny blade bent against Twilight's skin.

"Hmm!?" Twilight grit her teeth, looking down as the seam-ripper left the faintest of scratches on her abdomen. "So... You seem to be trying to resist me. To fight back. I will not allow that." She shook her head. "You must have me confused with the old Twilight!" She raised her hand to slap Rarity, but refrained from actually striking her, just letting the unicorn gaze upon her hand instead. "The old Twilight had limitless potential, but she was weak and reliant on ponies like you... She believed that having too much power was a weakness."

"T-t-twilight. Please don't do this... W-w-we're friends..." Rarity shivered, looking nervously at Twilight's hand.

"Of course we're friends." Twilight smoothly ran her hand across Rarity's cheek. "But just because we're friends does not make you my equal... For one... I have the curves of three mares inside of me as opposed to one. My skin is thick and full of might. My mind is quick and full of energy. My lust is feral and full of thirst! I am a goddess! And you, are just a silly little mare with a seam-ripper..." Twilight's eyes crackled with lust, and she reached down and grasped Rarity's chest. "Now... Join us!" Her hand started glowing with so much magical energy that it disintegrated Rarity's shirt, letting Spike watch firsthand as her breasts were absorbed into Twilight.

"NOOOOOOOOOOOOOO!" Spike wailed and squirmed as Twilight's chest pillows burgeoned and bulged around him. He couldn't help but shiver as the boobs squished against him, making Spike feel sick and repulsed, as he knew the flesh was coming from the mare of his dreams. His face turned red as he watched Twilight grope her volleyball-sized breasts with one hand, all while Rarity dwindled down to hobbit-sizes.

"Yesssssssssss..." Twilight moaned. "That's it... Rarity... Give it to me. Give it all to me..." She started to glow, her clothes tearing at the seams as she expanded to seven feet tall. By this point her clothes were nothing more than tattered rags that only did a partial job at concealing her nudity, but Twilight didn't care in the slightest. Her prudish side was gone, and in its place was a goddess of lust.

Spike squirmed and grunted against Twilight's boobs. "Twilight! I know you're in there, fight this! Come on, you're hurting another one of your friends!" He shouted.

"Oooh. Don't worry about her. She'll be fine. Sure, a little sore, but ultimately fine." Twilight chuckled as she pulled her hands from Rarity, who was now drained of all of her sexual assets and laying nude on the floor. "Besides, I'll be sure to put them to better use than she ever did."

Rarity sniffled. "Twilight why are you doing this?" She looked up at Twilight with tears in her eyes. "And what have you done with the rest of our friends?"

"Pinkie and Rainbow are fine. They're sleeping like sweet little angels. I have no intention of hurting any of my friends. Just collecting what I need from them." Twilight ran a hand across her bouncing breasts. "Oh, speaking off..." She knelt down and touched Rarity's horn, absorbing it into her finger, her own horn gnarling outward like a growing tree with a lovely chorus of snaps and crackles. "You won't be needing that anymore, my dear. Somepony might get hurt."

"Ohhh... Dear Celestia... You've gone megamaniacal from all this... Where's the other Twilight? The old one!? Bring her back... Please..." Rarity sobbed.

"Ugh. Alright fine." Twilight rolled her eyes. "But I think you're blowing this all out of proportion. You'll learn to love the new Twilight soon." She snapped her fingers, the light returning to her eyes. "Mmmm...? Spike?" Twilight gasped. "Where am I?"

"Twilight... Is that you?" Spike gulped. "I... your other side took control. We're at Rarity's boutique and... Well..." He pointed towards Rarity.

"Oh shit..." Twilight gasped. "Rarity... I'm so S-" Twilight paused, the word getting stuck in her throat. It greatly upset her to see her friend in such a state, but as she looked down upon her bouncing chest melons, she pondered if she was really sorry or not. Still, she had to keep up appearances. "Sorry..." She finished.

"Y-y-you took my body... My size... My magic... Everything..." Rarity sniffled. "You... Said you were going to do the same to the rest of our friends and take over the world."

"I did?" Twilight blinked. "How? I can't just take over the world! Celestia and Luna would stop me! I don't get it! Why would I do something like this to my friends? I mean... As good as it feels, why wouldn't I just be draining them from any random pony?" She paused and started massaging her massive breasts.

Rarity blushed as she watched Twilight massage her breasts, which were covered in nothing but the shredded remains of her shirt. "I... I don't..." She thought for a moment. "Maybe it's about us all being the Elements of Harmony? And you want all that magic for yourself? I mean... If all the elements were in just one pony..."

"Then that pony would theoretically be the most powerful being to ever walk the surface of Equestria..." Twilight said softly.

Spike nodded. "And you've already got three... wait no, four of those parts inside you now!" He shook his head. "All that's left is Applejack and Fluttershy. And neither of them even know you're out of the lab, let alone turning into an evil sex-crazed megalomaniac!"

"Well, I wouldn't really say evil. Maybe more driven, but not evil. I'm not a monster, Spike. I'm still Twilight Sparkle. Just with my... more basic instincts unchecked." She licked her lips and gave a familiar smirk.

"You took my boobs and my magic!" Rarity growled. "You're evil, Twilight! I don't care how you justify it to yourself..."

"Implying that a goddess needs to justify her past actions." Twilight chuckled darkly, her eyes turning sinister once more. "Still, I can't risk you running off to warn anypony about the events that have transpired here. So..." Her horn glowed, and Rarity's eyes rolled back in her head, her short body swooning back and forth. Twilight then used her magic to pull the white mare's fainting couch up, letting her plop in it before she fell into unconsciousness. "Sleep well, my little ponies." Twilight looked back at Rarity and Sweetie. "By the time you wake up, you'll be in my world!" She turned to leave, not caring in the slightest about her state of near-nudity.

"Yeah..." Spike grumbled from in between Twilight's breasts. "You're not evil or anything... You're just draining the sexual appeal out of your friends so you can gain power..."

"Go ahead and tell me what you really think." Twilight looked down and smirked. "I'm not going to squash you or anything." She playfully smushed her boobs together, making Spike groan. "And yes... I am draining my friends. But I am doing it because it is necessary for my goals." She yawned and stretched in the cool night air.

"Hmmph!" Spike just crossed his arms.

"Yeah. That's what I thought." Twilight ran her hands over her boobs.

"You're really just showing off like this." Spike snipped. "You don't care about being... well, naked... and it's obvious you don't care about your friends anymore. After taking so much from them... Do you even care what they think of you?"

"I'm not completely naked. I've still got a few tattered rags clinging to me." Twilight chuckled. "But I'll probably outgrow them by the time I feed again." She gave a happy sigh. "And of course I care about my friends. That's why I'm doing this. There have been several times in the past where I've nearly lost them while taking on the dangers that threaten Equestria. Chrysalis. Tirek. The Storm King! Why should they or anypony else be exposed to such dangers when our nation is ruled by literal goddesses!?"

"Erm... Well, I..." Spike started.

"I'll tell you why!" Twilight clenched her fist. "It's because for all her power, Celestia is a coward! Every time a threat rises, what does she do!? Does she swoop in and use her divine power to stop whatever villain is threatening the stability of our land!? No. Of course not! She sends six mortals into harms way to do her dirty work for her! Pathetic!" She shook her head. "Now... Don't get me wrong, I have a lot of respect for my old mentor, but it's obvious to me now that she is unfit to rule. And once I have the power of the Elements, my friends will never need to put themselves in that position ever again. I will be the bulwark that protects Equestria! I will be the catalyst that transforms Equestria from being merely prosperous, into a utopia! And when the dust clears, and it becomes obvious what my power has wrought, they will bow to me, and thank me for deposing the senile sun-mare who sits on the throne now!"

"You've developed a total god-complex..." Spike sighed. "But then again, you'd probably call that a good thing at this point. But I don't know if everypony else will see it that way. Especially your friends, Twilight..." He said softly.

"And what do you mean by that?" Asked Twilight. "Nopony enjoys putting themselves in danger. And those that do are foolish adrenaline junkies who can't be trusted to take care of themselves. So yeah... Rainbow might be bitter for a long while. But she'll get over it."

"I doubt anypony enjoys having their powers taken from them. Or their size... Or their sex appeal..." He gritted his teeth and slammed a fist into Twilight's breast. "Celestia dammit! Why'd you have to drain Rarity of all ponies!? You know I have a thing for her!"

"It is a change you'll have to get used to." Twilight snorted and walked out of town, earning her several odd stares from the few ponies who were still up this late. "Besides, it's supposedly noble to love a mare for her mind over her body. But after walking around like this... Ooooh. I can tell you that's a lie."

Spike grumbled, digging his claws into Twilight's boobs in a rage. He was hoping he could leave scratch marks, maybe even draw blood. But then he recalled Rarity trying to defend herself with the seam-ripper, and realized that if Rarity's blade couldn't scratch Twilight with only two extra mares worth of mass, his puny claws would be less than nothing now that she had three extra mares worth. He hung his head and sighed. "Where are you going, Twilight?"

"I'm going to Fluttershy's place. I want to have something nice and light for a late night snack. I figured I'd have Applejack for breakfast." Twilight licked her lips.

"Twilight... Snap out of this madness!" Spike begged. "This isn't you... it's not supposed to be you. She was a kind, smart, studious mare who saw her sexual desires as a distraction at best! Twilight, you're better than this..."

"Not yet I'm not. But once I have Fluttershy and Applejack's essences, then I'll be better than this..." Twilight stomped towards Fluttershy's cottage, several animals coming up to her inquisitively, but Twilight simply cast her sleeping spell on them. "You seem to have a vested interest in keeping me from achieving my goals. You would think it would be better to support the future goddess of Equestria."

"Can you blame me for caring about others? About our friends!? When they're being... drained of their size and their magic, and discarded like... Like..." Spike paused, thinking of an analogy.

"Used condoms?" Twilight smirked.

"I was going to say candy wrappers..." Spike huffed.

"Ugh... look. I'm telling you. They'll be fine." Twilight rolled her eyes. "And if they were true friends of mine, they'd be happy to see me becoming so powerful... So... alluring." She walked up to the window of Fluttershy's second-story bedroom, seeing the yellow pegasus fast asleep in her bed, nude as she usually slept. "Ahhh... Such a lovely body, on such a lovely mare. She will make a wonderful addition to my beauty."

"If they were true friends of yours, they'd probably be very concerned about what's happened to you..." Spike gulped, looking in the window nervously. He had no idea what to do. He just felt so helpless, seeing Fluttershy laying there, knowing what was going to happen to her, and there was nothing he could do to stop it.

"Trust me, when I take over the world, and transform Equestria, the last thing they'll be feeling is concern." Twilight used her magic to unlock Fluttershy's window from the inside. She then gently levitated her bed off the floor and moved it over towards the window, before at last lifting the sleeping mare off the bed, seeing she was gently rubbing her pussy. Twilight chuckled. "My my... Looks like Fluttershy masturbates in her sleep. Doesn't surprise me in the slightest." She ran a hand across her breasts and grinned. "Such a loving mare... It must be stressful taking care of that many animals. She deserves this..." Twilight sighed, opening her mouth and licking Fluttershy's crotch.

Spike blushed deeply and his eyes went wide as he saw Twilight lapping up Fluttershy's mare juices. His jaw completely dropped as he gazed upon Twilight. It was one thing to see her masturbating, and even walking around in the nude. But to see her shamelessly eating one of her friends out!? That was too much. Spike knew that the old Twilight was gone.

"Mmm... Y-y-yeah..." Fluttershy moaned in her sleep, twitching and spreading her legs.

"Feels good, doesn't it, Fluttershy?" Twilight grinned. "There will be much, much more where that comes from in the future. You might be upset at first, but... the benefits will be more than worth it." Twilight kissed Fluttershy's crotch once more, and began the draining process, feeling the mare in her arms getting smaller and smaller as she drank in the sweet buttermilk-like taste of Fluttershy's curves, causing the alicorn to grow larger and larger. "Hnnngh... Yessssssss..." Twilight moaned, her head going backwards in pleasure as her remaining clothes were torn to shreds and fell from her expanding body.

"Mmmm... Aaaah! Hnnngh!" Fluttershy panted, her pussy erupting with multiple orgasms as Twilight pleasured her. "M-m-moooore..." She shook with lust.

"Of course, Fluttershy!" Twilight ran her hands across her nearly head-sized breasts, her wings coming out and spreading themselves wide as Fluttershy's withered away. "Hnnngh... I can feel the power inside of me... Even with one pony missing, it is still... exquisite beyond words."

Spike bit his lip, grunting as Twilight caressed her bust, trying not to stare at the massive orbs. "You're... addicted to this, aren't you?"

"It... Is quite the addictive sensation." Twilight panted. "The feeling of more and more power entering my nigh perfect body. It's... very euphoric. Easily ten times as amazing as the feeling I got when I ascended into an alicorn. And the feeling just keeps getting stronger." She leaned into kiss Fluttershy, but as she did, the tiny pegasus woke up, her eyes blinking groggily.

"Hmmm?" Fluttershy blinked, looking up at the massive purple mare above her. "Twilight?" She reached up to touch her face.

"Twilight!" Spike gasped. "D-do-don't hurt her! This is Fluttershy for heavens sake!"

"Don't worry, Spike. I have no such intentions. You're safe, Fluttershy." Twilight gently stroked her mane. "You're safe with Goddess Twilight."

"Don't listen to her!" Spike yelled. "She's gone-Mmmphth!" Twilight pushed Spike down with her magic, showing him deep into her cleavage.

Fluttershy quickly noticed that curling up was easier than usual, and noticed the missing orbs between her chest. "M-My breasts!? W-what have you done to me, Twilight!?" She blinked in confusion. "I feel so... weak... Is this a dream?"

"Shhhh..." Twilight smiled sweetly. "It's okay, my little Fluttershy. You're just in shock. This is all new to you..." Her horn lit up, and a pleasant buzzing filled Fluttershy's crotch.

"Tw-Twilight... Why are you doing this?" Fluttershy sniffled slightly, hugging her friend close. "Yo-you've made me little... I'm scared..." She moaned deliriously.

"Don't be afraid, Fluttershy. I will make you safe. I will make you and everypony else safer than you've ever been." Twilight purred and patted the little pony's mane. "I know you're scared. But this is for your own good. For everypony's good."

"P-please... Just put me down... Th-this is all a bad dream... I just wanna wake up..." Fluttershy whimpered and grabbed onto Twilight's breast.

"I..." The light in Twilight's eyes returned for a brief moment and a gasp escaped from her lips. "Fluttershy... I..." She sat there, not knowing what to say. But then she felt it. The sensation of Fluttershy's hand against her breast, and the massive amounts of pleasure it gave, and her cocky grin returned. "You just need to go back to sleep, Fluttershy." She held the mare up to her breast. "This is all just a dream. When you wake up, you'll be in a whole new world." The glowing of her horn increased, massaging her friend's sex with a gentle calming rhythm.

"Mmm... Promise?" The yellow mare snuggled up to her pillow-like breast.

"Promise." Twilight smiled sweetly, letting her friend drift off to sleep on her chest. Twilight yawned, smirking proudly to herself and massaging her own crotch with her magic. She leaned back and purred, in the process, her boobs parted, allowing Spike to climb out.

"Twilight! You...!" Spike started, only for Twilight to pick him up.

"Shhhh... Hush now, Spike." Twilight pointed towards Fluttershy. "Can't you see my good friend is sleeping?" She gave Fluttershy's bare, flat rear a gentle pat. "Ahhh... What a filling mare she was. I must be eight feet tall now!"

"This is what your evil side is doing! She's drained all of your friends now except for Applejack! You have to..." Twilight hushed him again.

"No. You're wrong, Spike." Twilight purred. "This time was different from some of the others..." She shook with lust, hearing Fluttershy purring on her like a kitten. "I was fully aware of what was going on... And I didn't stop it until the very end because it felt..." She hugged Fluttershy closely. "Oh, Fluttershy... it felt soooooooo goooooood. Thank you, my friend."

Spike blinked in shock. "You... you were aware... Twilight this... this is getting worse. We have to find a way to fix this... you have to find a way to fix this..."

"Mmmm. Why?" Twilight grinned. "I'm becoming less and less in control, and I'm liking the way this feels! And I don't know how to reverse the process. And a big part of me doesn't want to... This new body is amazing!" She panted, increasing the speed in which she telekinetically pleasured herself.

"Gyuhh... Dammit, Twilight!" Spike impotently beat on her boobs. "You're not even the same pony anymore!"

"Sure I am. Once I'm a goddess, I'll be sure to make sure you and my drained friends are all warm and taken care of! You know!? Since they're my friends!" Twilight seemed to be getting more and more irritable with Spike. "I love my little ponies. And I want to see them happy."

"Your little ponies?" Spike blinked. "What are we to you? Your slaves?"

"What are we to Celestia, Spike?" Asked Twilight. "Are we her slaves? No. We are her subjects, and under her protection, flimsy as it may be." She began massaging Fluttershy's nearly-flat chest. "No. This isn't about you being concerned about my level-headedness. This is about you being afraid of change."

Spike just huffed. "Change isn't always a good thing..." He crossed his arms.

"But it's not always a bad thing either." Twilight leaned down and kissed him. "It is getting pretty late for us." She placed Spike in her cleavage. "Damn... I'm so tired... My mind is screaming for a fap, but... Mmmm. I can wait until morning. I'm too tired to go after Applejack tonight." Twilight yawned.

"Go after..." Spike grumbled. "You make it sound like she's your prey..."

"Don't be so grumpy. This isn't your fault, Spike. And at this point, there's no reason for me not to drain her. I've drained the rest of them, may as well finish the job!" Twilight licked her lips.

"Yeah... I hope you enjoy her." Spike growled.

"What's wrong?" The familiar grin crossed Twilight's face. "Don't wish to see me treating my magnificent body? To claim the power I so rightfully deserve?" She massaged her boobs.

"What would you do when you have all this power?" Spike grunted.

"I've told you. Bring Equestria into a new age. Do wonderful things that Celestia and Luna are too impotent to do. Oooh, and sex. I'm going to have lots, and lots, and LOTS of SEX!" She gave a maniacal grin. "I'm going to make up for the last two and a half decades of my life! Wasted away in labs and libraries! Stallions and mares alike from around the world will be lining up for even a kiss from me! And the most worthy will be given an opportunity to show their goddess just how good they are." She gave Fluttershy's rump a squeeze. "Mmmm. Good night, you two. Tomorrow will be the dawn of a new age."

Spike awoke to the increasingly-familiar sound of flesh rubbing against flesh. He blinked and noticed he was laying in a pool of sweat, most of which wasn't his own. He groaned and squirmed around at the walls of purple flesh around him. "Hnnngh..." He slowly pushed outwards, hearing the softness of Fluttershy's voice as he crawled out from between Twilight's chest mountains.

"I still don't see why you drained me of my feminine beauty..." Fluttershy sighed, trying to keep her eyes off the fact that her now-huge friend was pleasuring herself right in front of her.. "I mean... This is serious, Twilight. You're not acting like yourself." The timid yellow mare whimpered. "You really scared me last night..."

"It's not like you needed them anyway." Said Twilight. "I just figured your beauty would serve the greater good more than it would you alone. I assure you, I meant you no harm." She patted Fluttershy's mane with her free hand.

"Well... I don't know..." Fluttershy rubbed her arm. "Just why are you doing this?"

"Because we've saved the world multiple times, and we should be the ones to rule it." Twilight smirked. "It is our right as the elements."

"Twilight!?" Spike blinked.

Twilight turned towards Spike and smiled. "Ah, good... You're awake. I hope you slept half as well as I did. I feel totally refreshed. Like I'm a new mare!"

"Erm..." Spike gulped. "Which Twilight am I speaking with right now?"

"There is only one Twilight now." Twilight gave him that smirk. "The one that is willing to do what is necessary. The one who will lead Equestria into a platinum age!"

"Erm... Well, what's wrong with the job the princesses have been doing?" Fluttershy asked meekly. "I mean... N-n-no offense, but I think they've been doing a pretty good job..."

"Good job!?" Twilight snorted. "You call the world being nearly destroyed on a dozen separate occasions over a five year period a good job!? The only reason that any being on Eques still draws breath is because of us! Celestia has had her day in the sun, but she's become reliant on us to fight her battles for her. She's become sloppy... Weak... Impotent. She is no longer fit to rule over Equestria!" She loomed over Fluttershy.

Fluttershy gulped and took a step back. "Oh jeez... Twilight..."

"What's wrong, Fluttershy? Are you afraid of me? Afraid of my power!? I shouldn't see why. I'm still the same old Twilight I used to be." Twilight stood up and spread her wings, which crackled with magical energy as they were spread wide.

"Eep!" Fluttershy jumped. "N-n-no... I'm p-perfectly fine with you Twilight..."

"Good. I knew you would come around eventually." Twilight chuckled. "Now... I'm going to go hunting. I'm in the mood for some apples." She licked her lips and placed Spike on Fluttershy's mane. "Do me a favor and take care of this while I'm gone. I'll have no need of him where I'm going."

Twilight walked outside and started stomping towards the market square, ponies gawking in awe at her size and her nudity as she strode around naked in broad daylight. While the previous night, Twilight was indifferent to the stares the ponies gave her, today, she was relishing in it, even giving the occasional booty shake to stallions who happened to stare at her plot for more than a few seconds. But as much as she loved the attention, she wasn't going to let it get in the way of her objective. She purred hungrily as she spotted Applejack's market stand in the distance, walking up to it with confidence.

"Twilight!?" Applejack looked up from her market stall and gasped. "What the hay happened to you!? You're huge!"

"I sure am." Twilight smirked and flexed her powerful arms, before reaching down to massage her gigantic head-sized boobs. "In more ways than one."

"How'd you manage to get so big!?" Applejack backed up. "How come ya aint wearing no clothes?"

"Shhhh..." Twilight picked Applejack up with her magic. "Silence my dear, dear Applejack. All will be explained in time. But first..." She placed a hand over Applejack's boobs. "I have need of your magic. But don't worry, I'll make this as pleasant for you as possible."

"Pleasant!? What're ya talkin abo-Augh!" Applejack squirmed as Twilight's horn glowed. She winced and grit her teeth as Twilight wracked her body with her magic, disintegrating her clothes and draining her substantial assets and muscle mass. Applejack got thinner and flatter with each passing moment, her muscles withering down to those of a foal, and her already meager boobs shrinking down to a flat plain of orange flesh, to the point where one could have mistaken her for a effeminate stallion.

And yet... It felt good. Applejack could feel a burning warmth in her crotch. Like the entire length of her vagina was being massaged by a soothing sensation that stimulated her nerves in just the right way. Her legs kicked and flailed as the muscle mass was sucked out of them, adding tremendously to Twilight's three-foot hips.

"Ooooh... Applejack... Oooohhhh..." Twilight moaned, her boobs going from head to watermelon-sized as poor Applejack's shriveled up like raisins. "Such a physically powerful mare. With rippling muscles and massive mounds... I truly did save the best for last..." She shivered as she felt a lamppost whining against her titanic ass. "Ahhhh." Twilight panted, her chest heaving up and down and her fingers crackling with energy as she finished draining the last of Applejack's essence.

"Unfff..." Applejack shivered, her skinny body dripping with sweat, and her crotch dripping with marecum. "T-t-twilight..." She stammered, her mind too wracked with dopamine to think clearly. "What... What have ya done to me?"

"I've simply taken what I needed from you, Applejack." Twilight smirked and stomped her powerful leg. "Well, that and a little bit extra. But I think I wear it better." She casually tossed her friend to the ground, like a discarded fast food wrapper, before turning admiring her body in a mirror that happened to be in a nearby flea market sale. Her powerful, muscular body stood a staggering nine feet tall. A maniacal grin spread over Twilight's lips as she looked over her new body. "I... I've done it... The power of the Elements of Harmony are mine!" She laughed. "Mine! All mine!"

The ponies all around Twilight backed off nervously, looking up at the power-crazed Princess of Friendship with a mix of awe, fear and lust. Applejack groaned weakly and rubbed her mane. "Oh man... Twilight... what have you done?"

"I've gotten everything I've ever wanted. But was too afraid to take." Twilight laughed. "Well, not everything. I'm still lacking the divinity of a pair of sun and moon goddesses. But I'll fix that soon enough." She turned to the crowd and chuckled. "Now... All of you! Bow to your new goddess!"

The crowd blinked in confusion and worry. But after seeing Twilight drain the sexuality out of Applejack, they didn't want to risk it. They bowed down towards Twilight in a mix of fear and reverence.

"Erm... Twilight?" Applejack blinked. "They seem kinda scared of you."

"Well, they should be." Twilight laughed. "It is natural to be in awe of powerful beings. But don't worry, you'll all soon warm up to me like you did Celestia and Luna. Despite my new appearance, I'm still the same Twilight Sparkle you know and love."

"You say that, but the original Twilight Sparkle didn't drain the magic out of her friends. Nor did she have any plans of world domination!" Applejack huffed and weakly stood up.

"But I do now. And my little ponies will get used to it, won't they?" Twilight smirked, prompting several nods from the crowd. "Now... That's that." She spread her wings. "The Elements are in my possession. Time to pay my old mentor a visit. But first... A parting gift from the future Princess of Pleasure." Twilight's horn lit up with a burst of red magic, which washed over the crowd of ponies and disintegrated their clothes.

The ponies in the crowd felt stirrings in their loins, their libidos heating up to a ridiculous degree. Within seconds the streets were full of rock-hard erections and wet marehoods. "Imagine it, Applejack. Me ruling over a world of endless sex. All the ponies of Equestria pleasuring each other endlessly! It will become a paradise world! In a few months, ponies will be wondering how they ever managed to survive under the passive oversight of Celestia and Luna! I will redefine the concept of what pleasure means!" She spread her wings, easily reaching as wide as a house, before flapping them and bursting off into the sky towards Canterlot, leaving the slowly developing orgy behind her.

Twilight landed in the middle of the Canterlot castle courtyard, much to the shock of the guards stationed there, who raised their spears at the sight of the oversized intruder. Many of them stood in awe, the mere sight of the Princess causing their armor to become uncomfortably tight.

"Princess!?" The captain of the guard gasped. "What's going on? Why are you so large!? Why are you nude?"

Twilight immediately released a burst of magic that turned all the guard's weapons to ash. "I have no time for rabble such as yourselves. I have a pair of princesses to drain." She walked towards the throne room, only for the guards to block her path, despite their disarmed states.

"I'm afraid I cannot let you see the princesses in such a state without an explanation." The captain said firmly.

Twilight smirked. "So... You're planning on resisting me, huh?" She cricked her neck back and forth. "Very well. This should be fun!" She blasted them with a wave of magic, causing their armor and clothes to turn to dust as well. She then used her magic to simultaneously stimulate all of their cocks, causing them to moan and squirm in ecstasy. "Ooooh. How's that feel, boys? Bet you've never had a mare give it to you like that. And I haven't even touched you yet." She smirked, walking up to the captain of the guard and stroking his cock, a burst of cum instantly blasting out of it.

"Hnnngh... Ooooh... Fuck..." The captain moaned, leaning forward to kiss Twilight's lips, coaxing another bout of ejaculation out of his twitching cock. "I thought... I thought you were torturing us...?" He panted, his eyes half-lidded.

"I am." Twilight said smugly, watching the guards all around her moan and squirm in uncontrollable lust. "I just deal in the art of pleasure, not pain." She cooed. "Still, when something creates a roadblock between me and the power I so rightly deserve, I will remove it!" Twilight gave a cocky smirk, and walked past the guards, leaving them to their sexual high as she walked into the throne room like she owned the place.

At the end of the massive chamber, Celestia was sitting on her throne with her sister, the two princesses looking up in shock as Twilight entered the great hall, completely nude and standing a good foot taller than each of them. "Twilight Sparkle!?" Celestia cried out, as her elite guards got into position. "What is the meaning of this!?"

"Oh, nothing much, your majesty." Twilight casually cleaned the dirt from under her fingernail. "I'm just here to overthrow you and bring Equestria into a new age." She chuckled and licked her lips. "The meals I've been having up until now have been delectable, my old mentor... But you two... Mmmm..." Twilight's pussy fluttered, and she came all over the red carpeting as casually as one might cough. "You'll be meals befitting of a goddess."

Celestia and Luna looked on in awe as the juices from Twilight's orgasm trickled down her shapely legs, a look of shock across their faces as they took in Twilight's unabashed nudity. "You're insane if you think the ponies of Equestria will follow your perverse rule!" Celestia shouted.

"Oh don't worry. They will." Twilight's horn started to glow, and she fired a massive burst of energy at the Princesses and their guards, leaving them nude. "A mere taste of the pleasure I can offer them will have them kissing my feet in no time." She smirked, seeing the now-nude unicorn guards casting a spell to create a shield around the blushing princesses.

"You'll never get us to join you!" Luna glowered, stepping forward.

"Who said anything about you joining me?" Twilight simply walked into the magical shield, causing it to shatter into billions of pieces of dissipating energy. "Nice shield, gentlemen. But it's no match for your new goddess!" She used her magical masturbation powers to massage the guards' prostates directly, causing them to fall to the ground in a spasm of pleasure.

Celestia gasped and ran over to one of the writhing guards. "Oh no! Are you okay!?"

The guard smiled and blinked deliriously. "I'm... M-m-m-more than okay... This feels... amazing..." His cock twitched, and he came all over Celestia's naked tits.

"The shield was a cute gesture, Princesses. But not effective. You may as well have been hiding behind a sheet of paper." Twilight chuckled and ran a finger across her massive purple breasts. "But... Your concerns are unfounded. I have no interest in harming you, I simply need your divinity!" She glanced back, seeing Luna staring at her shapely rear. "There is no point in resisting. For you see.... I've become the most powerful being in existence." Her horn glowed, and she started to massage the insides of their vaginas, making the two Princesses groan with sexual delight.

"Hnnngh..." Luna grunted through grit teeth. "You won't get away with this, Sparkle!" She fired a beam of magical energy at Twilight's back, only for it to simply fizzle out against her skin.

"Ooooh." Twilight chuckled. "Very nice. I must commend you on your discipline. Casting a spell while having your love tunnel massaged can't have been easy." She turned around. "But I'm afraid the living embodiment of the Elements of Harmony is a bit beyond your parlor trick magic."

Celestia looked up at Twilight, her eyes wide. "That should have turned you to stone! You're acting different, my student... This... this isn't like you at all... Where did you get all this... this power?" She shook, trying to contain her lust.

"Why, I've absorbed the power of the Elements of Harmony from my friends, my dear Celestia. And in addition to giving me massive amounts of magic powers, there has been some lovely side effects that have come with them." Twilight ran a hand across her breasts.

"Absorbed the... But how? Why?!" Celestia gasped. "Why would you even want that!? Have you gone mad!?" She backed up in fear.

"Ugghh... It gets really tiring having everypony look at me as if I've gone mad. Always asking me why I've done what I've done. I just want unlimited power, and to turn Equestria into my personal pleasure palace. Is that so hard to believe? " She walked up to Celestia and smirked.

"Yes! Yes it is hard to believe!" Celestia shouted. "Twilight, I've known you since you were a foal. This isn't you..."

"Correction... It wasn't me. But now it is. And soon... you'll be me too!" Twilight grabbed both of Celestia's boobs, which spurted a bit of milk onto Twilight's hands as she caressed them. "Ooooohh... Myyyyy... You're so full..." She panted. "Ohhhh yesss... Give it to me, big girl..." Twilight's horn glowed and she paralyzed every part of Celestia, save for her mouth and her leaking pussy.

"T-t-twilight... Please don't..." Celestia moaned and her toes twitched, as she attempted to resist Twilight's draining. "I'll step down... You can have my throne..."

"Why would I flatter you with just taking your title, when I can satisfy myself with taking all of you!?" Twilight put her hand against Celestia's breast and began to drain her. Muscle fibers and breast flesh flowing out of the well-endowed sunmare and into Twilight's expanding form. "Oooooh. Yessssss... You're a tasty one, aren't you?" Twilight licked her lips. "Ooooh... Such succulent divine flesh... Mine... All mine..." Twilight came once again.

Celestia grunted, groaned, and fought back against Twilight as much as she could... But even her willpower wasn't enough to do anything but slow Twilight's attempts at draining her. "Luna... Help..." She whimpered.

Luna responded by grabbing one of the tapestries from the wall with her magic. She then wrapped it around Twilight's body, binding the nine-foot alicorn in the thick bundle of silk.

"Hnnngh... You know..." Twilight grunted, flexing her powerful muscles and bursting out of the wrapping in a spray of fibrous dust. "You're becoming a bit of an annoyance." Twilight stomped over towards Luna, leaving the half-drained Celestia to lay on the floor in a pool of sweat.

"Twilight Sparkle..." Luna gulped. "You've been corrupted. Please... I've been where you've been... Wanting power for it's own sake... But it won't make you happy! A thousand years on the moon weren't enough to make me see that! It took the power of the Elements you now wield to save me! I beg you, don't go down the same path I took!"

"Awww. That's sweet, Luna. There remains just one problem with your assessment. Last time you were banished, Celestia was the one with the power of the Elements of Harmony on her side." Six swirling lights in a rainbow of colors swirled out of Twilight, each one corresponding to Twilight or one of her friends. "But this time... I am the one holding all the cards." She fired a burst of rainbow magic at Luna.

Luna screamed. Her breasts immediately began deflating like a pair of leaky balloons. Her long, slender horn withered away into dust. Her luxurious feathers molted away and her wings melted into mana. Her divine muscles withered away down to the bone, leaving her with just enough motor function to squirm around on the ground.

"Hnnngh!" Twilight moaned, her boobs massivly swelling outward and leaking with milk. "Yesssssss! With this power, I will bring about a new age to Equestria!" She lifted Luna up with her magic, her eyes glowing with divine energy. "I'm sure in a few months, you will come around to my way of thinking. But I can't have you acting as a rallying point for ponies who might think to resist me... So... How does a month on the moon sound? Certainly it will be much more of a tolerable time-out than the millennium your sister gave you."

"Twilight... No... You don't have to..." Luna started, only for Twilight to blast her with even more rainbow magic, sending her careening upwards through the roof and into the sky.

"Hmmm. Let's try this out..." Twilight's horn glowed a dark blue, and the sky went dark as the moon appeared over the horizon, blotting out the sun and casting the world into darkness. "Ahahaha! The power of the moon is mine now! And soon... I will have the power of the sun as we... Hmmm?" She glanced down, only to see Celestia kissing her feet.

"I abdicate to you, Twilight..." Celestia removed her crown and handed it up to Twilight. "You win..." She gulped. "I realize that there's nothing I can do to stop you, and am offering myself up with no resistance." She bowed. "I just hope you'll know what you're doing when you take my place..."

"How sweet of you, Celestia..." Twilight picked up her crown and held it, the object dwarfed by her large hands. "But I have no need of such trinkets to show my status. My bare flesh will be all that ponies need to be aware of my divinity." She clenched her fist and crushed the crown into a ball of gold, as easily as one might crush tin foil. "However... There are three things you might have to offer me..." She licked her lips.

"And what are those?" Asked Celestia, bowing to put her horn towards Twilight. "I assume you'll be taking the rest of my size and my magic...?" She sighed.

"Indeed. I will be taking it." Twilight poked the alicorn's horn with her finger, slowly pushing it down as she absorbed the former princess' magic. As she did, Twilight's own horn doubled in size, from one foot to two, with a sound of twisting a crackling, like a well-made rope. "However... Your expertise at running Equestria will also be quite valuable to me. I would be more than willing to offer you a position as my head advisor." She smiled sweetly. "Despite my actions, I still respect and admire you. Like one might admire an obsolete technology. You've served your purpose, but now something greater has come along."

"I will gladly accept such a position..." Celestia winced as her wings dissolved into mist, adding a few more inches and a shining sheen to Twilight's wingspan. "And... Wh-what is the third thing I have to offer you...?"

"It is both a gift and an offering." Twilight removed her finger from Celestia, leaving her to look over her own body. Celestia had been severely drained compared to her old form. But compared to many of the mares Twilight had drained, the former sun goddess looked like a young, short mare, as opposed to a foal. Still, she may as well have been compared to the dominant Twilight Sparkle, who stood a staggering twelve feet in size with boobs as large as yoga balls. "How would you like to be the first pony to join my harem? I'm sure I'll eventually adopt a huge collection of ponies to satisfy my many sexual desires. But having you there would be amazing... You would be the crown jewel of my collection. The goddess of the former age!" She crouched down to look Celestia in the eye. "So... What do you say?"

Celestia blinked. "Twilight... When you were young, I knew you had potential in you. I knew that someday, you might very well surpass me in every way." She looked over the purple mare's massive form. "I will admit, I am not the most happy about having my divinity stolen, but... Seeing you like this makes me have hope for the future. I would be honored to help meet your needs." She leaned forward and kissed Twilight's lips.

"Mmmm..." Twilight smiled. "Then we have an agreement. And now... A new age of Equestria has begun!" Twilight's horn began glowing with magical blue energy which then exploded into a magical shockwave that traveled for miles. Wherever the wave of magic touched, clothes disintegrated into powder, breasts and cocks swelled, and ponies' arousal increased. Many simply stopped what they were doing and started making love to whoever happened to be closest to them, their minds overwhelmed by the sudden increase of sexual hormones.

All around Twilight, the guards began giving each other handjobs, blowjobs. Some of them even began fucking each other in the ass. And Twilight could feel it all. The pleasure they were receiving from each other filled her very being, and it felt... oh so good. Her tits began leaking with divine milk, pooling onto the floor around her, and her cocky smiled flashed across her face. "There's going to be some changes around here..."

For nearly a week, the entire populace of Canterlot devolved into a massive orgy. Ponies became wracked with lust as they adapted to Goddess Twilight's rule, their minds and their bodies changing to no longer feel shame for wandering around nude and casually making public displays of affection. Twilight would often walk down the streets of her empire, reshaping it as she saw fit. Her first order of business was to create several drainage canals for the excess sexual fluids that were now increasingly common on the city streets. She also replaced the city water reservoir entirely with her own milk, a holy substance that filled those who drank it with a sense of energy and passion.

Everywhere the goddess walked, she was adored and worshiped, ponies massaging her hips and asking for opportunities to drink from her tits directly. Twilight's very presence was enough to send her citizens into fits of spasming orgasm, inspiring wondrous pieces of artwork honoring their new goddess.

Despite ponies' greatly-increased libidos, the productivity of Twilight's empire actually increased from it's pre-pleasure filled age. As ponies slowly learned to transform their sex-drives into passion for their work. Crop output increased ten-fold, in no small part thanks to the goddess' holy milk. Soldiers trained their bodies to absolute perfection, knowing their forms were just as important in the bedroom as they were on the battlefield. And birth rates naturally exploded, leading to a greatly increased demand for teachers and midwives.

Twilight ruled over it all, her harem slowly increasing over time, until practically every pony in Canterlot had been marked with the unmistakable scent of her divine musk. After every day, Twilight would be covered in with sweat, cum, and musk, and would retreat to her shower to have dozens of lucky ponies clean her massive form off. Naturally, these showers would be quite lewd, and would typically end with the princess barely smelling better than when she went in. And if that wasn't enough, Twilight would fuck an average of fifty different ponies throughout the night, in addition to the hundreds she would have sex with during the day.

Twilight's studious side was still there though. She would often spend her fleeting hours of spare time studying ways to increase her pleasure, or studying new forms of magic-stimulated masturbation, such as tickling the inside of urethra, massaging prostates, poking the folds of anuses, and many other lewd experiments. In a way, it was ironically what made her the happiest, showing their was still a glimmer of the old Twilight left inside the Princess of Pleasure. The joy of discovering a new spell was always met with a field test, which usually left drains clogged and bedsheets soaked.

Spike and Twilight's friends were moved into the castle, where they were all well taken care of by Twilight's harem. Any desires they might have were always immediately granted, but they were still quite cross at the mare who had taken their size. Twilight didn't care though, she simply viewed them as trophies from her old life. Trophies that were too weak and not sexy enough to fuck. But their fate was preferable to those who disobeyed or rebelled against the goddess. Those ponies simply had the size sucked out of them, and were exiled from Twilight's kingdom to survive on their own, as frail weaklings. But for the most part, the ponies under Twilight's rule quickly came to accept their new master. In part because the consequences for dissent usually translated into a few more inches of size for their goddess. But mostly, it was because living under Twilight was far more beneficial and pleasurable than not.

Twilight stood on the top of her castle balcony and smiled, inhaling deeply as she looked over her domain. Down below, ponies were partying in the courtyard, the scent of their orgy wafting up to Twilight. In the distance, she could see Ponyville, the fields around it green and growing, and the river that ran through it glistening with her milk. Twilight licked her lips and gave one of her plump nipples a suck before turning around and walking back to her throne.

As Twilight sat down, she leaned her hips off the throne, allowing her guards to insert a pair of vibrating dildos on spear hilts into her anus and vagina. Another trio got behind her and started fanning her massive form with large ceremonial fans, made using feathers molted by the goddess herself. "Hmmm. Thank you." She purred, looking to her left to see Celestia was among the ponies fanning her, a message in her hand. "And just how is my kingdom doing?"

"The pegasi of Cloudsdale have agreed to join your kingdom, so long as we allow them to keep their sovereignty." Celestia smiled.

"I can agree to those terms." Twilight smirked. "I merely wish for them to worship me as they did you." She grunted as she casually ejaculated, prompting her guards to swap to a fresh spear. "Ahhh... Sorry about that. I can't think straight if I don't orgasm at least once every five minutes. Is there any resistance to my reign?"

"The dragons are unhappy, but are being driven back. The griffins are appalled by our shift in culture, but they are too weak and reliant on Equestrian trade to resist us." Celestia smiled. "However... There is... one holdout that might be a problem."

"Oh?" Twilight gave her a puzzled look. "And what is this holdout?"

"Well..." Celestia reached into her bag. "They told me to give you this. Hoped it might break through to you. As if that were possible at this point, my goddess." She bowed and pulled out a large purple helmet with a crystal sheen on it.

"Shining's helmet." Twilight said simply, holding it in midair with her magic.

"What do you think, your majesty? Shall I have it destroyed?" Asked Celestia. "I know how you feel about clothing and other garments."

"No." Twilight passed the helmet back to Celestia. "Have it placed in my harem room with the rest of my trophies. And prepare my chariot. My sister-in-law and I need to have a little chat..."