Rubbed in Every Way

by Damaged

Rating: mature
Tags: Fetish, Comedy, Other, Sex, Lyra, Porn, My Little Pony: Friendship is Magic
Length: 14439

Back into the world of TV-Y Equestria, and we find one of the kinkiest mad-scientist unicorns in the entire country setting herself up for a night of unbridled passion. She has everything she needs but a stallion—and that's only a spell away.

Back into the world of TV-Y Equestria¹, and we find one of the kinkiest mad-scientist unicorns in the entire country setting herself up for a night of unbridled passion. She has everything she needs but a stallion—and that's only a spell away.

Featuring our crazy world of inflatable, stick-on sexual organs, and a brilliant unicorn mare with a few too many kinks for her own good. What could possibly go wrong?

Contains: Inflatable toys, inflatable ponies, transformation, sex-changing (mostly to futa), the softest (squeakiest) vore you've ever seen (nopony was harmed), squeaking, lots of penetration, and a spell gone right. Oh, and there's a bad pun at the end.

Art used (with permission) from PonBalloon.

See This Blog for licensing.

The important things about this world are:
Ponies don't have any naughty bits or anuses
Ponies use rubber stick-on toys that magically let them have sex and feel it

Published 2019-10-11 00:20:02 UTC
Last updated 2019-10-11 00:20:02 UTC

This is Where the Odd Things Are

It was Lyra's evening.

Her wife, Bon Bon A.K.A. Agent Sweetie Drops, was out on business. This meant that Lyra had the whole house to herself, but she was quite cozy with just the special bedroom she'd built in the basement.

Long had the former student of Princess Celestia's toiled with her magic to do what she wanted in her heart, but tonight it was all going to happen. The things she needed for this little game were few, but important.

Cursed vulva: charmed to never deflate, the vulva had a timer that could be set that would not let it be removed.

Restraints: all the restraints—Lyra had an extensive collection, and while they were for her, she would not be the one using them.

Inflatable Love Stallion: a special order and hoof-made by a bat pony who knew more about what a mare would ever want than she could ever imagine.

The scroll: this was Lyra's greatest work, one she'd spent over a year perfecting. It was short duration—just twenty-four hours—but that was all Lyra wanted. She had copies upstairs, of course.

Lyra was an old-fashioned mare with peculiar tastes. She loved her wife's dominance play to pieces, and loved that Bon Bon would sometimes wear a dong for her, but Lyra Heartstrings craved a stallion that would put her in her place.

She could never have gone to an actual stallion for this—she was faithful to her Bonny—but when she'd floated the idea of animating a sex toy for it, Bon Bon had agreed on the condition that she not be there.

Which was why Lyra was in her basement about to have the time of her life. Fastidious (though not as much as her friend, Twilight) Lyra double checked everything again and was glad she did. The enchantment on the scroll would have side effects on anything it interacted with, unless there was a protective counterspell.

It was a simple thing, and Lyra energized her horn and formed the pattern without a scroll. Aiming around the room, she zapped everything with it—including herself—except for the inflatable stallion.

The toy lay on the floor, deflated and sad. Picking it up with her hooves—lest her magic affect it in some way counter to what she wanted the scroll to do—she spent a little time trying to find the nozzle.

"Well, of course it's there. Trust that bat to do this." Lifting up the rear of the inflatable stallion, Lyra flipped the tail up and pressed her lips under its dock—just above its anus—and closed them around the inflation valve.

This was part of what Lyra loved. She could have used a spell to inflate it, but there was something personal about the process of putting her own air into the toy. It was just starting to get somewhat shapely when she had a better idea.

Sitting back from the toy with the smell of latex still lingering in her nostrils, Lyra reached out for the scroll and held it up before her. Over a year of work copied into the finest script she could manage covered the papyrus in humming ink—the most expensive and magical ingredients she could find.

Aiming her horn at the page, Lyra held her breath and energized her horn. Most scrolls were like a bowl, taking magic added to them and giving back a useful spell, but this one was like a vacuum. Lyra shuddered as her magic was pulled at, dragged from her horn in the first act of dominance against her.

With a whimper, Lyra used a wobbly hoof to set the scroll on the half-inflated toy's back, and focused on the feeling of it draining her.

Lyra didn't need the cursed vulva on to get aroused by the feeling of helplessness the spell inflicted upon her. She fell to her belly and moaned—arching her spine while she closed her eyes.

But, without a way to fully express her pleasure at being controlled, Lyra wouldn't be able to reach orgasm. Not that she wanted to yet. The magic kept draining from her, and she was reaching the end of the road for her normal reserves when the spell stopped.

Then the spell fully activated.

Her eyes widening as the runes on the page flared with golden light, Lyra watched them fall through the parchment and into the yellow-toned transparent body of her toy.

First the rubber twitched, then the rubber shifted, and finally the thing tried to take a step, and failed.

"You haven't inflated me yet?" The tone of the rubber being sent a shiver through Lyra. "Well, get on with it."

Shivering in submissive bliss, Lyra lifted her forequarters and, just as her snout reached under the stallion's tail, it flopped down over her face.

The smell of latex and the sound of squeaking filled Lyra's senses. She opened her mouth and kissed up under his dock to capture the air nipple in her mouth. Inhaling, she breathed out into the stallion. Again—and again—and again.

"Good. That's it. You know what I'm going to do to you, don't you?"

Lyra wanted to nod or tell him she did. The truth was she'd programmed the stallion to want to do to her all the things she'd always wanted done, but could never trust a stallion to.

"More. Fill me with your breath as you filled me with your magic. I can feel it—feel you—inside me. You gave me life, and I've going to give you what you need." The stallion didn't have much mind—it didn't need it. It loved its creator as only a creation could, but it loved more that she'd filled it with purpose and the means to carry out its purpose—to make her deliriously happy. When it felt its body firm and ready, it snapped its tail down and shook its hips.

Feeling discarded, Lyra fell sideways, not ready for the action. She lifted her head after regaining her senses, only to feel something press against her body just under her tail.

"Now you're mine."

The timer! Lyra realized she hadn't been the one to put the thing on, and hadn't had the foresight to pre-set the timer to just a day. "W-What was the timer you—"

Lyra wasn't prepared for the thing shoved into her mouth. She knew the feel of the gag, but had never had it shoved into her mouth with quite as much force as it just had. The thing was enchanted, but unlike the other things, it was bound by the will of the pony inserting it. She wouldn't get it out until her creation wanted it out.

Looking up, Lyra watched as the rubber pony stomped around to stand over her. Her heart pounded, and the attached vulva under her tail was soaking wet.

"The timer doesn't matter. It will stay on you as long as I need a hole to plow. Your magic is weak, but it will come back unless I—" The magic of the spell animating it caused the hollow rubber horn on its head to flicker with golden light. Levitating the locking ring over its pet's horn, the rubber pony brought it down and then touched the lock with its magic. "Mine."

It was the most humiliating and degrading thing that one pony could do to a unicorn. Lyra whined and lifted her hoof up to her horn to feel the hard ring around it. Touching it, since it wasn't matched to her magic signature, caused a jolt of shock through both her hoof and her horn.

"Hooves together."

When Lyra wasn't quick enough, she felt her rubber master yank on her hooves to pull them close before a pair of cold, metal cuffs clamped around them. She tried to protest, to tell her master that she'd be good and do what he wanted, but he had made his opinion of her voice clear—she could only whine into the toy gagging her.

Next came a collar of thick rubber. Lyra sat still as the rubber pony's magic floated it up and around her throat. Unlike the other items, this could be removed by any unicorn—though with her horn restrained by the locked ring, she didn't count as one of those right now.

The tight grip of the collar around her throat was amplified as a strap was fed through a loop of it and down her spine. Her tail was unceremoniously jerked up and her dock wrapped in the strap. Lyra's eyes were wide. She was exposed and nothing she could do would stop what was coming.

She felt her tail's dock grabbed in a magic grip and lifted. Squealing into the gag, Lyra could do nothing but scramble her back legs to support her while she was positioned with her rump in the air. A squeaking sound accompanied the first touch of her marehood—her rubber marehood—as the latex stallion licked her.

Her eyes fluttered closed as Lyra realized it was completely done. There was a wild, horny stallion in control of her, and she wouldn't be able to stop him from claiming her in every way he wished.

The snap of another cold cuff around one back leg surprised Lyra from her bliss. Her legs were shoved apart by force and another cuff locked around her other ankle—a spreader bar. When the weight of the rubber stallion landed on her rump, Lyra cried out into her gag as her forced-fantasy was coming true. Her darling Bon Bon would never be this hard on her—this forceful—but her perfect, rubber stallion would.

Her mind fuzzed. The stallion didn't wait, didn't ask, and certainly didn't pay any attention to her needs as it shoved itself into her magically attached cleft.

Degraded, feeling absolutely used and controlled by a rubber construct, Lyra could do nothing but clench her muscles down on the invading member. Her legs were locked in place by her position, and she couldn't even lower her head to the floor because it would pull on her dock.

She came quickly, her body spasming in bliss as the stallion on her back continued to rut and ream her. If he noticed her orgasm, he showed little sign.

Lyra was shoved into a second and third climax as her rubber master slaked his needs on her body. She trembled, and when he shoved the head of his shaft all the way past her cervix, her mind finally fluttered and gave way—she passed out where she was, still the perfect mounting post for the rubber pony.

Still braced in the position she'd been placed in, Lyra slowly woke with bleary eyes cracking open to the light pouring down the stairs from above. She shivered, feeling dirty and horny despite the night of degrading sex.

With the ring still locked to her horn, Lyra could do nothing about the collar or the leash attached to it—which meant her tail was still flagging. The cuffs were another matter. She reached to each and felt the locks had been installed on them.

Silently cursing (the gag was still firmly in her mouth), she began to crawl around looking for the keys. The first shift of her hips, however, revealed that not only was the cursed vulva still attached, but it was stuffed with a huge shape.

Sombra.

Lyra knew the name of the toy, it was one of her favorites. Turning her head carefully, she couldn't see her master anywhere in the basement.

Another shift of her hips made her eyes water and her mind fizz. A second toy was attached, just above the inflatable vulva. Lyra's anus was likewise stuffed, and each movement she made caused the toys in both holes to shift about inside her.

Sombra and Shining Armor. Lyra knew the pair by feel, though having the Prince-Emperor of the Crystal Empire in her butt was new. The submissive slut that had enjoyed everything done to her decided that she wanted to have the pair take her again.

When she found the keys, Lyra sighed in relief. For a moment she was worried her master had hidden them—not that she wouldn't mind being stuck until he returned.

That's when it hit Lyra right in the thinky-thinky part (part of her brain that was just barely coming to).

Where did the rubber sex-toy go?

It was a lovely time for Derpy Hooves. The pride of her life—Dinky—was away at camp along with all her friends from school, and it meant a particular pegasus mare got to lounge around a bit in the morning—rather than rushing her filly along to school.

The sun was due to rise any moment, and despite the ability to sleep in if she wished, Derpy was awake and sitting in her living room reading her favorite book. A tapping at her back door surprised her, but not so much as it would if she were living somewhere a little less like Ponyville than Ponyville.

"I wonder who that is? The last time somepony knocked on my back door it was a bugbear, and he needed to relax after a day of wrestling." Setting her prized early printing of The Elements aside, she stood up and turned, only to see the back door already opening. "Hi!"

Its purpose had already been served, but the rubber stallion could sense another mare that needed satisfying. It stared into the skewed eyes of the mare before it and smiled with a little squeak. "Do you want pleasure?"

Derpy, being a resident of Ponyville, knew there was only three possible sources for magic grand enough to create a magic, talking anything. From what she'd heard through the very capable Ponyville Rumor Mill, Twilight Sparkle was far too vanilla in her tastes to have a rubber sex toy like this, let alone animate it. Minuette or Lyra was the only question remaining to Derpy, because her answer was not in any doubt.

When an extremely expensive and very fancy living sex toy, animated and given life by one of the greatest unicorn wizards of her time, asked if she wanted to fuck, Derpy had one answer. "Duh. Of course I do!"

The rubber stallion kicked the door closed behind it and stalked into the room. It surveyed the mare it had to work with, and lamented not bringing more restraints with it.

Derpy's eyes widened—though still skewed off in different directions—as the stallion marched right up to her and jumped up to shove down on her shoulders. This was forward, even for an advanced sex toy, but Derpy was still not past her comfort zone. Letting her forequarters be shoved to the floor, she was well aware that her plot was high in the air.

"Um, Mr. Stallion, I—"

"Call me master."

Derpy's tail wagged. She liked games. "Master, I don't have any toys on me to accept y—"

She didn't get to finish. The rubber stallion mounted her, shoving his weight down on her hips. Derpy wasn't a virgin, far from it, she liked having a stallion who knew what he was about, but there was nothing for him to do.

When the touch of his shaft came to her back end, Derpy whined, wishing she'd been naughty and worn something for him to use, but her whine turned to a wide-eyed gasp when he pushed into her with the squeak of rubber on rubber.

There was little resistance as Derpy felt like she had a rubber asshole, a full rubber asshole. A deep, satisfied moan left her mouth, but her rubber master was barely into her before he pulled back and shoved again. She didn't care where he was poking, just that it felt really, super good.

Under it, the stallion was surprised as this mare started changing. It had expected to be stuck hotdogging her rump, but when a rubbery hole had opened, it was not one to turn it down. A hole was a hole.

It felt to Derpy like that cock was shoving on all her insides. Each thrust rocked her forward, and each thrust was accompanied by a gasp of air from her mouth at the fierceness of it. Each buck drove her a little wilder and made her acutely aware of how full of her master she was.

The squeaking in Derpy's house got louder. Not just the shove and thrust of shaft into anus, but even louder was the sound of the stallion's rubber belly on Derpy's now rubber rump. Each thrust was shoving something out of her, and that something was her fleshy body.

Each buck of the stallions hips drove a little more of Derpy's body away, replacing it with smooth, gray rubber that was slightly transparent. She was far too into the sex to care about the changes, and was shoving herself back into his every buck.

Turning her head to the side, Derpy finally saw what was happening. Her cutie mark was still on her hip, but rather than gray and fuzzy, it was gray and transparent. She stared in wide-eyed surprise as the rubber crept past her wings, her limbs becoming akin to painted-on her shoulders. What was under her, however, blew her mind. "I have a dong!"

"Shut up and hold still!"

"Y-Yes, master!" Derpy couldn't keep a giggle from her voice at how fun it was. A unicorn's spell was obviously going a little further than it should, but it was entirely too enjoyable to stop. Besides, if she was going to become a cute rubber pegasus stallion, she fully intended to complete becoming it.

Trying to brace her back legs, Derpy watched her penis jump around under her belly as the stallion on her back shoved the last of her pony-body completely away. She stood there, rump in the air and forelegs folded underneath her barrel. That's when she felt a rush of pleasure peak within her and she climaxed.

It wasn't anything like a normal climax. For a start, the rubber anus the stallion was fucking was really hers, and the shaft under her twitching and jumping around as it discharged a mysteriously clear substance onto the carpet was also really hers. Simply put, Derpy Hooves experienced the first native orgasm of her life.

The stallion pulled himself from Derpy and shoved her to the side. "Where next?"

Derpy flopped to her side, unable to work out how to move her limbs. Everything was odd because normally she'd have muscles and bones and nerves and lots of other bits. "V-V-Vinyl. Next house over. Unicorn." Her voice worked just fine, though, but Derpy hadn't felt her mouth move.

"Good girl. Why don't you find your own mare?"

The idea was a good one, and Derpy fully intended to have as much fun as she could while she could, just as soon as she could work out how to move. "Y-Yeah!"

Having struggled to get the spreader bar and cuffs off her legs, Lyra was still stuck with the toy locked in her mouth and the two shapes in her back end. The collar, she knew, wasn't coming off until she got her horn free, and likewise the gag was probably going to stay in.

… if she didn't have her special wand.

She'd made the thing for just such a situation. It had but a single charge and a single purpose—unbind. Lyra had a decision to make. Using the wand on her gag would remove it and let her talk, but using it on her horn would mean she could get her horn free and probably her neck too (if her magic was up to it), but would do nothing to help her talk.

Dropping to the same position that had gotten her into the mess in the first place, she eased first Sombra out of the cursed vulva, and then Shining Armor out of the more regulation anus that was attached to her. The anus, well and truly past its attachment time, fluttered free of her butt and gave her at least a modicum of relief. The deep cleft of the cursed vulva was still in place, which meant the timer hadn't expired yet.

Holding her wand between both hooves, Lyra said a quick oath to Princess Celestia that she was making the right choice—and zapped the gag in her mouth.

Fourteen inches of horsecock toy came from Lyra's mouth, along with a small river of drool and a relieved sigh. "Okay, let's get to the bottom of this."

Standing up, Lyra was aware of the feeling of her vulva still being attached, and the collar and strap that held her tail up and ensured everypony that would see her would know she was caught by somepony with her figurative pants down. When she managed to reach the top of the stairs, she realized the light coming down was from her kitchen lights—not the sun!

"That's not so bad. Nopony will see me until I find that damn toy. Marching for her back door, she was acutely aware of holding her head and tail high at the same time, a compromise to not strain either.

The path of rubbery hoofsteps that barely left any mark in the soft ground led Lyra to Derpy's home. She knocked gingerly on the back door, but there was no answer. Carefully opening it, she cleared her throat. "Derpy? Are you home? I may have let a strange abomination free and need some—" She clamped her mouth closed as a sense of emptiness filled the home. Derpy was out, Lyra realized.

What did it really matter if the toy was free? It was probably giving some mare the ride of her lifetime, but Lyra was sure it wouldn't be too forceful unless they asked it to—to mount them. "It's probably not worth worrying about. I'm sure somepony will return the toy when it loses its juice tonight."

Trotting back to her home, starting to get used to the feel of cool air wafting over her inflamed vulva with each step, Lyra passed a giggling Flitter.

"Lyra, your vulva's on upside down." Flitter wasn't going to comment about the rest of Lyra's attire. There was a standing rule in Ponyville that you don't state the obvious to a fellow mare. Of course, once Lyra was out of earshot, Flitter planned to fire up the rumor mill about this little event.

Giggling as Lyra ignored her and trotted back to her own home, Flitter turned to see the first mare she could share her latest tidbit of news with. "Hey, Derpy, did you see Lyra? She…" Something was strange about Derpy. Maybe it was that the mare was mostly transparent enough to see through, or that she had little rubber handles attached to her shoulders and flank.

"Hi, Flitter! Come inside and tell me all about it!" Derpy trotted past Flitter, reaching a wing—impossibly—from its painted-on position at her side to grasp the door with a squeaky grip. She noticed Flitter staring underneath her belly at the big rubber dong. "Coming?"

Flitter wasn't an overly kinky pegasus, but what she saw hit a few buttons more than usual. Her fantasies of mares with dongs was known by her lesbian lovers, but this was different. Her hooves moved on their own, and as she followed Derpy like a rat following the Pied Piper, Flitter carefully silenced the little voice in her head that said, What the heck are you doing?

Derpy, squeaking with every step, marched inside her back door again and held the door open for Flitter. When the mare marched past her, she reached out with an inexplicably animated wing and smacked her on the rump.

Blood rushed to Flitter's cheeks, and she couldn't stop herself from prancing into the middle of Derpy's kitchen. "W-What happened to you, De—" She didn't get any further. Weight landed on her back as Derpy mounted her.

Giggling, thinking she was perfectly safe from any real naughtiness, Flitter shook her hips at the feel of Derpy's shaft poking around under her tail. "Derpy!"

Derpy's excitement caused her to get a bit carried away. She tried to rally her desires into poking under Flitter's tail (like the rubber stallion had), but in her haste she lost her footing and fell forward.

Flitter was surprised. She'd expected Derpy to rub her into all kinds of neediness, but instead she felt rubber squeeze down around each of her hips and over her back. Spreading her wings to shove her friend off, she found them pulled and wrapped up in something confining. "Derpy!" Her shout was lost as Derpy fell the rest of the way onto and over her.

Strangely full, Derpy hadn't even been aware there was a seam down her belly, but now that Flitter was pushing inside her, Derpy found she liked having her there. Rolling her shoulders and hips, Derpy stretched one leg down and captured Flitter's left foreleg in gray rubber, then her right, and finally both back ones.

The tightness all over her stunned Flitter. She felt hornier than ever, and there was only one thing that would complete the situation. Without fully contemplating her action, she angled her head and pushed her snout forward into Derpy's head.

Derpy felt full. She had a mare inside her, and there was an odd sensation she needed to take care of. Reaching under her belly, she bent a leg that had Flitter's trapped inside it, grasped the zipper just above her dong, and pulled it all the way up to her chin.

Giggling, Derpy walked over to a mirror and looked into the surprised and hungry-looking eyes of Flitter inside her. "I don't know how this works, but do you want to find a mare and fuck her silly?"

The tight confines of Derpy's rubbery body felt so good already to Flitter, that any more ideas the rubber mare had were music to her ears—not that she could actually stop Derpy. Each movement Derpy took guided Flitter's body, moved Flitter's body, and try as she might she couldn't resist those movements. When she tried to nod, however, she felt Derpy's head flex up and down around her.

"You can still move, but not when I do, I think." Derpy pranced around the room in a little circle, aware of how plumper Flitter's hips were than her own. "Hey, Flitter, why don't we find Cloud Chaser and see if she wants to find out the other thing I think I can do?"

Flitter tried to nod her head, but by now Derpy was moving, and in moving was holding her head steady. She was trapped in Derpy, and had just found out she was about to give her own best friend a good dicking. If she could have done anything but blush, Flitter might have chickened out, but she'd never been so horny before, and the idea of riding Cloud's flank suited her to a Derpy.

Rarity had spent the whole night working on her latest creation. Princess Luna had required a dress for her first ever Winter Moon Celebration, and there was not a chance in Equestria she'd let anypony make it for her than Rarity.

The praise had been absolutely too much for Rarity, who had fainted clear away into Luna's careful embrace. In the mare's mind, she had immediately envisioned something that would bring Luna—and the night itself—into perfect clarity.

Putting the finishing touches on the outfit, Rarity let out a little whinny of seamstressian bliss. When there was a knock at the door of her boutique, she was snapped out of her happy place and into another. A customer! "Coming!"

When she opened the door a short distance before she reached it, Rarity froze in consternation. She looked at the rubber sex toy, and for a moment considered closing the door again. But before she could, she noticed the work. Perfect rubber seams joined as only a master could. Each part of the sex toy was a joy to anypony who knew such creations. "Why, you're a Bubble Bliss original, aren't you?"

The last thing Rarity had been expecting was a reply. "Yes. Do you require domination?"

Rarity's eyelashes batted like crazy as her quick mind processed what she'd heard. "Either you're a new model, or one of my neighbors has been getting very clever with her magic. Last I checked, Twilight-dear wasn't entertaining the idea of such games, but the rumor mill tells me that a particular unicorn mare has her earth pony darling lash her to the bed. Perchance, are you a creation of Lyra Heartstrings?"

"Do you require domination?"

"Shame you're not one for language. Still, I must commend her on her choice of style." Rarity stepped back to make room for the toy. "If I said yes—?"

She got no further. Rarity's eyes widened in shock as the rubber toy marched inside and closed the door behind it.

A scream rose in her chest, but she stopped herself and performed a rapid assessment of the situation. Lyra had acquired one of the most high-quality stallion toys in Equestria, and had imbued it with a semblance of life and a desire to dominate. It didn't take much thought for her to close her mouth and use her magic to lock the door. "Ahem. I have things for you to use upstairs."

The stallion marched forward and pressed into Rarity's personal space, then loomed over her. A fluttering filled Rarity's chest as her heart skipped several beats. Very dominant, she thought.

"Go upstairs and put on a horn-blocking ring. I know you have one." The stallion leaned forward and down, its body squeaking, until its unmoving mouth pressed to her folded down ear. "Do it now, mare."

The roughness of the command sent a shiver down Rarity's spine. All the stallions she had enjoyed dalliances with had been most pedestrian, but this one—this toy—made her dock flag all on its own. Not trusting her voice, she turned and walked for the stairs, her ears picking up the squeaking sound of the stallion following her.

Unconsciously, Rarity swayed her hips and kept her tail arched high as she ascended the stairs to her bedroom. This was the one place Sweetie wouldn't go, and it was also the one place Rarity let her own naughtiness out. She had, she knew, a thing for bondage. She loved to feel the touch of restraints and devices meant to keep a mare still. Sex was something some might use it for, but she preferred the chase, so to speak, over the catch.

Walking into her room, Rarity used her magic to open the two large chests at the base of her bed, and from the left one she floated up a platinum ring that had a little ring of gold on one edge. "I don't often wear this. I like being bound, but my magic is always my safety. I'm sure Lyra programmed you—" Rarity froze as golden magic plucked the ring from her cornflower blue.

The ring shot up and came down on her horn. It didn't activate until the little gold ring was snapped over the platinum. It was then an excited and naughty filly inside Rarity's head squealed with excitement. She turned and looked up at the stallion. Never in her life had something so pretty been so intimidating to her. She took a breath, watching the continued golden glow of its horn, and completely missed its magic floating the bridle toward her until it slipped over her snout.

It was, of course, her favorite possession. The bridle was hoof-made from the finest hemp—rope so soft and yet strong it would leave no marks on her coat. She opened her mouth for the bit to slide in, and felt the bridle pull around her jaw and back over her ears. A click on one side let her know this stallion understood locks. She couldn't talk now, not with her tongue pinned by the bit and her jaw held by the bridle.

The rubber stallion's programming hadn't included such a wide range of toys and equipment, but it could piece together what went where on the mare's body. Lifting out a set of tack, it positioned it in the middle of Rarity's back. A bellyband went under her chest and locked with a firm snap. It had no concept of keys—it only knew that with each new piece added, the mare seemed more ready.

Straps went up between Rarity's forelegs to a diamond-studded collar that sat low around her neck. With those fastened, the tack was taking shape. More straps led down her spine to a crupper that looped around her dock. When that strap tightened, Rarity let out a snort of excitement—her tail elegantly lifted by the soft straps.

Another set of straps went down each side of Rarity's body, connecting to a loin strap that came down each flank and then wound around behind her rump. She loved her harness, but there was more she wanted this amazing stallion to dress her in.

Recognizing hobbles when it saw them, the rubber stallion lifted the padded metal cuffs out of the chest and locked each around a foreleg of the mare. "On the bed. Keep your rear up." It knew she wouldn't need any toys to be attached to receive its shaft, so advanced on her quickly as she did as commanded.

Rarity was waiting for one of her beautiful and expensive vulvas to be stuck on her derriere. If she could have still used her horn she would have picked one out, if she had her voice she would have begged the rubber creature to use it. Instead, she was somewhat surprised when it just mounted her.

In Rarity's mind, she ran through all the things it could do on her. She liked the idea of a big male just rubbing himself to exhaustion on her back—between her thighs—but when its shaft pressed to her rear and then into her, her eyes widened in shock and delight.

Sure it had stealthily applied at toy to her rump, Rarity just arched her spine and pushed her rump up for the stallion to stuff. Her ass, she was surprised to learn, was its target—not that she minded. She'd given the toy the rein, after all—literally.

As each inch stuffed into her, Rarity heard more and more squeaking. Sun began to pool around her window-shades, though Rarity's eyes fluttered closed as she was bound and helpless under the big stallion.

Grunting as it felt like the stallion was shoving himself all the way into her head, Rarity failed to notice that her forelegs had taken on a white transparent nature—glossy and rubbery. She chewed at the bit in her mouth until she heard her first squeak from her own jaw.

The world, and her situation within it, snapped back into Rarity's focus just as her first male orgasm happened. Under her, Rarity's shaft spewed its clear load of liquid rubber into her bed.

She didn't want to move, practically couldn't under the weight of the tack and stallion, but Rarity was well aware something very odd had happened to her. She'd experimented with male toys before—every mare had—but having her own was a different affair. When the stallion climbed off her, she started to move. At least, she tried to move.

Muscles no longer formed the primary locomotion of Rarity's body. In fact, muscles were completely absent from her hollow interior.

"Let me help."

Rarity wanted to complain to the stallion, but something about the bit in her mouth stopped any hint of language from spilling from her. In golden magic she was carried back down the stairs and into her boutique.

Carrying the mare to one of the empty ponequins, the stallion considered it a perfect place to store her for later. Lifting her up, it opened the seam along her belly and lowered her onto the clothes stand.

The feeling of the idealized equine shape pushing into her hollow body was exquisite. Rarity moaned into her bit—or tried to—without making a single sound. It filled her and gave her its form, and when its head was pushed into hers, Rarity realized she wouldn't even be able to turn to see if somepony came into her boutique.

Sealing her belly up and leaving just the pole exiting below her, the stallion let out a satisfied grunt at the rubber, tacked-up mare that was now nothing more than an item of strange clothing on her own display stand.

Derpy Hooves huffed and pulled herself back as much as she could.

"Hey! I'm using that dong!" Flitter's rubber hips were still trapped inside Derpy's, and the rubber dong that had grown to fill Derpy's was likewise still trying to shove both of them into Cloud Chaser's rubbery butt.

But Derpy was the outer skin of rubber, and when she wanted to move, Flitter had no choice. "I need to check up on my friend." Using her forehoof, Derpy peeled open her own belly and tugged up.

Flitter didn't need much more encouragement. She saw freedom—and Cloud's soft butt waving and empty—and pulled herself out of Derpy's belly with an exceptionally loud squeaking sound.

"There! I did it!" Derpy reared up squeakily and clapped her hooves together with yet more squeaking. Ever since she was a little filly, Derpy Hooves had felt a need to protect ponies. Without them even knowing she'd stopped some of the older bullies from picking on the smaller foals in Cloudsdale, and even since then she'd come to Ponyville to help protect the most important ponies she knew.

The most important pony to Derpy, however, was Rainbow. When she'd found Rainbow reading books, Derpy had offered to lend her some, and since then they'd become great friends and—sometimes—more. Fuckbuddies had been Rainbow's term for it. All Derpy knew was that it was a lot of fun and there were no consequences to it, other than smiling a little wider than normal.

But it was that closer-than-normal relationship they had that made Derpy walk outside of Flitter's home while ignoring the desperate squeaks that indicated that the pair were going back to satisfying each other.

Spreading her silly wings, Derpy flapped and leapt ungracefully forward, but not upward. "Hey! What gives?" More flapping just resulted in her getting nowhere very fast indeed. "How do earth ponies get into the air?"

Derpy's mind raced. Being a well-read mare, she'd followed plenty of adventure stories. The answer was an easy one. "A balloon!" She giggled in true Derpy fashion. "I am a balloon!" That's when it hit her. Hot air or light air.

Trotting squeakily through Ponyville as the light of day stretched through town, Derpy soon reached Sugarcube Corner. There were two ways to fill a balloon, and given Derpy knew how accident prone she tended to be, she wanted nothing to do with one of them.

The best source of the good stuff to fill a balloon (pony) was in Pinkie Pie's secret party planning cave. Derpy knew it existed mostly because she'd had to deliver things to it, and Pinkie Pie always had the places she ordered party supplies from send it:

C/o Pinkamena Dianne Pie
Pinkie Pie's Secret Party Planning Cave
Sugarcube Corner Basement
Ponyville

Something Derpy had been continually delivering for many years was helium. Bottles and bottles and bottles of it. Pushing the front door of Sugarcube Corner open, Derpy walked inside. "Hi Mr. Cake!"

"Hiya there Derpy. Nice day, isn't it?" Mr. Cake was rubber-balls deep in Pinkie Pie's mouth, his big rubber dong mashing against the mare's snout with each squeaky thrust.

"It sure is! Hi Mrs. Cake!"

"How are you doing, dear? Did you need something?" Like her husband, Mrs. Cake was hammering her rubber body against Pinkie Pie, only she had the other end.

"I just needed some helium. Do you think Pinkie Pie would notice if I borrowed some?" Derpy walked a bit closer, noticing Pinkie's rump had started turning rubbery and transparent while her snout was only barely looking a little shiny. "Pinkie? Can I borrow some helium?"

"Mmmfmf!" Pinkie was being rocked forward and back as she felt more and more hollow. The question was barely audible to her over the intense squeaking coming from her butt and her mouth. She wasn't the kind of pony who'd stand (or spitroast as the case may be) in the way of somepony who was in the midst of a heliumergency. She nodded as much as Carrot Cake's rubber cock, that was plunging in and out of her mouth, would let her.

"Thanks!"Derpy walked through the bakery to the loading bay that led to the basement. Opening the door using her noodly legs, Derpy headed down the stairs with prancing, squeaking steps.

It wasn't hard to find her target. Derpy walked up to one of the bottles and pushed her mouth over the inflating nozzle of the bottle, and tilted her head to the side.

The reaction was fast. Derpy's eyes widened as a loud hissing sound hit her ears and she felt her body plump up a little. Pulling back quickly, she wobbled on her rubbery legs. "My head feels silly," she said in a higher-than-normal tone.

Jerking a hoof up to her unmoving mouth, Derpy giggled—and giggled—and giggled. After a few moments she felt her body slowly returning to its normal size, and tested her wings. Some determined flapping actually resulted in her bouncing off the floor, but she was still nowhere near flying.

Scrunching up her snout, Derpy looked back at the bottle. "More!"

Three times Derpy fitted her mouth to the bottle, tilted her head to discharge helium into her body, and then spent minutes expelling what she felt was heavier air. Each time she did it she felt a little lighter both in her body and in her head, but it wasn't enough.

Squaring her shoulders, Derpy turned around and reached under her tail. She'd found the filling nozzle before, but hadn't really had anything to do with it. Now she did.

Backing her rump up to the balloon-gas bottle, Derpy opened her mouth to focus on letting out the "bad" air, pressed her rear valve to the nozzle, and gave her hips a twitch.

Closing her eyes in pure, sexual bliss, Derpy Hooves let out the highest-pitch moan of her life as all the gas within her was quickly exchanged for helium. She didn't stop the valve behind her until her back legs wobbled and gave way. Floating in place, Derpy laughed and flapped her rubber wings in joy.

Everything felt better and lighter, and she was sure she'd be able to reach her friend now. Looking back at her body, Derpy gasped at the sight of her wider hips and bigger rump. "I think I got Flitter's butt!"

Recovering her giggles much quicker this time, Derpy set about flapping her almost-useless wings to get upstairs. Laughing even more now, Derpy was flapping her wings and zooming about. She shot out the back door of Sugarcube Corner without a thought and pumped her rubbery wings to get higher and higher.

Rainbow Dash heard the high-pitched giggles before the odd thudding coming from her front door. Getting up from where she'd been reading her copy of W. B. Wheats, and quickly put her reading glasses in a drawer to hide them. Properly denerdified, Rainbow walked over to the door and opened it.

Whatever sight Rainbow had been expecting, a latexified, giggling, and transparent Derpy Hooves—floating just barely off the cloud—wasn't it. "Derpy?"

"Oh goodness! You're alright!" Her voice still sounded silly to her, but Derpy managed to keep from laughing in her relief to see her best friend was okay. "You haven't been down to Ponyville yet?"

"No. Absolutely not. Derpy, you're not fooling me. I know you're not stupid, so tell me what's going on with this!" Rainbow gestured at her friend's body. "Is that a penis?"

"Yup! Oh, right! What happened was I found a really nice stallion—I think Lyra made him—and he fucked me soooo gooood. But when he was done I was like this! Well, not like this like this, but I mean all squishy and with Mr. Pokey. I tried to poke Flitter, but I fell over her and I took her to see Cloud Chaser, and I let Flitter bang her using Mr. Pokey. Then Flitter grew her own Mr. Pokey and I let her out so she and Cloud could have fun together.

"But then I thought of you, and I was worried something might have happened, but I couldn't use my wings. But then I thought I'd get some helium and float up to you. It worked!" Finished with her explanation, Derpy lunged forward and kissed Rainbow Dash.

It certainly wasn't the first kiss Derpy had given Rainbow, but it was the strangest. It felt to Rainbow like her lips were stuck in place. She tried to pull back a little, but then Derpy breathed out.

Blinking in surprise, Rainbow Dash felt more than a little odd. She took another breath through her mouth—inhaling Derpy's air—and felt even more funny, but it was funny good. Smiling, Rainbow reached forward to hold Derpy still and started kissing and breathing with more force. She couldn't get enough of Derpy or her air.

The tingling spreading through her body reached Rainbow's head, and she started to giggle. Everything about the situation was funny. Derpy was funny naturally, but inhaling air out of her was extra funny, and looking through her friend's body to see a big cock bobbing under her was extremely funny.

When Derpy finally broke the kiss, she could almost see through Rainbow's head. She giggled, and when Rainbow giggled too, she tackled her best friend into a hug.

The more she giggled, the more strange Rainbow felt. Hugging and kissing Derpy was totally a given at this point, but she just couldn't pin down what was different until she realized they were floating in mid-air. "D-Derpy?" That's when she also realized her voice was much higher pitched.

"I think I made you into a balloon pony like me."

It made sense to Rainbow, but she had to focus on the words not to lose track of them and just start giggling again. Slowly, deliberately, Rainbow Dash nodded. "Yeah, you did. It doesn't feel bad, though. I just—I'm really happy." A bout of giggles broke from Rainbow's rubbery mouth, and she quickly shot her forehooves up to cover it and stop the sounds.

They didn't stop.

"I know! I feel really good and—Rainbow!" Derpy grabbed her friend and flipped her around and over in mid-air. "You have a Mr. Pokey too!"

Rainbow's giggles cut short when Derpy grabbed her penis up and pressed her mouth down it. Her eyes widened—they'd played with toys of all types, but this wasn't just a toy attached to her, this was her penis. "D-Derpy, that's…"

There was nothing else for it. Rainbow squirmed and shifted until the long expanse of shiny gray belly was before her. She spared only a few giggles at the squeaking sounds she made as her mouth homed in on Derpy's dong.

Both Mare's eyes fluttered shut as their bodies—honed for sensitivity in all places—gave them as much pleasure from their mouths as from their shafts. Each wrapped their forelegs around the squeaky, squishy body of the other and hung on tight as they bobbed around the ceiling.

Nothing but pleasure intruded on either mare's mind—except for the odd giggle around the cock in their mouth—as they pushed each other to orgasm after orgasm. Neither were capable of counting above two, but neither cared for anything but giving and getting pleasure.

"Oh, Fluttershy!"

It had been long enough since his time being evil that Fluttershy only associated Discord's voice with happy things. She poked her head out of her rustic kitchen and into the living room. "Yes, Discord?"

"You wouldn't believe how energized I feel. I haven't felt this amazing since—" Discord snapped his paw's toe-beans together and produced a calendar the the thickness of a moderately sized phonebook, which he then proceeded to flick through and pinpoint a date, "—about the time I got free, actually. Those darling little fillies were just so empowering. You know I haven't—"

"Discord." Fluttershy didn't often deploy any level of The Stare, but for Discord she sometimes used it when she couldn't talk over him and he wouldn't shut up. "What's wrong?"

"Wrong? Fluttershy! Everything is right for once!" The calendar disappeared and Discord did a little twirl of excitement mid-air. "The sun is in the sky, the birds are—well, you know what the birds are doing better than I—and half the ponies in Ponyville have been turned into rubber sex toys by one crazed unicorn's spell."

Fluttershy took a few seconds to process the curiously inconsistent information she'd just aurally received. She took a deep breath and let it out slowly. "Could you please repeat that last bit again, Discord?"

Sitting back in a suddenly-appearing director's chair, Discord snapped his digits again and held up a copy of the story in one hand. "Now, it says here that—Oh! Oh my! In her—Where did she put—" He quickly tore the pages up and tossed them into a convenient fireplace nearby. "Fluttershy, I wouldn't recommend visiting town today unless you like squeaking."

"Um, what was the bit you said before? A-About rubber crazed unicorns?" Fluttershy knew Discord well enough to know he was distracting her from something he thought he needed to protect her from. Usually, when Discord did that, it was something Equestria needed protecting from.

The director's chair along with the snack table that'd appeared beside it while Fluttershy was stammering her question all disappeared with a puff. "Ironically enough, Fluttershy, the crazed unicorn is one of the few ponies not made of rubber." He paused a moment, trying to gauge if she'd let it drop at that, but she ratcheted up to a stage 2 The Stare. "Lyra Heartstrings made some very questionable choices in spells, got distracted by her creation, and it escaped. Presently, there's an animated rubber sex toy of the male persuasion that's wandering around and subjecting any mare it comes across to the most degrading and depraved intercourse it can manage.

"The ponies thus gifted by its talents themselves have turned into rubber sex toys and, through various rather creative means, are spreading this little squeaky plague to all comers. It's honestly lucky for this story's author's sanity that every foal in town is off on some sort of field trip with Cheerilee—yes, even the babies." With a wink to the reader, Discord got back in character. "So, as you see, it's not wise to go out—"

"I have to, Discord." It wasn't that Fluttershy was turned on by the whole description, mostly just the first bit. An unthinking sex machine degrading mares. Fluttershy liked a little hair-pulling from time to time, but what she really liked was being made to feel tiny, weak, and somepony's pet. That usually came with brushing and snuggling after, but since Feather Bangs had moved on she hadn't had anything regular. "I need to make sure Rainbow Dash is okay first. She's the fastest flier in Equestria, and can warn Princess Celestia."

"I could just teleport us both—"

"No, Discord. I need to do this alone." Fluttershy definitely didn't want to do it alone so she could find this strange stallion after warning Rainbow Dash. Nope. She wasn't so pent up she'd take a rampaging sex toy over the nice stallions of Ponyville. Part of her still had worries about her little plan, but the part that really liked the plan told that other part that after everything was fixed they'd both visit the nice little hut deep in the Everfree Forest where she knew a group of changelings lived—they had invited her to return anytime. "I have to warn Rainbow and help anypony else I can find."

Discord watched Fluttershy rush out the top Dutch door of her house and into the day. Heaving the most unamused sigh of all time, he turned to look at the reader. "Honestly. She has this gorgeous draconequus right here, willing to worship the ground she walks on, crawls on, or flies over, and she runs off for some crazy sex-kink thing. One day, mark my words…" With a snap of his toe-beans, he disappeared.

Pumping her wings hard, Fluttershy scanned the ground below. Just as Discord had said, there were strange rubbery ponies around, and they didn't seem to overly mind where they were or who was watching.

A few did, however. Fluttershy watched as Flitter looked up at her with a huge grin, spread her little rubber wings, and failed to get off the ground. It almost broke Fluttershy's heart to see the loss on the other mare's face, and for just a heartbeat she pondered landing to ask if she could help.

"Hey!" Rainbow Dash giggled as she flapped her wings to catch up to Fluttershy. "Crazy stuff going on, right?" She giggled some more because she felt both happy and excited to meet her friend.

"Hiya Fluttershy!" Derpy actually lost her pacing she giggled so much. Struggling, she pumped her little wings as hard as she could to get back up and flank Fluttershy with Rainbow.

They both looked and sounded very different to how Fluttershy knew her friends. For a start, both their voices were really high-pitched and both were made of rubber. That each sported an erection and giggled far more than any pony apart from Pinkie Pie after a visit to the dentist was a little suspect to her too. "Um, do either of you feel up to flying to—Hey." Fluttershy had slowed almost to a stop, and when both her friends rushed toward her, she'd dodged to the side.

Giggling, Rainbow Dash reached her forelegs out to Fluttershy. "Fluttershy! What about a kiss for luck?" She giggled some more.

Knowing that Derpy was still somewhere behind her, Fluttershy panicked and surrendered some altitude for speed. Neither of the inflatable ponies seemed capable of catching up to her, it seemed as she flew away, which was why she was shocked when something grabbed her by the leg—something magical.

"You want to be bound?" The stallion held the mare with its borrowed magic, tugging her back leg down to the ground slowly.

Without realizing it, Fluttershy had found herself in the presence of what she quickly knew was the animated sex toy. She bit her lip, unable to say a word despite it having released her leg.

"I asked, do you want me to hold you down and fuck you?"

"yes." Fluttershy couldn't believe what she'd said. Her eyes widened and she shook her head. "I-I-I mean I don—" She backed up a step. "Th-That is, I don't think right here is—" Another step. "I—" Fluttershy's rear pressed to the front door of Carousel Boutique.

With a rushed sigh of relief, Fluttershy opened the door and slipped inside.

"Darling!" Rarity walked toward her friend. Her body was still stretched by the frame of a ponequin, but she'd made hasty adjustments so it could wear her properly, and she could move. "Don't worry, Fluttershy, you're perfectly safe in here."

Pushing the unlocked door open, the stallion glared around inside and spotted the mare who'd taken up his offer. Marching forward, he was focused on Fluttershy. "On your chest. Rear in the air."

"Dear me no. Darling, can't you see she isn't dressed properly?" For emphasis, Rarity lifted one bedecked in straps foreleg. "I assure you, my wonderful stud, we have plenty of delights for you to dress this beauty in."

Fluttershy could on stand still and watch as the stallion paced around her. His every motion and look were akin to somepony looking at something they'd just purchased for faults. She gulped, not noticing Rarity had retreated.

When Rarity returned, Fluttershy gasped. Both her and the stallion looked at the harness that Rarity had brought down from her room above. White lace and straps covered the thing—it almost looked like a wedding dress. The blue glow around it turned golden, and it floated away from Rarity to land on Fluttershy's back.

"This is artwork, dear. You must get her wings through these—and put those bits around her legs—yes, you have it."

The weight of the harness on her back was almost non-existent. Fluttershy turned her head to watch as gold and blue magic worked in tandem as the rubber mare and stallion seemed the perfect team. First it was her wings. Normally, Fluttershy imagined such devices as clamping wings down, but this one tightened around them and lifted them up and away from her body. Straps wrapped under her belly, around her front, and even connected her legs—each piece tightened made her feel a little more stiff. "Um, Rarity? I can't really move—"

"Exactly, dear. When this is tight it makes the mare wearing it little more than a puppet to the fine stallion who has chosen her. Oh, Fluttershy, you are in for a treat. He's so wonderful—he understood not just how much I needed to be broken, but he understood art!" Rarity would have melted on the spot if it weren't for her duty. "Right here, dear, tighten this one under her tail and pull like—you've got it."

Fluttershy felt her tail grabbed and pulled to the side by a strap, then held there. She felt exposed and posed. Rarity had adjusted everything so Fluttershy was pinned in place with her body stretched just so and her wings slightly raised. More straps drew her neck up and forward so she was locked in position, unable to watch what was about to happen.

"You're absolutely beautiful, darling."

The stallion's weight settled on Fluttershy's back, and she was hornier than ever. She'd had stallions before, and a mare once, but none of them had scratched this particular itch. Arching her back as best she could in the restrictive outfit, Fluttershy opened her mouth to moan, only to have a bit pressed inside and a bridle pulled around her face.

Waiting for somepony to put a toy on her, Fluttershy was caught by surprise when the stallion just pushed into her body. It was strangely organic feeling, like she was actually being invaded by his shaft. It filled her in a way that no other stallion ever had. She tried to call out and whine, but the bit had pinned her tongue down and caused all her vocalizations to come out as grunts.

Each of his long strokes drove another noise from her, and soon all Fluttershy could think about was how much of him seemed to be pounding into her. She felt lighter, softer—as if her entire body was becoming just like the stallion's, which it was.

As he continued, more and more of Fluttershy turned to air-filled transparent rubber until at last even her head changed. A pair of handles appeared at her shoulders and hips, and as the stallion emptied a thin, clear liquid into her depths, she was complete.

Still and unmoving, Fluttershy felt serene and peaceful. Needs struggled and died in her body. Not only was the straps and tack holding her from moving, her new body just felt incapable of movement at all. She had no muscles anymore, no sinew, and no bones. Far from scared, Fluttershy felt more like a tree than ever before in her life.

"You're gorgeous!" Rarity used her magic to lift Fluttershy up and carry her to the front of her boutique. "I have just the place to put you, too."

Unsure what to expect, Fluttershy was shocked when Rarity opened the door to her front window display. If she'd had a heart still, it would have been thudding with shock. Blue magic levitated the clothing off the lone ponequin in the window display. Fluttershy felt Rarity unfastening all the restraints and then doing something to her belly.

A hollow emptiness threatened to overwhelm Fluttershy. Her legs all felt weak and loose, until Rarity pulled one of her back legs up the long rear limb of the ponequin. It felt like somepony putting on a sock, but Fluttershy had never expected to feel that sensation as the sock.

Another of her legs was stretched over the white ponequin's limb, then Rarity pulled her up and over the back end of the frame. Fluttershy was adjusted and stretched into place, her body soon fitting the ponequin like a glove. The last thing Rarity did before she was complete was to pull Fluttershy's head over the top of the ponequin's.

"My goodness but you're perfect, dear. Let's get you dressed, shall we?"

Unable to turn her head, lift her hooves, or even move her wings, Fluttershy stood in glorious stillness as Rarity dressed her back up. She wasn't just another pony, she was the prettiest pony in Rarity's boutique.

"Oh yes. This is just the thing for you." Rarity lifted a hat up onto Fluttershy's head. Her friend hadn't spoken or even moved since the stallion had dismounted her, but Rarity just had to look at Fluttershy's smile to know her friend was happy.

There was a line of customers in Sugarcube Corner. With two registers going, the cakes were doing quite well at getting through the ponies. Shortly after finishing with Pinkie Pie, Carrot cake had mixed up a huge batch of frosting and had then used it to fill his darling wife to capacity, and she had done the same to him but with thick whipped cream.

Together, the couple left ponies stuffed with sweets and squirming as the heavy mass inside each of them made movement much harder—though it didn't seem to impeded the two Cakes.

Rising to wobbly, rubber legs, Pinkie Pie shook her head to clear it. She'd escaped being filled like an icing bag only because Cup and Carrot were busy piping their customers. "D-Do you need any help?" Pinkie noticed her mouth wasn't moving right, but the right sounds were coming out.

"Well, if you'd like to get some chocolate melted up, you could do some tempering on these ponies," Cup Cake said as she blasted more sugary frosting into a newly converted rubber pony.

"Ooooh! But wouldn't it just harden in me? I don't think that'd help." Pinkie Pie tapped her chin with one rubber hoof, the action causing her to squeak a little. "Oh! Was Derpy okay? She was looking for my helium. I wonder what that would do inside a pony?"

"M-Madam!" Walking out of the middle of the line on wobbly legs, Savoir Fare waved a hoof to get the attention of Cup Cake. "Perhaps I could be of assistance with the chocolate?"

Carrot, seeing a great opportunity when it presented itself, pulled out of the cream-filled rubber pony beneath him and marched up to the waiter. "You'll be jus' perfect. Pinkie, could you lend a hoof gettin' Mr. Fare filled with chocolate?"

"I was gonna go check up on my friends, but I can help a little. You need me to get the big piping bag ready?" As she took a few steps, Pinkie discovered the best thing ever about being rubber—bouncing. Her hooves were practically pogo sticks, and holding them all together she bounced gleefully into the kitchen.

Their biggest piping bag still had some cream in it, but Pinkie cleaned that out while Mr. Cake prepared a huge batch of chocolate in a double-boiler. In next to no time at all, a surprisingly eager rubber Prench waiter had the nozzle of the piping bag shoved in his mouth.

"I hope you're ready!" Pinkie held the end of the piping bag closed, feeling the heat radiate off the chocolate. "Because here it comes."

Pinkie Pie squeezed with all her might, and Savoir Fare's eyes opened wide as he watched the huge bag bulge for a moment before it started to unload into his throat.

Heat filled Savoir. Food was his life and serving it his pleasure, but this would take both of those to a new level. It sloshed into his legs first, and he felt the hefty, hot chocolate fill his limbs up then begin to fill his body. By the time it reached the tips of his ears, he'd made all sorts of odd noises from his rump to expel the excess air—but he was done.

"Can you move?" Pinkie Pie asked, poking the stallion in the shoulder.

Savoir Fare had never felt so alive before. An intense heat radiated through him, and he felt a purpose practically boiling inside. "My dear, this gift you have given me will never be forgotten. If you'll excuse me?" Reaching out, Savoir grasped one of Pinkie's hooves and he laid a chocolate kiss upon it.

Marching through the doors into the front room, Savoir Fare approached a pony—Roseluck—and stood above her. She was full to the brim with whipped cream, and whimpered in bliss up at the stallion standing over her. "Madam, your chocolate is ready."

Pinkie stared as the stallion just started climaxing on the spot. His shaft erupted with dark brown chocolate that began painting the cream-filled mare under him. Each spray of hot chocolate thickened the layers on Rose until, at last, none of her was visible under the hardening coat.

Rose could move, but each moment that past made it harder. The thick cream in her body was bad enough—she ached for more relief—but with the hardening chocolate around her she slowly became immobile. Silence was her world—silence and need.

"Weeeell I need to go check on Applejack now. She's probably been missing out on all the fun!" It took a lot of Pinkie's willpower to step back and let the door close. With the sight of Savoir Fare approaching another pony lost to her, she could breathe again. "Silly narrator, I don't need to breathe like this. Now, where would Applejack be?"

"Dearie, are you sure I can't interest you in some frosting?" Cup Cake asked.

For a moment Pinkie Pie almost turned around. She let out a sad little sigh that she'd miss all the fun at Sugarcube Corner. "Sorry, Mrs. Cake, but I need to go and check on a friend." As she turned her head toward the back door, however, a rolling pin fell from a nearby hook.

Normally, a rolling pin of such heft and weight as this one would be a sharp reminder of the need for regular maintenance around the workplace, this one however was more than a match for Pinkie's malleable body. It landed on her just behind her forelegs and smooshed down hard, then it did as rolling pins are wont to—it rolled.

"Hey!" Looking back as the heavy roller squished her rubbery body flat, Pinkie Pie's eyes widened. "W-What happened?" Holding a hoof up to her mouth, she blew down on it as hard as she could—and inflated her huge, long tail.

Looking back, Pinkie noticed that the back end of her body was not just far longer than it should be, but it had lost all definition. She didn't seem to have a pony tail or back legs anymore. "Oh! I'm like a snake!" She giggled in glee and practiced a few hisses for good measure. "Well, I still need to check up on Applejack."

Willing her body to move—completely failed to work. Pinkie leaned forward and put her forelegs on the ground and started trying to walk with those, and while it did get her across the kitchen, it took way too long for her liking. "This is silly. I'm a snake! Snakes are fast!"

Tapping her chin with a hoof, Pinkie surveyed her tail and tried to remember what she'd seen of snakes and how they moved. "Well, Antoine just kinda wiggles from side to side. Let's try that first."

Focusing on her tail in sections, Pinkie Pie set about just wiggling it, which didn't work. Next she tried squirming it, but that didn't work either. Then she tried to push out to the sides with each wiggle, and she promptly shot across the kitchen and made a loud squeaking sound as she hit the back door. "Success!"

Backwards was slower, and as Pinkie peeled herself from the door she shook her head and then opened the door. "Weeeee!" Speeding through Ponyville, rocketed by the motion of her tail that was highly effective, Pinkie Pie sped past what she could identify as a lot of ponies all having a lot of squeaky fun.

"Hey!" Rainbow giggled. "Hey Pinkie! Slow down!" The idea that Pinkie was too fast for her was just a touch less annoying than it was amusing. "Pinkie!"

"Rainbow? Hi Rainbow! Wow, you're talking funny, and flying funny, and your penis is wayyyy bigger than normal." Pinkie Pie, being a good friend, did slow down for Rainbow. "Wait. Did Derpy give you some helium?"

"Is that what that was? It's really neat! But not as neat as Derpy. She's amazing!" Rainbow Dash giggled a lot, and was happy when Pinkie joined in because, she told herself, that meant she wasn't going crazy. "Where ya goin'?"

"Well, I was helping Mr. and Mrs. Cake in Sugarcube Corner, when I realized that Applejack was probably scared out on Sweet Apple Acres. I thought I'd head out and make sure she's doing fine." Pinkie liked the way snaking (which she absolutely decided was the best verb ever) made her hips and mane sway and bounce, respectively. "What about you?"

"Well, I thought I—" Rainbow paused for a brief giggle, "—I thought I'd caught Fluttershy, but she slipped into Rarity's boutique. I figured I'd go looking for somepony else, but—" more giggles were had, "—everypony seems kinda busy. Do you think this'd even work on an earth pony?"

Pinkie sped up just a little as a hunch was making itself known in her hunching zone. "Rainbow, I called dibs on Applejack. Besides, she'd just buck you away. You need to find somepony who can't move so fast."

Forced to actually think, Rainbow latched onto somepony she could test all her (and Pinkie's) theories out on. "Okay, but do you think Granny Smith could get—" she giggled, "—get away?"

"Not if I help you catch her!" Pinkie Pie reached up and grabbed Rainbow by the hoof. "Now, let's kick this tail into overdrive!"

Rainbow Dash laughed in her squeaky, high-pitched voice all the way to Sweet Apple Acres.

Slithering all the way up to the house, Pinkie Pie looked around and let go of Rainbow. "Where do you think they are?"

"Let me check!" Giggling yet more, Rainbow floated into the sky a good few pony-lengths before she spotted their targets. Well, one of their targets. "Applejack's over in the orchard!" When Rainbow saw Pinkie's jittery look, she let out a giggle. "Go on. Just come back when you can in case I'm having trouble finding Granny."

Pinkie Pie didn't need to hear anymore. She took off like a shot for the orchard. Having so much of herself touching the ground gave her a new way to hear ponies. To the right she felt as a pair of strong hooves connected with a tree, then also felt the soft patter of apples landing in a bucket.

"Aaaapplejaaaaack!"

"Pinkie Pie? Well shucks, girl, what ya doin' sneaking up on—" Applejack stopped talking and her countryisms died in her throat. "Is this somethin' Twilight did? Because you an' I both know them unicorns are a bit funny upstairs when it comes to—well—everythin'."

"No, silly, Twilight's out of town. Speaking of which, pretty much everypony in town has been turned into rubbery ponies by now. How'd you like to try it out? First go's free!" Pinkie stopped her slithering, seeing Applejack take a step backwards from her.

"Everypony?" Applejack asked.

"Yup!"

"Infectious, then?"

"And how! You should see what Mr. and Mrs. Cake did! And Rainbow got blown up like a balloon with helium, and—"

"Yeah, I got that. So why should I just give in again?"

Pinkie Pie rolled her eyes at Applejack. "And I suppose you want Rainbow Balloon to catch you instead? You'd never be able to pick all these apples then."

"An just how 'm I supposed to pick them like that?" Gesturing with her hoof, Applejack still wasn't willing to get too close to Pinkie.

"If I can show you how, will you snuggle?"

Wagering—Applejack's greatest weakness. "An' if you can't, you'll keep all the others away from me, right?"

Sure about her abilities to pick apples, Pinkie Pie nodded with a few little squeaks. "Of course!"

"Alright. Let's see you—" Applejack didn't get to finish. Like a missile, Pinkie slithered up to an unpicked tree and coiled herself around its base. When Pinkie squeezed with her coils, a big lump formed under the tree's bark and shot upward. The moment it reached the middle of the tree's upper branches there was a loud popping sound, and every apple fell off the tree. "Huh…"

"Now come 'ere for a snuggle!" Pinkie Pie launched herself at Applejack.

Applejack knew she'd agreed (and a bet was a bet), but she didn't intend to let Pinkie just wham-bam-thank-you-ma'am-ed her. No sir-ee. Twisting in place, Applejack met Pinkie's attack with both back hooves delivered firmly in the lamia's chest.

What Applejack didn't account for was Pinkie's squeaky body just absorbing the might kick and Pinkie grabbing her thighs with both her forelegs. "Hey!"

"Silly billy. You think you can stop me from snuggling somepony who needs a good snuggling?" Pinkie squirmed her body, quickly getting the hang of coiling around Applejack with her squishy, squeaky body. "Gotcha."

"Uh. Well…" Applejack was coiled around from withers to dock in Pinkie's soft but strong coils. She squirmed a little, but all that earned her was giggles and a lot of squeaking. When Pinkie hugged her neck with her forelegs, Applejack just chuckled. "Well, I guess you got me, sugarcube. Now what?"

"You know I'm not sure?" Pinkie started undulating her coils. "But I feel hungry all of a sudden." And she really did. Pinkie Pie licked her lips as she smiled at Applejack. "You—uh—want to see what's inside a snake pony?"

"Now, Pinkie, I don't th—" It was too late for Applejack to complain about her treatment as Pinkie stretched her rubber mouth wide and shoved it down over Applejack's head. The oddest thing for Applejack was how she could still see through Pinkie's body.

Bit by bit, Applejack could feel Pinkie's body undulating around her and pulling more of her in. "Hey, Pinkie, what'n heck are you doin'?"

Pinkie, despite having Applejack's head and neck in her throat and shoulders at her lips, was able to reply, "Swallowing you, silly. I saw what some of the ponies were doing in town, and this looked like the best way to get you inside."

"Pinkie! Dangit, girl! Let me outta here!" All the squirming she could muster wasn't enough to stop Pinkie from gulping down her forelegs and most of her torso. "Yer not gonna—Hey, how come I can breathe okay?"

"Who knows? How am I able to talk with your butt in my mouth? This is all so silly!" Pinkie gulped hard, working the rubber inside her body to pull Applejack down in a quick tug that left only the tip of her tail sticking from Pinkie's mouth.

The process wasn't quite done yet, though, and Pinkie focused on shifting Applejack a little deeper into the right place. This, of course, pulled her tail in. "There! Now you get nice and cozy while I find somewhere warm to lay down while you change."

"Ah still don't get how yer gonna—gonna…" Applejack shivered and arched her back as something pushed into her rear. She didn't even have a rear, and yet she could feel that whatever-it-was shoving into it. "This ain't so bad, I guess." She'd barely finished the words when something pressed at her mouth. Applejack, a little distracted by the swelling in her rump, closed her eyes and opened her mouth to accept the thick rubber toy into her mouth.

Pinkie curled around herself to watch as Applejack started nursing at something inside her. "Wow. That looks like so much fun. I might just climb up into this tree and get warm in the branches…" Spiraling herself up the tree was much harder now she had an Applejack-sized lump halfway down her long body.

Poking her head out of the highest branches of the apple tree, Pinkie squirmed until she could get as much of her into the sunlight as she could. "You're so lucky. I bet that feels really good." She watched Applejack inside herself, rocking slowly in time with the things shoving into her. As she watched, Applejack's hips started to change—turning translucent and stretching longer.

"I wonder what that toy is up to? Given that about half the mares in this town are perverts and all the stallions too, I'm betting there's a queue somewhere." Lyra shifted her hips, her vulva still stuck in place and leaving her feeling horny. It didn't help that she hadn't managed to unlock her magic or the collar—both trapped beneath the enchantments she herself had laid upon them. "Almost wish the big hunk would come back and—and show me what a bad mare I've been."

The ache was getting too much, and the worst bit was Lyra couldn't remove the toy and couldn't deal with the issue herself. But she tried. Holding the long gag that the stallion had shoved into her mouth earlier, Lyra tried to bend to line it up with the cursed vulva, but just as she was getting close the strain—caused by the collar being attached by a short cord to her dock—made her whimper and straighten out again. "This is so mean!"

The sound of the front door opening caused Lyra's head to jerk around in surprise—tugging at her dock again. She froze at the sight of the big rubber stallion standing in the doorway. "Y-Y-Y—"

"All the town is now rubber. There is only one mare who stubbornly refuses to accept her future." The stallion closed the door behind him and walked toward the couch as if he owned the place.

"Wait. Rubber?" Lyra's eyes narrowed to pinpricks as she remembered the last protective spell she'd cast before activating the enchantment. "You turned the whole to—" Her open mouth was the perfect target for the magically levitated gag. Lyra's eyes widened as the stallion started shoving more and more of the toy into her—and even felt as it slid to and into the back of her throat.

The thing was enchanted to not interfere with a pony's breathing, but it was unbelievably long. Lyra stared at the stallion as she felt him lock the gag in place again.

"Shh. It's done now, pet. There's nothing you can do." The stallion was content to have found his mare again.

It was so easy for Lyra to surrender—to give in—but she had to stop. Straining against the magic the stallion used to lock cuffs around her ankles, she nonetheless cried out into the gag when a rubbery hoof started rubbing under her tail.

Half a night and day worth of horniness hit Lyra like a hammer. Her mind was shoved aside as her body's desires took over. Lifting her rump and lowering her shoulders, she cried happy tears as her stallion bestowed pleasure upon her.

"Your spell wears off at dusk. Don't try to deny it. Then your protection will be gone and the final mare in this town will be perfect."

The stallion, some part of Lyra understood, hadn't realized that its spell would wear off too. Shuddering as its squeaking hoof against her vulva pushed her into a mini-orgasm, Lyra closed her eyes and submitted.

Sweetie Drops had met up with Twilight Sparkle on the edge of town. Through stealth, powerful magic, and the determination of two mares, they made it to Lyra and Sweetie's home. It had only taken one look at the rutting, rubber ponies for Lyra to utter her wife's name.

The sun went down just as the two mares entered the house (through the back door of course). Sweetie gathered her voice. "Lyra!" There was no reply.

"Where would she be? Maybe she's outside with the… others." Twilight wrinkled her nose at the smell of female musk that pervaded the house. "And why does this place smell like there was an orgy here?"

Sweetie froze at the comment. "How would you know what an orgy smells like?" She thought the question was valid, but was ready to continue the search. "Never mind. I bet she's downstairs."

Keeping behind Sweetie Drops, Twilight Sparkle noted the smell was getting stronger. When Sweetie made enough room on the stairs for Twilight to see, her eyes widened in shock.

Lyra Heartstrings was broken. She was submissive and wrecked, and had the biggest smile her face could manage around the dildo-gag. As the light level in the room changed, she cracked open her eyes and looked up the stairs at her wife and friend looking down at her. Nothing stirred in her head but joy.

The enchantments on the equipment both on Lyra and around the little sex dungeon were impressive, but Twilight always knew her friend to be exceptional at this kind of magic. Despite that, Twilight put her power behind the intent of getting Lyra free.

Cuffs, collar, locked bar, tail-wrap, gag, and even horn ring all flew from Lyra and left her—suddenly—unbound. It felt wrong, but she looked up at Twilight gratefully. "Did I do it?"

"Lyra Heartstrings!" Sweetie Drops was done with being passive. She marched down the stairs and up to her wife and jerked her to a standing position—only for Lyra to slump to the floor bonelessly again. "What did you do, Lyra?"

"Enchanted him." Lyra managed to nod back at the rubber stallion still buried in her cursed vulva. "It went a little wrong. I didn't think he'd get loose and I definitely didn't think he'd start turning ponies to rubber. I guess now they can move again?"

"Move?" Twilight thumped herself on the forehead. "Lyra, you made an animated rubber spell. They were all capable of moving—and were doing so a lot last we looked."

The echo of a knocking sound from upstairs drew their attention.

"I'll deal with this. You said it should have worn off?" Twilight asked.

"About five seconds before you came in. All—buckin'—day. He's such a great boy." Lyra looked back over her shoulders at the inanimate toy and sighed. "I didn't buck up too bad did I, Bonny?"

"If I'd known you were going this far, Lyra, I would have stayed to keep an eye on you. What is it about you genius unicorns?" Sweetie couldn't help but lean down and kiss her wife. "You want me to get him off you?"

"Y-Yeah." Lyra wiggled her butt and let out a hearty moan. "Slow. Please."

Twilight Sparkle was completely unsurprised to find most of Ponyville gathered in the street before Lyra's house. The pony who'd knocked, however, was an acquaintance of hers. "Rarity?"

"Quite, darling. I believe I speak for everypony here when I say that we would like an explanation for all this." Rarity was still in her bondage gear, mostly because it was all locked in place and she had no clue where the keys were. Embarrassment might have been a possibility, except nopony in town had any hoof to stand on right now.

"Well—You see—" Twilight's grand explanation kept faltering. How was she to explain to everypony that this was all because Lyra had messed up a spell and resulted in the biggest orgy in Equestria's history? "I'm sure Lyra's very sorry, and she'll promise that it won't happen again just a—"

"Hold up!" Applejack could still remember slithering around on the farm with Pinkie Pie, and was having trouble getting used to her legs again, but for this she needed to make sure she was heard. "Ah mean, I get that she's sorry about letting it loose on accident, but I'm pretty sure that ensurin' this happens again is why everypony's here."

A round of loud shouts met Twilight's stunned ears. She knew the town she loved was a little naughty now and then, but she was surprised to see even Granny Smith cheering. "Again?"

"Once a month, at least." Rarity nodded as if that made it a done deal.

"Wha… How about you all clean up and have a good night's sleep, and we'll have a town meeting tomorrow?" Twilight put on her bravest face until the crowd started to disperse. When everypony was gone, Twilight closed the door and spun around to see a very wobbly Lyra approaching her. "They took it well."

"I heard there'll be a meeting tomorrow. I suppose I'll have to go so they can officially kick me out of town, right?"

Twilight shook her head to Lyra. "No. Listen to what I said, Lyra. They—took—it—well." When Lyra didn't seem to work out the meaning of her pun, Twilight tossed her wings into the air. "I don't know why I even try sometimes. They had fun, Lyra. Everypony's okay and they want to know when they can do it again."

Lyra shook her head—almost falling over in the process. "W-Well. It'll have to wait until I can walk properly again. If you'll excuse me, I need some sleep."

Watching, dumbfounded, Twilight blinked in surprise at the sight of Lyra wobbling her way to the stairs. For a second she was going to ask the unicorn if she wanted the rubber vulva removed, but Twilight figured Lyra could remove a simple toy easily enough on her own.

Author's Note

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