Twilight’s eyes snapped open… and she found herself still in the library.

She looked around. It was dim, of course. She’d turned off most of the lights. She couldn’t see anything out the ordinary. It seemed perfectly normal. Still, might as well try…

“Hello?”

She waited for a short time, but there was no answer.

With a sigh, she realized she must have done something wrong. She yanked the covers away from her naked body, sat up and reached for Luna’s spellbook. As she flipped to the right page again, she levitated her bra and panties back over to her so she—

Twilight blinked and turned to where she’d left her blouse, skirt and underthings, resting on a cushion at the foot of the bed. All laid out before casting the spell.

They weren’t there.

“What in the world?” Twilight mumbled aloud. “Where did I put those…”

Sitting on the edge of the bed, the book in her hands, she glanced around… only to let out a surprised cry when two gentle hands slipped around her waist, moved up her stomach, and caressed her small breasts.

“What… what in…” Twilight felt a brief surge of panic, but it lasted only a second.

Which was somewhat odd.

In fact, the lack of reaction made her stop and think.

Even as the hands teased her naked breasts, she realized the truth.

“It worked… I’m in the dreamscape…” Twilight mumbled.

“Yes, you are, Mistress.”

The voice was soft, yet strong. It was the kind of voice she would occasionally fantasize about in the dead of night. The voice rolled over her like another set of hands, making her fur stand on end. Her tail lashed back and forth a little, but she forced herself to stay calm and collected. She had an objective and the first interactions with a spirit guide were critical. Especially here and now, she needed to be sure to assert dominance and control, so that her conscious mind would remain the basis for the spirit guide’s purposes.

Still, it was with no small sense of reluctance that she pulled herself away from the grip of the presumed owner of said voice. Biting back a sigh, she stood up and slowly turned.

The figure seated on the bed forced her to suck in a breath and blush furiously. She was in a very improper situation right now. Even if that had been the point, after a fashion.

But she had to remain in control. Complete and total control. Despite her dream body demanding… things from her. Those could come later.

The creature lay on the other side of the bed, dressed in a neat suit of purples and blacks. The creature—okay, the very male-looking unicorn-like creature—smiled at her, showing perfect teeth in a strong masculine muzzle. Dark eyes—a familiar mix of blue, purple and black—studied her. His coat was dark blue with speckles of light scattered over his body, looking like tiny stars. His short mane—decorated with a few streaks of brilliant pink—flowed in air currents she couldn’t feel. He was lean and strong, a bit like Spike aged maybe five or ten years.

Her eyes drifted over his body and she caught sight of a slight bulge in his slacks. She swallowed and shook her head.

Control, I have to be in control! she thought as she forced herself to meet the spirit guide’s eyes.

“‘Mistress?’” she asked, cocking an eyebrow at him in an attempt to firmly establish their working relationship.

“Would you prefer another title or name?” the spirit guide asked humbly, though he still looked her up and down. “I am here to serve your needs, Mistress. I will address you however you desire.”

“I…” Every time he’d said Mistress, a little bolt of energy ran down her spine and into her needy clit. “That is acceptable for the time being.”

The spirit guide gave her a little bow from his position on the bed.

“What… what should I call you?”

“Well, you’ve been thinking of me as a spirit guide, so how about Spirit?” he suggested warmly, flashing her another knee-weakening smile.

“That’s… that’s a good name. I like it.”

He blushed slightly. He actually blushed, which she found most surprising.

“Thank you, Mistress.”

“I… I’m surprised you’re male…” Twilight licked her dry lips. “I… hadn’t expected that.”

“I can change, if you’d like,” he replied easily. “The initial impression upon our touch was that desire for male companionship outweighed the desire for a female and so, I am this. But I am your spirit guide for tonight. I can be anything you desire.”

“No!” Twilight said quickly—probably too quickly. “No, I… I like your form as it is now! I… don’t want you to change.”

It was a little odd though. She didn’t remember fantasizing about any males—except Spike—recently. Then again, her mind often wandered right before she fell asleep. It was possible.

More importantly, she had to keep forcing her eyes away from those slacks.

“As you wish, Mistress,” Spirit replied as he shifted position, showing off his impressive chest muscles as his ears twitched. “But… do you not normally fantasize about being with other mares? Now that I’m in your presence, I can feel it. That is the erotic fiction you prefer, is it not?”

Twilight wrapped her arms around herself, suddenly feeling more than a little exposed. She glowered at the stallion-like figure. “How could you possibly know that?”

Spirit chuckled lightly. “Mistress, spirit guides are only specialized aspects of the psyche meant for a unique form of lucid dreaming. I am you, for all intents and purposes. I know all you know. Though I admit I do enjoy seeing you like this.”

Twilight followed his gaze and squeaked in terror. She reacted by instinct and lit her horn, summoning a simple business suit to hide the fact that she’d been conversing with Spirit stark naked!

“Not what I had in mind, but still stunning, Mistress.”

Twilight stared down at her outfit. What should have been a no-nonsense blouse and knee-high skirt had become a halter top with a plunging neckline and a skirt so short it practically showed off her dampening sex! It was a miracle her bra and panties had remained intact!

“I… I… I…” Twilight stammered as her blush seemed to explode over her entire body. “This is so wrong. Improper. I… I should break the connection. I can’t do this. This was foolish…”

In a blur of impossible speed, Spirit changed from lounging on the bed to standing before her, before she could wake herself up. He reached out gently and held her face, smiling with a smile that told her with absolute certainty everything would be okay.

She felt herself relax as she stared into his strange eyes.

“Why did you seek a spirit guide, Twilight?” Spirit asked, soft hands still cupping her cheeks.

She whined softly, the nearness of him beginning to warm her from the inside out. It was odd, she’d always been bisexual, but she’d never had such a strong attraction to a stallion before.

“I… need relief,” she whispered in a voice so quiet, it would have made Fluttershy proud. Maybe.

“Relief from what?” Spirit prodded gently. “You must say your desire if I am to help. You must confront this need inside of you.”

“I-I-I can’t…” Twilight tried to look down in shame, but couldn’t. He stopped her.

“Then think of the memory and allow me to play it?” he suggested smoothly.

“I… I’m not sure…” Twilight knew she was a spell away from waking up, but did she really want to? Wasn’t the whole point of tonight to get relief from her torment? Shouldn’t she just go with it?

If she didn’t, all that awaited her in the waking world was another night alone, maybe a little self-play ending with a lot of regret. Not to mention cursing herself for being unable to break free of this cycle.

“You must be the one to open the door. Just a little,” Spirit encouraged her. “That’s all I need. After that, I can guide you into the relief you desire. In every way possible. Relief from all you’ve shoved away. You are safe here. There’s no one but you and me… really, there’s no one here but you.”

One of his hands gently brushed over the soft fabric barely hiding one of her breasts. She shivered and a little squeak escaped her lips. She bit down, trying to keep it inside.

“You can only be free if you let yourself be free…” Spirit whispered.

She finally nodded.

Spirit smiled and nodded in return. “Try to relax, Twilight. You summoned me to do this. Let me do it.”

Immediately, her mind slipped to that horrible night when the Tantabus had touched her. She could almost feel it on her back, sliding insider her just enough to get a peek at her deepest fears.

Fears she still wouldn’t put words to.

She closed her eyes as the moans started, each one tickling her nipples or clit, teasing her in ways she could never enjoy.

Because she was a bad girl. She wasn’t supposed to have sexual feelings toward her friends. She was a terrible pony! Everything she knew from growing up told her that! Every class. Every tutor! All of finishing school! Everypony! Sex was necessary for the continuation of the pony race and it meant nothing for anything else! She…

“It’s so beautiful…” Spirit whispered as his hands left her face entirely. “Twilight, this isn’t a nightmare, this is a dream. A perfect dream.”

Twilight’s eyes snapped open and she glared at him. “How could you say that if you’re really part of me?! This… this is everything I can’t have and—”

Before she could react, he gently turned her to see the sight that had been driving her mad with lust for weeks.

On the right side of the central plaza of Ponyville, Rarity moaned. Her beautiful naked white breasts were swinging as she braced herself against a building. Behind her, the equally-naked twenty-something Spike, rippling with muscles with wings stretched out wide pounded his huge draconic dick into the seamstress. Rarity cried out in what was obviously a mind-bending orgasm, and it was obvious it wasn’t for the first time tonight.

Fluttershy and Pinkie Pie were sitting on a bench beside them, both glorious in their nudity, caressing each other intimately as they made out. Twilight spied their soft pink tongues dancing between their muzzles, teasing and tasting one another with delicate passion. As she watched, the Tantabus rushed by and deposited a small orb beneath them. As they continued to play with their heavy breasts and sweaty sides, the Tantabus slowly slipped tentacles into their pussies. Within minutes, they were mewling as loudly as Spike and Rarity as they were fucked from below and teased into a panting mess from above.

Meanwhile, Applejack and Rainbow were rolling around in the grass in a perfect 69 position. Every minute or so, the bottom mare would flip themselves to end up on top, then plunge their muzzle back into the pussy. Twilight watched as both came with Rainbow on top, her wings flaring out wide.

Everywhere she looked, all the adult stallions and mares were together. The flower girls were in a circle of lapping pussies. Cheerilee was getting plowed by Big Mac, every thrust making her tits expand just a little. Sometimes, mares or stallions would be alone or have spots open, and the Tantabus filled them.

It filled them all, the perfect orchestrator of this wild and gleeful orgy.

“You want to be just like them, don’t you, Twilight?” Spirit whispered, his arms sliding down to her middle and pulling her against him. She could feel his growing hardness against her ass.

“Yes,” Twilight mumbled. With every cry from her friends, her thighs got wetter. “Free to be as sensual as I want.”

Spirit’s hands moved to her breasts. He cupped them softly, then squeezed them gently.

“Which do you want the most, right now? If you could switch places, who would you pick?”

She’d driven herself to orgasm thinking about that same question.

“Pinkie or Fluttershy.”

“Why?”

“Loving caresses on the top, eager tongues, and gently being claimed by the Tantabus.”

“I thought the Tantabus was the enemy.”

Twilight shook her head. She knew better. “It’s only acting as Luna wanted… it could be more.”

“You think it could act as a lover?” Spirit sounded surprised.

“Look at it there,” Twilight nodded, shivering in Spirit’s strong and perfect grip. “It’s gently bringing them to climax over and over again. The perfect lover.”

“And you want a nightmare monster in your sex?”

“It’s not a nightmare monster… it’s… mmm…”

She stared at the orgy before her. Had it really been this amazing? Had she really seen this level of debauchery that night? It was so amazing, everything she could have wanted, but something this amazing… she wouldn’t have been able to function. And… she had. She had helped to convince Luna to rein in the Tantabus and save the world. She hadn’t been overwhelmed by the lust she felt now. She was sure she would have been.

No, something was off.

“Wait. This… they were just naked before…” Twilight mumbled, biting her lip as she tried to match the scene before her with the vague memory lurking in the back of her head.

Something… something was wrong. Wasn’t it?

“But that’s not what you wanted to see, is it?” Spirit countered easily. “This is your dream, not the image the Tantabus originally planted. Isn’t that right?”

“I suppose…”

He sighed. “Remember, Twilight, I know everything you know. I know what you want to see. I’m simply adjusting what you’re seeing now to incorporate your many fantasies about your friends…”

“No, that… that shouldn’t be possible,” Twilight said, pressing a finger to the side of her face. “You’re supposed to just be showing me reality…”

His hands started to knead Twilight’s breasts.

“You don’t want reality,” he whispered, though his voice sounded strange, almost as if there were an echo. “You want to be Cheerilee right now, don’t you?”

Her eyes slid over to Cheerilee. The mare’s muzzle was locked in an orgasmic expression of bliss as Big Mac took her pussy from behind. As Twilight watched the lovers, jets of milk burst from Cheerilee’s tits. She let out a happy and horny mooing noise.

“What’s… what’s happening to her?” Twilight whispered.

“You tell me,” Spirit whispered into her ear, tickling her with the heat of his breath. “You’re the one who spends night after night with her fingers in her sex while reading the Mythica.”

Cheerilee mooed again as two thick horns swelled into existence on either side of her head. Strange patches appeared on her dark pink coat. Her muzzle became a little blunter while Big Mac let out a bellow.

Twilight gasped as she watched Big Mac get a little shaggier and grew even more muscular. Twilight’s sex got even wetter as he grew horns, too.

Suddenly, Big Mac pulled out of his lover. He settled down on a bench, his enormous cock—which looked far darker than it had before—sticking straight up between his legs. Two thick balls hung from beneath his shaft, each the size of Twilight’s fist. Cheerilee mooed again as she fondled her newly massive tits. She’d filled out more around the hips and had an odd growth near her belly button.

Then, Big Mac laughed and pulled Cheerilee onto his dick. Twilight gaped as Cheerilee let out another moo, sending a spray of milk bursting across the square. Then, after a few thrusts, an udder burst out on her belly. She mooed in happiness, eagerly milking her new teats and soaking the grass beneath them with milk.

“Look into her eyes. Look how happy she is,” Spirit whispered, his hands constantly teasing and caressing her thin top.

Twilight couldn’t stop herself. She met the eyes of the schoolteacher. A second or two passed, then Cheerilee smiled and mooed. Twilight, to her shock, found herself mooing with the mare.

The mare that was becoming one of the mythical bovines, a hybrid between minotaurs and ponies.

“Yes, overwhelming isn’t it?” Spirit whispered as Twilight felt the echo of something hard in her pussy. “Overwhelming to see your fantasies come true. Bovines, both of them. And now, they’re mated. You would love to be mated to Big Mac like this, wouldn’t you, Twilight? His happy, eager sex toy, serving your bull in all things?”

A finger danced her pussy while two hands slipped under her top and stripped it away, leaving nothing but thickening nipples and two breasts starting to swell with milk. The bra she’d had on… wasn’t important. Cheerilee mooed again—Twilight echoing her—and to Twilight’s surprise, Cheerilee’s features and colors started to shift into… into Twilight’s…

“Moo…” Twilight mumbled as she felt herself slip more and more into Cheerilee’s position atop Big Mac. It would be so nice to have a mate. She’d never be repressed again… Big Mac’s big cock would become her world. She wanted that cock so… so badly and she could almost feel it. “Yes…”

“Mmm… easier than I expected…” Spirit chuckled, his voice growing amused. “I’m going to make a little modification now, you naughty little pony. A few new fantasies about your friends and the Mythica book. You’ll just convert them all with your milk. Not my original goal, but it’ll do nicely.”

“Moo?” Twilight mumbled. The mare fucking Big Mac seemed a perfect fusion of Cheerilee and Twilight. Twilight found herself bouncing up and down in time with that wonderful mare.

“And here I thought you’d need to be with a female, too…”

Twilight frowned.

That… why did… why was Spirit saying these things? Why distract her from her new life as Big Mac’s sex cow? She… that’s what she wanted, right? It’s all she ever dreamed of? In fact, those memories of her repression started to melt under a new series of thoughts. A young Twilight Sparkle, born and raised in Ponyville and…

No, that’s… that’s wrong…

“You’re probably thinking right now that you want more… you want more than just Big Mac. You want all your friends. You want Spike. You even…” Spirit shivered a little behind her. “You even want Luna. Maybe everypony in Ponyville. Wouldn’t that be nice? To be the town slut?”

With every name Spirit said, her eyes shifted to one of her friends. They all looked a little… odd, though she couldn’t figure out why and—

She blinked twice and jerked away from Spirit’s hands, staring at a town center that seemed to be the perfect sex dream. Everypony she saw was cumming. All of them were perfect, sexy, busty…

Too perfect. The dream she was having shouldn’t be creating this much magic around her. Only now could she feel it. It felt wonderful, too wonderful.

She forced a single spell through her body and found the answer she was looking for. It was distant, but it was real.

Her physical body had changed in the real world, though it was a distant thing. Some of those changes had reverted… but not all… including…

She looked down and realized her breasts had grown by a few cup sizes. Now, she was easily the size of Applejack, though not quite at Rarity’s size yet. She whirled to shout at Spirit and demand some answers, only to freeze.

Spirit wasn’t there. At least, not as he had been.

Instead, now she faced a figure of purple, blue and black. All the way through. And all wrapped in a bright pink outline.

“You’re… the Tantabus,” Twilight whispered in shock. “Luna’s Tantabus.”

“And here I thought I almost had you,” the Tantabus said, his mouth quirking into a grin.

A tendril of magic sprang out from his crotch only to spear Twilight in the pussy.

Twilight screamed in pleasure and surprise at the sudden intrusion, twitching as she tried to come to grips with what she was facing.

“I’ve been waiting in your head ever since Luna destroyed me. I touched you as a little backup plan. The most powerful magical user in Equestria. I knew you had to have a weakness,” the Tantabus said as his cock moved in and out of her. Twilight had been so turned on, she couldn’t help but moan lewdly. “But instead of guilt and pain, your self-inflicted punishment was so much more fun. Sexual repression. Built over a lifetime of living in a city filled with outdated ideas and an obsession with being ‘proper.’ Well, that’s even easier to work with.”

“No, I have to…” Twilight tried to cast the spell to break the connection, but the Tantabus’s cock slipped even further into her, breaking her concentration.

“You’re so desperate for release, I’ll bet you’ll do anything at this point. Years of fantasies and needs, all bottled up. All waiting to be experienced. I think it’s time to stop repressing, don’t you?”

A surge of pink magic ran along the length of the tendril and slammed into her pussy.

Twilight screamed again, trying to find some center to hold onto while her own lusts were turned against her, but it was like being blasted with a fire hose. She tried to hold onto her books, her family, her friends… but at that moment, the dream versions of her friends all came loudly, shattering her concentration. She slipped and her mind was swept into the torrent of lusts….

Twilight shuddered. The heavily-repressed scholar and magician got swept away, leaving only Twilight that had hidden beneath the surface for years. Twilight, the needy, slutty, sex-crazed slut.

Twilight let out a giggle of glee at finally being free. She blinked a few times and found she couldn’t remember why she was fighting such a great cock. So, she eagerly started to move with the Tantabus’s thrusts.

Twilight smiled lustily at the being who had unshackled her and got rid of all that horrible stuff that never let her have fun. “Come on, really fuck me, stud…”

The Tantabus laughed. “Wow, you do have it bad! I was expecting more of a fight.”

“Oh, she tried to fight! But it’s her fault she never found a way to work out her needs. So yes, I do have it bad.” She reached down and teased the tendril, stroking it like she would a real cock. “Yes, I do… wanna help me deal with my repression?”

“Only if you watch everypony else getting fucked as we do…”

“I was going to beg for that anyway…” Twilight growled, licking her lips as all sorts of naughty thoughts came to her mind, to the point where it was hard to think of anything else. “Come on, big boy, fill me up!”

The world shifted and Twilight found herself sitting on the lap of the stud creature that was going to fuck her brains out. They perched on a bench where all of her friends gave themselves over to their slutty urges. In fact, as she watched, they got more and more eager to drive one another into a sexual frenzy. The entire town went wild as Twilight settled fully on the best dick she’d ever had.

Without warning, her lover wrapped his hands around Twilight’s thighs, then began to pound Twilight’s pussy with that huge, thick cock. She squealed, bouncing in time with her dream lover as his hands ran over her body. He seemed to especially love her tits, and she didn’t mind at all. It felt so good to have somepony actually loving on them besides her!

“I never knew your breasts were so sensitive…” her lover whispered, tweaking her nipples a little. “You must love the sensation of my hands on them….”

“Yes, I do!” Twilight squealed, shoving her chest forward and into his fantastic hands. “Don’t stop… please don’t stop…”

“That’s why you always stared at Fluttershy the most, isn’t it?” he whispered. Her ears flickered and she shivered. Every word he said was like a cock slipping into her head. “You love her massive tits.”

“Yes…” Twilight moaned as she reached up to wantonly caress her tits while the Tantabus’s hands wandered her body. “I wish I had tits like those… easily as big as my head…”

“No, you want them bigger…”

Twilight felt… strange. The Tantabus’s hands were pressed to her hips and a strange warmth began to flow into her. It felt fantastic, just like everything else. She looked down, only to see a shimmer of stars along her bouncing hips.

“Twilight… please… grow my breasts!” Fluttershy suddenly called.

Twilight looked up to see Fluttershy spread out on the edge of the town fountain. Her legs were wide open and Pinkie sat there, lapping contentedly. Her tail looked a little strange, but that didn’t seem important at the moment. What was important was that Fluttershy was begging for help.

Fluttershy had always been the most well-endowed of them. And Twilight… she had… she had…

The Tantabus’s hands tightened a little on her hips and Twilight let out a lewd moan. She could tell he was doing something to her, but between the sight of her friends in all their orgasmic glory and the sensation of that thick cock slipping inside her, she didn’t really care. Even if he was… altering… her… thoughts and…

“Nooo…” Twilight whined. “Don’t play with my mem… memories…”

The Tantabus brushed the side of her face and leaned down. Twilight turned to stare at him. Her heart hammered in her chest, but found herself unable to resist as her lips met his. A delicious spark that ran from her thick lips all the way down to her thick pussy. Their tongues danced and it felt so much more intimate than the single time she made out with Lemon Hearts back in Celestia’s school.

She blinked and moaned as she felt him dance in her mind. No, she’d done far more than kiss Lemon Hearts. All of her other friends were there and they hadn’t slept until dawn…

The Tantabus pulled back and smiled.

She came for him, her pussy spasming and twitching as she bit her lip in delight.

“Help your friend, you little slut.”

Twilight giggled. Some part of her protested, but she ignored that part. She was having too much fun on this great cock ride! The scholar had run her life long enough! Time for a change!

“Please, Twilight?” Fluttershy gasped as she felt onto Pinkie’s poofy mane. “I… I can’t climax unless you… you help.”

“I’m sure everypony would like some help…” the Tantabus whispered, his hands back on her hips as he thrust her up and down. “Here, I’ll give you the spell…”

Twilight felt the magic flow into her horn and straight into her pussy. The cock there amplified it a bit, then it rushed out, connecting everypony in the chest with her horn—including herself.

“Think about Cheerilee. Focus on her mammoth tits.”

Cheerilee and Big Mac were still rutting like animals, with Cheerilee begging to be bred by Big Mac, her massive knockers streaming milk onto the floor.

“Now, say the magic word,” the Tantabus whispered as his hands reached her tits.

“Moo…” Twilight cooed.

A second later, every mare—and Spike, oddly enough—mooed with her. Then, they were all lost to the throes of a wildly intense orgasm as their tits swelled, doubing or tripling in size.

As did Twilight’s. And it felt so amazing she came again.

Fluttershy screamed as Pinkie ate her all up during her nice and long orgasm, her tits now triple the size of her head. Twilight could feel the breastfeeding fetish being born inside of the shy pegasus… or was she even a pegasus anymore? Her tail had changed, as had her face and ears. She—

“You’re coming along so nicely…” the Tantabus said. “Even better than I hoped.”

Twilight looked down at her new huge tits—though only half the size of Fluttershy’s—and realized they weren’t fully there! They had the same purple-black starry pattern as the Tantabus, but they were so much more sensitive. He continued to caress them and tease them, making sure all of his essence—or whatever was happening to her—had been absorbed by her new breasts.

“What’s… happening to me?” Twilight moaned in wonder.

“As you’re being unshackled from that horrible past, it’s giving me space for a new place to live, my dear.”

“I… don’t under… u-understand…”

The Tantabus laughed. “Well, I think that’s all we’re going to get out of the male side. You’ve already done better than I thought. Right now, Big Mac and Cheerilee are eagerly rutting away in the real world. They’ve both even taken on some bovine features and your magic is strong enough that they’ve now always had that…”

An image appeared of Cheerilee crying out atop the big stallion-bull, holding her tits as a white spray of milk coated them both.

“Such a good job!”

“Wait, you’re… you’re trying to escape…” Twilight mumbled, but it was so hard to think with the sex machine of the Tantabus’s cock pistoning into her. “That’s… what you tried to do before…”

“Oh yes, only this time, I’m escaping in you!” The Tantabus said, tweaking her nipples and sending out jets of dark purple milk spraying over the courtyard. “I’m corrupting your cute little princess body and infusing myself into you. That’s why right now, your tits, your hips, your ass and your tail now look just like mine…”’

“No, I should… I should stop… stop you…”

“And go back to the repressed scholar? Go back to that mare who will never feel another creature’s touch on your pussy or clit? Do you really want that? In fact, I doubt even you have enough willpower to go back to that pony, my dear Twilight. You’re already infected with me. Half of my essence is in you, unlocked by all those dreams of cock. Now, I just need to make you give in to your need for pussy, and you’ll be mine.”

“No, I’ll… I’ll…” Twilight gasped as his cock sped up inside of her, his hands on her tits. “I…”

“Cum explosively as I claim your pussy?” the Tantabus teased as he pulled her close and tilted her head to face him. “Don’t worry, Twilight. I’m not going to create an endless nightmare. An endless sex dream… well, maybe…”

She stared into his strange alien eyes, her tongue practically lolling out. His features became stronger, more attractive. Some part of her realized he was manipulating himself to be as sexy as possible for her. The rest of her didn’t care.

“I’m… going to lick pussy?” Twilight whispered.

“By the time I’m completely done with you, you’ll not only be licking pussy, but you’ll have licked each of your friends to an orgasm so intense, they’ll cum into all sorts of fun new creature forms. After all, they all helped Luna resist me. But don’t worry, their punishment will just be a new body and a desperate need to share it! We’re going to have so much fun, Twilight.”

He looked so handsome, even if he was somewhat vague… he… he… he had already claimed her. Corrupted her. Could she even fight him anymore? Weren’t they the same… the same pony? He’d taken so much of her already. The lust burned in her. Could she—

Her head darted forward and their lips met again. Before she could rethink things, her tongue danced with his. He seemed surprised at first—but not nearly as surprised as Twilight. She didn’t know why she’d kissed him. She just… needed to.

He let out a loud grunt and held her tight. He thrust three more times, deep within her needy sex. She could feel herself shift a little for him. Her pussy changed, becoming deeper, yet perfectly tight for the cock she needed.

He broke off the kiss as he paused in his thrusts, but she sensed the churning in his balls.

“You could have turned me at any time,” Twilight gasped. “Put a pussy in front of me, a cock behind and flood me with lust.”

He bit her ear playfully. “Where’s the fun in that? That’ll break you open to me… but it won’t turn you into a slutty little whore.”

“I’m not a—”

“No, but this will make you one.” the Tantabus said.

Then his cock began to jerk.

“Wait, I—”

The first spurt of his cum splashed inside her corrupted pussy and it felt wonderful. She moaned, just barely able to stop herself from cumming right there.

“Every jet of my cum corrupts you a little more, my little dream slut.”

She tried to protest, but the second burst overloaded her brain with pleasure. Yet, somehow, she didn’t cum. She knew she should have, but she couldn’t!

“What’s… happening to me…?” Twilight moaned lewdly, her hands clutching at her lovers' hips.

“You can’t cum until you say what you are… and mean it.”

Third. She felt herself shoved against the wall of an orgasm, just barely out of reach.

“I’m gonna cum!”

“No, no, no,” chided the Tantabus. “What are you now, deep down?”

Fourth. Her tits spilled dark purple milk. The Tantabus fed her some. It tasted of cherries and sluttiness. She didn’t know how she knew the taste, but she did. Her milk was made of sluttiness.

“I’m… a…”

Fifth. She looked up to see all of her friends sitting around them in a semicircle, including Spike. All of them looked so strange. Spike looked like some strange Diamond Dog, but the proportions were all wrong. Pinkie looked more animalistic and had a hand at the end of her tail. Rarity had a beak and strange feet. Dash’s wings had changed and her eyes looked slitted. Fluttershy had odd markings on her face and seemed a little catlike. And Applejack… she had a seapony tail.

All were staring at her, blushing and looking so damn lusty. She could feel their eyes wander over her naked body.

Sixth.

“Slut…” Twilight mumbled.

Without a word, all six began to masturbate furiously. Fluttershy just played with her massive breasts. Pinkie used her strange hand-tail to shove fingers inside herself as her other hands teased her tits. Rarity let out little cawing noises as one hand attacked the egg-like tits the other her naked pussy.

Seventh.

Their eyes felt like gentle tongues, licking her all over, lapping at her swollen Tantabus tits, teasing her star-strewn crotch, even working over her wings. She was helpless under the onslaught.

Eight.

“I’m a slut…” Twilight mumbled.

“Not enough. Look deep, dear Twilight. What are you now?”

Nine.

A last spark of defiance ignited in her. “No, I’m… not going…”

She could barely get out the words. All her friends were cumming, begging her to join them in cumming, pleading with her that she needed to just cum and give in and give in and cum.

“No, I have—”

Ten.

She could feel the tenth burst of cum erupt inside her transformed pussy. It surged along her until it slammed hard into her womb. The pleasure was too much. Her entire body was vibrating with it. The need to be. The need to be…

She adjusted her legs and let the nightmare seed into her core. But instead of filling her with child, the seed filled her with more of the Tantabus. She moaned as she clutched her belly, growing as if she were nine months pregnant with the child of her spirit guide.

“That’s right. It’s filling you up, but my cock is blocking the way out. It needs to go somewhere…” the Tantabus whispered in her ear, the perfect lover as he caressed her everywhere.

“I… am…” Twilight moaned, rubbing her belly furiously before her friends.

“Join us!” they cried in all their newly-strange voices.

“I am…”

“Be free, Twilight…” cooed her wonderful dream lover, who had… had done nothing but give her passion and pleasure. He only asked for one thing in return…

A lot of her said no. In her mind, tendrils of purple and black wrapped around them and dragged them down, leaving her free to think clearly with the Tantabus’s cock deep inside her and the Tantabus’s essence in her belly.

“I am a Tantabus slut!” Twilight called out in a voice so loud it echoed through the world.

The essence of Twilight’s lover exploded inside of her, wrapping around the inside of her body and mind. It suffused all of her, merging her until she became half pony, half Tantabus. The Tantabus fueled the transformation by cumming explosively again and again into her willing and eager pussy.

Twilight cried out as the pleasure became overwhelming to the point where she was only a passenger in a ride of pure bliss.

“Together forever, my love,” the Tantabus whispered in her ear.

She managed to smile, thinking about the essence she had carried for only a minute or so. It had been so fulfilling. So right. She wanted to give it to all of her friends. That sensation of bliss.

“Then do it. Practice for when you claim them this evening.”

Twilight nodded faintly looking up to see all of her friends with spread legs showing aching pussies—even Spike! She concentrated for a second, then her lower half dissolved, becoming little more than mist. Her lover gave her all sorts of cock ideas and she shaped herself into a cock for every one of her friends.

Then, she stretched out—her lover still fueling her changes—and slipped her cocks into her friends. All of them reacted instantly, crying out in pleasure. Most of them immediately began to make out with one another in a wild orgy of passion all centered around the corrupted tendrils of Twilight. She could feel their need, their lust, through the connections and she dove deeper, feeding from of them.

She fed off their inhibitions and repressed lusts. Soon, Rarity had her beak buried in Rainbow’s pussy. Fluttershy was lapping at Spike’s pussy while he suckled at a tit. Pinkie rode AJ’s tail as she used her own tail to fondle her friend’s tits.

“Yes, perfect…” the Tantabus said, though he was sounding faint. “Only one more task you need to perform. But the fact that you are already feeding…”

“You… these aren’t real…” Twilight gasped as the sensation of fucking her friends and being fucked herself made thought nearly impossible.

“You’re connecting to them. Your precious secured Dreamscape broke when I came in you. Right now, each of them are squirming in their beds as they get little visions of what’s happening right now.”

Twilight knew that should be wrong. She should be terrified. She should be horrified.

Instead, she came again at the thought. The idea was so hot. It was impossible to think otherwise.

“It’s tempting to just fill you up right here and now… but I won’t be denied again,” the Tantabus said. “It must be done correctly. You must become my vessel, dear Tantabus Slut Twilight.”

Twilight squirmed in his arms. She loved the sound of that. It sounded so kinky!

“So, let’s rewind the clock a little and return you to earlier in the night. And let’s make sure that you can get past those nasty inhibitions. You don’t need them anymore? A lifetime of repression… gone, as long as you ask. Well, it might be fun to just have a few holes, instead.”

Twilight didn’t even think about it. “Take them all! I want to be free!”

“In time.” The Tantabus chuckled. “Ready to be a lesbian?”

“So much…” Twilight whimpered, still riding that wonderful cock that had freed her from her slavery to society.

“Then enjoy yourself, my sweet little nightmare slut.”

He snapped his fingers and she knew no more.

Author's Note

Ooooh... wonder what Spirit has planned for Twi~? Probably something lewd. And fun~!

Lemme know about mistakes by PM, k? <3 :3