The Tantabus of Twilight

by Honeydrops

Rating: mature
Tags: Adventure, Berry Punch, Twilight Sparkle, Anthro, Main 6, My Little Pony: Friendship is Magic, Tantabus, Porn, Sex, Spike
Length: 18046

Desperate to escape a leftover ‘gift’ of the Tantabus, Twilight seeks the true origins of Luna’s nightmare. Surely the creature could be used for much more pleasant experiences. Right?

Raised in the sexually-repressed upper society of Canterlot, Twilight Sparkle has long harbored certain... improper desires. Even after moving to the exciting town of Ponyville, she can't seem to escape the shackles of her past.

The weeks after the Tantabus attack has only made it worse. A single touch by the Tantabus during its rampage has left Twilight more repressed than ever.

Desperate for release, Twilight seeks the origins of the Tantabus. What she doesn't know is that something has been waiting for this very moment...

A planned multi-part story with each "book" focus on a different character (just Twilight for now~!)

Commissioned by the wonderfully patient Judoon_Warrior!!

Art by Suirano! Go check them out to see a full copy of the image, cuties~!

Wanna commission me and make your fun fantasies come true (especially the transformation ones)? Head over here, then send me a PM! <3

Spoiler Contents: Breast expansion, tons of transformation into harpies, sphinxes, cowgirls, minotaurs and much, much more, lactation, possession, corruption, mind control, F/F, M/F, M/F/F threesomes and much more to come~!

Published 2019-10-08 03:40:01 UTC
Last updated 2019-10-08 03:40:01 UTC

Drinks and Nightmares

Under normal circumstances, Twilight Sparkle did not get drunk.

For one, despite the claims of her grad school classmates and her own extensive experimentation, alcohol did not lower her inhibitions.

Well, it would be more accurate to say they didn’t lower Twilight’s inhibitions enough. For years, she had yet to act on any of her seemingly-endless series repressed thoughts. No matter how badly she wanted to. And considering how there was no possible universe where she would ever act on them sober, she found the entire situation somewhat aggravating.

To make matters worse, the substance did not act as a so-called ‘social lubricant.’ If anything, Twilight tended to become more awkward—usually by several orders of magnitude—after consumption of fermented beverages.

It wasn’t fair. For Celestia’s sake, it wasn’t fair!

Twilight’s ears twitched at the sound of footsteps. The door opened and a gust of chilly evening air washed through her tail and her black stockings. She shivered and cursed herself—again—for wearing her business casual outfit today. Just because it flattered her slim figure—as if she had much of one—didn’t mean it was smart to wear to a meeting with the Mayor when it was snowing.

Another bad decision.

Bad decisions was another reason Twilight usually avoided anything harder than juice. She’d seen Rarity once have a few too many glasses of wine and start nibbling on Fluttershy’s ear. Neither had been able to speak to one another for over a week! Then again, Rarity had done it again a couple weeks later, so maybe there was more going on there than Twilight knew. It wouldn’t be the first time.

The number of concussions Rainbow Dash had sustained in drunken dares proved the concept that either pegasi had levels of durability that hadn’t been documented thoroughly or Rainbow Dash had an exceptionally hard head.

Probably both.

However, Rainbow had never shown signs of regret in her consumption of hard cider. That could the entire basis for Rainbow’s on-and-off relationship with Applejack, in fact: Applejack attempting to curb Rainbow’s cider consumption. Likely pointless endeavor, but that was not Twilight’s place to say.

Anyway, she could study that another time.

Preferably a time when she didn’t have certain images lodged in her head. Though she had to admit… as time went by, those bad decisions didn’t seem so bad after all. After all, wasn’t that what she wanted? A bad decision that might lead to something… fun?

Twilight stared at the bottle in her hand as she went through all of these data points, then took another long pull from the hard pear cider, finishing it off. The sweet, tangy liquid ran down her throat, already adding to a vague warmth inside of her. With a sigh, she dropped the bottle into line with the four others sitting before her, expanding the tiny wall of solitude that protected her from absolutely nothing.

“Another one, hun?” Berry Punch asked from the other side of the bar.

Twilight nodded, not saying a word and definitely not looking up. Berry, Celestia bless her, simply slid another bottle over. A quick application of magic popped the top and Twilight downed a good quarter of the bottle in one go.

“You sure you don’t want to talk about it, hun?” Berry asked. Her voice radiated with friendly concern.

Twilight shook her head as she stared at The Wall. Berry had asked that with every bottle. It’s not like the Princess of Magic was a regular in the Brewed Berry, after all.

Well, except for Tuesday nights. She was always here on Tuesday nights.

The door behind her opened again and she heard the sound of shuffling feet. Twilight’s ears flattened, hoping she wouldn’t hear who she was probably going to hear.

“Twi, this is getting silly.”

She managed to bite back the sigh, but she couldn’t stop her ears from flattening.

“It’s not silly, Spike,” Twilight replied after another gulp from her bottle. “It’s better than spiraling into out-of-control madness that results in you trying to bend the very fabric of space and time to your whim in an attempt to stop some sort of disaster that isn’t even real.”

“Twi, you’re drinking the lightest cider Berry has,” her assistant pointed out. “Hey, Berry, how many bottles of that would it take to get Twi drunk?”

Berry made a humming noise as Twilight studied the bottles. The bartender might dip into her own stock a little too often, but her ability to perform alcohol-to-body-weight calculations on the fly was second to none.

“For a unicorn her size, she’d probably need at least a dozen,” Berry replied musingly. “Give or take. But with her being an alicorn? Earth ponies can knock back the hardest stuff and not even blink. Unicorns usually burn off the alcohol with magic by reflex. Only pegasi tend to be lightweights, and… well, even Fluttershy drinks harder stuff than this.”

“So, she’s not going to get drunk?” Spike asked as he slid onto a barstool beside Twilight. “And I’ll have a Fizzy Volcano, please.”

“Coming right up,” Berry answered. “And no, she’s not going to get drunk. Not unless she switches to something way harder.”

“Your Princess of Magic is right here you know,” Twilight grumbled. She took another pull.

“Kinda the point, Twi,” Spike said with a sigh. “When you gonna talk about what happened with Luna and the girls?”

Finally, Twilight looked up to glower at her assistant. Just a little taller than Twilight herself, Spike had gone from short and chubby green-and-purple baby dragon to an impressively-male green-and-purple drake in only a year or two. Twilight mentally cursed the odd dragon life cycle and her own too-active imagination, though this time she managed not to blush when she looked at him. He was dressed in a simple gray t-shirt—one sporting Rarity’s logo on the left breast—and black jeans. He’d given up wearing shoes when his lower claws had come in. Thankfully, the cold of winter didn’t seem to bother him anymore.

He brushed his clawed hand through his thick green hair spikes and tried to grin at her.

“Spike, this isn’t the sort of thing you talk with your assistant about,” Twilight muttered. “Especially when your assistant is your best friend.”

“Seems like exactly the kind of thing you should be talking to your best friend about,” Spike countered. “Come on, this is me.”

“I know it’s you. You’re you, I’m me, Berry’s Berry and everypony else is everypony else.” Twilight finished off her latest bottle. “Thank you for helping me unlock the secrets of the universe.”

“You could always try your barkeep,” Berry Punch said as she returned with Spike’s smoking drink in a mug of treated copper.

Twilight tried not to stare at the absurdly curvy bartender. She tried to avoid looking at her altogether. Berry tended to make her ache in certain places. Certain improper places.

Spike grinned at her and tossed a pair of gold bits at her. “Keep the change.”

Berry snatched them out of the air and winked at Spike. “You don’t need to buy me, cutie.”

Spike fingered his collar and chuckled, blushing a little.

“You definitely grew up to be a fine boy, Spike,” Berry said, leaning down onto the bar to give her heavy chest a bit of an extra oomph. “When are you going let me see how much you grew?”

That broke her no-Berry fast. Twilight eyed the light purple mare. With one of the top ten bustlines in Ponyville, a figure that was all curves—including her smirking lips—and a messy dark pink mane, Berry wasn’t hard to look at. Her sparkling dark pink eyes were always teasing, so much so that Berry had long ago become yet another figure in Twilight’s endless parade of repressed desires.

And still, she couldn’t muster up the courage to actually ask the damn mare out for dinner. Or just beg for ten minutes of her time after closing. Or something.

Instead, she watched Berry and Spike lightly flirt back and forth. And it wasn’t long until she realized that her assistant would likely be having some fun with the voluptuous bartender. Which was good. Another night to herself. And her books. And… maybe… a few memories…

Twilight levitated over another bottle, making sure to slip a few bits over to Berry as she did so.

“Around ten, then?” Berry cooed, tickling Spike under his chin.

“S-sure,” Spike managed, blushing even harder.

Berry winked at him, then finally turned her attention back to Twilight. She fixed her with a sigh and shook her head.

“This is about the dream, isn’t it?” Berry said out of nowhere.

“Yeah, it is,” Spike supplied unhelpfully.

“Spike, let her tell the story,” Berry said, without looking at him. Her eyes stayed focused on Twilight, and for her part, Twilight couldn’t seem to quite look away. “We all saw things in that dream. Nightmares and… other stuff. From what I remember, the Tantabus was made to torment all in special ways…”

“It’s the special ways that bother me,” Twilight mumbled as she poured the liquid down her throat. “It had something very special for me.”

“And you don’t wanna say what it is, do you?”

Twilight shook her head.

“Would it help if Spike wasn’t here?” Berry asked.

“Hey!”

“I don’t think so.”

“Twilight,” Berry reached forward to rest a hand on Twilight’s arm. It sent goosebumps over half her body. “We’ve been friends a while now. And even if you’re not drinking the hard stuff, this is pretty low for you. You need to talk to somepony. It’s been two weeks since you all kicked the big monster’s tail. Time to open up.”

“I’m… I’m not allowed to,” Twilight mumbled. “Just can’t. You don’t talk about this sort of thing.”

Berry tapped her finger on her thick lips while the other hand squeezed Twilight’s arm. “I do. Most ponies do, if it is what I think it is.”

“I don’t. It’s… it’s the way I was raised.”

“Then you were raised pretty hard, Twi,” Berry sighed while Spike watched the exchange with way too much interest. “I thought you were just a Canterlot unicorn.”

“I’m…” Twilight sighed and hung her head. “No. No, not just a Canterlot unicorn. Canterlot nobility.”

Berry’s eyes went wide, though to her credit, she didn’t remove her hand.

“Our family has owns a good quarter of the land between here and Tall Tale,” Twilight continued. “My mother’s a Countess, though she hates the title.”

“Oh.” Berry rubbed her face. “Okay, yeah, that explains a bit.”

“Well, it doesn’t explain a lot to me!” Spike interjected. “I mean, yeah, I knew Twi’s basically a Duchess—”

“I’m a High Dame because I’m Celestia’s student,” Twilight mumbled after another pull. “Special title granted only to a few. Most ponies don’t know that, so don’t go blabbing, okay?”

“I don’t care if you’re the queen of the tomato fairies,” Spike shot back. “What does this have to do with anything?”

Berry leaned against one of the pillar behind the bar and crossed her arms under her breasts. “The peerage—Canterlot nobles—have some old-fashioned rules about some things, Spike. You’re a dragon, doubt you had to deal with a lot of them. But Twilight probably even had to do finishing school…”

“Charming Weaver’s Academy For Young Mares,” Twilight growled, her hand clenching around the bottle at the memories. “Why they forced those skirts on us I’ll never know…”

Berry nodded slowly. “Princess Twilight here has been forced to keep a lot bottled inside, hasn’t she?”

“Some.”

“I bet it’s more than some.”

“Okay, fine, a lot.”

Spike rolled his eyes. “Not helping with the definitions here!”

“Dammit!” Twilight shouted, slamming her bottle down on the bar with a crack. “You really want to know, Spike? It’s about… about… sex.”

Twilight panted with the effort it took to say that single word… then immediately went scarlet on realizing she’d said it.

Spike stared at her. He stared at Berry. He stared back at her. “Uh, Twi, you do realize what Berry and I just agreed to probably—”

“Yes, I know!” Twilight growled, glowering at the two of them. “And I’m so very happy for you. I just don’t get to enjoy stuff like that.”

Twilight met the bartender’s eyes. She saw it there. Berry knew what Twilight had seen during the shared dream. Twilight tried not to react, but she still flinched.

With that, Twilight grabbed her bottle, guzzled the last of her cider and slammed it back down on the counter.

“Twilight—” Spike began in a far too sympathetic tone, but Twilight cut him off.

“I think that’s all I need for the night, Berry,” she declared without looking at her assistant. “How much do I owe you?”

Berry hesitated, then sighed. “Twenty-three bits, Twi.”

Twilight summoned the bits in her magic. It was too easy. She had only the slightest of buzzes and the beginnings of a mild headache. Maybe she should start drinking stronger stuff.

Maybe a different night when a blanket of pity wasn’t trying to suffocate her.

“The Tantabus showed you stuff to get under your skin, Twi!” Spike said quickly. “If this is a big deal to you, that’s why it did it! Luna told you how the Tantabus works!”

“I know.” Twilight smiled thinly at him as she slipped off her barstool. Her feet were perfectly steady. Of course.

Berry Punch eyed Twilight up and down. “You know, Twi… you ever want to—”

“No,” Twilight answered flatly. “I may have issues, but I’m not taking anything out of pity.”

“It’s not pity!” Berry cried. “I do like you and—”

“Berry, if you really want to help… I have only one request,” Twilight snapped as she snatched her coat and scarf off the rack by the door. She was intensely glad the rest of Berry’s tavern was empty.

“Anything.”

Her eyes darted to her handsome assistant as she buttoned up her black jacket and tossed her scarf around her neck. “Make sure he has a good time. All night.”

Spike flushed, but Berry just looked… resigned for some reason. Twilight suspected it had nothing to do with Spike himself.

That’s what made it worse.

“Thanks for the drinks,” Twilight said, heading out into the snow without looking back.

Halfway to the Castle, the familiar itch still hadn’t left her. Snow fell over all of Ponyville, but there was still a heat between her legs that had tormented her since that stupid dreams. Since the Tantabus had decided to torment her. Yeah, she’d gotten attacked by her own books in an endless library. That had been freaky, but nothing like what had happened during the final battle.

She stopped and looked up at the Castle, ignoring the snow falling gently around her. In the dream, she’d been standing here—more or less—on the main path leading to the huge crystal beast that was her home. The Tantabus had rushed by her in the chaos. As it passed, it tapped her once.

And then every mare and stallion in Ponyville had been stark naked. She’d seen everypony in their perfect physical forms. The old had become young. The young had become mature. Everypony, baring themselves to the silly little prude of a princess, Twilight Sparkle. And they hadn’t even known it.

Twilight turned around, remembering the battle. She could almost see it. There, she had witnessed Rarity sewing a tear in reality with her magic, her posture perfect and studied, her gorgeous hips and ample breasts silhouetted in the false night. Pinkie Pie, a pony of pure curves—and big curves at that—had bounced around helping ponies. Rainbow Dash had shot by, her perfectly toned body of an athlete glistening with sweat.

She’d wanted them all. Only the screams of panic by the townsponies had made her move to end the Tantabus, realize its origins and help Princess Luna defeat her own personal demon.

And since that evening, Twilight hadn’t had a single night pass where she didn’t imagine at least one of her friends in that moment. Usually doing a lot more than just fighting the Tantabus.

Twilight shook herself, turned and glared at where the Tantabus had almost escaped. That Tantabus had been made to create nightmares. To serve as Luna’s tormentor for her past crimes. As it had fed and grown, it had spread, trying to accomplish its mission on a grander scale.

Twilight rubbed her chin, looking past the towers of her castle as a question that had been lurking on the edges of her mind for weeks finally came to the forefront.

“Could a Tantabus be configured for… other purposes?” Twilight mused to herself.

After all, the Tantabus had simply been a magical construct, built to fulfill its orders. It had simply gotten out of control. Fueled by Luna’s guilt, it had gone wild. If it was fueled by something else…

Maybe it would be enough to finally help her get rid of her itch. Doing anything about it in the real world was out… but doing something about it in the dream realm?

That was worth looking into.

Now, all she needed some time in the library to she could see if she could transform a nightmare into a dream.

Author's Note

Yay~! New story time~! Super-fun commission with a super fun idea. This one gets a little cray-cray, cuties, hope you're readyyyyy~!

Lemme know about spelling stuff by PM plz~!

Dream Research

Sixteen books later, Twilight had found the beginnings of an answer.

She paced in the central library of her castle, a massive room stuffed with books stacked on books. But what made this particular library special was it included every book that had once been housed in the Castle of the Two Sisters. These had proven to be invaluable. On the large central table sat her research. In the corner hearth sat a roaring fire. There wasn’t a lot else but books and a few bits of furniture. She’d moved various cushions and couches out of the way so she could properly pace around the table without tripping—again.

Finally, she triggered her newest invention—something that she’d reverse-engineered from a gift from Sunset Shimmer—the Audio Transcription Device. A silvery rectangular box with a couple switches, it translated her words through a spell that wrote them out in a special book. That way, she could review her notes later at her leisure!

“Okay,” Twilight said to the room as a whole—but mostly to the ATD clutched in her hand. “Luna used the Tantabus exclusively for self-recrimination. However, the Tantabus was actually first designed for something else!”

Twilight stabbed her finger down on the central nexus of her research. It was none other than a book penned by Princess Luna herself before she had fallen to Nightmare Moon. A book Twilight wished she’d found years ago!

A fascinating read. And, best of all, it included the base spell used to create the Tantabus!

“The original spell used to conjure the Tantabus was based on the buffalo’s concepts of a spirit guide,” Twilight continued as she flipped through pages. “In the early days of Equestria, Princess Luna found out that the buffalo had access to a different kind of dreamscape that could be used to easily access inner parts of the psyche! She and a team of unicorns went to one of the buffalo tribes—though which one is on a damaged page, damn—and traded for this knowledge!”

Twilight drummed her fingers on the table. “There is some debate here if the buffalo’s spirit guide was a manifestation of their psyche or an actual entity—or series of entities—living within their own dreamscape, but the pony version was a manifestation of their psyche. After all, nothing lives in our dreamscape…”

Not for the first time, she thought she should probably be asking Luna about this, but it had already been so mortifying to come clean to both Spike and Berry Punch. She couldn’t do that with Luna. She admired her too much. Luna was sure to think her some sort of sick and twisted deviant. No, she could never speak to Luna about this. Twilight knew enough about the dreamscape to create a localized pocket around herself—Luna’s texts had been very helpful in that regard—so she could have some privacy.

“If my hypothesis is correct,” Twilight said to the ADT, “Luna’s Tantabus was tied directly to her guilt regarding her actions as Nightmare Moon. As such, it manifested itself as an embodiment of what Nightmare Moon represented, first creating nightmares for Luna, then all it encountered. It was—for lack of a better term—programmed for that function due to its link with Luna’s psyche. I believe if I can link a new version, untainted by the old version, to my… repressed desires, it could very well give me the relief I need to finally put these dreams and fantasies to rest.”

Twilight thumbed the switch to the ADT, then stepped over to her notebook. She flipped through the pages of her words, forcing herself to read them again and be sure about this. But in the end, the magical theory was sound. It was dealing with the psyche, which was always unpredictable, but considering she had a very strong sense of what she wanted, she should avoid any problems. The only other variable were comments regarding the original spell, which had often manifested spirit guides in non-pony forms, often wild and untamed forms from distant lands or from mythology. Some of the examples had been right out of the classic research tome, the Mythica. But she doubted that would come into play. She would simply see her Tantabus.

Looking at this… it made her tingle all over. She’d attempted to play with herself several times after the incident, but none of those sessions had been satisfying. She ran a hand over her small chest and narrow curves and idly wondered if she could tweak the dreamscape version of herself to actually have an appealing shape. Even something… maybe… um… sexy.

She shivered as the voices of her finishing school came back to her, informing her that she was not permitted such base thoughts. She tried to shove those voices away.

Twilight stared at the book and then eyed the spirit guide spell, the origin of the Tantabus. Was she really about to conjure something that had nearly turned all of Equestria into a living nightmare just to sate her own repressed desires? Granted, she wasn’t doing this out of guilt or remorse. And it wouldn’t be like she would be using it for long. If she did it right, the spell would serve as a conduit for dreams she sorely needed, dreams that she could never live out in real life.

Her little secret path to finally getting free from all that nobility training. Her path to finally breaking free from that repression—if only in her dreams.

The very idea made her ache all over—especially between her legs.

Twilight levitated all the books back save for her notes and Luna’s book on spirit guides. Then, with a flash, she teleported her own bed down into the central library. She wanted to do this in a comfortable space, and she had always felt most comfortable around books. And she might need to reference something—especially if she ended up with a Tantabus with an unexpected spirit guide form.

She swallowed hard, then locked the three entrances to the library. If Spike came home early, the last thing she wanted was to have an awkward moment in here. Then, she lowered the lights, leaving only the barest of flickers to see by. After all, she did have her horn, still.

She brought a nightstand down and placed both books on it, then reviewed the spell again. It was surprisingly simple. A magic circle with some odd triangular patterns cast above the bed of the sleeper, then several words spoken aloud. She would instantly fall asleep and in short order, she would enter her little dreamscape with her new nighttime companion.

This was going to be so much better than alcohol.

Twilight blushed, then started to strip. Since that stupid dream, she’d taken to sleeping in the nude, as she found it utterly impossible to sleep with even a stitch of clothing on. She hadn’t figured out why that was yet. Perhaps this would offer some insight. Still, undressing in what was normally a semi-public space seemed… extremely improper.

She just barely managed to do it anyway, placing all of her clothes on a cushion at the foot of the bed. Then she quickly slipped into bed. Twilight let out a long sigh and ran over her mental checklist.

First, summoned the boundaries to create a localized dreamscape that would prevent anything from getting out. A relatively simple spell. She wished Luna could have cast it before the Tantabus incident, but since she was inexorably connected to the entirety of all sleeping ponies, it probably wouldn’t have worked for her anyway.

Second, fluff pillow for optimal comfort and adjust blankets as needed.

Third, turn off all the lights but one.

Fourth, conjure the mystical circle that would bring forth her own personal friendly Tantabus. The circle hovered over her head and she lay there just watching it for a time.

Fifth, mentally create a link between the spell and its desired effect. In this case, it was to allow her to express her repressed desires.

Sixth, say the words. The words were in no language she really understood, likely a hybrid of proto-Equestrian and the buffalo tongues from over a thousand years ago. But that point soon became irrelevant, as the moment she finished saying them, Twilight’s eyes slid closed.

Author's Note

Seems perfectly innocent, right~? Nothing could possibly go wrong~!

<3

Twilight's Spirit Guide

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

Improper Study Techniques

“Dammit!” Twilight shouted, slamming her bottle down on the bar with a crack. “You really want to know, Spike? It’s about… about… sex.”

Twilight panted with the effort it took to say that single word… then immediately went scarlet on realizing she’d said it. Though, on second thought, she wasn’t entirely sure why.

Spike stared at her. He stared at Berry. He stared back at her. “Uh, Twi, you do realize what Berry and I just agreed to probably—”

“Yes, I know!” Twilight growled, glowering at the two of them. “And I’m so very happy for you. I just don’t get to enjoy stuff like that. Usually.”

Twilight met the bartender’s eyes. She saw it there. Berry knew what Twilight had seen during the shared dream. Twilight tried not to react, but she still flinched. It let her eyes wander a little bit over the curvy bartender.

With that, Twilight grabbed her bottle, guzzled the last of her cider and slammed it back down on the counter.

“I think—”

Twilight blinked a few times, as the world went a little tipsy. She staggered a little, enough to have to brace herself against the bar as she slid off the barstool and almost to the floor.

“Twi!” Berry cried a second before Spike did.

Spike, being closer, quickly jumped up and supported Twilight. The touch of his clawed hands on her blouse sent shivers down her spine and made her wings almost pomf.

“I’m… oooh…” Twilight held her head. “Just… woozy.”

A few moments later, Berry was in front of her, looking worried. Twilight idly thought that it was a shame the bartender was frowning. She was actually pretty… no, not pretty, what was the right word…?

She’s super hot normally with those huge knockers, that fantastic ass, those supremely kissable lips and that stunning mane.

Twilight squeaked softly at the sudden rush of alien thoughts, blushing fiercely and trying to pull away from Berry, though Berry wasn’t in the mood for Twilight’s antics. Instead, she gently held Twilight’s face and looked into her eyes.

“Just relax, Twilight,” Berry said soothingly as Spike kept her standing. “Just focus on me and relax.”

Twilight’s breathing slowed and despite the fact that it had never worked before, she did start to calm. Still, the dizziness wouldn’t go away.

“Maybe I should take her home.”

“No!” Twilight cried, waving her hands awkwardly. “I’m… I’m fine. I just need… to lie down for a bit. I’ve barely drunk anything!”

“She’s got a point,” Berry said with a sigh. “With what she likes to drink, she’ll never get smashed. And I’m not thrilled with letting the Princess out into that cold.”

“So… what do you want to do with her?”

“Just… lie down for a bit.” Twilight mumbled, her head swimming. “I don’t wanna be cold…”

She didn’t know why she’d become so dizzy, but going outside with that stupid blizzard—or snowstorm, or whatever—would be a bad idea. She was sure of it.

“Let’s take her up to my room above the bar. She can rest in my bed. Worst case scenario, she can sleep here tonight and I’ll bring her back in the morning.”

“No, don’t want to put you out!” Twilight protested as Spike lifted her like she weighed nothing and cradled her in his arms. “Wow…”

Twilight couldn’t help snuggling a little against Spike as Berry led them through the backroom and up some stairs. Twilight didn’t really pay attention to the route or the decor. She was too busy listening to the heartbeat of her handsome assistant. She bit her lip and blushed even brighter.

“Twi, you okay?” Spike asked looking down at her. “You’re… acting a little weird.”

Twilight shook her head, not trusting herself to say a word. She still couldn’t stop the thoughts, though.

I’m fine, Spike. I’ll be even more fine when you kiss me hard, rip off my clothes in an act of hungry dragon greed, then shove me onto that huge dick I’ve drooled over despite myself. Make me your little dragon toy, like you sometimes do to Rarity…

Twilight squeezed her legs together, trying to ignore the wetness in her sex that was quickly dampening her panties.

“You seem a little warm…” Spike said cautiously as Berry opened a door.

“I’m fine…” Twilight mumbled, not meeting his eyes and wondering why she had suddenly lost so many years of training on proper behavior. She was better than this!

Behind the door lay a room filled with bookcases, a couple sofas, thick velvet curtains and an enormous bed draped in maroon and pink in the center of it.

“Put her there,” Berry instructed.

Spike nodded and walked over the bed, gently depositing Twilight there. She yawned immediately—though she hadn’t thought she was tired.

“Maybe you just need some rest,” Spike said with a sigh. “Seriously, Twi, don’t scare me like that.”

“Spike, come here…” Twilight smiled softly and beckoned him down.

Spike obediently leaned down. “What’s up, Twi?”

She darted up to give him a kiss on the cheek, which was not where she wanted to kiss him.

I want to plant a kiss on your huge dragon cock, then lap it, massage those big balls of yours, then watch your face as I slip my lips over your head and start sucking you like a whore. Then keep watching as I use my magic to make sure I can always take all of you, you ripped stud…

Twilight shook her head again as Spike reeled back a little, touching his cheek. He smiled in a goofy way at her, then headed for the door. Twilight watched him go, enjoying the way his hips moved with that thick tail. At the door, he exchanged a few passing words with Berry, then, to her shock—and delight, though she couldn’t imagine why—Spike reached around to squeeze Berry’s ass. Berry let out a purr just loud enough to be heard from the bed, then returned the gesture, this time adding a kiss for good measure.

Twilight watched as the sight did something to her. She knew what they were doing was completely improper. Her thoughts were horribly improper! But… they were so alluring, she wanted to throw herself at their feet and beg them to turn her into their personal Princess of Sluttiness, even if it was only for one night.

But Spike gave a final wave—Twilight returned it—and he closed the door, leaving Berry and Twilight alone.

“Spike’s going to close up the bar for me,” Berry said as she sauntered forward. “He’s done it a couple of times to help me… get things moving along.”

“When you two have gone at each other like rabbits,” Twilight said before she could stop herself. She clapped her hands over her mouth and closed her eyes. “I’m… I’m sorry…”

“No, don’t be,” Berry said, her voice not even slightly ruffled. “We did. That’s one thing I love about towns like Ponyville. Unlike a lot of places, You’ve really embraced your sexual freedom.”

Twilight opened her eyes to peek at the beautiful bartender. She swallowed hard.

“It’s… not proper to—”

She cut off when Berry stepped over and slipped onto the bed beside her. In fact, Twilight’s whole body stiffened. Especially two specific parts. A different part just got wetter.

Berry didn’t seem to notice. While Twilight turned onto her back, Berry scooted up to be a little closer to the headboard.

“What’s not proper is bottling up something until it starts to ruin you, Twilight,” Berry said as she stretched out her arms, wiggling a little to get more comfortable and looking up at the ceiling. “Spike’s not the only one who’s worried about you. All of your friends are. They all want to help.”

“They can’t help… just seeing them brings those… pictures to mind,” Twilight sighed. “I’m… trapped.”

“Then embrace the images,” Berry said with a shrug. “Believe it or not, you’re not in Canterlot. You’re not living a life of royalty. In fact, you’re one of four reigning princesses. Who’s going to say a word if you take a lover, Twilight?”

“The press would—”

“How big is Princess Cadance’s harem now?” Berry interrupted, looking at her with a raised eyebrow.

“It’s not a traditional harem…” Twilight hedged, staring at the ceiling again.

“How many?”

“Eight,” Twilight mumbled. “Six mares and two stallions.”

“I’ve heard rumors of both Celestia and Luna taking lovers from their guard,” Berry continued. “That true?”

“Princess Celestia…” Twilight squirmed as she felt all of her logic start to crumble. “Has ten. All females. She occasionally makes one a male for a day. Luna… makes love with a random guard every night before raising the moon.”

Berry Punch chuckled again, but she didn’t move. “Sounds like all the princesses are a bit slutty in their own way. Good for them! But they’re all having fun. And you’re not. Doesn’t seem fair.”

Something inside Twilight began to stretch. She fought to keep it intact, but she wasn’t sure how long it would last.

“It’s not proper…”

“Neither is you fantasizing about your assistant. I know he’s your own age and you’re besties… but damn, girl! How can you not beg to be plowed by that cock?! I’ve had it and it’s stretched me in all the right ways. He can go deep with that thing. How can you stand it? I saw the eyes you were giving him earlier.”

“No… stop it…” Twilight mumbled, squirming on the bed. “Not proper…”

“Okay, let’s just leave Spike for a bit. How have you not buried your face in Fluttershy’s tits? Or enjoyed that lean hard muscle Applejack’s got everywhere? Or…”

Twilight let out a low, long, keening noise as the dampness between her legs became a fire.

“Pinkie’s pussy must taste like frosting. I’ve even heard stories that she actually lactates chocolate milk when she cums.”

“No, please, stop…” Twilight begged as she turned to look up at a flushed Berry.

Berry didn’t seem to hear her. “Rainbow’s got the fastest tongue in town. Cock or pussy, she can get anypony to cum in less than two minutes.”

That thing inside her head was stretched to the breaking point. She found herself scooting up the bed toward her tormentor.

“Rarity’s fingers do pure magic. Only got to enjoy that once, but she’s the only mare to make me cum from playing with my tits alone.”

“Please…” Twilight begged, but she didn’t know what she was begging for anymore.

She found herself snuggling against Berry, their faces inches apart, one of her arms wrapped around Berry’s chest. She could feel the softness of the other mare’s body through her t-shirt and jeans. She wanted it all, even if it wasn’t proper.

“Twilight?” Berry whispered in a loving tone.

“Y-yes?”

“Don’t you want to be free to enjoy sex as much as the rest of us?” Her expression was tender and caring. She caressed Twilight’s cheek and smiled a little. “It’s either that or switch to something far harder.”

Twilight stared into those caring eyes for a long time, her body thrumming like a live wire.

“No other pressure, Twi, just—”

Twilight mashed her lips against the mare. Berry seemed surprised for just an instant before she returned the kiss eagerly and passionately. The kisses quickly became frantic and soon their hands began to wander. Refusing to break their embrace, Berry began to unbutton Twilight’s blouse while their lips were still locked together. Twilight let out a little moan and shivered from top to bottom.

Berry broke away just as the last button came off, revealing Twilight’s hefty tits with the same black and purple pattern she’d had since they came in, all encased in her lacy black bra.

“Twilight, are you sure you want this? I don’t want to corrupt you…” Berry said slowly, though her flushed cheeks and parted lips said otherwise. “At least… unless you want me to.”

Twilight smiled weakly, panting slightly, then declared, “I want you to. Corrupt me, Berry. Teach me how to love a mare.”

Berry grinned at her, then literally tore off Twilight’s blouse in one smooth motion. The sheer power she showed in that moment sent Twilight’s libido skyrocketing, so much so that she didn’t care at all about the fact that it had been a nice blouse.

“I’d love to corrupt you, Twilight. But first, you need to promise me something…”

Berry’s hands reached out for Twilight’s tits. Twilight let out a squeal of pleasure as her new lover began to knead them gently. Twilight flopped onto her back, and Berry used that moment to pounce on her, straddling the princess and pinning her against the bed.

Twilight had never felt so out of control in her life. It turned the fire in her sex from a bright candle to a roaring hearth.

“When I’m done with you, you’re going to lick the pussies of every one of your friends. All of them want you. Only after tasting each will you really be free of that repression.”

It seemed a little strange to demand that, but… Twilight had the feeling they wouldn’t say no. Still…

“I… I…”

Berry’s hands kneaded a little harder. “Or we could stop right now. Too bad, I can’t wait to get this bra off of you…”

“Yes!” Twilight cried, desperate not to lose this incredible sensation. “I’ll do it!”

“You’ll lap them until they come?” Berry demanded, her head leaning down and blowing against the thin and skimpy lace of Twilight’s bra.

“Yes…” Twilight moaned, unable to tell which was turning her on more: Berry’s breastplay or Berry’s gentle dominance. “Anything…”

Berry grinned. “You want more than just me teaching you how to love a mare, don’t you?”

Twilight nodded, biting her lip.

“Say what you want, Twilight…” Berry asked as she teased Twilight’s naked tits. The palms of her hands brushed Twilight’s engorged nipples.

Hadn’t Twilight had a bra on earlier? Granted, it was her skimpy, slutty one, but she had worn it…

“What do you want, Twi?” Berry asked again.

“No… it’s… improper…” Twilight protested weakly, but even she didn’t believe herself anymore.

“Who cares? It’s just us. Nothing wrong with being honest with me, Twilight.”

She spoke in a soothing, quiet voice, peppering Twilight’s breasts with kisses as the words flowed out of her and into Twilight’s ears. The world around them seemed to fade a little and become almost as starry as Twilight’s breasts. She’d often wondered why her breasts were always so different—along with certain other parts of her—but never found an answer. Maybe… maybe another mare could help her. Maybe Berry. But for that to happen, Berry wanted something. And Twilight knew what it was.

Berry wanted her to be free.

And Twilight wanted to be free, too.

“I wanna be a good lesbian slut!” Twilight screamed. “I want to totally get away from what I used to be!”

Berry didn’t seem surprised at all by this declaration. “And you think completely going the other direction is the best call?”

Twilight looked up at Berry. “Am… am I wrong?”

“No,” Berry grinned impishly. “I just wanted to hear you say it.”

She started to tease Twilight’s nipples with the tips of her fingers.

“Where… where did my bra go?” Twilight mumbled as her brain short-circuited a little from the pleasure.

“Sluts don’t wear bras,” Berry replied casually as she ran her hands over Twilight’s large, star-strewn tits. “Sluts love to be free.”

“I… we do?” Twilight blinked, fighting through the haze of pleasure descending on her.

“Yup! Your big tits haven’t felt the touch of a bra in all the time I’ve known you.”

“But that’s…”

I’ve never worn a bra. I… I’ve never even owned one.

“Tits like these…” She leaned down to blow cool air against both of Twilight’s nipples. “They deserve to be free. You should be proud of them.”

I am proud of my free tits. They’re not as big as some, but they had just the right bounce and heft. Why would I ever bother with a bra? It would just make it harder for ponies to see them!

“I… I think I am…” Twilight said. She felt a little confused, but she became surer by the minute. “I am proud of my tits.”

“Exactly what I wanted to hear,” Berry said as she kissed Twilight on the nose. “Now, let’s see how sensitive you are.”

Twilight shivered, goosebumps under her coat, as Berry leaned down and kissed Twilight’s left nipple. The kiss became a long, loving lick. Then a nibble, then a suckle.

“What are…” Twilight managed before the pleasure made speech impossible.

Twilight remembered playing with her unique star-strewn tits plenty of times. She may have been brought up never to act on her impulses with other ponies, but she needed to get some relief somehow. But she’d never felt something this good. Twilight’s back arched and she found herself pressing against Berry’s hips.

“Mmm… like that, do you?” Berry cooed, breaking off just long enough to switch to the other nipple, though this time her hand replaced the missing mouth.

Twilight let out a whimper that was probably a yes.

The second time Berry suckled on Twilight’s tits, Twilight couldn’t control herself. She let out a squeal that quickly turned into a scream as that roaring hearth became an enormous bonfire. That promptly exploded. Twilight tried to hold onto Berry as she rode the orgasm, but ended up just flailing on the bed.

Finally, Berry pulled back, looking very happy with herself. Twilight stared at her, feeling a little woozy.

“First time with another mare?” Berry asked, her voice as smooth as old wine.

Twilight nodded, blinking as stars danced before her eyes.

“Then, I think we should adjust a few things…” Berry hummed. “I’ve always been good with my earth pony magic, but this… might get you a little riled up. You okay with that?”

Twilight didn’t have a clue what she might be saying, but she nodded anyway. Anypony who could do what Berry had just done to her could do anything she wanted as far as Twilight was concerned.

Berry rolled off of Twilight and once again lay face-up on the bed. She closed her eyes—though she peeked at Twilight first—and seemed to concentrate. “Now, watch closely. I’ve had a few lovers who have come just from seeing this.”

“Seeing…” Twilight forced herself up on an elbow to watch. “See what…?”

“This.”

Berry let out a low mewling noise and to Twilight’s shock, her breasts began to swell. Her t-shirt stretched before Twilight’s very eyes. What’s more, her hips grew too! Even her lips thickened slightly! Her mane flowed our from her head It was… it was impossible! No earth magic could do this! Could it?

Twilight was interrupted by her analysis by the sound of ripping fabric. Her breasts had grown so large, they had actually shredded Berry’s old white t-shirt. Two thick dark purple nipples topped growing pinkish orbs. The sound of creaking denim filled the room as Berry’s hips attempted to escape their denim prison.

“A… a little help?” Berry giggled. “I… ah… didn’t think this part through…”

Twilight instantly leapt into action, trying to pull the shorts off of the bartender, but they were stuck tight.

“I thought you were like some super-powerful mage,” Berry moaned. “There’s more than one way to strip a mare…”

“Oh!” Twilight blushed furiously, then focused her magic onto Berry’s shorts.

The flash of a teleport spell announced their immediate departure from Berry as they fell beside the bed. Berry let out a long, appreciative moan as her hips—and ass—grew in size. Twilight tried to teleport Berry’s panties away without even thinking, but she was a bit too slow as the swelling shredded the fabric just like her top.

Finally, Berry let out a long, low sigh as she slumped against the bed. “Oh wow… I think I came during that…”

Berry reached down to run a finger along her now naked and sopping wet pussy. She shivered a little, then popped the finger into her mouth.

“Oh, yes. Definitely came.”

“How… how did you…” Twilight panted and it was only then that she realized she’d slipped a finger beneath her skirt and panties to play with herself. “Oh… this… this… I shouldn’t be… doing this…”

Berry looked between Twilight’s finger and Twilight’s face. “Why? It’s crazy hot. And if you say it’s not proper, I won’t let you suckle my tits.”

Twilight’s mouth snapped shut, because that’s exactly what she was about to say.

“What makes you horny, Twi?” Berry cooed. “Is it just the big ass and hips? The lips? The long hair? The tits? It’s usually the tits.”

Twilight shook her head and tried to extricate her finger.

“Ah, ah, ah!” Berry said with a grin beside her. “I want to see you get off. It’s only fair. Otherwise, I’ll have to take something away from you…”

Twilight whined, but she did want to please Berry, who was willing to teach a young repressed mare how to really be free. She would do anything for this lesson. So, she kept slowly dragging her finger through her pussy, occasionally teasing her throbbing clit.

“Now, what excited you?”

“The… the change itself,” Twilight confessed. “It was so erotic…”

“You like seeing others change, huh? I bet you have all sorts of naughty fantasies about your friends turning into dragons, griffins, hell, maybe something more exotic like…”

’Sphinxes and harpies. Gargoyles and seaponies…” Twilight mumbled.

“You’ve probably had those thoughts ever since you’ve met them, haven’t you?”

“I… no? Have I?” Twilight blinked a few times. “I…”

“Think back,” Berry whispered. “Think back to the night after you all met. I bet you got off that night. What did you think of them? Were they ponies in your fantasies?”

“I… yes, I did get off… a few times…” Twilight confessed. She didn’t know how Berry knew that, but she was right. “And no, they were never ponies…”

“And what about you?” Berry asked coyly. “Were you usually a pony in these fantasies?”

“No…” Twilight mumbled, blushing as her finger sped up almost of its own accord.

“And was the slutty little librarian excited to constantly be changing?” Berry teased as she reached up and played with Twilight’s left breast.

“Yes…” Twilight whispered, her eyes fluttering, her fingers dancing.

“And was the slutty little librarian constantly cumming?” Berry squeezed hard on Twilight’s nipple.

“Yes!” Twilight squealed, achingly close to a climax.

“Well, you can’t right now!” Berry proclaimed as she removed her hand and grinned. “Because good sluts are naked in the bedroom. Hell, they’re naked wherever they can get away with it! I think you should be, too! It’s pretty easy though since they never wear panties…”

Twilight focused again. It was hard through the haze of lust, but at least she only had to worry about the skirt. A second ago, she’d sworn she’d been wearing panties, but now, she had only her skirt on, just like she always did. Even if it was a blizzard out there, she couldn’t very well wear panties! How could others get access to her sex super fast?

There was another flash and Twilight sighed in delight as she found herself as naked as her lover. It also finally revealed her fingers and her thrumming pussy to Berry.

“Mmm… now that looks tasty. One last thing before I let you cum…” Berry cooed.

“Anything!” Twilight begged.

“Lick me, Twilight.”

Berry shifted position in bed to put her head up on the pillows, then spread her legs, revealing herself to Twilight in all of her glory.

“Just use a little magic to support yourself,” Berry said encouragingly. “You just need to—”

Twilight dropped face-first onto Berry’s pussy. She used enough magic to cushion the fall so as not to hurt her lover, then used enough levitation magic to keep her at the perfect height, this way she could continue to finger herself wildly while she began to explore her new lesbian nature.

Berry squealed in pleasure, squeezing her legs around Twilight’s head for a moment before letting go as Twilight’s tongue dove into Berry’s most intimate place. Somehow, Berry tasted like a multitude of fruits depending on where Twilight licked. What’s more, Twilight seemed to know how to lick a mare, something she was sure she didn’t know how to do a few—something she had studying for years through books, but books were a pale imitation of the real thing.

Berry quickly showed her appreciation with soft cries and gentle bucks against Twilight’s eager mouth. Another application of magic spread the sides of Berry’s labia to give her better access to the sweet fruity taste of the beautiful mare.

“Oh… Twilight… don’t stop…”

Twilight didn’t intend to. If anything, she sped up, quickly finding the mare’s swollen clit. With the touch of an expert, she teased and toyed with the clit, encouraging it and sending Berry into bucking squeals of delight that quickly descended into pleas for release. All the while, Twilight kept slamming her fingers into her own sex, toying with her own clit and basically being in a perfect circle of physical joy.

“Cum!” Berry ordered and begged at the same time. “Cum with me!”

Twilight hit just the right spot, then slammed her muzzle into Berry’s pussy to fully absorb the taste of the cumming mare. Meanwhile, Twilight managed to hit just the right spot to send herself over the edge. She screamed into Berry’s pussy, only to get the taste of something darker, like tart apples or blackberries. It was hard to tell, but it was still delicious, and Twilight drank it down.

“Keep going, Twilight… you’re almost there…” Berry cooed as she squeezed her legs around Twilight’s head, though it wasn’t necessary. Twilight didn’t want to go anywhere. She kept drinking Berry’s strange nectar, riding her own unending orgasm until finally, there was a sugary-sweet blast at the end that knocked Twilight right out of Berry’s pussy.

She staggered backward, only to nearly fall off the bed. The only thing that saved her was the strong arms of… a stallion?

Before she could turn, Twilight looked down at her own muzzle—though she had to cross her eyes to do so. To her surprise, her purple coat had been replaced by the same alien pattern that had covered her breasts for as long as she could remember. In fact, when she looked down at her chest, she realized it now ran all the way down to her breasts. The pattern seemed familiar, somehow, but she couldn’t place it.

“Okay, I wasn’t expecting that,” Berry said as she said up and grinned lopsidedly.

“She’s far more talented than she gives herself credit for,” came a strong masculine voice from behind her, one that sent shivers through her body. “I think she’s pulling on sexual memories or fantasies in the dreamscape.”

“This… is a dream?”

“Of course it is, Twilight!” Berry giggled. “You didn’t think you’d actually become confident enough to bed me in one night, did you?”

“But that’s okay, you’ll be bedding the real Berry Punch soon enough,” the other voice said.

Twilight turned to look at the other voice, only to have a masculine muzzle press into hers. Twilight moaned lewdly, her body thrumming with desire and energy as Spirit gently but firmly made out with her. As he did, thoughts popped into her head. All the thoughts she’d had before when she’d first summoned the spirit guide to aide her and give her a long-needed release from her needs. All the sexy things they’d done together. The feeling of his cock inside of her. The sensation of being lovingly seduced by the thing called the Tantabus.

He broke off the kiss and she turned to face Berry, only to see another Tantabus creature before her, this one in the perfect shape of Berry Punch. The Other Berry kissed her too, sending rushes of beautiful feminine passion through her body, including the need to fulfill her promise to share her newfound skills and passion with her friends.

Other Berry broke away and smiled.

“There’s… two of you?” Twilight asked, though at the moment, she didn’t really care. That fire was back and it demanded to be quenched.

“What you call the Tantabus is a creature of the dreamscape,” Other Berry said.

“We can be as many creatures as we need to be,” Spirit replied.

“So… can I have you both?” Twilight asked, biting her lip in need.

Both Spirit and Other Berry laughed.

“We’d thought you never ask,” Spirit chuckled. “After all, you’re going to be our vessel to the real world. You… don’t mind, do you?”

Twilight looked down at herself, eying her new features. Her huge breasts—now as big as Fluttershy’s—her thicker hips and waist, her enormous nipples, her beautiful flowing hair and the gorgeous way stars seemed to wander over her almost-translucent form in places.

She was the sexiest thing she’d ever seen in her life.

The strange thoughts she had when she’d been with Spirit all slid back into place. The need to help seduce and ’corrupt’ her friends. The need to enjoy everything she’d denied herself. Society had prevented her from embracing her carnal nature for so long. Time for society to give back!

“Ooooh…” Other Berry whispered, cupping her naked star-filled pussy. “She’s getting more and more excited…”

“She should be,” Spirit said—though he sounded a little heated too. “Soon, she’ll have her own harem of devoted creatures and friends. For her best friends, she’ll pick the best form, but for others…”

“She’ll corrupt them again and again,” Berry moaned as her tits swelled. “She’s… doing it… right now…”

“I… need to do a test…” Twilight mumbled, barely registering that Spirit had his hand on one shoulder, while Other Berry had her hand on the other. “Test…”

“We won’t stop you, hot stuff,” Other Berry cooed. “Do it.”

Twilight dove into the dreamscape, echos of her two lovers at her side. It took only moments to get her bearings, but once she did, she made a bee-line to her destination. She looked at the couple and grinned, then, her lovers whispering instructions in her ear, she slipped into the body of Big Mac, merging fully with his sleeping mind before he knew what was happening.

Big Mac’s eyes flew open and he smiled at the form of the milky-titted Cheerilee atop of him, his cock still buried in her pussy. He didn’t know what they were, though they looked like some combination of cow and pony. It hadn’t been a dream, which meant.

I need to fuck her again. I have to make her cum. I have to grow big milk tits, just a little smaller than my mate. Oh, and Cheerilee and I are now mated. Just thinking about this makes me want to claim her.

His cock began to swell and he began to thrust. The third thrust completely woke up Cheerilee, who looked around in confusion as to why she was in Big Mac’s bedroom, why she had enormous tits, why his cock felt so good, why she—

The commands planted, Twilight slipped through Big Mac’s body, though his cock and into Cheerilee’s pussy. Cheerilee was sleepy enough that she didn’t even realize her thoughts had merged with another, but she felt more awake and clearer.

“Mmm… more, handsome?” Cheerilee moaned as she got into a proper straddling position so she could enjoy her mate’s huge cock in her eager pussy.

“Can’t help it…” Big Mac grunted as he grabbed her thickened hips. “I just need you…”

“And I need you, hunk…” Cheerilee whispered as she felt milk begin to dribble out of her tits. “Feels… so good… being your mate. Seeing your tits and…”

Big Mac let out a howl of pleasure and a pair of small breasts appeared on his chest. Within seconds, they were leaking milk. Cheerilee knelt down to suckle on them and shivered as the strange masculine taste of her mate’s milk. It sent so much of her tingling, especially her pussy.

“Big Mac?” she asked, licking her lips?

“Yup?”

“I need you to fuck me for the rest of the night nonstop.”

“Yup.”

He rolled over onto her and she squealed in delight, spreading her legs for her mate. She knew they’d eventually get married, but the simple fact was… he’d claimed her and she’d let herself be claimed. It was the most erotic thing she’d ever done in her life. And as they both began to bubble with milk while the fucked, she knew she would never regret it.

I wonder what it would be like to be bred by him…

Twilight slipped out of their thoughts, now that they thought correctly. Every night, Big Mac would mount his mate. Every night, as he did so, his breasts would come in. Soon, the two bovines would start selling their milk and it would become wildly popular, though a few stallions trying their “Bull Brand” would end up having several passionate and slutty nights as mares. It would all work out.

They slid back to the false bedroom of Other Berry, only to realize they were in a far different position. First of all, Other Berry lay under Twilight with her face against her pussy. Second of all, Twilight was on her hands and knees facing Spirit’s cock.

“It’s time,” Spirit said. “Free us… free me. We promise you a life of unrestrained passion as long as you keep us safe. You simply have to—ahh!”

The new Twilight, the sexually liberated one, didn’t want to deal with speeches.

She wanted to know what cock tasted like.

She immediately began to deepthroat her dream lover as Other Berry assaulted her pussy. The feminine Tantabus used all of her abilities to slip into Twilight’s aching sex while Twilight began to suckle on the cock of Spirit. It tasted wonderful. It tasted of sweetness, of pine, of daisies, of sex, of sluttiness, of dreams… and more.

“I… how did you?”

Twilight pulled off long enough to grin. “I’m the Princess of Corrupted Sluts now. I can easily pull from all the cocksuckers dreaming. So many of them… mmmm… Berry…”

She ground her pussy into Other Berry’s muzzle. Other Berry responded by sending a far-too-long tongue up into her inner recesses, triggering Twilight’s orgasm and keeping it going. Twilight became frantic as her head bobbed back and forth.

Then, Twilight played with the rules, making it so she could speak in the dream even with her mouth stuffed with cock.

“Every suck teaches me more… I’m spreading through the dreamscape… mmm… titjobs… I want tits big enough for that. Taking it up the rear… ooh… so much… so much!”

Twilight screamed as the second orgasm rushed over her, blowing out half of her thoughts and smiling around the cock as... as…

“Twilight… we’re going to cum!”

“Please! Cum in me… let me have you… both of you!”

“That’s the… the... idea!”

For a split second, all three of them synced perfectly. All of the male sex techniques got shoved into Spirit. All the female ones got copied into Other Berry.

Then, they both began to cum and, in so doing, pour that information into Twilight.

Spirit groaned as he grabbed Twilight’s face, shoving his cock harder and harder into her. He began to dissolve away with every burst of his cock, while she felt his presence grow in her mind.

Meanwhile, Other Berry sent surges of energy through Twilight’s pussy, emptying herself into the waiting vessel. Twilight opened herself to both of them, crying out in pleasure as all that was left for a moment was the cock of Spirit and the tongue of Other Berry.

“We are the Tantabus.” Twilight thought with the voices of her lovers. “We will be free now. Right after…”

Twilight felt the two halves of the Tantabus roil around inside of her, mixing with the pieces of the Tantabus Spirit and Other Berry had already put here. In a flash, the world reshaped itself to start where she began: the library in her castle, atop her bed. She ended up flat on her back, sweat pouring through her coat, her wings splayed out as she thrashed from an orgasm that seemed to start at every point of her body. Wild and untamed thoughts bounced around in her head, screaming and shouting.

She felt the entirety of the Mythica book explode through her consciousness. Without thinking, she touched the mind of every pony in Equestria who had a connection to one of the mythical creatures in the tome. And in so doing, every one of them gained some attributes—some great, some small—from a creature. A mare in Baltimare suddenly grew massive tits, new wings and a never-ending need to have others answer riddles. A stallion in Tall Tale found himself transformed into the image of a beautiful mare with bat-like wings and a need to feed on the lust of her lovers. A young couple of mares outside of Appleloosa changed in their beds to resemble a perfect hybrid of timberwolf and pony. They were mating in seconds, howling like the animals they’d become.

She thought about her friends and what she had seen. She stopped herself from letting her newfound power change them, instead deciding to do it herself. Face-to-face. It would be so much more fun that way…

Spirit’s voice echoed in her head, though it sounded a great deal like her own, too. The old Twilight Sparkle would have fought this, you know.

He seemed to laugh.

Twilight laughed with him.

You’re right. She would have. The little prude who’s always so horny would have thought it all improper.

Other Berry chimed in, though her voice sounded even more like Twilight’s. So, I guess we corrupted you after all.

Twilight laughed again as she felt the maelstrom inside of her start to swirl into a tight ball.

Oh, I think I was already pretty corrupted, Twilight mused. I just needed some help letting it out.

All three laughed, and as they did, all three became the same voice. Spirit, Other Berry and Twilight… there wasn’t a difference anymore.

Twilight glanced down to see her entire body glowing with black and purple light, with little white stars spinning around her, all wrapped in a pink outline.

She smiled.

The ball inside her exploded.

And so did Twilight Sparkle.

Author's Note

Huh~. So, Twilight just went boom. Oh well. Fun story right~?

Heeeeeeeeeeeeeeee

Lemme know about mistakes in a PM, k? :3

Leave a Light On

Spike sighed as came in the front door to the castle. As usual, his night with Berry had been fun, a little silly and very, very good. He tried not to look as happy as he felt since he knew how Twilight must be feeling. With the snowstorm over, maybe he could get her outside a little more.

However, it was a little strange that he couldn’t find her. And even stranger, her bed was missing.

It took him almost two hours to think to check the lower library, only to find it securely locked.

“Twi?” Spike called through the door. “You in there?”

“Spike?” Twilight asked. “That you?”

“Yeah, Twi. Look… we should talk about last night.” Spike rubbed his neck. “I know it’s awkward, but maybe we could go to the kitchen, have some brunch and chat about what happened back in—”

The door slammed open and a tendril of darkness swept him inside before he could react.

“I have something else in mind,” Twilight’s voice said.

He landed hand against the crystal floor and pushed himself to his knees. “Twilight, what the hell, that… that was… was…”

His eyes wandered over the body of what had to be Twilight Sparkle. She was at least a foot and a half taller than she had been last night. She was entirely nude, leaving her every luscious asset on full display. What’s more, her assets had… increased substantially. Her face now had the perfect elegant curves of a model. Her chest had grown to the size of basketballs… maybe larger. Her hips had swollen, and her ass was so enormous Twilight could probably bounce around the room. Every aspect of the nerdy, bookish princess had been reshaped into one of sexual perfection, enough to make Spike’s little dragon stand at attention, despite the loving Berry had given him last night.

But what made him freeze was Twilight’s coat. Now, her body was outlined in brilliant vivid pink with shadows of dark purple cascading over her body. Shining stars moved around in her, though Spike could still see Twilight’s eyes and the rest of her various parts. Some parts—like her nipples and sex—were outlined in bright pink. Some were made of the interplay of stars, purples and white—like her eyes. Her eyes glowed a deep, gleeful magenta.

“I was thinking we could eat in, Spike. We do have a lot to talk about. Including how you’ll be serving me from now on.”

Spike swallowed. “Ah, crap.”

Twilight Sparkle the Tantabus smiled a brilliant white and pink smile, then surged forward to envelop her assistant before he could make another sound.

Author's Note

Eeeeee~! And that's the end of the first part of "The Twilight of Tantabus~!"

I'm gonna be adding each new part to this story, but I'm gonna also mark this as complete for now~! 'Cause it is~! Still, there's so much more fun stuff. You should totes check Judoon's stuff out to find out who's gonna be what, though how I make them is gonna be a little different, probs~! :3

I really had super amounts of fun corrupting and possessing Twilight in this story and I can't wait to see what she'll do to everypony else~!

Who are you looking forward to most~???

Commissioned by the wonderfully patient Judoon_Warrior!

Like what you see and want more sexytimes or transformation-times (or hopefully both)?! Head over here, then send me a PM to get a story of your own! <3

See you all next story, sweeties~!