Gleaming Shield sat nervously in the seat, her mind conjuring idea after idea only to end up without a single one worth even attempting. She was obviously not strong enough to break out of the solid steel bands which securely locked her wrists and ankles in place. The anti magic field was also quite powerful and the guard quickly realized there was nothing left to do but resist whatever mental tampering they would attempt.

That and hope to whatever god was listening that she would eventually get her revenge on both the thief and her boss. That was a concern for later though, right now she just had to hope that the machines wouldn't be able to remove her armor. If she was lucky she may even be able to grab her dagger from her belt if they ever tried, which would certainly help.

Rather than try to strip her, a pair of hands emerged from the ceiling, holding what looked like a bulky headset of some kind. It was much larger than any Gleaming had ever seen before though, as it would cover both her eyes, ears, and had a rather unpleasant strap on the back. The hands slowly lowered towards Gleaming Shield’s head and just when they were about to set the headset over her, the guard twisted her neck as hard as possible.

The machines retreated, and Gleaming Shield smirked at her petty victory, only to gulp when four more hands emerged from the ceiling. Two reached down and took hold of the bottom of her neck, holding her tightly but not painfully while the other two grabbed her neck and lower jaw. When next the hands lowered, Gleaming Shield could do little but grunt angrily as the headset was forcibly put over her eyes.

Initially everything was black, and she could hear nothing, but after a moment the room reappeared. Confused, Gleaming Shield looked around, only for the image to flicker and the weird room to be replaced by another pony, only this one wasn't quite as modified as Rainbow Dash. She wore the same outfit, and had the same infectious smile, but other than that she looked normal for the most part.

A pair of wings sprouted from her back, golden hair cascaded down her shoulders, and her sking was a light grey. On her flanks were two bunches of bubbles, and her golden eyes each looked in a much different direction. Though the wall eyed look was a little off putting at first, Gleaming Shield had to admit that the woman was quite beautiful.

“This is Derpy,” announced a voice in Gleaming Shield’s ears. “She wants to be a good girl just like you.”

The wall eyed woman nodded, and Gleaming Shield grumbled under her breath.

“But to that she has to be made better, like how you must be made better,” announced the voice. “Please watch and learn.”

“You say that like I have a choice in the matter,” Gleaming Shield exclaimed in a bitter tone.

A naked male stepped into frame a second later, his cock already hard, while the rest of his body was shrouded in darkness. Immediately Derpy kneeled before him, opening her mouth as if readying herself to get her face fucked by the random person. A second later and just that began to happen as the other person grabbed Derpy’s head and plunged his cock past her lips.

“See how she kneels before him. This is what a good girl does,” exclaimed the voice in an excited tone of voice.

Gleaming Shield frowned, the mystery speaker’s voice carrying a strange power that almost made the guard believe her words for a split second. Like that will happen. Gleaming Shield thought to herself.

“See how she cups his balls, and no matter how hard or how fast he goes Derpy doesn't complain. This is what a good girl does,” stated the voice which had gained a strange, warbly edge to it.

Gleaming Shield had to stop herself from repeating the last sentance, the guard shaking her head violently. A good girl would tell him to fuck off. She thought to herself.

“See how she swallows every last bit of his cum, and thanks him for the meal? This is what a good girl does,” declared the voice while Derpy did just that, drinking every last bit of his semen before happily thanking him for it.

This is weirdly hot. Gleaming Shield thought only to shake her head again. Got ahold of yourself Gleaming this isn't hot. This is wrong.

“See how she prepares herself for multiple partners without pause or complaint. This is what a good girl does,” announced the voice as Derpy walked over to a bed, where she sprawled out on her back, her head hanging over the side.

A second later two more males appeared, one of whom immediately began to fuck the poor woman’s throat while the other rammed himself into the pegasus’ pussy. Neither man gave Derpy a word of warning before burying themselves in her, filling two of her holes with thick man meat. They didn't even give her a second to adjust before starting to slam inside of her, repeatedly pounding the woman’s mouth and pussy with an almost violent intensity.

Gleaming Shield was shocked, and for a moment she was envious before pressing her eyes shut. This is not happening, this is not happening. She repeated.

“Please open your eyes, or else I will be forced to hold them open,” stated the female voice in a calm but firm tone.

The guard opened her eyes a second later, not wanting to know what manner of torture would be waiting for her if she refused. Only to find that not only was Derpy now getting railed by a third partner, but Gleaming Shield could also hear her. The choked gasps, and wet slap of bodies mixed with the woman’s almost manic moaning was bizarrely hypnotizing and Gleaming Shield found as though she couldn't look away.

“See how she takes man after man, always ready to be fucked. This is what a good girl does,” exclaimed the voice as Derpy was filled with another load, only to have that partner switched out for another.

Each one was as shadowy as the last, with only small differences in overall silhouette allowing Gleaming Shield to know they were in fact different people. So transfixed was the woman that she almost didn't notice when a pair of hands began to unbuckle her breastplate. She tried to squirm and make things more difficult for the mechanical limbs, but they deftly managed to remove the armor anyway.

They returned a moment later and Gleaming Shield pressed her back as firmly as possible against the chair, trying to stop the removal of her clothing. That didn't stop the arms though, and Gleaming Shield felt her shirt get cut right off her body, leaving her with nothing more than a bra. It was a black, frilly thing she had gotten during her and Cadance’s last outing, and Gleaming was partially relieved, partially enraged when it was removed without being ruined.

Yet she couldn't even focus on that bit of anger for long as Derpy was now not only getting fucked by three males but she was also jacking off two others. A second later and sixth male sat on her chest and began to titfuck the woman, who moaned ever louder, as if she was happy about this change. The voice returned again, but Gleaming Shield hardly even heard the words or noticed as the guard’s boots and pants were taken off of her.

“How can she take so many at once?” Gleaming Shield muttered aloud, her natural curiosity briefly overwhelming her disgust.

She only grew even more confused when the man in her mouth began to pull back and start orgasming. He was joined by the two she had been jacking off a second later, all three men pushing the heads of their cock into Derpy’s mouth and making her drink their seed. Those three were replaced by more shadowed men the second they finished, the pegasus easily shifting her focus to the newcomers.

Gleaming Shield was startled out of her reverie when she felt something prick both of her thighs, in multiple places. She did her best to resist, but the guard found herself unable to, as she simply didn't have the strength anymore. Not only that but she couldn't look away from the sight of Derpy getting railed as the pegasus’ legs were beginning to change.

Her thighs grew, swelling to the point that they looked like Rainbow Dash’s, large but clearly artificial. It took a moment for Gleaming Shield to realize what was happening, but the second the stinging sensation was gone, she noticed that her own body had been altered. Slowly but surely her proportions were being altered, and already she felt her slim physique begin to melt away.

She tried to yell, or squirm but her body was strangely distant, and a second later several more needles poke her firm bottom. Immediately they began to pump her full of more silicone, growing her butt and molding it into a shape more befitting a porn star than a guard. At the same time that was happening the rest of her legs were being molded to fit the larger, more visually appealing aesthetic.

All while Derpy changed along with Gleaming Shield, her lower half swelling and filling with more of the artificial fat. Within seconds her ass was enormous, and she bounced eagerly on the crotches of two males who lay criss cross beneath her. While riding two cocks at the same time, Derpy continued to suck off a third while giving hand jobs to another two, her partners alternating continually.

Gleaming Shield knew deep down that she looked just like that now, the guard’s old muscles vanishing amidst a sea of silicon. This fact would normally be enough to make her feel more than a little disheartened, but for some reason she couldn't bring herself to be truly angry. She tried to pass it off as merely compartmentalization, but a peice of the woman knew that she was starting to enjoy it.

Firm hands suddenly pressed the woman against the chair a second before several needles poked her chest. Gleaming Shield gulped, and watched closely as Derpy’s breasts began to grow as she knew her own were doing right now. Her once average bust was gone in moments, replaced by a rack that would make even the most well endowed of porn stars blush with envy.

Double d’s were quickly surpassed by e’s, growing until Gleaming Shield wasn't even sure there were bras in such a mammoth size. Yet throughout it all they remained incredibly perky, and were never sore, or painful, her skin and body growing along with them. It felt almost natural in a weird way, as if her boobs werent actually full of silicone but rather just ballooned to that size all on their own.

Focus Gleaming Shield. You don't want this, you don't want any of this! She thought to herself, only for her very thoughts to sound almost hallow in a way.

“See as she becomes the perfect sex doll for anyone who may wish to use her. This is what a good girl does,” stated the voice.

“This is what a good girl does,” muttered Gleaming Shield absently, her bust continuing to swell until it was bigger than even Rainbow Dash’s had been.

Her and Derpy now sported boobs bigger then their entire heads, with nipples that stuck straight out, as if they were proud of their perkiness. The weight on her chest was evidence enough that she now had the same bust size as Derpy did, and Gleaming Shield could feel them jiggling. Nervously, the guard shook her chest from side to side as best as she could, a moan spilling past her lips as she felt her mountain of tit flesh shake.

The needles returned a moment later when they poked Gleaming Shield’s lips, pumping them full of liquid and making them swell. Once more Derpy grew along with Gleaming Shield herself, gaining a pair of lips that were so full and plump that they looked specificly designed to suck dick. At this point her entire body seemed devoted purely sex, with every facet of her body becoming reshaped to better please any potential partners.

When the final needles vanished, Gleaming Shield breathed a sigh of relief, thankful that her body had finally stopped being molded. Only to be surprised when she felt a pair of high heels slip over her feet, while at the same time Derpy had gained the same footwear. A pulse came from the shoes and a second later Gleaming Shield was surprised to feel that her feet felt strange.

“Watch as she wears her high heels all day and night, knowing full well that they are the only thing she will ever be able to wear. This is what a good girl does,” stated the voice.

A small burst of anger temporarily pushed aside all the arousal that had been building deep in Gleaming Shield’s gut. Struggling against her restraints, the guard found that she was utterly incapable of doing so much as anything against the bindings which held her firmly. They were too strong, and she was too weak, too distracted, each word digging into her ears and changing another small part of her.

Gleaming Shield fell slack against the restraints, her enormous chest heaving as she slowly caught her breath. While this happened she watched as Derpy was bent over the railing of what looked like a park, and was now servicing a man in each end. While this happened other people walked by on both sides of the pegasus, some joining the long lines which were steadily growing with each passing second.

When finally the guard was able to gather herself once more, the anger she felt was gone, having been replaced by a tingling arousal which built between her legs. Despite the lingering feeling of contempt, the woman’s crotch was becoming increasingly moist, until she was practically dripping wet. This was due in part to the fact that Derpy was swallowing load after load with ease, her belly becoming noticeably larger from all the cum inside of it.

The guard wondered how much of this bulging was from all the seed that had been stuffed into the pegasus’ womb. She also wondered how it would feel to have her own body stuffed silly with seed, but Gleaming reluctantly pushed that thought of mind. Which was just in time for something slightly wet to suddenly be slapped over her entire crotch with a thwap.

Confused and startled, Gleaming shield felt a pulse of magic wash over her pussy, leaving behind a faint tingling sensation. After a moment it passed, and the wet peice of paper was removed from her body and tossed aside. In the screen Derpy seemed to receive the same treatment, having temporarily stopped the train of cocks in order to get what looked like a temporary tattoo.

Only this one was far more risque then the image of a sword Gleaming Shield had placed on her arm over a decade earlier. This tattoo was a blue stylized heart which wrapped around the woman’s vulva, drawing attention to it and making the woman shudder briefly before getting right back to sucking dick. Though the image itself was simple, Gleaming shield couldn't help but be repulsed and fascinated by the strangely sensual tattoo.

“Watch as she gets new tattoos in order to further mark her as nothing more then a sex object. This is what a good girl does,” stated the voice.

This time Gleaming Shield felt herself say the last line along with the weird voice. Not even noticing this change as she watched Derpy fuck man after man, and growing increasingly jealous with each passing second. Every load that got pumped into the other woman’s body made Gleaming Shield shiver, her pussy spasming needfully.

That wasn't the end of the tattoos however, as Derpy deftly transitioned onto her back, before the woman was strapped into some sort of bed after having a blindfold over her eyes. One that was divided by a hole in the middle, making it truly anonymous as one man fucked her mouth and the other, her pussy. Each one using her body while Derpy herself was unable to move, a male slapping another peice of paper on her belly.

At the same time this happened Gleaming Shield felt the familiar wet sensation come from her own stomach. After another pulse of magic, and a faint tingling sensation, Gleaming Shield noticed that it was a blue arrow. Which in turn pointed down to her crotch, as if serving as advertisement for the fact that her body was little more then a sex object at this point.

The woman shuddered, and was surprised when another paper was placed atop where the first had been a second earlier. Again there was a pulse of magic followed by its removal, revealing that this one was not an image, but rather words and numbers. Which spelt out 100% CUNT on either side of the arrow, telling any potential onlookers exactly where they should stick it.

Sure enough, Derpy gained an identical tattoo at about the same time, the now wingless woman moaning even louder the second it was removed. If Gleaming Shield was being observant she would have noticed that those moans were her own, but the moment was too heated for that. She may have also been able to notice that Derpy now looked almost identical to Gleaming herself, but again, she wasn't able to put that together. It only grew even more heated a moment later when two more pulses of magic emanated from right over her nipples.

Watching closely, Gleaming Shield observed as Derpy’s areolas morphed into a pair of hearts the same blue as her tattoos. Though slightly more uncomfortable then the normal tattoos, Gleaming Shield couldn't help but be turned on even more by this change. Everything felt like a nail in the coffin to her guard career but this particular nail felt extra final, even if Gleaming Shield knew it wasn't over.

“Watch as her body is further marked, allowing any who even glance at her to know that she is just a doll to be fucked and used,” exclaimed the voice.

“This is what a good girl does,” both the voice, and Gleaming Shield whispered aloud.

The guard could slowly feel her mind beginning to slip away, small parts of who she was being rewritten and replaced with something different. Yet she couldn't bring herself to care even as she began to writhe needfully on the chair, her body aching for relief and finding none. All she could focus on was the fact that Derpy was busy getting railed by a bunch of people while Gleaming Shield had no one to please.

That lingering feeling of distaste resting in the pit of her stomach was briefly assuaged when Gleaming felt and saw two more slips of paper press against her legs. These were on either side of thighs, stretching down from her hips, and when they were removed they revealed two new words had been added. FUCKTOY was brinted in a bright blue down her right side while SLUT was printed in the same shade of blue on the other side.

Seeing those words branded forever onto her body made Gleaming Shield briefly wonder if this was worth it like the voice told her it was. That small concern grew until for a single powerful instant, Gleaming Shield was fully aware of what was going on. The restraints had been lifted at some point, allowing Gleaming Shield to stand up awkwardly, her hands going up to the head set.

Though she couldn't remove it completely, Gleaming Shield could at least see herself through the crack in the bottom. What she saw made her heart skip a beat, and for all the things the voice had told her to come rushing back to her. In that moment her fate hung by the tiniest thread, the guard’s future dangling over an endless pit of lust.

Then, just when she was about to walk away, Gleaming Shield looked up to find that she could see her reflection on the screen. Her tits were huge, her entire body altered and shaped to become a sex object that was only useful as a cum dumpster for men to drop their loads into. Yet she felt no rage, no indignation, nor regret or hatred, only a small feeling that something was off.

And then a helpful mechanical arm descended from the ceiling, a skimpy cheerleader outfit held in its white gloved hand. Like the one that both Derpy and Rainbow Dash had been wearing the outfit barely covered anything, leaving her pussy and nipples visible to all. Unlike the others it fit Gleaming Shield’s overall color scheme perfectly, and with practiced ease the guard slipped into her outfit.

“Like, thanks mister hands,” Gleaming Shield exclaimed as she tugged her top into place.

The hand gave a small salute before being joined by a second one which helped to remove the headset, retreating into the ceiling with it.

The former guard did a little spin in front of the mirror, revelling in her change and the incredibly attractive body she now had. From her bountiful boobs, to her wide, child bearing hips, full lips and hourglass figure, everything was perfect. Everything except her name, which she suddenly couldn't remember, making the woman stop and really think about it.

“Gleaming…. No, that's not right,” muttered the former guard.

“Gleamy, Gleamy Baton,” exclaimed the woman, nodding confidently. “My name is Gleamy.”

As that bit of realization washed over her the woman was surprised to feel that the sensation was more literal then she had imagined it. Her upper legs tingled and she looked down past her tits towards where her cutie mark would normally be. Only to find that it was no longer the starburst overtop of a shield but rather a simple star with a blue pom pom and a cheer baton overlaid atop it.

The sight made the woman giggle, and she checked the otherside to find that the change was indeed complete. She was no longer… whoever she was before this, now she was Gleaming Baton or simply Gleamy as she thought of herself. Yet something still didn't quite feel complete in the woman’s mind and she found her attention drawn back to the chair which she awkwardly plunked back down into.

An arm emerged from the ground, as if waiting for the woman to return to her seat before the final tattoo could be applied. Unlike the rest of the sheets of paper this one glowed brightly before even being applied, and tingled the second it hit Gleamy’s bare crotch. The unicorn knew instinctively that this one was much more powerful and would likely change her in ways that the other simpler tattoos didn't.

A blinding pulse of magic sent Gleamy realing, forcing the woman to hold her eyes shut due to the sheer power behind the spell. Once the magic faded and the former guard could see once more, she looked down to find that her body had been changed yet again. Her tits which had already been bigger and perkier then what should be possible looked slightly bigger, while also feeling fuller.

Gripping her breasts in both hands, Gleamy couldn't help but moan when a thin trickle of milk dribbled down from each of her tits. Not only that but she felt as though a new image adorned her already well marked body, among other changes. Pulling apart her massive breasts, Gleamy peeked down to find that a blue womb shaped tattoo had been placed right above her crotch.

The sight of which seemed to signal her body to release a veritable flood of thick liquid arousal which all but gushed from her aching sex. Gleamy couldn't help but briefly touch the thick puddle growing between her legs, finding that it was the same consistency as lube. It also smelled weirdly good for some reason, unlike the other lubricants which smelled like chemicals.

The churning within her grew more potent, and the former guard lay back as she felt something deep within her become irrevocably altered. Though she didn't know how she knew, Gleaming was certain that she could now support being as pregnant as Rainbow Dash had been. Not only that but it also felt like her womb had been made bigger, and more efficient for lack of a better word.

She wasn't certain what that all meant at the moment but that didn't really matter though as a thirst had begun to build deep in her gullet. A thirst which she knew could be satiated only with the thick powerful spunk of a virile male. Not only that but her womb already began to ache, the emptiness within it becoming almost painful to the woman.

Standing awkwardly, Gleamy stood there for several uncertain seconds, merely getting used to the new weight distribution. It was a little odd at first, but the former guard turned sex object and cheerleader quickly got used to it. The first step revealed that walking would be a bit of a chore however, as every movement made her nipples brush against her shirt.

Which in turn made a trickle of arousal to run down her spine, and twin rivers of milk to dribble down her chest. Not like she minded though, as Gleamy hoped that her appearance would help to convince someone to dump a nice steaming load inside of her. Maybe after her womb and belly were stuffed to the brim with seed she wouldn't quite feel so empty or nearly as thirsty.

“I like, really need some dick,” muttered the woman, who began to walk towards the door.

Only to almost slip on the small puddle of arousal that had dribbled from her permanently wet cunt, the thick lips of which parted whenever a shudder of pleasure ran through her. After making it to the exit, the woman stopped and braced herself against it, her entire body trembling after a slight breeze washed over her. That alone was enough to make her pussy twitch and for even more fem cum to dribble down her legs.

Reaching down, Gleamy gently prodded at her cunt, only to nearly fall over when a spike of pleasure nearly knocked her off her feet. Whatever had been done to her had evidently altered not only her womb but the rest of her pussy, as it was incredibly sensitive. Not only that but it was plumper, and after a few more tentative touches, Gleamy summized that it was nearly three times as sensitive as her clit used to be.

Shrugging aside that thought, the woman reached for the handle, only for a comportment to open on the wall next to it. Surprised, the woman awkwardly shuffled over to it, and pulled it open, revealing that it contained a wealth of makeup as well as a mirror.

“Ooooh,” cooed the woman, who couldn't help but run her fingers across the many different colors and kinds. “What is this?”

Inspecting one of the sticks of eye shadow, Gleamy found that it was marked with a large red warning label. This makeup is permanent. Do not apply if you ever have any intention of removing it as it will automatically reapply itself every single hour.

“That's like, pretty cool,” Gleamy muttered, quickly picking out some mascara, eye shadow, lipstick and nail polish. “Now I’ll be like, matching and stuff.”

And match she did, as all of the chosen products were a bright blue that were the same shade as her tattoos, all save for the lipstick which was more glossy then the rest. Applying them all took a few minutes, though it would have been shorter had the woman not nearly slipped on the growing puddle of milk and girl cum again. After it was done, and she was standing up once more, the former guard gave herself one last look.

Her body was now the perfect sex object, with hips wide enough to bear quintuplets without struggling. While her breasts were filled with enough milk to feed a dozen children without having to worry about running low. Her cunt felt perfectly shaped for taking dick, and her womb was ready to receive as much seed as a few dozen males could ever hope to produce.

Not only that but the woman doubted she would have trouble attracting that many mates given just how incredibly sexually explicit her clothes were. Which made only a half hearted attempt at hiding her privates from sight, and almost made her look even more provocative than she would have been if she had been wearing nothing at all. Add to that the most fuckable lips Gleamy had ever seen, an ass that would simply never quit, and a body that would make any woman jealous and Gleamy couldn't help but smile pridefully.

She was everything a member of the fairer sex could ever hope to want, and the former guard gave her massive, heaving bosoms another squeeze. The resulting spray of milk shot several feet before hitting the wall, and made the woman giggle like a schoolgirl. She then struck a few poses before finally turning back towards the exit once more, her tits and ass jiggling with every step.

This time when she tugged on the handle, Gleamy felt it turn easily, and she stepped outside to find herself in a long hallway. To her left were a row of doors and a dead end while to the right she saw even more of the things, including one that had an exit sign displayed overhead. Figuring that was the correct direction, Gleamy began to strut towards it, leaving behind a trail of fem cum and milk the entire way.

As she walked she slowly adjusted her steps until by the time she reached her ultimate destination she was proudly strutting like a practiced whore. Every single movement she made was perfectly planned in order to better show off her amazing curves and incredible body. Turning the handle, and stepping out into the world once more, only for Gleamy to be temproarily blinded by the sun.

Unlike the room and hall she had passed through which were lit by gentle mage lights, out here everything was far brighter. It was even enough to make the woman cover her face as she tried to blink away the spots. Once her vision was clear however, the former guard looked around to find that a small crowd had been waiting for her.

A crowd which was entirely male, mostly nude, and also sporting a row of erect cocks just waiting for her. Immediately Gleamy’s stomach rumbled and her pussy ached, but she stopped herself from going to them, at least for a moment. As at the front of the group stood a familiar purse snatcher, who was now completely nude, and sporting one of the largest erections Gleamy had ever seen.

“Hey slut,” greeted the male.

Author's Note

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