For once, I slept peacefully. No ponies banging on my door, and no frisky parasites fucking me from within. They were still squirming around in the core of my body, but surprisingly, I was kind of getting used to that.

Some time later, I woke up of my own power, which was heavenly. It quickly became apparent that I'd been drooling a steady stream of faintly purple slime, and wetness around my lower half indicated that my other two orifices were doing the same, but that wasn't important right now. What mattered was that the tentacles had settled down considerably. Every now and then, I would feel one slowly shift, or gently rub along the inner lining of one of my organs, but it was nothing like it had been before.

"Not feeling so hot now, huh?" I smugly asked, as if the creatures in my body could answer. "Seems like you're getting pretty sluggish."

Haughtily, I popped open my bottle of medication and tossed the second dose down my throat. "You'll be dead by sunset and I can put this whole mess behind me," I continued, using a towel to wipe the excess lubricant off my privates. "Next time, do yourselves a favor and stay in your dimension, instead of trying to rent a room in Hotel Rosette, yeah?"

Confident that the worst was over, I brought the little bottle of pills with me and made my way to Pitter's place. The slender little mare opened the door when I knocked, and smiled when she saw me.

"Hey, Rosette! Feeling better?"

"Much," I said with a nod as I let myself in. "How are you doing?"

Pitter shuffled a hoof self-consciously. "Well, not bad, it's just..."

She trailed off, but she didn't need to say more. As I stepped into the home, I caught a whiff of a sharp, familiar smell on the air.

"Oh."

"Yeah... my heat started," Pitter admitted giggling nervously. "I know you don't mind, but it's just so distracting! I've been meeting a stallion named Beryl for coffee a couple times a week, and we really hit it off, so I've been thinking about inviting him over to, y'know, quench the heat a little."

I grinned. "Or you could solve it right now with-"

"No, Rosette," Pitter said loudly, putting a forehoof on my snout. "I'm not summoning eldritch horrors to get me off. A stallion's nice, girthy cock will do just fine, thanks."

I shrugged. "You do you, Pitter."

"Speaking of which," my friend continued as she trotted into the kitchen and poured some tea, "are you over your upset stomach now?"

"Seems like it," I said. "I went to the hospital last night and got a prescription that's working wonders."

"Glad to hear it. Want some tea?" Pitter asked, offering me a cup. I graciously accepted and we went to sit in her parlor and catch up.

As I seated myself right beside her, it really became apparent how bad the poor mare's heat was. My nostrils tingled from the hormone-laden scent; I could tell any stallion sitting where I was right now would be rock hard. I sipped my tea and chatted, politely avoiding the topic, but definitely aware of the instinctual little twitches of her hips.

"So Pitter, one of these days we should take the train up to Canterlot," I suggested. "There's a shop I've been meaning to visit to pick up a new- AH!"

All at once, my gut became a churning mass of tendrils. My body, which was barely even bloated just seconds ago and looked nothing out of the ordinary, swelled until it looked like I was pregnant, with ripples and bumps running under the skin at the tentacles flailed and writhed.

Pitter-pat screamed, dropping her tea as she scrabbled to the other end of the room. "W-what the hell is that?" she managed.

I tried to stand, but lost my balance. I hit the floor, crying out in alarm as a large tentacle slipped out of my ass, and not one but two more burst from my pussy in a shower of mare juice, making me clench my teeth as they stretched the hole much wider than normal. The invaders scanned the room with jerky, excited movements.

"Rosette, what the fuck!?" Pitter squealed, pressing herself against the far wall to stay as far from them as possible. "Those things are inside you now!?"

I felt a tentacle feeling around in my esophagus. I swallowed hard and tried to close my throat so I could still speak, though it came out in a weird voice. "Okay, yes, it turned out they were growing inside me..." I admitted hoarsely. "B-but I took the antiparasite meds they gave me! It seemed like they were slowing down, dying... but something must've triggered them, they're suddenly-"

I couldn't get anything else out. A tentacle- a big, wide tentacle- forced its way up my throat. I vomited slippery clear fluid on Pitter's floor as it forced its way out between my lips.

"Well they're clearly not working!" Pitter screamed, darting past me and into the doorway. "Those things are huge! We're taking you to a magical healer right now, there are ponies in Canterlot that can fix this!"

I used my hooves to physically force the throat tentacle down so I could speak. "I can't exactly go out in public like this!" I managed before it slipped right back up and out again.

"I'll run to the station, sometimes the train caboose can be reserved for private travel, especially if there's an emergency," Pitter explained. "I'll be back in a few minutes!"

She rushed out. I feebly reached out a hoof to try to stand, but the tentacles began to move wildly, and I collapsed, shaking. My eyes watered and my throat bulged as the big tentacle in my mouth scanned the room around me with its tip, as if searching for something. The two extending out from my snatch began to move in alternate ways, with one sliding in each time the other slid out. Their frictionless quality let them glide past each other with ease, and stretch my opening into new shapes as they did so.

I felt poking around in my lower intestine. Three tiny tentacle-tips slid out around the main one protruding from my rear. They each took hold of my puffy asshole in a different position, and then all pushed away from each other, making me wail around the appendage in my throat in a mixture of pain and pleasure as my ass was stretched open wider than ever before. The main tentacle, taking advantage of the increased space, slid further and further out, getting wider and wider as it did so, until the long slimy protrusion's base, almost as thick as my foreleg, sat comfortably in my sphincter.

I lay on my back, helpless, under the control of bigger, stronger tentacles than yesterday. Vaguely, it occurred to me that yes, this was definitely beyond the scope of what some parasite meds could handle, and what Pitter was doing was probably best.

I attempted to think about what might've woken the tentacles from their dormant state and triggered this episode... but it was becoming hard to think. All my mental faculties were used up processing the huge amount of sensation.

One of the tentacles in my pussy began to slide faster, putting it off-rhythm with the other one. It also made sure to rub its whole length against my swollen clit with each motion. In seconds, I was cumming again, my cheeks going red as unbelievable pleasure spread through every nerve.

M-more. More. More!

I blinked, confused for a moment. No, that's not right, I thought. Certain aspects of this feel good, but this is serious! I can't live my life until these things are out of me. Who knows what will happen if they get any bigger and more agitated...

My body bulged as an ever growing mass of tentacles distorted it. I knew I looked positively grotesque now, my body bloated and writhing with all my orifices stretched taut around huge purple tendrils.

This is so hot...

Another intrusive thought! Sure I was a bit of a perv, and I knew how to enjoy a rough fucking, but nothing like this! This wasn't some kind of fun, sexy game; this was a rapidly growing colony of parasites, using my body to who knows what end. It was past the point where it was something to try to enjoy until it was over, it was an issue I needed to... needed to...

Fuck! Fuck me harder. Stretch me out! Make me cum again!

I made the decision to stop thinking thoughts until Pitter got back.

"R-R-Rosette? Are you still... oh my."

I laid on my back on the cool floor, in a pool of sexual fluid and tentacle lube. The invaders had retreated to my depths for now, but it was obvious how intense they'd been with me. My pussy and anus gaped open wide enough that one could peer inside, watching the pink flesh twitch and clench in the wake of extreme use. My eyes were watering from the strain; I wiped the wetness off my face, but what came away on my hoof was oily and smooth.

I was so full of sweet lubricant that it was even coming from my eyes.

The whole underside of my body, from the top of the quivering mound hiding my clit all the way up almost to the base of my neck, bulged outward, wrapped around the monsters contained within. The parasites twisted and tangled together inside me, keeping me in a constant, foggy state of half-pleasure. I looked away as my friend took in the sight.

"Yeah, Pitter. I'm here."

Pitter bit her lip. "Okay, well, a train is leaving shortly and you and I have tickets to a private caboose ride. We just need to get you there and we'll have a professional take care of this before the day is over."

She darted into her closet and reappeared with an immensely oversized, hooded cloak. It was dull grey and looked big enough to conceal even a very large stallion. "Wear this," she suggested. "You'll get some funny looks, but its better than ponies seeing you with... you know."

I slowly rolled over and managed to stand, wincing as a twin deluges of faintly purple lubricant poured freely from my widely gaping cunt and asshole, increasing the foul puddle of mixed fluids on Pitter's floor.

"Sorry 'bout the mess," I mumbled.

"Worry about that later," Pitter instructed, throwing the cloak over my withers and tugging its hood up over my head. "Come on now. Let's go before your next... episode starts."

We made for the train station as fast as possible, which unfortunately wasn't extremely fast. The mass of wriggling abominations in my body had made me so much larger that I had to waddle along. I couldn't believe I looked almost normal not long earlier; apparently the tentacles could curl up and tuck themselves into a small space if they wanted to... but they no longer seemed interested in doing so.

I hobbled along, the cloak hiding my entire body and hood enveloping my head, lifted just high enough to see Pitter's hooves so I could follow her. Soon, I heard the sound of trains.

"Hi, we booked the caboose for emergency travel not long ago," Pitter informed the conductor. "My friend here is very sick and needs the extra space and some peace and quiet 'til we get to Canterlot."

The conductor nodded and indicated the spacious car. I managed to heft my body inside, slumping down on one of the benches. Pitter-pat shut the door behind us, and in a few moments, we were off.

"Ok, the hard part's over," Pitter breathed. "We'll be in Canterlot in an hour or so. Don't worry Rosette, we'll be rid of that infestation soon."

Rid of it? my mind replied. It's a shame to get rid of something that feels this good...

I clonked myself on the head with a forehoof. Get a hold of yourself, Rosette! I argued, scolding myself. My situation is horrible. Why do I keep having these moments where it just feels so... right?

Not wanting to alarm Pitter, I kept quiet about the unhealthy thoughts that kept creeping their way into my brain. Tucking my head between my forehooves, I lay on the bench, oozing with tentacle secretions and silently warring with myself.

This was gonna be a long trip.

We sat in silence for the next half hour. Pitter would occasionally peek at me to make sure I was okay. I remained still, occasionally feeling a tentacle slide lazily out of one of my holes, and give it a few quick pumps before gliding back inside. My clit, seemingly insatiable, winked out each time one protruded from my pussy or ass. All the while, thoughts of being free of the infestation and resuming my normal life drifted through my head, though over and over they were interrupted by frighteningly strong desires to let the parasites abuse my holes some more.

But as time went on, a familiar scent started to fill the cabin. It started out faint, but grew stronger as the minutes passed. It took me a bit to realize what it was.

Oh, that's right, Pitter's in heat, I remembered. Poor thing, Im sure this is the last thing she wants to do while dealing with that.

Pitter-pat's scent was pretty strong whenever this happened to her. It didn't bother me, but I knew a stallion cooped up in this train car with her would be going mad with horniness right about now.

My thoughts were interrupted by increased stirring in my gut. The long smooth parasites slid past one another, making me moan in spite of myself. Pitter looked over, panicked.

"Oh no, are they going to-"

Several thick tentacles burst quickly and forcefully from all three of my entrances, nearly knocking me off the bench. This time, to my surprise, they all seemed to be united in purpose. Their three tips swiveled in the same direction and tried to reach for Pitter-pat, who squealed and fled to the back end of the caboose.

I suddenly made the connection, cursing myself for not realizing it sooner.

It's her heat! That's why they reacted in her home before after staying dormant for a while! They can sense her hormones in the air!

The tentacles flailed in midair, sliding through my holes and making my mind explode with pleasure. I quickly lost track of my concern for Pitter as physical enjoyment overwhelmed me. I fell to the floor of the car, moaning in delight around one of the tendrils as my taut pussy sprayed droplets of marecum and slime everywhere.

I tried to focus my mind. I'd been thinking about something, something important, just a moment ago. The intense feeling of the creatures inside me had wiped it from my mind, but I struggled to get it back. What was it? Something about Pitter, I think...

I remember now! Poor Pitter hasn't had a chance to experience this pleasure yet! I should let her try the tentacles.

A different part of my mind responded to the notion. No, Rosette! Pitter doesn't want this, don't force it on her. Why are you thinking this way?

The invaders began fucking me harder, and I could feel their brethren down below preparing to squeeze their way up, preparing to stretch me open wider as they joined the ones already using all my orifices.

That's silly! the first part of my mind argued. Why would Pitter not want this? She mustn't be thinking clearly.

The other half responded again, but this time its voice was quieter, less important. Rosette, it urged. It's the parasites! They must be secreting a chemical that's doing something to your mind! That's why you keep having all those strange thoughts...

The strange part is wanting this to stop! the first half argued, much louder, much more dominant than it's counterpart. Don't be selfish, Rosette. Pitter is your best friend! Give her an amazing gift!

The other side of my mind tried to argue again, but I couldn't even focus on the thought it attempted to form. Pitter was shrieking something from the back of the train car, but the meaning of her words wasn't quite making it to my mind. She sounded desperate though. It would be cruel of me to keep her waiting any longer.

I managed to stagger to my hooves, my whole body bulging and churning with the enormous tangle of tentacles inside me. One step at a time, I slowly made the way down the aisle toward the pony cowering in the corner.

"R-Rosette, stop!" she squeaked. "I know you need help, b-but don't get too close or the tentacles m-might-"

I stumbled, and lurched forward. The bright purple tendril protruding from my mouth lashed out, twirling itself tightly around Pitter's midsection and lifting her into the air. She gave a blood-curdling scream, kicking her legs wildly to try to escape, flicking her sky blue tail in alarm.

Don't mind her, I reminded myself. She doesn't understand yet. Once they penetrate her, she'll get it.

While the tentacle from my mouth held Pitter in place, two medium sized tentacles snaked from my dripping, winking pussy, and another, larger one extended from my ass. The three smooth, slimy projections rose up, surrounding the captive pony in midair.

"R-Rosette..." Pitter whimpered. "S-stop them... don't let them-"

The big tentacle moved first, the base making my ponut strain as the tip plunged itself into Pitter's needy, heat-stricken pussy. The mare screamed in shock, and drops of pungent mare juice rained down on my head.

I managed to kind of grin around my mouth tentacle. Pitter's heat was so strong; she'd be so relieved when she discovered how well this treatment would quench it.

The two smaller tentacles from my pussy moved into position. The first one slipped into my friend's mouth, muffling her screams as it slid down her throat. The other prodded at her tight asshole.

I'd never really looked closely, but now that I was, Pitter's ass looked tight. If I had to guess, she probably wasn't even accustomed to having stallions in there. Fortunately, the natural lube these tendrils produced was so smooth that they'd be able to glide through even the tightest sphincter.

And glide they did! Pitter wailed around the appendage visiting her mouth as her ass was parted, gaped around the tentacle eager to explore it.

I wanted to tell Pitter how grateful I was for her always being there for me, and how I hope she enjoyed the wonderful gift of intense tentacle fucking she was about to receive, but sadly, I couldn't speak around the tentacle in my mouth that was holding her aloft.

This didn't need words, though. She'd receive my message through sensation.

Pitter-pat's body tensed and spasmed as the various tentacles started to fuck her. I watched in admiration at the profile of the widest tentacle, appearing as a bulge in her waste as it rammed into her pussy. Soon, I spotted another bulge a bit higher up; it seemed the one in her ass was exploring eagerly, reaching into parts of her that I knew hadn't been visited by any foreign object before.

The mare gasped for breath around the tentacle in her throat, and I watched it push further and further in, widening her neck as it forced its way down. I could hear her sharp intakes of air; that was the right way to do it, grabbing breaths between thrusts with your nostrils.

Pitter's clit peeked out once, twice, three times, before she gave a muffled wail, spraying her highly hormonal fluids everywhere as an orgasm rocked her. Her face went red; what a great time she must be having!

I watched patiently as time went on, letting the tentacles do their work, stretching Pitter out from all angles and bringing her to another two or three orgasms. The train car was a mess; from her lofty position, Pitter's fluids had gotten on everything, creating a heady, sexually-charged space that the tentacles seemed to really love.

The other mare looked dazed. After a while, her struggling slowed. She hung there in the air, getting rammed nice and hard in every hole. I was feeling pretty good myself; after all the tentacles were coming out of my body, so to fuck her, they also had to fuck me.

After a time, I felt the tendrils swell. Something inside them made them bulge as it worked its way up to the tips, momentarily stretching my abused holes wider than ever, managing to get a delighted giggle out of me that came out as more of a gurgle. As I stared, the tentacles pushed as deep into Pitter as they could fit, and pumped her full of their sought-after prize: the gluey, thick grey-purple egg matrix they'd filled me with just two days earlier. I watched her squirm as her undercarriage swelled to make room for the weighty load.

Finally satisfied, the tentacles deposited the now very filled mare on the floor, before sliding back into my body. Pitter simply laid there, breathing hard, her eyes unfocused and staring at the ceiling. The only sound she made was the gurgling of her organs trying to figure out how to deal with the sudden influx of egg-laden gunk.

"Pitter?" I asked expectantly. "Can you hear me?"

Slowly, the other mare's gaze drifted to meet mine. She worked her jaw for a moment, struggling to find her voice.

"It... It's okay, Rosette..." she said hoarsely. "You can't control it. They're doing something to you."

I tilted my head, uncertain what she was getting at.

Pitter tried to stand, but her legs were still shaking from the intensity of the tentacle invasion, and couldn't support all the additional weight filling her body cavities. "Those things," she continued sadly, remaining on the floor, "they're breaking your body and your mind. But it's not too late. We're going to get help. I guess we both need help, now that they... filled me... but you more urgently than me."

"Help?" I asked. I wasn't sure what help she was talking about.

"Yes, Rosette," she whispered. "It's gonna be ok. There are powerful unicorn healers in Canterlot who can deal with summoned monsters like these. So don't worry. We'll get those things out of you. Out of both of us."

Although it was hard to think through the constant haze of pleasure, her words finally sunk in, and my eyes widened in shock.

Get them out of me? The idea was horrifying! True, a few short days ago, I'd lived my life without them, but I didn't know what I was missing. My mind had been clouded by sensation for a little while now, but I suddenly remembered that the train we were on was bound for Canterlot, where somepony was planning to remove the creatures inside me. That would be awful!

"Rosette?" Pitter asked in a strained voice, still lying on the floor clutching her egg-filled gut. "Is any of this getting through to you?"

I stepped back apprehensively. I couldn't let this happen. I had to escape!

I turned to the back of the car and waddled toward the back door, pulling it open and stepping onto the little platform outside the car. Pitter gasped behind me.

"W-wait, Rosette, what are you doing?"

In my mind, one of those two conflicting opinions, the one that had been growing quieter and less important, managed to speak one more time.

Rosette, this is your last chance to get a hold of yourself... it whispered. These creatures are warping your perceptions, making you think differently because it suits them. If you don't fight it now... they win.

I paused, considering it. The argument didn't seem very convincing. I'm only enjoying this so much because they've rewired my mind to make it so? That seemed pretty far-fetched to me. I wasn't behaving strangely at all. Nopony could resist the constant, unbelievable pleasure that the entities that had taken up residence inside me were giving me.

"Rosette!"

Pitter had finally managed to stand, and was slowly making her way toward me. The other, stronger, opposing opinion in my mind spoke.

Escape now, and this paradise is yours forever! Get away from her and her plan to get the creatures within you removed.
Your former life is sad and dull compared to this pleasure!

Now that made sense. I agreed with it wholeheartedly, and the quieter voice, the one that resembled the old, inferior Rosette, finally fell silent.

I knew what I had to do.

Despite my bulging body, I hoisted myself up onto the railing. The train wasn't moving very fast, and the track was surrounded by long, soft grass.

Escape!

I jumped off.

"Rosette!!" Pitter screamed, reaching the outer platform a few moments too late.

I hit the hillside with a lot of momentum, with enough force that a hefty amount of clearish lubricant sprayed from all my orifices on impact. I tumbled down a long, steep hillside, before finally landing with a wet plop in a pool of slimy, stagnant water at the edge of a swamp. The tentacles, agitated by the rough movement, slipped quickly out of me; one very large one up my my throat, two more from my ass, and another one... no, two, from my pussy. Stale water splashed everywhere as the powerful, muscular tendrils began to eagerly stretch and pound and fuck my body as hard as ever. I managed to crawl a foot or two and rest my chin on a rock, the rest of my body lying limply in the swampy water.

I didn't move any further for a while, but I didn't need to. After all, there was nothing I needed right now. My old friends, my old home, my old life... those things were easily discarded in favor of this.

I came, perhaps harder than I ever had in my entire life, my vision going white with pleasure as my juices spilled into the foul water I was in.

As I lay there, unmoving, my organs straining to hold the ever growing mass of slimy creatures and my cunt and asshole stretched beyond repair, contentedness washed over me.

I knew I made the right choice.

Author's Note

One more chapter left.