The Lost Soul

Chapters

Repression
Somnambulism
Lucidity
Astral: Part 1
Astral: Part 2
Project: Part 1
Project: Part 2
Project: Part 3

Repression

“Cadance!” Twilight shouted, jumping to the arms of her ex-foal-sitter-turned-sister-in-law. “How have you been? Is everything alright now? No signs of King Sombra returning?”

Cadance smiled, snuggling her sister-in-law closely before replying. “It’s good to see you again, Twily. Especially after your last visit. Shining will be delighted to see you once he’s back from the barracks,” ending the hug, she signaled her to walk at her side, her guards standing at a respectable distance as they entered the Palace. “As for Sombra? No signs of him whatsoever. I think the Crystal Heart destroyed him entirely.”

“May Celestia forgive me for saying this, but I hope Sombra is dead-dead. I know I shouldn’t think about bringing harm to another creature, but he was worse than Discord!” She protested, ending with a huff.

The Princess giggled at her antics. “You may be older and wiser, Twily. But you’re still as adorable as ever~”

“I’m not adorable!” She protested with a pout. “I’m cute. There’s a difference.”

“Of course, of course. Whatever you say, Twilight.” Ending with a giggle, she looked around. “Say, where’s Spike?”

“Swarmed by his adoring fans. I don’t think he’ll be making it to the Palace anytime soon.”

“Shame. I wanted him to join us for supper. But I’m sure he and Shiny will have a blast tonight with their ‘Bro Time’,” she grinned. “Though not as much as us with our sleepoveeeeeer~”

“When was the last time we had time for ourselves, Caddy?” Twilight asked, smiling widely at her sister.

“Since before you moved to Ponyville. Speaking of which, you have to tell me all about it! We barely had time to talk during the previous times we saw each other!” She egged on. Suddenly, her body froze but managed to prevent her surprise from showing. There it is again, she thought frowning internally. This spirit is rather persistent. It’s been following me all day yet it has not made its intentions clear. Am I just part of his prank? Or is it just having fun? Ahhhh, one of the downsides of being an alicorn: you attract spirits like a lighthouse.

She told herself, not really hearing what Twilight was saying as her mind was way too distracted by the cold sensation of ethereal hands groping her thighs, ass, back, breasts, and everywhere it could touch happily ignoring her clothes. Well, at least it’s considerate. Maybe it knows what happened to the last spirit that tried to be frisky with me in public?

Hours passed slowly, Cadance putting on a strong face through it all. She had to admit, albeit begrudgingly, that the spirit had to be quite powerful to resist the natural aura that fended off paranormal beings from her proximity. And while she disliked being groped, her breasts squeezed, nipples stiffened from its cold touch, her pussy gently caressed while surrounded by her guards; more so when her family sat around the same table at dinner was almost too much for her to withstand. Thankfully, the spirit never did something worse than teasing and being way too touchy-feely with her.

Looking across the table she looked at Spike, who was staring at her strangely for a while now. “Is something the matter, Spike?”

“Yeah… I can kinda see some mist around you? What’s up with that?” He asked before popping in a few gems into his maw.

“Well, I don’t see anything,” Twilight followed.

“Oh, that?” Cadance smiled, biting her tongue for a moment as the spirit kissed her nape, pinched her nipples, and teased her clit at the same time. “It’s just my natural alicorn aura. I’m surprised you can see it at all. Dragons can see beyond what most creatures are able to, but I thought you were still too young to develop that gift. I guess you must be quite talented, oh Spike the Brave and Glorious.”

Spike blushed, squirming in his seat trying to play her praise off. “Who, me? Yeah, I’m pretty brave and glorious! Not to mention honorable and an all-time great guy!”

“Honorable my flank! You cheat at O&O every time you can, purple iguana. And brave? I guess it wasn’t you who screamed like a filly when the ice-spider came through the window?” Shining faithfully fulfilled his quota of brotherly teasing.

“You take that back!” Spike squealed in a high-pitched voice, much to the amusement of the rest of his family. “You just say that because you’re always trying to break the meta of the game! A wizard can’t be a rogue-alchemist-dragon-paladin!”

“Pffft, says the dragon playing a Sorcerer-Cleric!” Shining countered.

While the two went back and forth over various rules and other details, Twilight giggled their silly antics while Cadance was relieved they had forgotten about her predicament on their own. She blushed at the thought of having been seen by Spike like that: defenseless and enduring the tantalizing touch of the spirit having its way with her.

After dinner, they parted ways. Cadance and Twilight would stay in the Royal Suite while Shining and Spike would take a guest room to give the girls all the time and privacy they needed. Cadance was keen on using this chance to excuse herself and change in the bathroom.

“Don’t you think that’s quite enough?” She asked in an annoyed, firm tone as she removed her dress. In response, she got a firm grope of her breasts followed by several hands touching her all over: ass, thighs, pussy, hips, waist. Everything was game for the spirit it seemed. “Okay, look… you had your fun but I am really at my wit’s end here. You can either A) tell me what you need of me so you can move on, B) Stop and go away, or C) I’ll choose option B for you, and you really don’t want that,” the spirit stopped fondling her but didn’t remove its hands. Raising an eyebrow, she sighed. “Finally got your attention, huh?”

“Look… I’m not angry, okay? I don’t know what kind of spirit you are exactly, but I wish to help you. I’ve done this before. You’re dead and you need to move on to the Beyond. I can help you with that-” she raised a hand, her horn glowing with magic, “-or things can get ugly. Your choice.”

The spirit groped her all over thoroughly, pulling down her panties and unhooking her bra. Then it pinched her nipples, pulling at them at the same time it kissed her belly button, rear hole, and clit. Finally, it gave her asscheeks a firm whack before dissipating, its presence vanishing from Cadance’s senses.

The Princess of Love shuddered, her body pleased with the cold, welcoming touch of the spirit. Sighing a few seconds later, she put on her nightie. “...I can’t believe I have to deal with horny spirits on a regular basis…” After that, she walked out of the bathroom to find Twilight was also wearing a nightie, the one she gifted her during her last visit, to be exact. “Don’t you think that’s a little too revealing for a sleepover?”

“Says the mare wearing nothing under her mostly see-through nightie… show-off.” Twilight countered.

“Touche,” Cadance replied with a smile before they exploded into a fit of giggles. Then, their private two-mare slumber party began.

Through a pleasant night of playing around, poking fun at one another, re-telling stories, a few embarrassing confessions, and Cadance trying to find out the kind of guy Twilight liked, their catching up sleepover came to an end. Of course, being an alicorn Cadance could go on for weeks without sleeping if she desired, but she hated not getting her beauty sleep. So by the time Twilight was swinging her head back and forth tiredly, Cadance scooped her up.

“Alright, sleepyhead, time for bed,” she chanted as she lowered her little sister on her side of the bed.

“Nuuuuhh, jjjaaaast giff me sum cow-flee ‘n I’ll be fiiiiine, Caddy!” Twilight replied rather groggily.

“Ah-ha, not buying that one, little missy. Now, time for sleep. The land of math and science awaits~ Calculus and trigonometric measures for all to make~” she sang, Twilight’s eyes dropping almost instantly.

“The square root of A is equal to B when mul...ti...plied…~” Twilight yawned, unable to finish her sentence and falling asleep.

“Sweet dreams, Twilight,” closing her eyes and moving to her side of the bed, she looked around the room, her horn glowing for a moment to make sure no unwelcome guest had returned. Relieved, she quickly entered into a peaceful slumber. It wasn’t until some time later that a strange sound woke her up. Checking her clock first, she realized not two hours had yet passed since they went to sleep. Quickly adapting to the partial darkness in the room, her eyes turned to the source of the noise.

“No…” she muttered, frowning with contemptuous ire at what she was seeing. The strange sounds were the moans of a sleeping Twilight. The covers had been moved out of the way, her nightie had been partially removed, and her panties were on her ankles. She moaned, still fast asleep, as an amorphous entity hovered on top of her. She could see the normally invisible spirit thanks to the amount of power it was using to pin her down, preventing her from doing anything drastic while it assaulted her little sister.

Cadance tried to call out her name or plead with the ghost to stop, but she couldn’t say anything; too shocked to do anything of the sort at that moment. She watched as the spirit fondled Twilight’s smaller breasts, pinching her nipples and twisting them under her nightie. Down below, she could see it licking and kissing her folds. The worst part was hearing Twilight’s moans of pleasure. She was being touched and used by an entity she didn’t understand without her knowledge but its pleasurable touch was still leaving its mark on her.

“W-Wait… leave her alone!” She pleaded in a hushed tone, still unable to move or channel her magic properly. As if to mock her, the spirit she had spared earlier undid the front part of Twilight’s nightie to reveal her breasts in full. Once they were free, it began to pinch her nipples harder, pulling at them and sucking them leaving behind an ethereal, cold, but pleasurable residue. It wasn’t until she saw it part her legs open and spread her pussy wide, an ethereal cock forming near her entrance that she gave up.

“Stop… stop, please. Don’t do that to her, please. It is me you want, after all,” Cadance sighed, trying her best to mask her desperation behind a veil of uncaringness. “Why settle for a meager spoil when you can have the Princess of Love as a prize, right?” The spirit seemed to agree as it soon left Twilight’s side, not before tossing her panties away just to add extra insult to injury. “That’s it. Aren’t I much more appealing?”

The spirit responded by tearing her nightie apart, freeing her bountiful breasts before cupping them. It played with them at its leisure, groping, pinching, sucking, and more to its heart’s content. It also began to caress and grope her entire body, kissing and licking also became a norm, especially on her neck, tits, privates, and lips.

“Aaaaahhhh!” Cadance squealed, biting her lower lip in time to prevent her from screaming out in pleasure as a girthy ethereal cock penetrated her pussy all the way to her innermost barrier. Clenching her hands into fists, she stood her ground, slowly but surely gathering up her energy to fight back against the spirit that was now abusing her. So enraptured she was with the swirling tide of emotions that she didn’t notice Twilight grumble and turn in her sleep.

“Caddy? Whuzz da matter?” The unicorn mumbled incoherently.

“N-Nothing, Twily. Go back to sleep, I just, uhh, pinched my pinkie by accident!” Cadance said in a hurry, smiling at her sister in an effort for her to not notice the bulge in her belly that formed with each thrust the spirit gave her.

‘You… have… nice tits…’ a voice suddenly said next to her ear. ‘That’s why... I chose you.’

Her blood turned icy cold to match his touch, but still didn’t lose her smile. She noticed Twilight’s eyes were focused on her bouncing breasts, not a surprise given the envious stares the young unicorn gave her almost all the time when she thought she wouldn’t notice. For long seconds that felt like eons, she waited in silence until Twilight yawned, turned around, and fell asleep in an instant yet again. Counting her blessings, she returned her attention to the most pressing issue at hand.

“What did you say?” She muttered angrily.

‘Your tits… are big. The biggest I’ve seen in many years. I knew… I had to have you,’ it replied.

“‘Have me’? I don’t know if you’ve noticed, but I’m happily married, spirit,” she countered, both miffed and appalled at its simplistic, brutal answer.

‘That doesn’t matter… to me. You will be mine. Feed me. Empower me. I shall… make that worthless stallion… you call husband watch… as I claim you as my treasure,’ it said with a mix of glee and contempt as if there was nothing she could do to stop it. To further reassure her of her fate, along with increasing the strength of its thrusts, playful hands, and sucking lips, it grabbed her by the jaw, forcing her to look into the spectral eyesockets it manifested; yellow, hollow, putrid, hungry things burrowing into her soul, feeding off her misery.

“N-Never!” She cried, enraged. “Now I see you for what you truly are, vile scum!” She managed to say in between suppressed moans, yet the spirit, out of cruelty, increased the pleasurable sensation of its cold touch. All in order to break her faster, but she had an ace up her sleeve. Mainly speaking, she was the Princess of Love. And this horrid creature had dismissed that fact.

‘What you want… is inconsequential, whore. You shall… nourish me for decades… as I make you my toy for the rest of your life.’ It claimed with wicked intent and sure of itself. Then, it made her levitate, only to rotate her around and then slam her against the bed facedown, nearly waking Twilight once again. Forcing her to present her ass high, it began to fuck her ass with another cock to match the one in her pussy.

Cadance gritted her teeth, fighting off against the near overwhelming stimulation her ethereal rapist was giving her. It made the task of focusing her energies difficult, but not impossible. Soon, she’d have more than enough to teach the spirit a lesson. All she had to do was endure a few seconds more.

As her magic gathered and her eyes began to glow and she knew the time had come. Focusing inwardly, she began to cast the spell that would render the spirit as a mere speck of ethereal energy at worst, or reduce him to nothing, forcing his entry into the Beyond where it belonged and where it would face proper justice for its actions.

So enraptured she was with focusing on her spell, she didn’t notice the spirit nibbling her ear. ‘And after I’m… done with you, slut… I’ll make sure the purple whore… over there learns her place, too.’

That was the drop that shattered the glass. In a moment of righteous fury, Cadance focused all of her gathered magical energy in one hand and, faster than light, moved it behind her back to strangle the spirit.

‘Gaaaahhh!? W-What is thiiiiisssssss!? I-IT BURNS!’ The spirit cried, its hands, mouths, cocks, and everything it had manifested dissipating into the aether, forcing it to adopt a more singular form as its energies were quickly eroded away.

Cadance, now free to use magic once again, nurtured her spell, giving it all the strength she could muster, absolutely overpowering whatever fight the spirit was putting up against her. With the sound of teleportation, she now stood next to her bed, spirit in hand. With tears running down her cheeks, she began. “I gave you a chance, you squandered it.” She spat angrily, her hold increasing over the spirit enough to choke it.

‘P-Please… I… I was just… joking… L-Let me go… I’ll never… return…’ it pleaded, flailing around uselessly.

“...I believe in mercy…” Cadance replied, her hold faltering.

The spirit stopped flailing as agitatedly, trying to use her change of heart to its advantage. Its smug confidence vanished like the morning fog when her horn lit up and a book appeared next to her.

“And I am no murderer. If I was unwilling to slay Chrysalis, who starved me and nearly killed me. Or Sombra, a Despot Tyrant that not only wished to destroy me, my husband, and Empire, but also enslave my new subjects. Then I wish not to slay you, spirit,” her eyes glowed brighter and she gritted her teeth. “However, that does not mean you will go unpunished for what you’ve done and attempted to achieve. Now, begone and stay inside this book, forever sealed away.”

‘NOOOOOO!’ It cried, but it was too late to do anything. As she began to chant the words of a binding spell, it could feel its energy burn and its very essence shackled by powerful energies drawing it into the book. The entire process took mere moments, but when it was done, the book had changed in appearance, creating a seal on the outside but other than that, it looked like a normal book with nothing but blank pages inside it.

Cadance sat on the edge of her bed, exhausted. She could feel the spell she’d used already eating away at the memories involving the spirit in an attempt to erase the knowledge of its previous existence away even from her. In her final moments of lucidity before the memory was repressed into the deepest, darkest corners of her mind, she focused on the perfect vault to teleport the dangerous book into. With a flash of magic, it was gone and with it the memories of what had happened.

“Brrrr, it’s freezing tonight,” she muttered before looking down at herself. “Ah… no wonder. Oh well, that just means I’ll need to cuddle up with Twilight~” she sang before moving to do precisely that.

Meanwhile, in the Forbidden Section of Canterlot’s Library, a new book appeared on a shelf. And it would remain there for a few years, unaware of the spirit bound inside it.

***********************************************

“Gah!” He let out all of a sudden, surprised. If he needed to breathe, he’d have a ragged breath after what he’d seen… or rather, remembered.

For the longest time, he didn’t know his own name. Any attempts at recollection proved fruitless. Was he alone? Did he have a family? If he did, would they notice his absence? The answers may well have been lost to time. All he had left were vague images of the past, vestiges of a bygone time. Was it years or centuries? The only certainty was his imprisonment. Banished and shackled to that wretched book by a quasi-divine being.

Now… Now he knew who had done it. The Princess of Love, Mi Amore Cadenza, or just Cadance as she preferred. He knew something was wrong the moment he laid his attention on her. Not that there was much to look at except her power and astonishing beauty. Looking at her aura was enough for him to know she was happy, her husband was an ideal catch, and there was nothing she desired more than helping others. And yet, seeing her finally revealed him something about his past.

And he felt… not anger, as he wished and thought he’d feel towards the one who had imprisoned him. Loath as he was to admit, a part of him had always screamed that he deserved it. That it was his apt punishment for stupidity.

“Heh, now I know why,” he said to himself before chuckling, watching from the tree branch he was perched upon watching ponies and other creatures go around the village. “Perhaps I should be thankful it happened? To know I used to be one of those spirits? Disgraceful.” Phasing through the branch, he landed taking its selected corporeal form, that of his liberator and ‘brother’, Spike.

He watched with a wide smile as Spike and Twilight walked hand in hand, their tails intertwined walking next to Cadance and her husband. As he watched them, he stared at Cadance who, for a moment, seemed to suffer some kind of discomfort as she stopped suddenly to gently grab her head. Concealing its presence so that not even Spike could see him clearly, he watched her look around for a few seconds nervously.

Against his best logical thinking, something urged him to break his concealment just long enough for him to wave at the Princess of Love and give a quick, yet thankful bow. He smiled when he saw her eyes brighten at his action. Suddenly, his smile drops as he sees another spirit approach her from behind.

Rushing forth without a second thought, it closes the distance between them in an eyeblink and grabs the other spirit, yanking it away from her just as it was about to cop a feel. With practiced ease, he dispelled the opposing spirit, sending it straight into the Beyond. Standing next to her, he smiled at her again.

“Thank you,” Cadance said.

“Why does he kinda look like me?” Muttered Spike at Twilight’s ear, his eyes looking up and down the featureless doppelganger, but she just shrugged equally surprised.

“What was it, honey? A spirit again?” Shining asked, seeing his wife staring into empty air.

“Something like that. You can go ahead, this is a bit private,” obeying her request, they left her with him for a moment. “So… no hard feelings?”

“No hard feelings, Cadance,” he said with a nod. Then, he grinned playfully and his arms extended to her chest. Under her dress and bra, he pressed and flicked at her tender nipples. “And no hard nipples!”

Cadance giggled, swatting away his hands playfully. “Don’t do anything reckless, alright?”

“No promises!” He said before floating away. “Now, have a good night, Princess.” And with that, he left her be, flying off to return to his patrol. As luck would have it, he spotted the perfect specimen in need of his aid. “Zephyr Breeze, eh?”

Chapter 1 End.

Author's Note

Special thanks to anyone that read this!

Somnambulism

“Whoa!” Zephyr Breeze exclaimed, unable to control his body properly as he floated in the air. As a pegasus, he was no stranger to parting with the ground. Doing so without moving his wings was an entirely new experience for him. “This is like, totally rad and terrifying at the same time! What’s going on!?” He screamed while trying to swim or fly away, but only managing to go nowhere fast. The worst part was that he was floating over his body.

His visible, unmoving body.

“I’m too handsome and macho to die young!” He cried out, his hands phasing through his body harmlessly as he tried to return. “I dunnwhanna die a vehrgean!” He blubbered louder. In his desperation, he desired to move, focusing on it intently. Thus, he moved forward, nearly launching himself out of the house in the process, but he had done it. “W-Wha--?” He mumbled confusedly. He tried to move again but to no avail. In a rare moment of wisdom on his part, he stopped flailing uselessly. It was clear to him that the laws of motion had changed sometime in the past ten minutes.

“Alright… alright, Zephyr, you’re the stallion! Calm down, this isn’t the time to cry for mommy,” he mumbled weakly. “You just… you just gotta figure out what the hay is going on and what you did to move, hehehe… easy!” He gulped hard, unable to contain his nervousness.

It took him several minutes of experimentation, frustration, crying, and complaining until he started to figure out how his new reality worked. “Sooo… moving normally doesn’t work… I just gotta focus real hard on what I wanna do,” he muttered, floating near the ceiling with half his body sticking out of the house. Discovering he could phase through objects like that wasn’t a pleasant experience.

Focusing on wanting to move towards his body slowly, yet another lesson learned quickly, he moved at his usual walking pace until he was on top of it. Wanting to stop, he came to a halt and tried to get inside his body, but to no avail. Sighing in frustration, he crossed his arms trying to figure out what he was going to do now.

“I’m telling you, Fluttershy. Zephyr can be so darn annoying!”

The voice of his beloved Rainbow Dash reached his ear a moment before the door swung open. Walking through the doorframe he saw his big sister, Fluttershy, followed by Rainbow Dash.

“Ugggh, really? Didn’t he say he was going to party with his friends or something?” Rainbow exclaimed upon seeing his body peacefully sleeping on the sofa. “Cuz I’m not going to help you move him.”

Fluttershy sighed, shaking her head slowly. “He must’ve come home after bumping into us in the town square. I feel bad for my brother, I really do. I just hope he understands that you don’t like him and that you won’t be a thing, like, ever.”

“W-Whaaaat?” He mumbled, not wanting to believe what he was hearing. “But I’m, like, the model stallion! And she’s been doing so much to impress me!”

“Bwa-ha! Tell me about it. I hope he does because I don’t want to kick his ass until he understands there will never be an ‘us’ and there never has been. I’d rather lose my wings than give him a chance,” Rainbow replied.

Zephyr could only stare as the two mares closed the door and made their way up to his sister’s room. He couldn’t really listen to what they were saying anymore, not after discovering that horrible truth. As much as he wanted to dive and thrash around in self-pity, something deep inside him clicked. He was sad, yes, but it wasn’t a crushing one that rendered him broken.

“Somehow…” he started. “...I’ve always known? But come on, who wouldn’t want to be with me? I’ve been saving myself for Rainbows all my life because I’ve always known she’s in love with me! R-Right?” Silence met him, only his light snoring and the incomprehensible chattering of the mares upstairs filled the void. “This must be a nightmare… but-” he tried to rationalize. “-seeing my own body like that kiiiinda kicks it outta the water. Dang it!” He cried, throwing a fist around only for it to collide against the frame of the sofa. It was a weak smack, but he had touched it.

“...oookay?” Retrieving his hand, feeling no pain and no anything really, he tried touching the sofa again only to phase through it. Returning to his experimentation, it didn’t take him long to figure out that he could actually touch things if he focused hard enough on wanting to touch them. It took him around twenty minutes to take a handle of his body. He couldn’t return or touch his body for some reason, but since it was still breathing, he didn’t mind it. Once he could move about freely, he pondered his options.

He could either go outside and try to figure out what was going on. “Or I can stay and have a little fun?” He said to himself, grinning from ear to ear. Floating through the air, he went upstairs until he could hear their voices again. Ignoring their chattering as he approached, he snuck his head through his sister’s door. “Sweet Curly Manes!” He exclaims after what he sees.

Both Rainbow Dash and Fluttershy are changing and are completely nude. As expected, Rainbow’s physique is quite lean and petite, her breasts are small and she is fit, with respectable muscles and the frame of a true athlete. On the other hand, Fluttershy is voluptuous, blessed with natural beauty, big, juicy breasts, and curves all over her body.

“Of all the mares I was thinking about, I never guessed Spike would go for Twilight. I mean, aren’t they like siblings? Or did I miss something there, Flutters?” Rainbow asked, catching a shirt Fluttershy tossed her.

“I’m as lost as you are, Rainbow. I really, really hoped Spike would gather the courage to ask Rarity out. Something must’ve happened between them… or maybe they already saw each other like that?” She pondered.

“Beats me. But you know what? I’m happy for them. They look so awesome together, even Shining Armor doesn’t mind!” Rainbow declared happily.

“How about you, Rainbow? Do you have your eyes set on a stallion or a mare?” Fluttershy asked.

“Anyone but Zephyr. I mean, he’s not really a bad guy, but he’s not my type. Plus, he annoys me to no damn end,” Rainbow chuckled.

For just a single moment, Zephyr thought about pulling out, to leave them be and wait out whatever was happening to him. Then he swatted it aside. “Weeell, Rainbows. If I can’t be with you, then I’ll have some fun on my own!” Closing in on Rainbow Dash, he reached out at the same time she put on her shirt. The moment went by fast but he’d managed to grab her breasts and give them a nice squeeze before phasing through her body.

“Brrrr! Outside’s colder than I thought. Felt a cramp on my tits just now,” the prismatic-maned mare commented.

“Want me to close the window?” Fluttershy offered.

While they were getting ready for bed, Zephyr stared at his translucent hands and smiled. He had felt the warmth and softness of his beloved Rainbow Dash. Seeing her bare was already more than he’d ever hoped for, but to touch her and get away with it? That was a hundred times better. Looking back at them, he smiled and wondered just how much he could get away with. For now, he decided to watch them and practice. Now that he knew how to move and how to touch things, he needed to get better at it.

About an hour passed until the girls fell asleep after chatting and doing their manes. Now fast asleep and with a whole hour of practice under his belt, Zephyr moved effortlessly without having to focus on it. Another cool trait he found he had was that even though the room was partially in darkness, he could see perfectly and in great detail. So, going straight for Rainbow wasn’t an issue. He quickly but gently removed her covers and pulled up her shirt to reveal her modest-sized but inviting pair of tits. The same pair he’d fantasized with for years.

He grabbed them softly, squeezing, and kneading them with longing desire. He sighed in satisfaction for finally having achieved this much with his crush.

“Mmmffmmmmm--scord… T-Tickles~”

The mumbling rant of his sister distracted him from his task and found himself hypnotized by the rising and falling chest of his big sister. Growing up, he’d seen her breasts a few times by pure accident and he’d always found her as quite beautiful. Not like his Rainbow Dash, but he had to admit she was quite the eye-catcher.

“Eeeeeh, screw it. Who’s gonna know?” He said to himself before releasing Rainbow’s breasts. “I’ll be back in a moment, Rainbows. I gotta go do some in-field testing with my grabbers first~” he chuckled lecherously as he approached the yellow-coated mare. “Heeeello, big sister!” He announced as he pulled down her covers which made her giggle and blush.

“Nuuuhhh…” she mumbled.

“You really are big where it counts, ain’t ya sis?” He asked in a semi-mocking tone. Pulling up her baggy shirt, he came face to face with her bountiful breasts. Feeling his cock throb, already hard from his previous playful encounter with Rainbow, he reached out to grab the two fleshy bags tempting him to do it. He grabbed them both at the same time, his hands and fingers molding the flesh but never sinking into it. He rejoiced in the feeling, the warmth, and how right it felt to do something so wrong.

He squeezed and groped, milked and massaged the two great orbs. His fingers played with her pink nipples, puzzlingly hard despite how warm she was. She moaned and stuttered in her sleep, half calling a name over and over again and giggling from time to time. “Well, well, weeeeeell~ Who would’ve guessed my sassy sister to be a horny minx?” He chuckled as he pulled at her nipples, twisting them around softly to avoid waking her up. Nearly satisfied with his indulgence, he pressed her breasts together so her nipples touched and then sucked on them. “MmmmMmhhhmmmhmmmHHHMM!” He moaned loudly as she sucked and lapped at the two hardened mounds of flesh.

Letting go of her now that his perverted curiosity was satiated, he returned to his true objective and receptacle of his affections.

“I can’t believe what you said about me, Rainbows. We were meant to be. We belong together as bananas and cream belong in a split! But if you’re too blind to see that, then I’m fine with that, it’s cool, it’s cool. I can have you all to myself and you won’t ever know it! But you’ll be mine for as long as I can get this to happen or just for tonight if nothing else, how you like it now!?” He said loudly, knowing they couldn’t hear him and that he was safe.

With a final guttural chuckle, he returned his hand to work on Rainbow’s tits. The comparison was immediate. Fluttershy’s were much bigger, softer, and perkier. Rainbow’s were a little bigger than a complete handful, her nipples weren’t as big, and they were more rigid thanks to their owner’s athletic lifestyle. Yet Zephyr found them much more enticing than that of his sister’s, though he’d make regular visits to fondle her every now and again.

After a few minutes of playing around with the cyan mare’s tits, he moved in closer to suck at her nipples one at a time. As he focused on sucking on one nipple and playing with her other breast, his free hand moved down caressing her body. He touched her well-toned belly, her slim waist, firm hips, until he touched her panties. Without thinking it twice, he lowered them to her knees. He then started to tease and explore her crotch, his hand trembling with anticipation and elation at finally getting in between her legs.

“G-Goodness gracious, this is what a mare’s pussy feels like?” He mumbled as a finger managed to enter Rainbow’s tight canal. “Or are you just imagining it’s me loving you, Rainbows?” He asked in the suavest voice he could muster.

“Mmmpphhh!” She moaned loudly, her pussy squirting some of her nectar out.

“I thought that was only in pornos,” Zephyr blurted when he saw it, then smiled widely. “See, Rainbows? I could make you the happiest mare in Equestria. I know, I know. You said those mean things because you can’t handle anyone knowing how much you dig me, but you won’t have to worry anymore. It’ll be our romantic secret~”

“Hey, I have an idea, Rainbows,” he said before moving on top of her, using his hands to spread her legs apart. “Why don’t we make it official? You, me, happily ever after and all that?” He asked as he guided the tip of his throbbing member to her wet entrance. His smile widened, savoring the moment of his most perverted and wanton dreams finally coming true. He pushed inside her folds, spreading her entrance to accommodate his size.

“H-huh? The hay is going on?” Rainbow muttered in between moans, waking up groggily.

Zephyr watched her half-lidded cherry-colored eyes, unfocused and confused to what was happening around her. Before she could realize how naked and vulnerable she was, not to mention the compromising position, he let go of the breast he was squeezing to push her shoulder against the bed, pinning her down. Then, she thrust inside her. Without friction or a semblance of resistance, he slipped into her tight canal in that single push nearly reaching her innermost wall as their hips met.

“Fuuuuccckkk! GGAHHHH!” Rainbow screamed, her eyes shooting open in an instant as her sleepiness was kicked out of her mind, replaced by a new kind of pain she had never felt before. Gritting her teeth, she tried to jump out the bed only to find some invisible force pushing her down.

For his part, Zephyr nearly lost control as an unimaginable pleasure filled his senses. Her tightness, warmth, and look of confusion, terror, and desperation in her eyes filled him with a joy he never thought could exist. Looking to her crotch, he could see her vaginal folds forcefully parted to accommodate his pecker. He could almost feel his heart beating faster than ever when he saw the blood streaming out of her pussy, mixing with her juices and pooling onto the bed sheets.

“Rainbow Dash!?”

He glanced at his sister having so rudely woken up by Rainbow’s cry. He smiled wickedly seeing her distraught expression. “I’m not so little anymore, heh, sis!?” He cried, pulling his hips back before driving his dick into Rainbow’s pussy again.

“FUCK!” Rainbow cursed. She began throwing punches blindly, but hit nothing. “W-What the fuck is goiAAAAAHHH!” Came her scream after another hard thrust. She thrashed violently against whatever was holding her down to no avail. “Oh gosh… oh no.. oh noononononono!” She began to repeat over and over again, her bravado fading as fear grew like a cancer inside her.

“Zephyr! Zephyr, get over here! Help us!” Fluttershy cried out desperately as she moved next to her friend, swatting her arms around in a forlorn attempt to make whatever was raping her go away.

“S-Stop, please!” Rainbow pleaded, tears forming in her eyes. “I-I don’t like this!”

“Well, how does it feel now, Rainbows!? I felt the same way when I heard you say those awful things about me!” He yelled while giving hard thrust after hard thrust. It only took a few moments for Fluttershy to give up and rest her head on Rainbow’s belly, crying her heart out to offer some support. “Guess what? I’m gonna do it until you like it!”

“ZEPHYR, where in Tartarus are you!?” Fluttershy cried out.

“H-HELP! Zephyr! Anypony!” Rainbow shouted, finally giving into terror; tears streaming down her eyes in shame, anger, and pain.

Upon seeing her crying, he couldn’t help it. He laughed.

*************************************************

“How much longer is he going to take?” He muttered as he floated a few dozen meters away from the cottage his possible companion laid. Patience was a trait he’d gained over the years, but this was getting ridiculous.

He had watched Zephyr Breeze walking alone, recently rejected, and foolishly trying to reason with himself that it was a joke or some misunderstanding. But he could see his hurting, aching heart (not to mention feel his underlying restrained lust) and decided to aid him. His loneliness beckoned to him; understand that awful feeling. He moved in to grant him a simple gift and a test: astral projection.

There were many dangers out there for someone uneducated or weak in the ways of the paranormal, but with him at his side there was nothing to fear. All he needed to do after following him to the cottage was wait for his blessing to make him fall asleep and for him to wander outside to greet him. A simple plan with a simple start. After that, he would teach him to use his abilities, maybe share some of his powers and wander through the nights, testing him to see his true nature and forging a friendship.

“A companion. Maybe, if everything goes right… perhaps even a friend,” he sighed. “But why is he taking so long? It would take a dimwit less than an hour to figure out how to move at the very least.” He protested with a hint of annoyance, but went back to waiting. After a few more minutes, it happened. He felt it before he heard it.

A rush of anguish, despair, and fear mixed with lust, pain, and a slowly but growing dark intent. Next came the screams belonging to two fearful mares. Extending his arms wide, he created a dome around the cottage to prevent anything besides him from exiting or entering. He flew towards the source of the screams to find a ghastly scene.

Zephyr Breeze, the stallion he had taken pity upon and saw as a potential companion, was using his borrowed abilities to rape and have his way with the cyan mare. He could also see some residue on his sister’s breasts to denote what he had done so far. For the next couple of seconds all he could do was stare at the scene. Then, he frowned and showed his fangs. Landing next to the unsuspecting Zephyr, safe in the fact he wouldn’t be able to see him unless he allowed it, much less so fight against him, he stared at the despicable stallion with disdain.

“So this is your true self?” He said, startling Zephyr. With a twirl of his finger, he immobilized the pegasus stallion, forcing him to stop and putting him under his control. “I give you power, and this is how you use it?” He asked, his voice icy and filled with barely-contained rage.

“W-What’s going on!? Who are you!? Where are you!?” Zephyr asked as he entered into a panicked state, unable to move more than his head. “Dang it! Why can’t I move!?”

He snarled, leaning down until his face was a mere inch away from Zephyr’s. “A lost soul needs no appellation, Zephyr Breeze. As for where?” He chose that moment to manifest to him. “Right here.”

“GGAAAHHH!” Zephyr screamed in shock.

“I-It stopped, Fluttershy! Run! Go get Zephyr! Wake his lazy ass! M-Maybe I can hold it off until you come back or go for help!” Rainbow Dash shouted.

“I’m not leaving you, Dashie!” Fluttershy replied, hugging her tighter. “ZEPHYR! ZEPHYYYYR!”

“Do you hear that? They’re calling for you to help them. Just imagine how they’d react if they knew the truth,” he sighed, ending his manifestation. “This is not what I wanted, Zephyr Breeze.”

“Y-You know who I am?” Zephyr asked, relieved to not see the monstrosity anymore but still unable to move.

“I thought I did,” he confessed. “A lonely soul trying his best to get the affection of a mare that will never love him. A simpleton with good intentions at best and an opportunistic idiot at worst. But this?” He snarled, the temperature of the room dropping a few grades. “You’re lucky you’re a mere astral projection, Zephyr. Else I would’ve dispelled you into the aether the moment I came into the room.”

“D-Don’t be a fool, Fluttershy! Just go! GO!” Rainbow pleaded and Fluttershy clung to her tighter.

“See that?” He asked, forcing Zephyr to look at the girls. “That’s what I wanted to achieve. A bond of friendship or at the very least a sense of camaraderie. Loneliness is a pain you cannot fathom, Zephyr. When I saw you, I thought you’d be a good companion for me. Unfortunately, your biggest talent is your ability to disappoint!”

Zephyr couldn’t believe what he was hearing. Worst of all, he knew whatever entity was talking to him was telling the truth. Why would something so powerful need to lie. But in his voice was something else. A stinging pain he’d heard in the voices of his parents, sister, Rainbow, and his scant friends. The pain that he had let someone down because of his selfishness yet again. “What… are you going to do to me?”

“As I said before, you’re lucky to be astral right now, Zephyr. I could always go downstairs and kill your body,” he manifested only after the look of abject horror reflected on the pegasus’ face. “But I am no murderer,” he waited a moment to see hope flash across Zephyr’s face.

“C-Cool! Yah know, killing is bad! I… I won’t ever do this again! How’s that sound? I promise that I’ll never use this power again for my needs, heeeeey? Buddy? Chum? Amigo?”

He smiled, willfully transforming his face into one that could only belong to a lich. “You’re right on that point, Zephyr. You’ll never use the power I granted you again. However, your acts will not go unpunished. After all-” returning his face to normal, he faded away slowly. “-I’d rather teach you a lesson.”

“Teach… a… lesson?” Zephyr finally asked after several seconds of incoherent mumbling while Rainbow moaned and groaned in protest and Fluttershy cried on her stomach.

“Like so,” floating behind Fluttershy, he ensnared her and picked her up.

“R-Rainbow Dash!” She cried out, terrified.

“You idiot! That’s why I told you to leave me here!” Rainbow cursed, crying harder than when she was being actively raped.

“W-Wait! That’s my big sister! Leave her alone!” Zephyr protested.

“In the same way you left Rainbow Dash alone?” He asked before tearing away her shirt and panties. Picking her up so she dangled in the air, he forced her legs apart, exposing her privates to them. Hands immediately latched to her breasts and began fondling them, pinching her nipples. “I think I’m gonna enjoy this~”

“You can’t do that!”

“Why not?” He countered. “You’ve always wanted Rainbow Dash, and now you’re balls deep inside her. Wish granted, buddy! That reminds me,” he waved an unseen hand at Zephyr to change up the paralysis spell. “There we go. I can’t be the only one having fun. Go on, make your dream a reality.” He spat.

Zephyr struggled against the invisible force now moving his body against his will. No matter how much he focused or tried to stop, he couldn’t. Watching his big sister floating in the middle of her room, naked, powerless, frightened out of her mind, and about to be raped by a being he couldn’t see and that they didn’t have the luxury to even hear broke his heart. “Please… please stop… I beg of you… stop…”

“Why should I do that, Zephyr!?” He shouted back, ramming a cock inside Fluttershy’s cunt.

“AAAAAAHHHHHH!” Fluttershy screamed, her whole body trembling as droplets of blood stained the floor below.

“Fluttershy! RRRAAAAGGGHH! You--You!--YOUUUU!” Rainbow shouted as she thrashed about, trying in a futile attempt to free herself from her captor to aid her friend. “LEAVE HER ALONE! S-She wanted to give her virginity to someone else!”

“Were you doing the same, Dashie? I’m so sorry that you’ve been robbed of that pleasure. All because some idiot couldn’t control his impulses. Watch closely, Zephyr Breeze. Look what you did,” he said, manifesting again.

“AAAH!! GAAAH! AAAHH! N-NOO! NO! PLEASE! S-Stop! Stoo-oo-ooo-oop!” Fluttershy implored, crying openly and moaning loudly with each thrust. Both Zephyr and Rainbow could see the bulge that formed on the yellow-coated mare’s flat stomach with each strike; each one chipping away at the pegasus’ will as she was brutally broken by her invisible assailant. “GGAAAAHHH!” She screamed again as a second member entered her tail hole before being flipped around, letting all see her stretched holes being fucked.

“Y-You can’t blame this on me entirely! You said you gave me this power, this is your fault!” Zephyr shouted as his thrusts became faster.

“I didn’t force you to rape your lifelong crush!” He countered angrily, ramming Fluttershy’s holes extra hard. “Nor did I push you to molest your sister! You did that yourself because you felt powerful and thought you could get away with it. Learn your faults, chum, and see the fruits of your actions!” He snarled deeply.

“Please… please, stop this!” Zephyr begged, forced to watch as the entity manifested more hands to fondle and play with Fluttershy’s body as it pleased. “I don’t want this!”

His eyes burned red for a moment. “Neither did they, but you didn’t care! Look at your sister’s face then look down. What do you see?”

Zephyr wanted to cry, but no tears came. So, he did as told. He could barely stand looking at his sister’s pained, moaning, drooling face for more than a few seconds. He then looked down to see Rainbow’s expression. She was angry, foaming at the mouth with rage. They looked nothing alike.

Except… their eyes. Both showed the exact same fear, disgust, and insurmountable terror. Deeper still, he saw shame, repugnance, and anger.

Zephyr couldn’t answer and the spirit didn’t prod any further. The next few minutes were the most miserable of their lives. Eventually, it all came to an end as they all reached unwanted climaxes. The stallion watched the entity drop Fluttershy to the ground uncaringly and he watched his sister curl into a ball, crying and rubbing her aching, violated pussy. Everything felt disjointed and Rainbow Dash moved next to her friend, hugging her as they cried bitter tears for what had happened to them.

“Never forget this lesson, Zephyr Breeze,” he said floating up to the stallion’s face. “I know I won’t. Begone.” With a final slap across his face, the astral projection vanished. Sparing only a moment to take in the aftermath, the spirit cursed. “Dammit.”

Flying through the roof, he watched the nearby Ponyville falling into a slumber. “What was I thinking?” He asked no one. “Since when have I been so naive?” Staring at the moon, he continued. “Did I allow desperation to cloud my thoughts?” He questioned himself. Thoughts of Spike came to him. Unlike Zephyr Breeze, Spike would make an ideal companion and a true friend. His willpower and convictions were strong, his lust was great like his own, but he knew restraint and knew his boundaries. And with his sense of justice and beliefs in friendship, he would make more than a suitable partner in both righteousness and naughtiness.

He was about to turn his attention towards the castle when he stopped himself. “No. It wouldn’t be right to interrupt his happiness,” he sighed. Out of respect, he avoided taking a drop of Fluttershy's energy, although he knew he’d need all that he could get. Extending his arms and ethereal wings, he focused on the world around him and felt his energy swirling wildly. Suddenly, everything stopped and was frozen in time.

He then clapped his hands together creating a shockwave. Around him, everything was a blur. It lasted for a few seconds, but when it ended the cottage was in darkness. Flying towards the illuminated town, he quickly found his target.

“Hey, Rainbows!” Zephyr called out. “The mare that I wanted to see!”

Rainbow Dash was having a nice dinner with Fluttershy when he approached. She didn’t hide her annoyance and groaned. “What do you want, Zephyr?”

“Why don’t you--” suddenly, he froze and a moment later he began sweating cold. Visibly shaking, he coughed and then pressed on. “S-Sorry about that. Listen, Rainbow Dash… I’m sorry.”

“...Come again?” Rainbow said, flabbergasted.

“Huh?” Fluttershy blurted.

“Yeah… I’m sorry. I know I’ve always been a hint pushy and maybe slightly annoying here and there, but I’m over it now. I just… I just wanted to tell you that I won’t be bothering you anymore, okay? Besides, I don’t have the tiiiime to pursue romance when so many poor manes need treatment! Well, I said my piece, enjoy your meals! See ya tonight, sis!”

“I must be dreaming…” Rainbow chuckled a few seconds after Zephyr left. “It… it has to be too good to be true, right? I mean, I can’t finally be rid of him… just like that.”

“...Go with it,” Fluttershy shrugged, popping another meatball into her mouth. “Trust me, I’ve seen stranger things happening around Discord’s house,” she remarked with a smile and a blush.

Nodding to himself, he floated away from the scene. Reversing time took a lot of energy, so he would need to lay low for the next couple of days before trying to do something of that magnitude. Unlike going to the past, temporal reversal only worked for a set amount of time at a steep cost. Fortunately, he was more than capable of sustaining the strain of turning back time around three hours and ensuring Zephyr Breeze wouldn’t forget his lesson. “At least there’s one less douche in the world.”

Floating high above Ponyville, he affirmed his choice. “This power is too dangerous to share. Better to work solo. Thanks for the lesson, amigo.”

Chapter 2 End.

Author's Note

Special thanks to anyone that read this!

Lucidity

Darkness… there was only darkness around him. Him? Yes, him. If nothing else, he knew that to be true. It was so strange to feel loose as though set free, yet find himself devoid of any vision or purpose.

“Pur… pose?” He mumbled, his eyes blinking open as more and more senses came to him. Memories not his own, scenes of a life, the life of his vessel! His prison!

From the shadows of a certain room in a certain crystal castle, unseen and unheard, tendrils manifested from every corner. The shadows slowly coalesced as the temperature dropped enough to create an umbral crust of ice across the floor. They swirled and moved like goo at the same time, eventually taking a singular form.

The only form he knew.

“I’M FREE!” He shouted, toppling random objects through the sheer force of his completion. The memories of his vessel threatened to overflow, but he narrowed his focus on those that beckoned to him. Accidental and purposeful groping, naked mares, stolen panties, pantyshots, mares in bikinis, and of sinfully decadent heavenly breasts.

“I’m free! H-How can this be!? Was that twerp really so powerful to be able to manifest me after...” he stopped himself upon realizing, “he expunged me.” He took a deep breath out of instinct as opposed to necessity. The heavy aura and deep-seated spiritual energy permeating his old vessel’s room were easy to sense.

“I should have faded into oblivion, but here I am. For a dragon, his greed was overshadowed by his inner lust and secluded spiritual potential. But it is strange… I can’t seem to remember what split me away?” He mused for a moment, but chose to discard that thought. “Eh, who cares? What matters is that I’m free! I can move, think on my own, and finally do everything that spineless coward never could!”

He moved around the bedroom for a couple of minutes, pondering what would be his first action now that he was free. Images of Pinkie Pie and her usually braless bouncing came to mind, followed by the fit and always friendly Applejack needing to relax after a day of work. He also thought of Fluttershy and her big, squishy breasts that had brushed against the face of his vessel several times. Rainbow Dash came as a distant but viable option, he didn’t feel any ill-will towards her but some vindictive payback for all her pranks felt suiting. So many mares and so many options presented themselves to him until his mind came to a sudden halt.

He smiled, cold and icy energy seeping through his fangs. “Of course, there’s no other option, right?” He said, turning to face a picture of Spike along with the six mares resting on a counter. “Chivalrous little fool! I will not be bound by your fetters, my vessel. You are unworthy of your name. You’re not Spike, I am Spike! Or rather, I shall become the Spike you could never be! I will not live under the shadow of others anymore, I will rise and enjoy my existence as a true dragon would!” With a wave of his hand, the picture fell down. “And who better to start my liberation party with than Rarity herself? You desired her more than anything and yet you simply settled for Twilight when you could easily have them all? Pathetic.”

With a laugh, the perverse Spike moved out of the bedroom and flew into Ponyville with a singular goal in mind. It took mere minutes to arrive at his destination, though that was mostly because he stopped several times to admire several mares and add them to his list for a later visit.

Phasing through the entrance door of Carousel Boutique, he quickly found his objective: Rarity. He stopped in the middle of the boutique in order to admire the curvaceous beauty of the fair-skinned mare wearing only a skimpy skirt, a loose shirt, and a measuring tape draped across her neck. She was moving her hips rhythmically at the sound of some music as she worked on a dress.

“Another late-night work, eh, Rarity?” Spike chuckled, crossing his arms as he began to float towards and around her. As he was about to reach out to grab one of her hanging, swaying breasts, she straightened herself and hummed.

“No… this won’t do at all. I need some more amethysts, I think, or perhaps jaspers? But If I go for jaspers then I’ll need to change the stitching too. Yes, definitely amethysts!” She decided.

“On it, Rarity!” Spike replied, saluting the mare before moving towards her gem chest, opening it, and then taking out several amethysts of various sizes. With a plentiful bounty in tow, he moved them back to Rarity, putting them on the adjacent table alongside all sorts of materials. “Here you go, my lady.”

“Why, thank you, Spike! You truly are such a charming gentledrake and--...” she cut her praise before putting a hand against her forehead and shaking her head slowly. She let out a sigh and then a chuckle. “Silly Rarity, you’re thanking Precious Scales again,” letting out another sigh, she picked one of the gems with a hand. “I do miss my Spikey-Wikey, but he’s a grown dragon now and he’s with Twilight! I s-shouldn’t be jealous of their relationship… especially after leading him on for so long…” shaking her head rapidly, she returned to her cheery attitude. “No, no, no. There’s no point in dwelling on the past like that. What’s been done has been done and that’s that.”

Setting the amethyst in place, she moved to grab another when she stopped again. “...how strange… I don’t remember using my magic to bring them out of the chest. I must be more tired than I thought!” Letting out a short giggle, she continued on her work.

Spike, however, stared at her through the entire ordeal. As she went to grab a third gem, he groaned. “Uhhhhgggg, I can’t believe I did that! Come on, Spike, you’re not trapped within that spineless lizard anymore and you’re not him! Get a freaking hold of yourself!” He slapped himself as if to bring back his senses, but there was no pain attached to it so it ended up achieving nothing. Frustrated, he tried to reach out for her breasts again, but was again stopped, unable to continue. With a snarl, he pulled it back. “It seems I’m still somewhat influenced by that loser’s petty morality, eh?”

“Heeeeeey, Rarity, I’m going to do the laundry! Got anything there to wash?” The voice of Sweetie Belle rang from across the room and, true enough, said mare appeared a few seconds later carrying a small basket filled with dirty clothes. “Wow, is it just me or is it chilly here?”

“I think that might be just you, darling. I’ve been here for quite a while and don’t feel anything,” replied the fashionista.

For his part, Spike stared at the newly arrived mare and close friend of his vessel. The years had been kind to her and it showed. She had the same if not an even better killer-queen body than her sister and was alluring to boot. She lacked Rarity’s high-class femininity, yet made up for it with natural charm and a more down-to-earth personality.

“You have a point there. So, you got anything or not?” Sweetie pushed the basket up a little.

“I believe this needs to be washed,” Rarity replied before taking off her shirt revealing her breasts clad in an elegant black bra. Using her magic, she handed it to Sweetie Belle and she continued her way towards the laundry room.

Spike smirked upon seeing the two great fleshy orbs that had been the subject of many nights and dreams of his former vessel. “Damn, Rarity, right in front of me? Are you that eager to have some fun, babe?” He joked as he moved closer to her, reaching out again and this time without hesitation. He put his hands under her hanging orbs and cupped them; his smirk turned into a wide smile upon witnessing his success. “I have surpassed you, unworthy vessel~.”

Rarity shivered a moment later. “Brrrr, I think Sweetie was right. It certainly feels a bit more wintry now that I took off my lazy-shirt. Oh! That reminds me. SWEETIE BELLE?”

“WHAAAAAT?”

“Do you still want to see a movie after we’re done?” She yelled in a more measured tone.

“Of course! Which one do you want to see?” Sweetie Belle replied from the other side of the house.

While they began discussing what movie they would watch, Spike got to work. He really didn’t want to ruin the moment, not after finally being able to fulfill his desires. Plus, he also wanted to play with her for a while and see how much he could get away with. So, he contained his burning lust and limited himself to run playful touches all over Rarity’s exposed body.

He caressed her thighs, gave weak gropes across her butt and tits, ran his fingers all over her belly, waist, cleavage, and the valley of her breasts. He delighted himself with every shiver, every moan, and every little twitch she let out, no doubt thinking it was the cold getting to her and playing tricks on her mind. After a few minutes of playing, he felt encouraged enough to do something a little more daring. Reaching once more for her breasts, he made himself intangible with the sole exception of his fingertips. Phasing through the fabric of her bra proved easy enough in order to reach her purple, sensitive nipples.

With a flick and tug, Rarity pulled up, confused. Then he gently pinched them and gave both a nice twist, followed by a whack against one of her buttcheeks.

“Ahhhh!” She stammered and took a step back. She looked around only to find no one. Then, she pulled her bra and looked down to see her nipples had become erect. “Oh my,” she muttered, blushing slightly. “It seems I’m more stressed than I thought. My body is starting to play tricks on me,” turning to the dress, she took off the measuring tape and hung it across the mannequin she was using as a model. “Hold it for me until tomorrow, will you, darling?”

Spike watched Rarity leave towards the kitchen and decided to molest Sweetie Belle now. He was a gentledrake, after all, and gentledrakes always played fair. Moving through the house proved to be a trivial task (his memories supplied plentiful information for him to tap into) and soon he arrived at the laundry room where Sweetie Belle was humming as she sorted the clothes. He stopped to admire the mare for a moment and bask in her panty-clad glory. Just as he was about to move forth, she turned around and stepped on a small pile of stockings and garter belts; she had her hands full and the sudden shift of balance made her trip over.

“Gaaahh!” She cried out as she fell, sending the bras and panties she was carrying all over the place. Thankfully for her, that allowed her to catch her fall and stop herself from hitting the floor face-first, at the price of sticking her ass out.

“Bwaaaahahaahaha! Clumsy as always, Sweetie!” Spike laughed. “But damn is the view to die for!” He exclaimed at the same time he began approaching her. Glancing around, he saw the bras and stopped. They were all marked, as to not confuse which belonged to whom. What made him come to a halt was seeing that every bra marked with Sweetie Belle’s name was an entire cup bigger than Rarity’s already prodigious bosom. “No way that’s true…,” he muttered before resuming his stride.

“Watch your step, Sweetie. You nearly fell in a hole this time, Sweetie. You just stepped on a manticore’s tail, Sweetie!” She said in a playful yet angry voice in her best imitation of Scootaloo. “Well, excuse me, Scoots, it’s not my fault I can hardly see where I step when I have two massive things sticking out of my chest that block my view!” She groaned before cupping her twin juggers only to look at them in disdain. “And how did you two get so damn big, uhhmmmmmm!? I never even drank milk!” letting out a frustrated sigh, she let go of her breasts before taking off her shirt and tossing into a pile of other shirts, revealing the baby blue bra she was using before summoning her magic to gather the clothes she was carrying and put them in one of the washing machines.

Feeling mischievous, Spike reached at her back and with a twist to the bra’s latch, it snapped off making the girl groan again.

“Sure, why not?” She muttered before grabbing and then tossing them into the washing machine along with the others.

Spike floated upside down and phased right through her stomach, taking a moment to admire the simplistic beauty of her large mammaries swaying about with each of her movements. He whistled producing a wave of chill to strike her pink nipples, making them erect and hard much to her great annoyance. “Damn, she really does have bigger tits than Rarity. They’re around the same size as Pinkie’s and Fluttershy’s,” he arrived at that conclusion a moment before standing up again.

For the next couple of minutes he played the same way with her as he had done with Rarity, lightly touching her skin, dragging his claws to make her think it was just the cold playing tricks on her, softly cupping her breasts even as his hands had a difficult time to fully capture the underside completely. After a few minutes, the magic washers were almost done and he felt the time was right for a small escalation to his playfulness.

Moving in front of her, he groped her breasts for a second, making her shiver and jump back at the sensation before leaning forth to give one of her nipples a hard, quick suckle.

“It’s even colder than I thought! It feels like my nips are about to fall off,” she protested before shivering and hugging herself to keep them warm. With a chime, the washing machines stopped and she used her magic to quickly fold the clothes and properly separate them. From one of the machines she pulled out her previously discarded shirt, now clean and thankfully dry (if a bit wrinkly). With a shrug, she put it on and then left the laundry room to make her way into the living room. As she entered, she nearly stumbled against Rarity. “Oh, sorry, Rarity. I’m done with the laundry and left it all to be ironed tomorrow.”

“And your lazy-shirt?” Rarity asked, raising an eyebrow and eyeing the offending wrinkled piece of clothing.

“If I iron it, it loses its comfy feel,” she replied with a tiny smile. “Ah, you made popcorn!” She mentioned, finally seeing the large bowl containing the buttery and salty pieces of heaven. “Want me to go back and get your shirt?”

Rarity shook her head. “No thanks, I feel like sleeping in the nude tonight. Oddly chilly, but I imagine it’ll be quite comfortable. Mind setting everything up?”

“Don’t mind if I do!” Sweetie Belle replied.

“And don’t mind me either, ladies,” Spike said behind them. “I’ll wait a little longer before taking it up a notch.”

It only took a couple of minutes for Sweetie Belle to set everything up for the movie they were going to watch. Spike didn’t care about it one bit but he did care about the lights going off to provide them a much better experience. They seemed to have wanted to watch whatever movie was now playing on their crystalvision pretty badly as their focus was solely dedicated to it. But for Spike, it was the perfect time to strike.

“I’ve been dying to watch this movie for such a long time!” Sweetie Belle exclaimed.

“Me too, Sweetie. It’s Rara’s first role as an actress and I think she will do a fantastic job. She’s so emotional and authentic with her feelings, too!” Rarity said, clapping her hands eagerly as the initial credits and the opening carried on.

“Rara?” Spike muttered as his hands reached Rarity’s cleavage. While he pressed his finger against it, dragging his claw alongside the warm surface of her breasts, he began searching through his memories. “Rara… Rara… Why does that name sound so familiar?” He asked himself, not at all bothered that his two prizes would hear him. At the same time, he used the tip of his tail to caress Sweetie Belle’s thighs and back. He grinned widely as he watched the two mares coyly squirming, neither of them daring to move from their now-comfortable positions.

While the movie introduced some of the characters, he took the chance to touch both girls all over their bodies, not enough to warrant discomfort but enough to make them tremble a little. “Yeah, how do you like that, girls? I bet you’ve wanted to be touched like this for a long while, dont’cha, Rarity? We could’ve made our relationship work somehow, but nooooooo, you just had to be a proper lady and lead me on for years. Well, guess, what? It’s payback time and I’ll make sure you know what you lost by not giving me more than a second glance and cold, insignificant kisses on my cheeks every once in a while.”

Then, he moved next to Sweetie Belle, his arms and body elongating at his will. “And you, Sweetie Belle. The more I look back, the more it’s obvious you had a crush on me. Why didn’t you speak up? But, hey, at least you have an excuse and my vessel-- I, was an idiot chasing after a single mare. Reeeeally bad bad move on my part since you ended up having bigger tits than your sister!” He laughed before phasing through her shirt and body to admire her twin minds of supple flesh with his own eyes as they moved softly with each breath she took.

“-ducing, Note Splendor. She’ll be our undercover agent for this mission.”

“Good evening, everyone, I’m Note Splendor, now, are there any dumb questions to ask or can we get right to business?”

“Wait a moment, I know that voice...” Spike jolted up from his comfortable view to look at the screen for the first time with interest. His eyes went wide and he smiled when he recognized the face of Coloratura. “Oh, it looks like she made it into acting now,” he admired her for a moment. She looked as great as he remembered and even sexier with the officer outfit she was wearing. “Damn, Rara, you’re looking fine nowadays, and really happy, too. Good for you. Getting rid of that dick Svengallop was the best thing for you and your career.”

He watched for a few moments more, his memories supplying him with plenty of panty-shots from her during a few concerts, rehearsals, and one particular incident when he walked into her dressing room while she was changing and he got to admire her naked beauty in all her glory. He also remembered, somewhat more bitterly, that instead of screaming, she merely giggled and covered herself with a robe before a security pony came in, ready to drag him away.

“Leave him be. Spike here is my assistant for the night, courtesy of Princess Twilight Sparkle herself. It was my own fault for not notifying him to not enter,” she had said.

“But, Miss Coloratura…”

“Now now, there’s no harm done aside from a small accident. Return to your post while Spike here helps me out,” she smiled at him. “After all, what could an adorable young boy like him do to me?”

The memory faded but it left irritation. “I might have been young back then, but I’m still a dragon! I could lift a ton without breaking a sweat and I had claws and my fire! How could she just brush me away as harmless like that!?” Fuming, he returned his focus to his chosen mares for the night and his anger quickly began to dissipate. “You were all like her… pushing me aside because of my age. Even so, I was too old to relate to the younger generation. Well, guess what? Now I can do whatever I like to whomever I want!” He yelled as he gave both sisters a nice, firm squeeze on one of their breasts at the same time the comic relief character fired his gun by accident, startling his mares.

“Though it wasn’t always that bad. I got away with plenty of things. And helping Coloratura while she put on her clothes right in front of me was fantastic. She doesn’t look like she’s changed all that much, actually… uhmmm, I wonder?” He muttered before a third arm sprouted from his back. Leaving black misty tendrils as it moved towards the crystalvision, the mares were unsuspecting as Coloratura entered a building and the screen momentarily went dark. Making contact with the screen, it flickered for an instant, far too fast for the mares to notice the change.

The screen displayed another scene of Coloratura lying on a bed sleeping peacefully.

“Well, that was a tone-shift alright,” Sweetie Belle commented, amused. “I wonder if there was a time-skip or something?”

“You’re about to find out, Sweetie~,” Spike sang while at the same time he pinched one of her nipples and gently kneaded her other breast. She didn’t seem to mind much, though. “That’s it, girl, be a good mare and enjoy my touch. You’re probably used to my icy cold now, arentcha?”

As the scene progresses, the two unicorns watch as the covers atop Coloratura begin to move downward on their own, sliding slowly but without alerting the sleeping mare. Spike could feel the confusion of his two mares and suddenly, the sheets flung to the side to reveal that Coloratura was wearing a skimpy and sexy nightie. Her breasts, and nipples were almost completely exposed to the camera and the two watching mares gasped in shock.

“I-I didn’t know this was that kind of movie!” Sweetie Belle said, nearly gawking at what she was seeing. “H-Hey, sis, isn’t that one of the nighties from your ‘Nights of Passion’ line?”

“It is!” Rarity exclaimed, horrified. “Why would they use one of my creations without consulting me first!?”

“H-Hang on, Rarity, maybe this is relevant to the plot, somehow?” Sweetie Belle said, trying to find a logical answer. “Besides, some actresses have done far worse for their breakthrough roles, haven’t they? I mean, come on, what’s wrong with showing off a little, right?”

“I suppose so…,” said Rarity, giving in to her sister’s explanation.

Spike laughed. “I can’t believe you’re so gullible!” He mocked and laughed some more; his hands treading against Rarity’s body to make her shiver while at the same time increasing his groping on Sweetie Belle’s tits.

On the screen, things were progressing slowly but the two mares watched intently to what would happen next. Coloratura shifted on her sleep, mumbling something before something invisible began to cup and grope her breasts through her nightie.

“Whaaaahahaaaa!?” Rarity screamed, blushing instantly and unable to comprehend what she was seeing. Next to her, Sweetie Belle could only stare, flabbergasted. Suddenly, the groping stopped and the nightie was pulled up slowly until, with a final hard tug, her large mammaries were exposed, bouncing for a few seconds before that same invisible force began groping them again; her nipples were pulled at, pinched, twisted around, and worked as if something was sucking on them. “I cannot believe Rara would degrade herself for s-such acts of porno...gra...phy?”

Rarity stopped as her brain froze for a second at what she was seeing. Similarly to what had happened on the screen, her sister’s shirt was being lifted by some unknown force. She knew it wasn’t magic, as she couldn’t see the tell-tale aura of it. She also noticed that her precious little sister hadn’t noticed either, as she was either enraptured or stunned by what was happening on the screen.

“Sweetie Belle!” She cried out, breaking the stupor her sister was in but it didn’t matter as her shirt was suddenly yanked away and discarded, leaving her topless. What was worse, however, was that her breasts were being clearly groped by some invisible force in the same manner as in the movie. Her panic, surprise, and fear turned into fury and her horn lit up and a moment later, the entire room was washed by her magic.

But nothing happened and now Sweetie Belle took notice of what was happening to her boobs.

“Ehhhhhhh! W-W-What’s happening, Rarity!?” She cried out as she used her hands to try and catch whatever was assaulting her breasts, but to no avail. “C-Cold! Why does it feel so cold!?”

Rarity stood up and her horn flared again, but nothing happened. “T-The detector spell Twilight taught me isn’t working! Show yourself, you ruffian! Leave my sister alone!”

“Well, if you insist~,” Spike sang before unclasping Rarity’s bra, snapping off but not falling. Instead, he caught it by its straps and dangled it in front of her face, taunting her. “You know, for someone so in love with clothes, you look way better without them, Rarity!” Throwing them aside, another set of arms surged from his back in order to hold Rarity in place by her hips and to firmly squeeze her juggers. “FINALLY! After countless nights dreaming and longing for your tits, I can finally touch them, Rarity! I can do it for as long as I want whenever I want! And you won’t be able to do anything about it!” He continued to laugh while Rarity looked in horror how some intangible force was having its way with her body. Frantically, she tried to scratch at anything around her, but, as expected, it was fruitless. “Fight all you want, Rarity. The more you do it, the more I like iiiiiiiit~.”

“Help! Help! Please, somepony help us!” Sweetie Belle cried out, unable to stand up from her couch. “R-Rarity, what’s going on!?”

“I-I don’t know!” The fashionista cried. “Help us! Somepony, anypony!”

“Cry all you want, Rarity, Sweetie Belle, no one is going to come~. And even if they do, what can they do to sto--”

“Spikey-Wikey, help me, please!” Rarity cried, inadvertently cutting her unseen assailant off.

“...Now you’ve done it,” Spike snarled. By plunging a claw into their chests, the two mares stopped flailing and their voices were diminished, capable of raising their voice up to a loud arguing level instead of outright shrieking. “I can forgive many things, Rarity. But don’t you ever, EVER-” he shouted right in front of her face. “-compare me to that failure! I am what he was too afraid to be! I am Spike! The real one! And in time the only one!” He ended his speech by making her float a few centimeters above ground before lunging forth, his mouth capturing one of her nipples. He sucked on it with ravenous hunger even though nothing would come out except for the mere pittance of her succulent energy that could be extracted that way.

“L-Let me… go!” Sweetie Belle struggled to say as she tried but failed to move.

“I didn’t think this through… two mares and one dragon isn’t exactly fair,” he smirked. “Let’s level the playfield~,” with that said, tendrils of shadows emerged from his back until, just a few moments later, another Spike stood ready for action. “I’ll take care of Rarity, you go for Sweetie over there.”

“Why am I giving myself orders?” The other Spike asked, looked at his counterpart, shrugged, and went on to play with the younger mare. Straddling her, he began to suck her tits, play with her nipples, grope her larger breasts, and lick her all over just to make her shiver. “It’s a shame I can’t smell your scent, girls, but your spiritual energy is intoxicating and I plan on getting as much as I can from you.”

“A low price to pay after spending years slaving away at your feet for nothing in return, Rarity,” he continued while she groaned, mumbled, and continued to cry for help every now and then. “I already told you, it’s pointless! And now that that fucking lizard settled for Twilight, he won’t be sniffing up your panties anymore!”

With a laugh, he spread her legs wide open before taking a hold of her skirt and panties. He discarded the skirt after unhooking it, but he only made one of the straps of her panties phase through her, leaving the piece of cloth to dangle from her thigh. Another arm came forth, this time to touch her moistened pussy.

“My, how scandalous, Rarity! You’re so wet! Are you enjoying this, my dear?”

“Help us, please! A-Anypony!” She looked at Sweetie Belle only to lay witness to something dragging her panties down her legs until it was out. Whatever was doing this to them seemed to notice her staring as it floated the stained piece of cloth right in front of her before letting them fall. “W-Wait! Please, do whatever you want with me… just leave my little sister alone: I won’t try to fight back or cry for help anymore, I promise,” there was a pause and for a moment she thought it had accepted her offer.

“As if!” Spike shouted from his two bodies, the second one ramming his cock deep within Sweetie Belle’s tight birthing canal. “Why should I make a deal when I can have it all and entertain myself as much as I want!?”

“AAHHHHH!” She shrieked.

“Sweetie, nooooo!” Rarity cried.

“I-it’s coooooooold!” Sweetie Belle continued to cry. “It’s really cold! S-Stop, please! I don’t want this!” She begged but her cries were stopped by a loud and lustful moan of pleasure.

“S-Sweetie Belle?” Rarity asked, confused. “Doesn’t it… hurt?”

“N-NO!” The younger unicorn replied with a throaty moan. “It -aaaah!- it feels r-really goood! Cold, but good! B-but I don’t want this! M-My first time… I wanted to g-give my first time to my s-special somepony--aaaaaaahhh!”

Spike felt a pang of regret upon hearing those words, but as soon as the regret came it was snuffed out in favor of elevating his pleasure. “Though I believe you deserve to enjoy it as much as possible, at the very least,” he said before the second divided and formed a third one. Both bodies then picked Sweetie Belle up and held her in the air in the same position Rarity was in. The third Spike moved behind her, his hands firmly groping her ass and smacking it with playful spanks before plunging his cock up her rear hole.

“AAAAAAHHHH!” Sweetie Belle shouted , but soon her shouts turned into lustful moans of pleasure.

Rarity was then forced to watch her sister being abused by some unknown, invisible, powerful entity. She could see her sister’s pussy stretched out, her walls clenching against a strange being, her breasts groped, squeezed, suckled, played with, and kneaded as if trying to milk her. The same could be said about her thighs and her immaculate derriere. Then, her moaning became a gurgled mess when something entered her mouth only for her tongue to be thrashed around like a wet, sloppy ragdoll.

The most disturbing sight, however, was the expression of absolute pleasure on her face.

“Aaaaahhhh! C-Coooold!” She cried out as a girthy member entered her marehood. From experience alone, she knew it wasn’t a stallion’s phallus. The shape was wrong and the length, while comparable, was slightly longer. That, and every single weak point inside her snatch tingled with umbral cold, pleasurable delight. “Uuuuggghhhhh!” She cried out again, moaning and drooling as her eyes rolled back into their sockets and a second penis pierced through her rear entrance, her secret weak spot.

“I knew you were stuck up, but damn, Rarity! You may not have a stick up your ass but you sure seem to like having one shoved in, eh?” Spike mocked, four identical bodies chuckling at the same time as he began to pound his beloved Rarity. Something inside him felt fulfilled, complete. He had chased after her tail for so long and now she was his plaything whenever, wherever, however he so desired.

“This is just the start, Rarity. You’ll never be truly alone ever again. I’ll come visit you regularly. But first, I need to go through a tour of the town and visit the rest of my soon-to-be energy batteries~. Pinkie and Maud, the Apple sisters, Octavia, Mrs. Cake, Mayor Mare, Zecora. So many to choose from and all of them exquisite in their own way! Be grateful that you two were the first! Soon, every mare in Ponyville will be nothing but my property! AHAHAHAHAA!”

He laughed, long and hard. So enamoured was with his own fantasy, so intoxicated by his rising power that he didn’t notice when the girls reached a world-shattering climax almost at the same time. He drank their sweet juices and energy, greedily sucking them dry until they gave out, their minds shorted out from the pleasure they had experienced. As a final act of kindness, he deposited them on the couch in a comfortable position and let them rest.

With his victory achieved and nothing more to gain, he left.

“...Maybe… are there others like myself? It was fun… but they couldn’t hear me at all. It would seriously suck if I have this kingdom all to myself and have no one to share it with…” he muttered as each copy returned to the original body, vanishing into tendrils of black mist.

************************************************

“Compadre, amigo, partner… I know more synonyms for ‘friend’ than candidates for the position” Lone Soul muttered to himself as he floated around the town’s roads. His arms were crossed and his posture was one of deep thought, regret, and maybe just a hint of sadness. “Zephyr proved that I can’t grant this power to the living. The dead are either too weak or no better. Why should I even bother?”

Looking up the road, he saw another spirit floating about following Applejack and Apple Bloom. He was about to sigh when he took notice of its familiar appearance. “Is that Spike?” Upon approaching the dark spirit he struck up a conversation.

“Didn’t think you’d die so soon, dude. What happened?”

“Huh?” Spike stopped his stalking and turned to face the voice that called him. “What in the-? Who are you? How can you see me?”

“I thought I was the loneliest loser in this town, but then I happened upon another! Wait. If you’re dead, why isn’t the whole town mourning? You did a lot for Ponyville, you know.”

Both entities came to a solemn halt and stood on the ground. Then, Spike continued. “What are you talking about, man? I didn’t die… I think. And what in Tartarus do you mean by ‘loser’? I may be lonely, but I’m not that worthless,” he smirked. “At least, not anymore.”

“Oh, I’ve read this story! Let me get this straight,” Lone rested his chin on his fist, pretending to contemplate his next words. “The world kicked you down, but now you’re ready to make them all pay! Is that about the gist of it?”

“...Well, not exactly the entire world, but something along those lines, yes. But seriously, man, what’s up with your getup? Why do you look like me?” Spike crossed his arms, smirking. “Wait, wait, before you answer me, what’s your name? I’m Spike, but you seem to know that already. Pleasure to meet you.”

“Nope.”

“Huh?”

“You’re not Spike.”

“Of course I am Spike! What, you’re going to tell me that YOU are Spike?” With a laugh, he took a firm stance.

“If you so wish,” Lone Soul scrambled his appearance to resemble the purple dragon.

For a second or two, Spike looked at the form before him and his entire being reeled with anger and contempt. Suddenly, he split into four different bodies, all of them at the ready to attack. “Worthless vessel!” He shouted but didn’t do anything else as he stared at Lone’s puzzled expression.

“Vessel? Were you trapped in him, then? I didn’t know Spike had a personal Tartarus. Wonder what else is locked in there...”

“Stop spouting nonsense!” Spike demanded. “I am Spike! I will be the real Spike, not that cowardly lizard that had each and every of his desires at hand but was too afraid to take them!” The four bodies began to grow, not by much, but it was obvious it was an intimidation tactic. “If you’re not that worthless vessel, then who the fuck are you!?”

Simultaneously, the four bodies charged, each from a different angle and sweeping their claws at Lone and even sprouting several more arms from their backs. Then, everything stopped around him, even himself. “W-Whaaaaaat!? What’s going on!? I-I can’t move! You! What did you do!?” He asked, all eight eyes glaring at Lone.

“Look at you. Thinking you’re still a dragon as you crumple like a paper tiger. You’re just pure id. Instinct with no thought. I’d rather not stand you for a second longer. Begone!”

The false Spike cried out, hollow as the gesture was. That which had spawned from nothing eventually returned to nothing. Within moments the tainted spirit was gone and erased, returned to darkness. Time resumed its course without anyone noticing what had happened besides Lone. Sadly for him, the effort proved quite overwhelming after having gone without nourishment for quite some time.

“It looks like I need to…,” he stopped for a moment to see Pinkie and Fluttershy passing by across the road. “...replenish my strength.” He followed the two girls closely, the tainted spirit already forgotten. “Eh, besides, such a weakling couldn’t have done much damage on his own.”

Author's Note

Special thanks to anyone that read this!

Astral: Part 1

Astral

“Note to self: burnout is still a thing, apparently,” Lone Soul ruminated whilst following the two lovely mares he had chosen to replenish his lost strength. “But at least I learned what my limits are and how to not overreach my capabilities,” humming, he closed into the girls just enough to ogle, ehem, admire their attributes better, and hear clearly what they were talking about.

“-brother really did that?” Pinkie asked, surprised.

“I know, I’m as surprised as you are, Pinkie. It was honestly a bit scary,” Fluttershy replied, shuddering lightly. “I never thought Zephyr would ever drop his obsession with Rainbow Dash… I can’t help but wonder what happened to make him change his mind so abruptly. You should’ve seen his face, it was as if he had seen a ghost.”

Pinkie shrugged. “Maybe, but ghosts don’t tend to just manifest themselves at all. They like their privacy. Besides, it wouldn’t have been a ghost! Maybe a Spirit or Apparition would do something like that just to pull a prank, but not a regular ghost!”

Fluttershy shuddered again. “If the Mr. or Mrs. Spirit that helped my brother see a new light ever wants to talk to me, could you help me with that Pinkie Pie? Or should I ask Twilight or Spike for that?” She asked, causing the pink mare to come to a halt as she rubbed her chin and hummed deeply, pulling a smoking pipe out of her mane in the process.

Lone Soul smiled, well, as much as he could smile after what he had to do to teach him that particular lesson. Nevertheless, a joyful feeling stirred within him. “It’s sorta nice to be thanked… even when I pretty much used you as a living toy. Eh, silver lining. At least some good came out of it in the end for everyone,” he said whilst floating mere inches apart from Fluttershy’s chest.

“You know, Fluttershy,” he gazed at her beautiful, angelic face for a moment before pointing down at her chest again. “For someone as shy as you are, you’re pretty chill about showing this much cleavage, not that I’m complaining~” he said at the same time he began tracing a finger over said area. He grinned mischievously when she shuddered slightly and used a hand to touch where his playful fingertips had traced over her skin.

He admired her for a moment, taking in the warm, cozy but showy sweater she was wearing. Her bra and underneath shirt hugged her figure in all the right places, further bringing her supermodel figure out more. And while her long dress covered her legs all the way down to her feet, it didn’t stop him from making out just how wide her hips were.

Hips that paled in comparison to the healthy, foal-birthing ones that Pinkie possessed. His attention rotated to the party pony in order to admire her beauty. She was wearing a short skirt, barely passing halfway down her thighs, but it clung against her waist and hips to provide him with a generous view. Going up, it was obvious that while her friend had a near-perfect hourglass figure hers wasn’t. But by no means was she any less attractive.

Pinkie’s exposed midriff showed her slight paunch but nothing more than that. Unlike Fluttershy, he noted, she was wearing a shirt that gave him no cleavage to drool over (even though he couldn’t) but he didn’t need one. Her blue shirt was so tightly pressed against her that it was a miracle how the fabric was still not ripped or torn asunder.

“But I’ll be damned if it doesn’t show off her goods!” Lone Soul whistled, impressed at the sheer size of the pink mare’s breasts. “Darn it, I can’t tell who has the bigger pair,” he noticed Pinkie was nearing the end of her silent train of thought when he saw her ears twitching and blinked, feeling a small but clear surge of spiritual energy flowing through her body.

Smirking, he decided to be playful about it and moved behind her in order to spank her bountiful derriere; adjusting his aim to phase through her skirt a split second before making an impact.

“Oooh! That’s a new one!” Pinkie pondered as she rubbed her bottom. “Scratchy ear, wobbly mane, chilly back, and booty spank! Huh, I wonder what that one could mean!” She giggled. “And I thought I had my Pinkie Sense™ aaaaaaall figured out. We all learn new things every day, right, Fluttershy?”

Before Fluttershy could reply, her sweater mysteriously plunged down as tugged, but the effect of the incident caused the two mares to ignore it entirely as her breasts came out bouncing, one of them nearly slipping out of her bra. “Kyyaaah!” She cried out, softly of course, and used both her hands and wings to cover her mammaries and ease them back into her sweater.

Pinkie Pie whistled. “I think you may need to buy bigger bras, Fluttershy. I didn’t think you’d be like me, wearing clothes too tight for our own good,” cupping her breasts, she giggled while her friend finished readjusting her sweater. “You shouldn’t hide your big girls, Shy. Let them be free like the wind!” Leaning against her, she whispered. “My shirt may look tight but it’s actually form-fitting, so it feels like I’m wearing nothing at all. I can ask Rarity to make you one!”

“Eeeep!” Fluttershy jumped back. “N-No thank you, Pinkie. I’m q-quite comfortable with my clothes,” she said smiling as politely as she could.

“Did I go too far? That was pretty neat but I think I overdid it with that one,” waiting and listening to his two selected mares continue to talk, he mused over his actions. “I need to feed myself and I want to have some fun doing it, but what’s the point if it leaves her miserable? It’s not her fault her brother was a self-centered idiot.”

“Then again… all the things I did to her technically never happened. So long as there are no consequences, then there’s no reason for me not to do it, right?” Looking over the shy pegasus, he arrived at a conclusion. “Fluttershy is one of the sweetest mares in Ponyville and probably the whole of Equestria. She doesn’t deserve to be treated like that in public,” Lone Soul smirked. “I’ll wait ‘till she’s home and fast asleep instead.”

Out of the corner of his eye he noticed another three mares approaching Pinkie and Fluttershy. As luck would have it, he also knew them well.

“Howdy, y’all!”

“Oh, hi Apple Bloom, hi Applejack, hi Cheerilee!” Pinkie waved a hand at the three new arrivals. “Took you guys long enough! I thought I was going to freeze here waiting for your convenient arrival!”

“Convenient?” Cheerilee shook her head, reminding herself that Pinkie was just being Pinkie. “Good night to you too, Pinkie Pie, Fluttershy. Quite lovely weather, is it not?”

“Quite,” Fluttershy replied and nodded. “Um, if you don’t mind me asking, what are you all doing in Ponyville at this hour? You’re usually home by now.”

“Ah could say the same about you, Shy,” Applejack retorted. “But, believe or not, Bloom and I were busy helping Mayor Mare with some heavy lifting and checking a few other things for the upcoming festival. Lasted a bit longer than--”

Lone Soul lost interest in whatever chores Applejack or her two companions had done, deciding instead to admire the three new beauties that so generously graced his presence. He first floated around Cheerilee and winced. “Goodness gracious, Cheerilee, when was the last time you went to the spa or got some time for yourself? Your aura exudes pure exhaustion! If I don’t do anything about this, your tits are gonna sag,” he was about to conjure some form of relief for her but stopped himself at the last moment. “Oh right, I’m almost spent.”

Floating in front of her, he bowed his head towards her chest, his face phasing through her clothes and making contact. She shivered at his touch but nothing else. “I’m sorry, my beauties, you’ll have to wait,” giving her nipples a quick, chaste kiss that made her shudder again he pulled back.

Next, he floated to where the Apple sisters stood. Applejack was, as always, formidable, strong, toned, and wearing her farming jean pants that stuck to her like a second skin. “Strong, dutiful, dependable. Plus these thunder-thighs could easily squash a watermelon. I’m so glad to be ethereal! That way I can sneak my head in between them without having to worry~,” floating up behind her, he ever so gently cupped her breasts.

“Brrrr, Ah guess all that work got me warmed up. It’s colder than Ah thought it was,” said Applejack whilst crossing her arms, embracing herself and shivering. “We should get home, Apple Bloom. Big Mac is probably waiting up for us.”

“That big ol’ lug’s probably fast asleep. Either that or making a mess outta Sugar Belle right now,” Apple Bloom replied.

“BLOOM!” Applejack hissed, smacking her little sister over the head while the other three mares giggled.

“Whaaaat? Am I lying? We’re all adults here! And you know that I’m right!” Apple Bloom defended herself.

“Apple Bloom, you just made me like you a whole lot more,” Lone Soul said, unable to fault her logic whilst floating in front of her, watching the last few jiggles and bounces of her rather impressive chest. Reaching for her breasts, he gave them a small squeeze and also pinched her nipples, an act that was made slightly easier thanks to her lack of bra. “Heh, just like big sister. Both of you are nearly the same size and neither is fond of wearing a bra. Hhhmmmmmm~,” he moaned in satisfaction. While it was like eating mere bread crumbs, any energy his playfulness managed to produce was better than nothing. “I can already feel it lifting my spirits! Get it? ‘Spirits’?”

While the mares were talking, none of them replied to him and nothing else did, like always. “Probably for the best. Applejack might have smacked me too just for that pun…” he then shook his head and was ready to keep playing when Fluttershy yawned.

“S-Shhoooorry,” she started. “I don’t want to be rude but I must be getting home. It’s awfully late and I need to wake up early tomorrow.”

“No problem at all, Shy. Miss Blabbermouth here and I must also be heading back home,” Applejack said, slightly nudging her smirking sister.

“Homework doesn’t grade itself, no matter how much I wish that was the case,” Cheerilee sighed, tiredly. “It was nice encountering you girls tonight. Good night!”

“Good night, Cheerilee! Bye Shy! Bye Applejack! Bye Bloom!” Pinkie said as she rushed to hug each parting mare in the blink of an eye. “Byyyeeeee!” She said again, cheering, before bouncing off right to Sugarcube Corner.

That left Lone Soul with a bit of a dilemma on his hands. “Dang, I didn’t think this through. Who am I going to follow for the night?” He muttered to himself while at the same time watched the four different routes the five mares had taken. “Well, I could visit one and when I’m done go for the next? That’s an option. But who would be first? Pinkie Pie or Fluttershy? They have some of the biggest boobs in Ponyville. Or maybe I should go for the Apple sisters? Two for the price of one! Although, Cheerilee could really use some relaxation and stress relief.”

He pondered hard on the matter, sparing only seconds as he looked at each of the distancing mares. “Alright… process of elimination! Cheerilee said she was going to work, so that’s a no-go. I may be in need of a refill but I’m not going to put her job at risk! Pinkie Pie… is Pinkie Pie. Fluttershy is going to sleep, making her the ideal candidate. Applejack and Apple Bloom are also heading home to rest. So, other than Cheerilee, I have four mares up for grabs,” he chuckled at his badly made pun. “Well, score one positive point to being alone: no one can hear me laugh at my own jokes.”

“Still, that leaves the question unanswered. Who to follow?” He hummed and closed his eyes trying to find an answer to his dilemma, which came in a memory not even a day old. That fake Spike, multiplying himself for nothing. “Maybe that loser had the right idea there. Let’s see how it goes.”

It lasted perhaps a second at most, but from the ethereal body of Lone Soul, tendrils emerged, three of them writhing like tentacles for several moments in front of him. Then, they began to grow, enlarge, and finally take form. His form. When it was done, the four Lone Souls opened their eyes.

“Wow,” the original stammered. “This is new.”

“No kidding.”

“Totally.”

“Aaaaahhhhhh… I….!” The third clone babbled incoherently before tumbling to the side, bursting into ethereal energy that Lone Soul gathered up.

“It seems like even I have limits… especially now that I’m in desperate need of energy, still, producing clones took out of me more than I thought it would.”

“Yeah, but at least there’s two of us remaining and four mares to pick. Luckily for us, all we need to do is find out who gets to play with the Apple-- DIBS!”

“Dibs!”

“Dibs! Fuck!”

The first clone laughed. “Hey, it’s not my fault you didn’t see it coming before I did it!”

“That’s the worst part,” the original stated. “I did see it coming but I thought I had more honor than that. At least enough to finish the question.”

“Says the guy that called dibs right after douchebag over there betrayed us,” said the second clone.

“Whatever,” Lone Soul said, but neither he nor his clones were frowning. On the contrary, they were all smiling. “Not exactly the same as companionship, but it’ll do for now. Then, Number Two, Pinkie or Fluttershy?”

“I’ll take Fluttershy.”

“Then that leaves me with Pinkie. Alright, you two, move out,” a moment later, the three ethereal beings moved quickly to catch up with their selected targets.

Author's Note

Special thanks to anyone that read this!

Astral: Part 2

-Sugarcube Corner-

Lone Soul followed Pinkie Pie until she entered Ponyville’s prime bakery, nonchalantly phasing through the door as she closed it.

“Mrs. and Mr. Cake! I’m home! It’s me, Pinkie!” She announced her arrival but only silence met her. “How weird. I don’t remember them saying anything about going out today - OH! What’s this?” She gasped, approaching a piece of paper hanging from the main counter. “Dear Pinkie, uhhuuu, yes… that makes sense, the twins with their uncle, arrive home later, a date!? How romantic!” She exclaimed, giggling and squealing without control. “Don’t worry, Mrs. and Mr. Cake, Lieutenant Pinkie shall guard the fortress in your absence!” She said in the most serious, professional manner she could.

“And she even salutes the piece of paper!” Lone Soul laughed, not out of malice but with genuine merriment. “My, my, Pinkie Pie! You’re even funnier in person,” he praised. Then, he spent the next few seconds watching a pink blur rushing back and forth locking every entrance of the establishment. When she was done, she made her way upstairs, bouncing on each step in a clear, logic-defiant affront to the laws of gravity. “Nothing that big should bounce the way she does.”

But he wasn’t one to complain. Not when her bountiful ass and breasts jiggled and swayed in all the correct ways. So enthralled he was with them that he forgot to reach out to her now that it was confirmed that they were completely alone. Not that otherwise would have stopped him in the first place. First, she rushed to the bathroom and in record time brushed her teeth and then made her way to her bedroom at the top story.

She came to a pause in the middle of her room and just as he was about to give her a light grope on her breasts, she fixed her mane; running her hands and fingers through it while she stretched and popped a few joints at the same time.

That forced him into a sudden stop. He was no stranger to the attractiveness and beauty of mares and females in general, he knew their bodies well and he enjoyed them thoroughly. But seeing Pinkie blushing ever-so-slightly for no reason other than she felt good during her stretching, that the one mare that cared not about how she looked or acted could look so sexy and vulnerable at the same time, so unintentionally feminine… It was an entirely new experience.

Against his better judgment, he pulled back and decided to instead continue to watch, either to see if he could see more of what he’d discovered or if it was just some odd fluke.

Pinkie pulled her shirt up slowly, almost deliberately so. It pushed against her skin and her breasts, forcing them inward for a moment until the piece of cloth was removed enough to allow them freedom once more. The two globes bounced like two pieces of jello; equal in movement but a hundred times as tempting. Her bra was on the verge of snapping in twain, the effort of securing the modesty of its owner a monumental task.

One swift flick of her fingers later, the clasp was undone and the bra fell to the ground. “Thaaaat’s sooooo much better!” Pinkie cried out before using her hands to cup her breasts, making them jiggle and bounce by giving them weak taps underneath them. “What about you, girls? Are you happy you’re finally free? Yes, you are! Yes, you are!” She then started to grope and knead her juggers for half a minute while she moaned in satisfaction, enjoying the liberty of her tits.

Happy with the results, she let go of her breasts and moved her hands to her hips. Two ‘clip’ sounds were heard and her skirt became loose. She then used her hands to ease it down, bending over as she did.

“It looks like I made the correct decision,” he muttered to himself, unable to look away from the pink mare in front of him. Her choice of panties were almost childish, innocent, and entirely functional in design. The fabric of the blue and white striped panties covered most of her prodigious backside and did an excellent job at protecting her modesty.

However, maybe because of the way she moved or because it had been a long day, the fabric seemed to have shrunk a size or two and now pressed against her flesh. He could see her labia pressing against it, forming an outline of her pussy. Not to mention that while she pulled her skirt down, she did so whilst humming a song and moving her body to its tune, shaking her rump and adding a delicious extra sway and bounce to them.

“Damn… how is it possible that she’s still single? She has an ass that can rival Celestia’s and she’s so gorgeous,” he asked himself while she continued to hum that unknown tone and move at the rhythm of it. “Pinkie, you’re a true underrated beauty.”

“Awww, thank you, you charmer!” Pinkie replied before coming to a freezing halt, turning around to find no one. “Wait a second, I’m the only one here! Who said that?” Silence followed and Pinkie shrugged. “Must be my tummy playing tricks on me again. Well, mister, you won’t get away with it! Triple chocolate dipped donuts before bed are sooooo good but they make you wake up all aching! Noooo sir, no more night snacks for you, hmph!” As she reprimanded her stomach she pulled down her panties, standing in the middle of her room completely naked. She dropped her discarded clothes in the hamper before moving to her closet.

She pulled out a fresh pair of simple white panties followed by a loose baby blue tank top that made a lackluster job of concealing her breasts. Even then, her nipples were clearly pressed against the fabric of the tank top and thanks to the cold, they were now erect. Uncaring of that fact, she moved to her bed and jumped on it, bouncing three times until she reached the other side of it; each bounce removing her covers to create a spacious opening for her to lay in.

“...This is filthy rich coming from me, but what she does is impossible!” Lone Soul muttered, not wishing to draw her attention again, even when he had no idea how she was able to hear him in the first place. She then reached out for the switch by her nightstand, turning off the lights.

“Goodnight Gummy!” She cried out, receiving only the echo of a wet slap at the other side of her bedroom.

Lone Soul smirked and watched her get comfortable. Before she could reach for her covers, he made his move.

Pinkie was ready to sleep when an invisible force shoved her to the side, making her roll onto her back as it pinned her hands over her head. The mare gasped and moaned while Lone thoroughly enjoyed the warmth and softness of her body. His hands caressed her belly, playfully pinching her extra fat and tickling her belly button. A third set of arms sprawled from his back aimed at her thighs and hips. He explored every inch her body had to offer.

His fingers danced in tandem all across her thighs, hips, waist, belly, and curves all the while the pink mare gasped for breath, oddly enough without much protest. After some time his curiosity was sated and decided to move to greener pastures.

“Or bouncier ones in this case,” he chuckled to himself as he slowly moved aside the bothersome tank top; all the while enjoying the wide blue eyes of Pinkie through the darkness of her bedchambers. The moment her breasts were free once more, he took a moment to admire the rising and falling twin hills of the mare. He then moved his face in between them and rested it against the valley of said flesh and blood hills, absorbing and enjoying her warmth; humming deeply as he heard the beating of her heart.

With his sentimental necessities fulfilled, he moved to fill his other more pressing needs. His hands encompassed as much as they could but her breasts were simply too big to hold with a single hand. He began to grope her soft-as-cotton candy tits in a slow, measured manner. His fingers sank into her, nearly threatening to break his focus and phase right through.

“Aaaaaahhhh!” She yelped, but not in fear. “Sorry Mr. Tummy, it wasn’t you!” She giggled and that made the invisible hands stop. “Hello there, Mr. Spirit. Nice to meet you!”

Lone Soul was stunned. There was no fear or confusion or surprise in her voice or her expression. She wasn’t even trembling. What’s more, she knew.

This is too good to be true! It’s not exactly what I was looking for but it’s a good start! Maybe I won’t be as lonely as I thought! He thought, excitedly. He opened his mouth to speak but nothing came out at first. He gathered his courage and willed himself to speak. “H-Hello? Can you hear me?” He asked in a sheepish tone.

“Not too well, that came out very fuzzy,” Pinkie replied. “Mr. Spirit, could you release my arms, pretty please? I promise I’ll be nice.”

Lone Soul flinched. Could he really trust her? If she had any sort of exorcising ritual or power then in his weakened state she could very well destroy him. Then again, she was Pinkie Pie, the mare that had memorized the birthdays of everyone in Ponyville and was ready and willing to make new friends anytime. down.

With a sigh, he let go of her.

“Thank you, Mr. Spirit. This will just take a moment, okay?” Pinkie said after her arms were released and quickly moved to clasp them. “Spirituum Oculae!” Her blue orbs shone with a light, yellowish glow for a moment and her mane flowed as if moved by an invisible wind. “Okay, Mr. Spirit, you can speak now.”

“...Are you some sort of Shaman? Medium? Spiritmancer?” He asked, impressed.

“My sister Maud is a Spiritmancer, but not me. I’m not strong enough to be one but I know a few tricks, incantations, and have a teensy bit of perception, enough to sometimes hear and see spirits, Mr. Spirit,” Pinkie replied. “Hi! I’m Pinkie Pie, but I guess you already know that, huh?”

Lone Soul was momentarily stunned, but he quickly got a hold of himself. “I wasn’t as off-course as I thought. You surprised me before, Pinkie, but I truly believed that was the extent of your perception. Wow, this is actually a bit awkward now. Do you want me to… stop?”

She giggled. “It’s not like I can truly stop you, right? You know… you’re not the first entity I’ve spoken to, but you’re the strongest one I’ve met,” squinting her eyes, she tried reaching out to him only for her hands to pass through his body instead. “I’ve never seen an actual Spirit in a corporeal form and you’re the closest so far, Mr. Spirit.”

“You can call me Lone Soul or just Lone, whatever you prefer, Pinkie,” curiosity plagued his mind for a moment and asked. “What do you see?”

“Only the fuzziest bluest fog I’ve ever seen, but I think I can see your eyes,” she tilted her head and looked at him directly in the eyes in an almost loving way. “Aquamarine. Such a pretty, nice color. You’re a good guy at heart… but you don’t have a heart anymore! Ghost joke!”

He chuckled. “And I thought my jokes were corny,” then, he huffed. “But… a good guy, me? I admit I’m not the worst out there but I’m hardly good. I mean-” he gave her breasts a couple of hard squeezes. “-get it?”

“That would be if I didn’t want you to do it, right? I’m not screaming or trying to get away, am I?”

“You got a point there, Pinkie,” he hummed. “Why aren’t you, though?”

“Pffft, pleeeeease. Dealing with spirits, ghosts, and other ethereal entities comes as second nature for the Pie family. My Granny Pie comes to visit sometimes! This isn’t the first time a spirit grabbed my boobies or spanked my booty,” she giggled. “Yeah, now I know that was you earlier. Lone, you’re so naughty!”

He grinned. “I’ll take it as a compliment, Pinkie… so, what now? This is quite different from what I had in mind and I am in dire need of a recharge, if you get my drift.”

“Then go ahead, Lone,” Pinkie said, beaming. “Getting molested by an entity is more fun when I can talk to them and it always feels chilly but so goooood~” she sang, licking her lips. “Now, come to Pinkie and pucker up, Lone. Gimme some sugar!” She exclaimed as she puckered her lips.

If I could blush I’d be on fire right now… huh, funny, I don’t recall ever having a kiss before, he thought, suddenly feeling nervous. Pinkie must’ve seen it because her expression morphed from enthusiasm to worry.

“Is something the matter, Lone?” She asked.

“To tell you the truth… I’ve never kissed a mare before as far as I can remember. I mean, I have kissed mares in the past, but not -- dammit, why is this so hard to talk about!?” He ranted, looking away in embarrassment.

“Lone… w-what do you usually do to regain energy?” Pinkie asked, sounding more worried this time.

“Play and force myself on sleeping mares?” He groaned. “It’s been a while, okay? I wasn’t the nicest of guys back in the day until I got my floating ass handed to me and… stuff happened. But I’m trying to be better than the stallion I was once. But I know not of another way to gather energy,” he confessed, sinking further in his embarrassment.

“You poor soul,” she said not in anger, pity, or condescension. Her voice was packed with sadness and kindness in equal measure. “I’ll let you in on a little secret, Lone. Most spirits use sexual fluids and acts because it creates a lot of energy. The more intense the emotion, the more energy you get, right?”

“Of course,” part of him wanted to snark at the irony of a living being expositing his own biology to him. But an even bigger part of him wanted to know what she had to say. “What of it?”

She lifted an index finger. “Well, most of the time the mares assaulted by spirits -- why is it always mares? Aren’t there any gay ghosts or female ones? Don’t you think it’s strange, Lone?”

“Pinkie, focus, please,” he deadpanned.

“Oh, right, right! As I was saying, most mares are either asleep or really scared, but when they’re awake you get more energy even when the pleasure is the same, right?” She grinned a full-wide Pinkie™ grin when his eyes widened. “Now, what if the mare was awake, knew what would happen, and wanted to help you out?”

“The problem would be that you are the exception rather than the rule, Pinkie,” he hummed. “How could I communicate with other mares without scaring them out of their minds?”

“Be creative, dummy,” she replied. “Just be nice and helpful!”

“But what if I like dominating them?”

“Why are you still listening to me, then, Lone?” She shifted a little, enough to push her chest up and against his hands; an open invitation to let him continue with what he was doing. “I want to help you, Lone. I can give you tips if you want, so you can better please mares and get more energy in return.”

“You would do that for me?” He asked, his voice slightly cracked. “Are you sure you’re the Element of Laughter and not Kindness?”

Pinkie nodded rapidly. “Lesson number one: kissing!” Closing her eyes after finishing her sentence, she puckered up her lips and awaited Lone to take her offer.

He moved forth to meet her lips, his cold, ethereal surface molding perfectly against her lush, soft, warm flesh. Almost instantly he felt a surge of energy and he greedily sucked it in, but Pinkie broke the kiss. “Nonono! Don’t do that! It feels nice but that will only drain any mare that doesn’t know what’s happening. Be gentler, enjoy kissing me, silly. Don’t treat me like a chore.”

Her words rang within himself, his mistake was clear and he found he was willing to learn. Nodding, not sure if she saw him do it, he moved in again. This time when their lips connected and the rush of energy invaded his senses, he avoided the temptation of sucking her dry. His hands got to work as well, resuming their groping, teasing, and kneading only this time he did so slowly, taking his time to get to know her body in more depth.

As he kneaded her breasts, he started to move them in circular motions and pinch her erect, hard nippled with his fingers. He twisted them and pulled at them without being too aggressive about it which caused the pink mare to let out a deep, guttural moan of pleasure. Her tongue seemingly coiled and swirled around something invisible but was in fact dancing with his own longer, slurping appendage.

It was a bit frustrating to have a bucketful of energy and having to drink it from a straw, but the more he did it the more he began to like it. It’s still too early to judge, but so far this is the best recharge I’ve ever experienced. That reminds me, he focused a moment to expand his hold and presence enough to link himself with his two clones. He didn’t know what they were doing but he could direct them with his newfound knowledge and whatever Pinkie would end up teaching him.

The kiss ended moments later and she giggled. “Woowie, my tongue and mouth tingle all over. Now, why don’t you take off my panties so we can get to lesson two?”

He replied in kind following her instruction using his second set of hands.

************************************************

-Fluttershy’s Cottage-

Dux tailed Fluttershy as she made her way to her bedroom after taking a late-night shower. He had taken every chance he got to caress, grope, and tease the shy pegasus as she performed her last duties of the day. A harmless spank here, a boob grope there, and no short amount of running fingers all over her body as she showered. Of course, the mare knew something strange was happening but he had been careful to not scare her too much.

He was surprised when upon entering her room, she tossed the towel she had been using into a hamper with the rest of her clothes. Instead of retrieving any form of night clothing, she merely stretched out and used her hands to inspect her body, gently caressing herself.

“Oh, pony feathers!” She cursed, stomping against the floor angrily, which resulted in a nothing more than a light tap. “I’ve gained two pounds.”

“And they went straight to your ass and tits, Fluttershy. Please, gain a little more weight if you will!” He exclaimed, approaching close enough to blow at her pink fleshy buds sitting at the end of her soft-as-clouds boobs. He smirked, pleased with himself when she shuddered and her tender nipples hardened, becoming erect.

“Tonight’s too chilly. I should head to bed straight away. There are many things to do tomorrow and lots of wonderful animals that need me to take care of them!” She said excitedly.

Dux followed her closely as she moved to her bed, each step making her entire frame jiggle with a hypnotic rhythm. There was no denying that she a goddess made flesh in many forms: kind to a fault, owner of a body that resembled that of a pagan fertility deity, not a single gram of extra fat was on her body, foal-bearing hips, juicy, big, round, firm breasts, an ass fit for worship.

“And I have you all for myself to play for the night~,” he sang, watching her climb onto her bed au natural. “No need to rush things. All things come in nicely. Here, I’ll even help you a little,” carefully, he brushed her temple, willing her to fall asleep faster than normal.

Fluttershy yawned, her eyelids weighing like boulders. It didn’t take long for her to hum and pleasantly moan as she entered dreamland.

Dux waited for a few minutes, subtly aiding her to fall into a deep, peaceful slumber that she’d be hard-pressed to wake up from. When he felt it was enough, he moved the covers away revealing the figure of the drop-dead gorgeous pegasus to him once more. He didn’t waste a second more and latched his hands to her frame. He traced his fingertips over her yellow skin, unafraid to press them as hard as his current condition allowed him.

He knew he was a clone and knew that his time and power had limits. “That doesn’t mean I can't enjoy myself,” he said as he began to spread Fluttershy’s legs open. He moved down her body, making sure to touch, kiss, lick, and trace his fingertips on every available inch of her skin. Each shudder, moan, and pleased whimper produced thanks to his icy, ethereal touch granting him a bit of energy; energy that he’d bring back to the original once his task was done.

“I can’t imagine how many stallions around town must have wet dreams thanks to your lewd body, Fluttershy. Don’t feel bad, baby, it’s not your fault~ I’ll be your guiding hand to properly enjoy everything you have to offer,” he said directly to her moistening pussy. He moved in to kiss her pearl while at the same time using his thumbs to open her up.

“Hmmmmhhmmm~” Fluttershy moaned in pleasure, her whole body shivering as more of Dux’s chilling touch spread across her body bringing nothing but wave after wave of pleasure to her sleeping form. “Mmmmmhhooooreeeeee~,” she moaned again, biting her lower lip.

“It seems you’re as needy as I am, Fluttershy. Looks like we’ll end up helping each other!” He said with a definite tone of humor in his voice, though that didn’t stop him from assaulting her pussy relentlessly. He made sure to give the mare a nice serving; his tongue plunging as deeply as he could make it without stretching her past her limits.

“RRaaaaahhhhhhhhhh!!!” She cried out, tongue lolled out. Her hips and legs were shaking uncontrollably whilst cumming right into the waiting mouth of Dux. Out of reflex, she tried to clamp her legs around his head in an effort to keep him glued to her crotch while she squirted into his maw, her nectar disappearing into ethereal essence as soon as it was consumed.

Dux’s entire being shuddered as he experienced the rush of energy filling him. Deciding to up his game and get a bit naughty with his entertainment, he began to lift Fluttershy a few inches above her bed, suspending her with his fresh supply of energy. When he was about to sprout a cock to fuck her with, he received the message sent by the original Lone Soul, containing both instructions and what had transpired with Pinkie Pie.

“Can it actually work?” Dux murmured. “My method has been working well so far… but the evidence is there. Hmmmm, she’s fast asleep already. Though I guess there’s no harm in waking her up. Even if her perception is low, I have enough power to at least manifest verbally,” nodding, he divided his arms at an elbow level to create a secondary set able to play with her breasts and caress her at the same time.

He knew that waking her too quickly would be dangerous, so as he smacked her ass, caressed her malleable, yellow skin, and played with her huge breasts, he sent small jolts of spiritual energy to slowly rouse her.

Fluttershy woke up moments later to an onslaught of pleasure rocking her body. It was unlike anything she had ever experienced as not just pleasure but a satisfying coldness touched and spread without discrimination all across her skin. Her senses were returning, slowly, as her vision also focused once more to see in the partial darkness of her bedroom.

She knew something was wrong when she lifted her hands but the pleasure and the cold sensations of someone, something touching not only remained but intensified. Next, she felt nothing stopping her from spreading her wings and finally she even began to feel a cold pair of lips kiss her own.

Her tiredness and comfort were thrown away as fear rose. She tried to break free from whatever she was keeping her aloft but quickly realized that there was no magic aura around her and yet she was levitating. “S-Stop! Who are you? Stop!” She pleaded and her attacker stopped for a second or two.

Then she laid witness of how her breasts were squeezed and groped, her flesh molding at the pressure of intangible, invisible fingers. The cold sensation of the touch brought her nothing but pleasure but her heart was racing with pure panic. She then felt a long, thin tongue coil and squeeze one of her hard, erect nipples before moving to the other one to repeat the process.

“STOP!” She shouted. “ H-Help! Help! Please, somepony! Anypony!” She shouted in pure terror, uncaring that the fingers caressing her skin, the hands groping her breasts, the tongue playing with her nipples, the mouths kissing her cheeks and nipping her neck were soft, caring, and gentle.

That didn’t matter, no matter how kind her assailant or assailants were, she didn’t want any of it. He wanted it to stop. “L-Let go of me, please! I don’t want this!” She cried out before seeing how her nipples were pressed together and then she felt a cold, pleasure-inducing kiss on them at the same time.

Her body was reacting to whatever was assaulting her since there was no pain, only pleasure and a cold, welcoming satisfaction. Her breathing was irregular and the growing hotness in her loins made her shed tears of frustration, fear, and desperation.

“Why can’t she hear me!?” Dux complained. “Fluttershy, please, stop screaming! Can’t you see I’m not going to hurt you?” He asked but all he got in return were more protests from her and cries for help. “Damn, I need to ask what should I do in this situation!” He focused on his link with the original Lone Soul and sent the message asking for aid along with his memories of the transcribing event. “There, that shou-u-u-uld, oh c-c-crud!”

That was the last he said as his entire being dissipated into the ether mere moments after. Once his presence was gone, Fluttershy fell on her bed. She was crying softly, breathing rapidly, and shaking from fear, but she was finally free. The coldness in her room also lessened considerably and she let out a huge sigh of relief. Grabbing her bedsheets, she wrapped herself in them, glad the experience was finally over.

**********************************************

Dre was having a blast. Fortune smiled on him and his tailing of the Apple sisters had been brief. He had done nothing more than a few playful touches here and there before Apple Bloom, claiming to be sleepy, moved to her bedroom while the eldest sister remained chatting with her brother and sister-in-law about the farm.

He decided to follow the red-maned mare first and deal with Applejack later. In the confines of her room he had been rewarded with an unintentional spectacle: that of having the young mare check her body in front of a mirror. She struck several poses, cupped her breasts a few times, and only stopped to look disapprovingly at her wonderful set of tits.

“Did ya have to get so big?” Apple Bloom mumbled, cupping her breasts again as she glared at them. Checking at her sides, she noticed a few red imprints and hissed in pain when she touched them. Storming angrily at her drawer, she pulled out a bra and put it on. “Yup… same as always. Too darn tight.”

Dre smiled, seeing a shining chance to have some fun now that the young mare was distraught and angered at the same time. With the lightest caress of his finger over the clasp of her bra, it snapped free, falling to the ground. “There we go. Aren’t I just the most thoughtful guy you don’t know?”

“Great, now my bras are going to snap because of my rockin big titters,” letting out another groan, she continued. “Heeeeey, Scootaloo! Do you see how big Sweetie’s boobs are gettin’? I bet they absorb everything she eats, that’s why she’s so darn clumsy. How ‘bout we tease her a little about it?” She said in a sardonic manner as she stared at her reflection. “Way for that to come back and bite me in the flank. Now I also have tits the size of udders! Udders I say! Why are you so darn big!?”

With that last complaint, she moved to her sister’s drawer to pull out one of her bras. They were no different than hers in style: plain, simple, functional. They had no interest nor desire to try out some of the fancy schmancy ones made by Rarity that were so popular around Ponyville. Nevertheless, when she tried it on she let out a sigh of relief.

“See? This is all Ah ask of you, yah rotten pieces of vermin droppings! It ain’t fair, Applejack’s tits are only a bit bigger than mine but her bras fit me so nicely!” She cried, complained, and demanded in equal measure as she glared at her discarded bra.

Feeling bold, Dre approached with the intent of taking advantage of her emotional state. Positioning himself in front of her, he cupped her breasts and gave them a light grope. Apple Bloom didn’t seem to really notice what was happening but shivered at his cold touch. “Hey, Apple Bloom, I really like your huge boobs, beautiful. But if your bras don’t fit you, why don’t you buy more or have Rarity fix ‘em up? She does it for Sweetie Belle.”

Apple Bloom sighed and glared at her reflection. “Oh yeah, you numbskull, what a brilliant idea! Go to Rarity and ask her to fix my bras! Sweetie Belle would make fun of me as revenge for all those times Ah teased her. And buy new ones? They’re soooo expensive. Ah rather steal some from mah sister than do that,” she argued with herself but then blinked, looking around. “Huh… that’s strange. Ah must be really tired if my conscience starts to sound as if someone is talking to me.”

Taking off the bra, she returned to where it belonged alongside her discarded one. Giving her reflection and body a last examination she made her way to her bed.

Dre winced, feeling his essence fracture a little after pulling stunt. “Can’t afford to waste what little energy I have at my disposal. But that was--” he came to a sudden halt when he got the message and memories from the original Lone Soul. “Mmmm, I see. That does make sense, though I’m running on fumes here. Can I really afford to play nicely? The payoff would be quite substantial if I manage to achieve it.”

Nodding to himself, Dre floated on top of Apple Bloom, watching yawn and quickly stumble towards the land of dreams. To aid her in her travel and following the new discoveries that Lone Soul made, he caressed her skin as she laid on her bed, her covers untouched.

The cold, pleasurable teasing sensation that ran across her belly, chest, arms, thighs, and even her nethers didn’t disturb the apple farmer as she slowly but surely fell asleep. She had experienced similar encounters during her lessons with Zecora and her frequent trips through the Everfree and had come to partially enjoy those sensations. Even when her boobs began to move in a slow, circular way contrary to each other, she was too relaxed and too tired to protest or do anything about it.

“Cold… feels… cold… but good… mmmmhhmmm~,” she mumbled and moaned, her body trembling slightly in the process.

Dre squeezed her yellow, milky breasts; intentionally so to make her pointy nipples stand out more, like banners on top of a hilltop. He used his tongue to flick them from side to side and kissed her areolas in the process. Once he buried his face in the valley of her breasts, a dangerous gambit that nearly caused her to regain full consciousness. The amount of energy he was getting back was minimal but it was enough to regain what he had lost and even allowed him the chance to sprout more limbs for him to use.

“Apple Bloom,” he whispered.

“Hhhmmmmm~?” She replied, moaning.

“May I kiss you?” Dre asked, politely.

Apple Bloom puckered her lips, not really comprehending what was going on or if she was awake or already asleep. Dre took his chance and his lips captured hers in a cold embrace. He continued kissing, caressing, and groping her for half a minute as he felt her body temperature rising. Pulling back, he saw the panties she was wearing were now quite moist; nothing short of a banquet served only for him.

“Apple Bloom, you asleep yet?” Applejack asked as she entered the room only to witness her sister trembling in excitement, moaning, her breathing forced, and her breasts clearly groped by some unknown entity. “What in tarnation?” She asked, dumbfounded.

“Shit, shit, shit. I can’t believe I forgot about Applejack! What do I do? What do I do?” In a panic, Dre focused on his link with the original and sent him a message along with what he had learned so far. At the same time, though, he stretched out a set of arms towards Applejack in an attempt to hold her down for the moment by inducing drowsiness.

It never came to pass as his extra set of limbs stopped an inch before he could reach his objective, her breasts, and suddenly fragmented and then vanished into nothing. The rest of his body dissipated a moment later, giving him only enough time to do one last thing. “Heh… enjoy!”

With that said, he focused the rest of his energy into a singular burst when he kissed her clit.

“AAAAAAAAAAHHHH! YESSSS!” Apple Bloom moaned as her entire body jerked. Her back arched and she spread her legs wide while her hands grabbed the sheets of the bed with all her might. Her eyes snapped open at the incredible rush of pleasure she was now experiencing but her absentmindedness remained.

If her panties were stained before, now they were completely drenched alongside the bedsheets beneath her. Several gushing bursts of her marecum streamed out like a fountain, the force of their ejection allowing them to partially ignore the thin cotton barrier.

When it was over several seconds later, Apple Bloom’s body fell on the bed once more, still trembling as the afterglow of her intense orgasm swept through her body. She had no idea what had happened, all she knew was that she was satisfied and now it was time to have the best sleep she’d had in a long while. So satisfied she was that she ignored the voice of her sister.

“If yer gonna do that at least keep yer darn mouth shut!” Reprimanded the freckled mare, blushing hard after seeing her little sister cumming like that.

**********************************************

Lone Soul was really enjoying his time with Pinkie. Eating out a mare wasn’t something new for him, but doing so while getting instructions on how to be better at it was different, in a good way. He could appreciate his rising skill and not just rely on using his precious energy to overwhelm a mare, if anything it was both handy and fun to learn.

Pinkie moaned and trembled in his embrace, her whole body shuddering as she guided him. “F-Faster! D-Deeper, Loney! Twist your tongue around at the same time you move it back and fo---YES! Like that!”

He wanted to chuckle but Pinkie was proving to be a very good (and overly enthusiastic) teacher. He had sprouted three extra pairs of limbs and two mouths as he serviced her whilst holding her lower half up in a semi-piledriver position that allowed him to really get going. One of his extra mouths was sucking at her left tit while the other was making out with her tender asshole. His multiple hands were groping the rest of her body; thighs, asscheeks, tickling her soles, and, of course, putting an extra emphasis on her breasts.

His hands played with her heavenly, cotton-candy soft pillows as a potter would play with clay. He squeezed and kneaded them, twisted, pinched, and pulled at her nipples but not always doing so for his own amusement. He suckled on them, his whole body devouring the delicious flowing energy her sexual pleasure produced, already recuperating a not small amount of it.

“I want to make you cum,” Lone said, kissing her clit. “You’re an excellent meal and a lovely mare, Pinkie. I can’t wait to see how much an--GGAAAAAHHHH!”

Pinkie stopped moaning when she heard Lone yelp in surprise and shock. “Lone?” She asked, worried, as the mist holding her up swirled chaotically.

Lone Soul felt his entire being thundering, as if being struck by a gigantic wrecking ball. The resultant pain felt greater than any other sensation he had ever experienced, comparable only to the time Cadance sealed him away. His mind was flooded with the memories of his two clones, and his consciousness collapsed under the impossible effort of managing his power on top of that.

For the first time since he had been alive, he felt his mind shut down. His extra appendages returned to him or dissipated into the ether, slowly breaking apart. Then, darkness came, his only respite was that, as he fell and Pinkie’s body hit the bed, his face came to rest in the valley of her breasts.

Pinkie felt the world around her twist and curl, her consciousness seeping out of her mind as the overwhelming presence of the spirit on top of her proved to be too much for her to withstand. A shockwave of cold, hard energy was enough to bring her down for the count.

Author's Note

Special thanks to anyone that read this!

Project: Part 1

Project

“Something is amiss, I can feel it,” Luna, Princess of the Night and Arbiter of Dreams, muttered to herself as she observed the swirling tides of Ponyville’s dreams. “But where are you? This… unbalance is similar to the one caused by my Tantabus, though not as prevalent,” she said while analyzing every little aspect of Ponyville’s dreams. “What could be causing this disturbance? A demon? A Dream Strider? No, unlikely in both cases… perhaps it is a Shadow or a Specter… whatever it is, I have to stop it,” she groaned. “I just need to find it!”

A wave of her hands summoned several dozen doors. Rummaging through them for a few seconds eventually revealed one that made her grin. “Weeeeell, since I can’t find the culprit just yet I might as well pay my favorite filly a visit~,” she sang, grinning cheekily.

A white door with pink frames floated until it stopped in front of her. Turning the handle, Luna entered a room she had grown accustomed to over the past years. She spotted a young mare sitting at the edge of a bed, headphones on her head and a controller in her hands. One wall was covered by a large screen displaying a colorful racetrack, on which a green dinosaur drove a much smaller go-kart. Stepping into the room in a giddy stride, Luna closed the door behind her before marching to the bed and sitting next to her friend.

“You’re late, Luna!” Sweetie Belle exclaimed without turning to face the Princess.

“A Princess is never late, Sweetie Belle. I was distracted by my duties. After all, I am a Princess and my job is far too important,” Luna replied as a controller materialized in her hands. The game on the screen suddenly shifted back to a title screen so the two could choose their characters.

“Excuses, excuses~ If you’re afraid to face me, you should just say so, Luuuuna~,” Sweetie Belle sang.

“...Are you perhaps begging me to wipe the floor with you once more, Sweetie Belle?” Luna replied to her friend’s mockery. It was all in good fun, of course, but her pride had been insulted and she would have that corrected. A matching set of headphones appeared on Luna’s head as the two began their race.

Sadly for Luna, despite her best efforts to focus on the game, she couldn’t shake her unease. Just what kind of entity could have so much power to influence the entirety of Ponyville? If this were dark energy, I’d at least be able to track it. She let out a sigh, barely noticing that she was in third place on the screen. She was expecting to hear Sweetie Belle’s playful jibes, but nothing happened. Pulling away from her thoughts as confusion rose within her, she finally noticed that Sweetie Belle’s character was not only in last place, but currently unmoving.

“Sweetie Belle?” She muttered, her headphones turning into mist. Her eyes widened at what she found. Her young friend was frozen in place and trembling wildly, her eyes were unfocused and hazy, and her mouth was agape. “Sweetie Belle!” She cried out and jumped to her feet. Reaching out to the unicorn proved to be a bad idea, for the moment she touched her, Sweetie Belle let out a panicked scream.

“L-Let me goooo! R-Rarity! Rarity, help me!”

Luna’s horn glowed with intense power, ready to aid her friend. A nightmare managed to seize her even during a lucid dream!? That can only be caused by a strong traumatic experience. Was… was she on the receiving end of whatever is responsible for the chaos going around Ponyville? Luna shook her head slowly in contempt. Of course she was… I must help her but this may be my only lead towards the root of this ‘thing’.

With a heavy heart and biting her lower lip, Luna released her spell as the room around her turned darker, gloomier, and colder. It didn’t take long for her worse expectations to be realized. Though, it baffled her that despite being in her direct domain and her being an alicorn did nothing to aid her in seeing what the nightmare actually was.

Suddenly, Sweetie Belle was rudely tossed against the bed. She was struggling, trying to fight against whatever was holding her down, but she could barely move, almost as if she was being physically pinned to the bed.

Something that was then confirmed when the faint stamps of hands began to appear for split seconds at random parts of her body: groping, squeezing, and caressing the young mare all at the same time.

Luna blushed while staring at the lewd act unfolding, though not because of what was happening. Rather, her embarrassment came from watching the rather voluptuous body of her friend. She had known her since she was but a filly, though she had never placed any thought on taking into account her growth up until that moment.

Her choice of clothing, a simple tank-top and panties, did nothing to cover her supermodel figure. Her legs were long and shapely, her thighs ample and strong, her waist was slender while her hips begged to be grabbed, and her breasts were of an impressive size. Then again, she is Rarity’s sister and it shows.

Luna continued to watch while Sweetie Belle begged for mercy and for whatever was assaulting her to stop, but the invisible force driving the nightmare forward did its job, ignoring her pleas and carrying on with their molestation. The Princess of the Night thought she couldn’t be any more horrified only to be proved wrong as Sweetie Belle’s clothes began to slide off her body.

Her tank-top was the first to go, easily moved up her arms and past her head. Her two large breasts bouncing freely now that their imprisonment had ended. Her panties came off next, but in a slow, teasing, almost sensual fashion. Her pussy was revealed in mere seconds, already moistening.

Luna gulped as her friend was laid bare in front of her eyes, even if it was just in the dreamscape, it was just as real as in the real world. Somewhat irritated, the Princess of the Night continued to watch in an effort to understand what exactly she was dealing with.

Then, the hands she could see forming on Sweetie Belle’s white skin truly began to do their work. They groped and squeezed her large breasts with the intent of milking her the same way a farmer would treat a cow. Not content with that, they proceeded to play with her lips, hold her hands, and caress her body with a singular intent behind their actions. The hands spread her legs, leaving her completely vulnerable and exposed for everyone to see her most sacred, intimate part of her body, but the memory of the attacker didn’t care.

With her nethers left exposed, Luna could see the marks of fingers slowly approaching Sweetie Belle’s now drenched pussy and her tail hole. Then, in the blink of an eye, what appeared to be fingers both entered both her holes not too ungently; spreading her wide in a sick desire to explore her insides. The mare’s cries had devolved into muffled moans of desperation as now something else had claimed dominion over her mouth.

“Kyyyyaaaaahhhhhhh!”

Another scream resonated through the room causing Luna to jump into action. With a wave of her hand, everything around them shifted and twisted until the bedroom was split into two different spaces divided in the middle. Next to Sweetie Belle’s bed appeared a second one. On it, however, laid Rarity Belle, currently in the process of suffering the same fate as her little sister. The Princess of the Night couldn’t help but notice the more mature but equally hourglass figure of the older unicorn as she was assaulted by the same entity.

“ENOUGH!” Luna roared. Her horn lit up, her eyes glowed, and with a burst of magic, everything came to an abrupt end. The two mares laid on the bed, though Sweetie Belle quickly regained control of herself. Approaching the young unicorn, Luna asked tentatively. “Sweetie Belle, are you alright?”

Sweetie Belle nodded before looking around, confused. “W-What happened? We were playing and… then I can’t remember anything after that,” she said, but her tone was frightened and she shivered slightly. “What happened to me, Luna? And why the hay am I naked?” She blinked, then covered herself in a hurry. “Pony feathers, I’m naked!”

Closing her eyes, her horn began to spark but whatever she was trying to do wasn’t working.

Luna, still worried about her friend’s well-being, placed a hand on her shoulder. “Sweetie, you’re stressed… why don’t you go put something on instead of imaging it?” With a snap of her fingers, her room returned and Rarity vanished from Sweetie Belle’s sight, but she was still there for Luna to see and watch over as the older mare did not wake into a lucid dream, much like her little sister had done.

“Bummer,” with a cute blush spread over her cheeks, she stood up and moved to her drawer, still a bit apprehensive about her nudity. Something that she was quick to notice. “H-Huh… I don’t remember being so… shy before. I mean, we’re both mares and this is a dream…” she said, moving her arms away.

“You don’t have to do anything you don’t like, Sweetie,” Luna said, watching her and Rarity closely.

Sweetie Belle shook her head. “It’s okay, I guess. I’m… I’m feeling a lot better now, Luna.” Arriving at her drawer, she pulled out a fresh pair of panties and a bra. The unicorn held it in front of her for a few seconds, then sighed. “Hey, Luna… do you know what happened to me?”

Luna frowned a little, but knew better than hide the truth from her friend. Nevertheless, she needed all the information she could gather first. “Sweetie, what do you remember?”

“I already told you, Luna, I just froze and then… nothing! All I know is that when I came back to my senses I was scared and my body was cold.”

“Cold?”

“Yeah, but not ice cold or chilly cold, just… cold, but it wasn’t unpleasant, just scary. I hope that makes some sense,” turning around, now pressing her bra closely to her chest, she asked. “Was I… was I having a nightmare?”

“Honestly? I don’t know what was happening to you, Sweetie. I’m baffled, to say the least. You were suddenly pulled from a lucid dream into a nightmare and yet you remember nothing… hmmm… I think it wasn’t a nightmare at all. Sweetie Belle, is there anything you can tell relating to strange and paranormal experiences that have happened to you lately?”

Again, Sweetie Belle shook her head. “Nothing worse than what usually comes out from the Everfree Forest.”

Luna sighed, sitting on the edge of the bed, glancing over to Rarity every now and again. It seems she truly doesn’t know what happened to her. I’m also willing to bet the same applies to Rarity, she thought before turning her attention back at Sweetie Belle, who was still topless. Smirking, she crossed her arms. “Say, Sweetie, if you don’t mind me asking, what’s your bra size?”

Sweetie Belle let out another groan before moving her arms and the bra away to reveal her tits once more. “I’m an F-cup. Do you see this!?” She asked, presenting her large bras as some sort of evidence. “Rarity has to make them for me! She’s a dang E-cup for ponies sake! And my mom? She’s also a dang E-cup! Why is every mare in my family carrying udders instead of breasts!?” She said while cupping her breasts and glaring at them, accusing them silently.

Luna barked out a laugh. “O-Oh my staaaaars! S-Sweetie, are you complaining about having big breasts when almost every other mare in Equestria, nay, in the entire world complains about the exact opposite problem!?” She asked, barely able to stop herself from laughing every two or so syllables.

“They are stupid ponies that don’t understand why having stupid big breasts sucks so much, Lunaaaaaaa!” The unicorn whined, still cupping her breasts. “My back hurts all the damn time, for starters! Using bras, even these ones that Rarity made especially for me because there’s not a single shop that sells bras my size made for ponies! Do you know how much cow bras hurt? A LOT!”

Luna nodded, smiling, and snorting every now and then while covering her mouth with a hand.

“Oh, and don’t get me started on how I can’t see where I’m walking! I can’t see my toes when I stand still, and they are so. Damn. Sensitive! I hate using bras because, surprise surprise, my nipples are also crazy sensitive, but if I don’t use bras then my back pays the price!” Reluctantly putting on her bra, she stared daggers at Luna’s chest. “What are you, a D-cup? I’d kill to switch tits, Luna.”

Clasping the lock on the front, the unicorn let another frustrated sigh. “And that’s another thing! I can’t touch my back, why? Because my damn udders don’t let me! They’re so big that I can’t reach out on my back! I used to be so nimble when I was filly, but now I can hardly dance at all! By Tartarus, how does Princess Celestia deal with her breasts!? She’s, what, a G or H-cup?”

“G-cup, actually,” Luna replied, still smiling. “You know, I shouldn’t tell you this, but you almost mirrored my sister’s rants almost word for word I simply can not tell you,” she giggled. “Before we became alicorns, my sister complained every day about her huge breasts. Mind you, back in those hectic days we didn’t have bras or anything to truly help out with that, so she had to endure their weight every single day.”

“Then how does she deal with it now? Her balloons look soooo uncomfortable,” Sweetie Belle asked, wincing as she tried to imagine herself in a similar situation as the young Princess of the Sun.

“Simple, my dear Sweetie Belle. Alicornhood. We embody the traits of all ponykind. Many ponies, including the earth ponies themselves, forget that. And two nice additions to that is endurance and strength. Multiplied to fit an alicorn, of course. And voila! No more back pain. After we became alicorns, Celestia grew really fond of her breasts. I mean, you can see how she flaunts them all the time, right?”

Sweetie Belle moved in front of Luna, nearly hitting her face with her pair of milky marshmallows. “Make me an alicorn right now, Luna! I’ll be the Princess of Si--” her plea was suddenly interrupted by her bra snapping open all by itself.

Luna blushed and was taken aback when her entire field of view changed to fit the enormous bouncing and jiggling pair of Sweetie Belle’s tits right in front of her face.

Impossibly, Luna watched as the tender pink nipples of the young unicorn were pinched and twisted only for them to stretch forth as an unknown, unseen force slurped on them hungrily. The alicorn knew that was what happening for she could hear the obscene act happening right in front of her eyes!

The marks of hands appeared once more all over Sweetie Belle’s body, mainly around her thighs, butt, waist, and large breasts. Invisible fingers driven by the mere remnants of an astounding, cold, terrible force danced all over her white, fair skin; marking the unicorn as property, reducing her as a mere plaything… or something far more insidious.

Luna charged her horn to attack again, seeing her friend frozen and her eyes unfocused once more, but the whisper of that nightmare moved first. It slid Sweetie Belle’s panties down with contemptuous ease before bending her forward.

“AAAAHHH! C-COLD! It’s really cold! Stop, please! I-I don’t want this!” Sweetie Belle a moment after the entity easily plunged its member deep within her moistening canal. “I-I don’t like it, b-but it feels good! The cold feels good!”

“Sweetie Belle…,” Luna whispered, horrified, unable to look away from the vile act happening in front of her. As her horn lessened its glow, Sweetie Belle was suddenly lifted into the air and, in an act that was nothing short of mockery, the entities spread her legs wide to present the pussy of her friend, violated and dripping. Then, her asshole also began to spread and the cry of pleasure and panic released chilled her bones.

“NNNGGGHHH! Y-You ruffians! My Spikey-Wikey will end you, you hear me! Ahhh! W-Why is it so cold!?”

The protests and threats of Rarity caught her attention and she turned to see the older unicorn not separated by a veil of her power, but now forcefully brought back into the dreamscape of her little sister by that same entity assaulting the younger unicorn.

Similarly to her sister, Luna watched as Rarity was pinned to her bed and fucked vigorously by that unseen power. She could see her white fold and pink interior spread and contract as an invisible phallus ravaged Rarity’s pussy. Her mouth had been shut either by lips or another cock shoved down her throat.

The cries for help, the ardent protest fo the two mares, and their loud, constant moans made Luna realize something as she stood up and summoned a door. Opening it, fully aware that she would be leaving her dear friends to suffer a terrible experience, she snarled as her eyes glowed with incredible power and raw rage.

“This will never stop until I find the source of this. Whatever you are, you better be ready to face MY WRATH!” Luna roared before shutting it close, vanishing an instant later.

End of Part 1

Author's Note

Special thanks to anyone that read this!

Project: Part 2

Sugarcube Corner

Morning came and the roosters sang before the sun completely illuminated the land. As a being normally bereft of sleep, Lone Soul could not have imagined how his accidental power nap had done him some good. As his consciousness returned, so too did his energy. Any semblance of motion would have to wait.

The door opened to reveal a lanky yellow stallion with an orange-colored mane and tail wearing his usual work attire. “Pinkie Pie, time to wake up!” He called out gently, entering her bedroom without a second thought.

His voice seemed to do the trick as Pinkie began to stir awake, her eyes tiredly opening before using her hands to rub the drowsiness away. “Mr. Cake? Wha--aaaahhaaaa--aaat time is it?” She asked, yawning and trying hard not to fall asleep again.

“It’s nearly seven, Pinkie. Did you sample a cupcake buffet before going to bed? Again?” He chuckled at the memory as he reached her bed.

“I don’t remember… it’s all fuzzy,” she explained, slowly regaining coherence. “I was doing something but something happened.”

“Well, that doesn’t give us too much to go on,” with a playful puff of air, he signaled her to the door. “Come on, get up and take a bath. We have a lot of work to get… done,” his voice slowed down when he saw the sheets that covered the pink party pony being pulled down seemingly by themselves. He continued to stare while Pinkie remained oblivious until her breasts came into full view. “Pinkie!”

Pinkie stared at Mr. Cake for a moment, seeing him pointing a finger at her while blushing madly. Then she looked down and saw the bedsheets reaching her belly button. “Eeeep!” She cried out, her self-consciousness kicking in to knock all lingering dizziness from her perception. “Now I remember what happened!” She tried to pull the covers up, but something seemed to fight against her. “Loney!”

“Loney?” Mr. Cake asked, unable to look away as the bedsheets reached her groin and soon revealed her nudity. Pinkie froze for a moment, her arms pressed at her sides to pin her against the bed as the covers drifted to the floor. “Pinkie, what the hay is going on?”

“F-Funny story, Mr. Cake. A spirit came to me last night,” she began to explain just as her legs were spread apart, but she didn’t fight it this time. “We talked and I offered him my help. His name is Lone Soul or Loney,” she said, smiling at the eyes only she could see. “I don’t know what happened last night, but I think we kinda knocked each other out? Loney, do you know?”

“Overload,” was all he replied before ramming his cock deep inside her pussy, right in front of Mr. Cake who watched the pink folds give away to the girthy member inside.

“AAAAHHHHH!” She moaned, smiling as her vision filled with colorful spots for a few moments. “S-So… yeah!”

Mr. Cake watched his employee and general assistant getting fucked before his eyes, his ears catching her melodious moans as his pants began to feel a bit too constraining. “A spirit with a name… must be, uhhh, quite powerful… so him, you know,” he awkwardly pointed at the small bulge that appeared with every thrust the entity gave her. “Are you okay with this, Pinkie? He’s not dangerous?”

“Mr. Cake,” Pinkie moaned his name. “I-If Loney was d-dangerous, he w-would’ve done something to you al-alreadddyyyyyyYYEEESSSS! H-Harder, Loney!” She screamed, wanting to wrap her legs around something but she was being forced down while the horny spirit seemingly intended to fuck her into her bed.

“Touche,” Mr. Cake coughed. “Lone Spirit… darn, this never gets easier… uhmm, I may not be familiar with… whatever spirits do or why they love sex so much. But I need to know, will Pinkie be able to work today? Because we have a huge order and we, my wife and I, really, really need her help.”

Suddenly, Pinkie’s left nipple stretched upward. The sucking sound that echoed through the room a moment later dispelled any doubt to what the spirit was doing.

“L-Loney says yes!” Pinkie gasped.

Mr. Cake nodded slowly. “Great, great! That’s all I need to know. Oookay then, Lone Spirit. I’ll leave you to finish your thing. I may not know much about spirits, but I trust Pinkie’s judgment.”

The stallion turned around, not bothering to his painfully hard erection as he practically rushed out the room. He left the door open and only the distant gasp of Mrs. Cake was heard before the slamming of another door echoed.

“Now that he’s gone, I can really get to work!” Lone Spirit exclaimed before he not only increased the speed and strength of his thrusts but also mercilessly flooded Pinkie’s body with his energy, both giving her immense pleasure and preventing her from cumming at the same time.

“Ahhhhhh! Aaaaaaahhhh! C-Cum! I want to cum! L-Loney, please!” Pinkie begged, tears filling her eyes but the relentless pounding didn’t stop. Her entire body spasmed, her breasts bounced freely whenever Lone wasn’t sucking on her nipples, and her orgasm kept on building more and more until the point where not even the cold, ethereal pleasure Lone was giving her was enough to stop the aching pain; the burning fire had become a raging volcano in her loins.

Lone Soul knew this and he exploited it. With a final thrust, he poured a substantial amount of pleasure directly into her womb, which quickly spread all over her body making her muscles tense and contract rapidly. Then, the cork was pulled and she came hard.

Her scream was pure white noise, the pleasure nearly overwhelming as it almost knocked her out again, but she somehow managed to endure. Her toes and fingers curled, her tongue lolled out of her mouth, her eyes rolled to the back of her head, and she squirted directly into the waiting mouth of Lone Soul.

The spirit greedily indulged in everything she had to offer, everything he had earned. He continued to drink and absorb the succulent sexual energy, that otherworldly connection of the purest, most raw emotional height there was and felt himself regain his strength much faster than he thought he would with just one mare. And yet, she was still giving him more. A second orgasm came, weaker than the first but welcome all the same while eating her pussy out, and finally, the valve was closed.

Fully recharged, a simple wave of his hand was enough to collect enough ambient energy to bring the poor mare back her senses. “A promise is a promise,” he kept his word to the absent Mr. Cake. Pinkie was still breathing hard and unable to move properly, but her afterglow would wear off eventually.

“I -oh my gooooosh- I think I deserved that one, hehehe!” Pinkie laughed.

Lone moved, sitting next to her while keeping a firm grip on her right breast; a physical reminder that he was there. “You’re not mad at me for what I did?”

“Nope!” Pinkie replied, no hesitation or resentment in her tone. “This isn’t the first time Mr. or Mrs. Cake have seen strange stuff happen to me before, you know? Comes with being a Pie,” she breathed out. “Sooooo, how was I?”

Lone Soul squeezed her tit. “Delicious like a cupcake~,” he teased. “You were right, I did get way more energy out of you playing your way than using my usual methods. I’ll take them into consideration and use them whenever I see fit.”

“That’s all I ask for, Loney,” letting out another sigh, she looked into the eyes of the ethereal mist sitting next to her. “What are you going to do now, Loney?”

“I don’t really know, but I’ll figure something out,” he replied. “Take care, Pinkie. Friends?”

“Friends,” she giggled. “Feel free to come back whenever you want~!”

Floating out of her bedroom and out of Sugarcube Corner, he mused. “I wonder what her first paranormal encounter was like? I should ask her when we meet again. As for right now? A certain mare needs my help.”

**********************************************

-Ponyville, the Morning-

Lone Soul floated about Ponyville though not aimlessly. He wasn’t in a hurry nor there was any reason for him to be. Closing his eyes, he smiled, letting the spiritual, magical, and swirling life energies of the village flow through him, allowing him to feel each individual and entity within it. “Aaaahhhh, I feel rather refreshed after Pinkie Pie’s generous contribution! I’m still not as strong as I was before, but I think I can fix that easily enough~” he sang to himself, chuckling and shaking his head. “Heh, it seems her party essence stuck with me a bit too much, now I’m singing and thinking about parties! Too bad I have no one to invite!”

Cracking a joke at his expense, he opened his eyes to see his target was approaching. He winced when he saw the fuming grey aura threatening to engulf the entirety of the building he was nearing. When he was close enough, the bell rang. Not five seconds after the bell started ringing a wave of foals came out running from the building with the intent of swarming the playground next to it.

Lone Spirit wanted to smile at the sight of young colts and fillies playing, but when he looked closer to them, he could see that they were tainted by the heavy humor of the aura coming from the schoolhouse. Still, the foals played and laughed and cheered, but their merriment was tarnished by such a sad, heavy burden placed upon them.

He slipped inside the building and what he found was exactly what he was expecting. “Oh, Cheerilee… it truly baffles me how teachers and professors, those responsible to take care and guide young minds, are often some of the saddest living beings on the planet. Although your sadness is different, is it not, Cheerilee?” He asked whilst approaching the rather curvaceous, big-breasted, and charming teacher.

Unknowing that she was being watched and approached, Cheerilee rubbed her aching shoulders while letting tired sighs. “...Maybe I should retire early while I’m still young and pretty?” She let out another sigh before stretching her back, popping a few joints. Looking at the small pile of papers stacked to her right, she almost felt like crying. “I love my job, but the worst part of it has to be reviewing exams and homework,” she chuckled. “I used to be such a free spirit! Jubilee would cry if she saw me reduced like this, complaining and whining all the time,” she said before taking the first paper, placing it before her.

“But you love the foals and you love teaching! You truly care for them, you are an exceptional professor, Cheerilee, you should be proud of what you do! Believe you me, I would lose my mind if I were in charge of looking after more than a dozen foals,” as he floated around her, his expression soured slightly. He ran a hand through the miasma-thick aura of Cheerilee and groaned in disgust. “Tch, nothing but stress and soreness. When was the last time you treated yourself? It’s gotten so bad that even your students are reacting to it.”

Lone Spirit watched her work through papers one through four, thinking on how he could help the teacher without being too direct about it. He could easily opt for the more straightforward approach, but that would be plain indecent and would surely traumatize a few foals, not to mention most likely cost Cheerilee her job, so that option was out.

“Hmmm. Bingo!” He snapped his fingers, smirking. “Pinkie Pie, it’s time to put to practice what you taught me,” moving behind the magenta mare, he lifted an index finger and focused on it. “Huh… gotta be careful. I can’t charge a handful of energy like usual. No better way to learn than breaking habits, I suppose,” he shifted his focus down to a spark of energy that would in no way overwhelm the poor mare.

His goal was to make her feel relaxed, take her stress away, not drive her into a post-orgasmic coma.

After half a minute of tedious, admittedly challenging energy channeling, Lone Spirit nodded. He then used his other hand to help him aim at the core of all her aches and stress. Locating it at the base of her neck between two of her vertebrae, he almost winced when he saw her abused pressure point. “Here, Cheerilee, this will help you go through your day and maybe encourage you to go to the spa or drink some tea, for Spirit’s sake.”

Lone Soul said in a soft, friendly tone before pressing his finger on that sweet, tender spot.

The effect was instantaneous.

“Ohhh!” Cheerilee cried out as an unnaturally cold, chilly, but incredibly pleasing sensation spread all over her upper body. “Oh my! It feeeeels… sssoooo… goooooood~,” she practically purred each word. Forgetting about the papers she was reviewing, she leaned forward on her desk, using her chest as a cushion while she enjoyed the cold waves of refreshing energy coursing merrily through her body. “I-It feeeeels like the caress of a c-chilly w-winter moooorning~”

Behind her, Lone Soul watched with mild fascination how his energy disrupted the flow of the accumulated stress, purging it without mercy and replacing it with a welcoming, cold, but welcome experience. A pure sensation of liberation, fulfillment, and relaxation all rolled into one.

As he watched, something at the back of his mind and deep within his soul resonated with what was happening. Like, he had done or seen that before. He quickly scoured through the memories of Spike, but found nothing of the sort. So, no, that odd sensation didn’t come from his benefactor… rather, it came from another source.

A flash of light blinded his vision, a split second, less than that, a whisper, a breath, the aroma of sunflowers and cinnamon filled his senses. The shadow of a smile, rose lips, and large breasts flashed before him followed by pain, loneliness, and emptiness, suddenly replaced by a distant warmth.

“Oh… it seems… it seems I’ve remembered a bit more of who I was,” he sighed. “None of that helped, but something is better than nothing, I guess,” shaking off the feeling, he turned his attention back to Cheerilee, who was now almost entirely free of the heavy burden plaguing her.

“Aaaaaahhhh~ That was better than a full day at the spa! W-What was that just now?” Pulling herself straight again, her entire back, shoulders, and neck popped relentlessly, but it was not painful. “I haven’t felt this light since my wild days in the Discohoof!” Giggling to herself, she fanned herself for a moment, humming a tone and taking another paper to check. “Hmmm~ Who needs marriage? Not this maaaaare~ Perhaps I should visit Berry’s bar tonight and find myself a stud to play with tonight~”

Lone Soul blinked, dumbfounded. He stared at the teacher for a few seconds before crossing his arms, nodding sagely as he did so. “H-Ha! Yes… exactly what I intended to happen! Nothing better than a full physical therapy to de-stress! All you needed was a slight push in the right direction, hahaha! Ha… yes…,” clearing his unexisting throat, he floated through the roof and wandered quietly towards Ponyville once more.

Author's Note

Special thanks to anyone that read this!

Project: Part 3

-Ponyville, plaza-

Lone Soul floated around with a cheerful grin spread across his lips. He watched the ponies and other creatures around him go about their days; their auras revealing their state of mind. “Heh, I’m actually surprised how many of them have some level of perception or are kind of in control of their emotions,” he said before staring at a relatively attractive older deep pink mare with her nose held high (literally in her case) carrying herself in a pompous stride. “But then there are ponies like her… such a shame, her tits look big and juicy,” he lamented himself as the mere proximity of that mare made others uncomfortable.

“Hmmm, maybe I should do something nice for them as I did for Cheerilee?” He said to himself before a playful grin spread across his lips. Without putting much effort now, a clone split from his ethereal body. The two of them shared a quick up-five before the clone moved towards the pink mare.

Once he was behind her, he used a finger to run it alongside her back, making her shiver and nearly lose her footing. “Gaaah!” She shrieked as the cold jolt of electricity caught her off guard. Taking advantage of her momentary distress and that many around the mare had stopped to look at her sudden outburst, the clone phased his hands through her body, ignoring her tube top until his hands came out the other end just beneath the E-cup jiggling breasts of the uptight mare.

In a swift movement, he grasped onto the edges of the tube top and pulled them down just enough to cause her breasts to pop out.

“Free, be free to bounce and wiggle all you want!” Both Lone Souls cried out at the same time while the pink mare turned redder than a tomato. He was expecting her to cry out or shriek, but she instead tucked her breasts back and continued walking, pretending that nothing had happened. Around her, however, several stallions and a few mares were murmuring, their moods changed for the better at the expense of just one spoiled mare. “Huh, credit where credit is due. She’s a tough one.”

“Yeah, no kidding. Hey, want me to go back, or do you want to have some more fun?” The clone asked.

“Do I really need to answer that, me?” The two spirits chuckled before resuming their stroll through the quaint village.

As the two Lone Souls floated about, they kept playing a few pranks here and there. Most of it was innocent and harmless; lift a skirt here, show a boob here, cop a feel from a particularly large set of mammaries one or twenty times, or make a mare drop what she was carrying just to gaze at her panties when she bent over to pick it up.

It sure brightened the mood around the onlookers.

“I think Pinkie was right. Doing nice things for others is surprisingly refreshing,” Lone Soul said, smiling.

“Yeah, and we get to sample the goods while we’re at it. It’s a win-win for everyone involved!” Added the clone.

“You know what sucks about being a spirit?” Asked Lone Soul.

“Apart from all these amazing abilities?” Replied the clone in jest.

“...I need to work on my sarcastic responses,” Lone Soule cleared his throat. “No. Look at that,” he said whilst pointing at a nearby stall selling fries, burgers, and candy. Then, a grey postmare with a blonde mane bought two burgers from the stall and moved away. “We can’t eat… I miss eating.”

“You and me both, partner, amigo, compadre, pal,” sighed the clone. “I’m just a spirit and yet I can feel my belly aching.”

“I can’t even remember what food tastes like,” Lone Soul lamented before suddenly pointing at the stall. “But that doesn’t mean I can’t try!”

Nodding to each other, the two spirits moved to the stall and stood still as they observed the fatty, juicy, and mouthwatering dishes presented in front of them. Without saying anything, the two dove their heads into the basket filled with hot-steaming fries. The two took great mouthfuls over and over again for several seconds until they pulled back at the same time, munching at empty air.

Before they could say anything or even share a glance, they took a ‘bite’ out of a few prepared burgers ready for serving.

“Ohhhhh, it tastes soooo good! Meaty and filling, yum yum!” The clone said.

“And the fries are salty and just right, quite delicious!” Lone Soul agreed, munching at nothing.

It wasn’t perfect and it certainly didn’t fill the empty void in their stomachs, but it tricked their gnawing need to ‘eat’ something. With his hunger abated, at least for the moment, Lone Soul and his clone turned around to find two gorgeous young mares sitting on a bench. Curiosity took over when they saw one yawn, so they chose to move closer.

Sweetie Belle rubbed one of her eyes before Diamond Tiara handed her a tissue, which she accepted. “You look like crap, Belle. Trouble sleeping again?” The unicorn nodded. “Hey, if you want, my father’s shop sells some pretty strong sleeping pills. I could get you a few bottles at a discount.”

“Thanks but no thanks, Ti,” Sweetie Belle yawned again. “I fall asleep like a log, it’s the nightmares that get me and Rarity.”

Diamond Tiara made a face of disgust. “I hate nightmares, they interrupt my beauty sleep,” she said while cupping her breasts. “And these babies need it~”

“Well, my ‘babies’ hurt my back and lately I hardly have the energy to carry these udders around…,” the unicorn said before yawning again.

“Eh, whatever. So, what are the nightmares about?”

Sweetie froze as her entire body shivered, frightened. “Just… just bad things, okay? I don’t want to talk about it,” came her reply devoid of the usual bubbliness in her voice.

Lone Soul frowned at that. He had eavesdropped on their conversation and now lost interest as it moved into shopping and frivolous things. “Hmmm, what do you think?”

“That it isn’t our problem. Should we taste them?” The clone asked while groping at invisible breasts in front of him.

“No… let’s go for another mare.”

“Heh, softie,” the clone mocked.

With a snap of his fingers, the clone dispelled and the energy returned to Lone Soul’s body. “No point in arguing with myself,” sighing, he left the two young mares to their privacy and moved around to find his next proper target. His search didn’t last long as he found his perfect target: the mare he had seen previously at the burger stall. “Mmmm, she’s not nearly as stressed as Cheerilee was, but she could use a helping hand. I could help her right now… but I think I’ve done my good deed of the day and I’m still not fully restored,” watching the visually impaired mare eat peacefully with her daughter, he smiled. “I’ll follow her and wait until the night arrives.”

With that plan in mind unless anything else happened, he set about sticking close to Ditzy Doo, or just Derpy, as he came to learn, for the rest of the day. To stave off boredom, he entertained himself by playing a few pranks on mares that got too close to him or by sending chilly waves of pleasure up Derpy’s back; giving her a tiny taste of what she would experience that night.

Lone chuckled each time the pretty but regularly absent-minded mare shuddered at his touch and showed no mind about touching her body in public, inspecting it; whether she didn’t mind or didn’t notice the eyes gazing at her each time she did it was beyond him.

Eventually, the sun lowered until sunset came and the night began to take form. Derpy finished her rounds, bought some groceries (a moment in which Lone thought it would be pretty funny to cup the breasts of the mare just to fluster the cashier), and then headed home just as the moon was beginning to shine brightly in the sky. As soon as the door was closed, a voice called from within the household.

“Mom, is that you?”

“Yes, Dinky, I’m home!” Replied the bubbly, happy mare.

“You’re a mother?” Lone Soul questioned in surprise. “Credit where credit is due, Derpy, I’d never have guessed~,” he sang as he traced a finger over her back, sending another chilly wave of pleasure to tingle all her body. Just in time, too, as Dinky walked out to meet her mother wearing only a pair of shorts, a visible thong thanks to the strips hugging her waist, and a loose shirt that covered her braless decently-sized breasts.

Dinky didn’t hesitate to help her mother take off the grocery bags and also kiss her cheek. “I’ve missed you so much, mom! How was your day?”

“Loooong,” Derpy replied, returning the gesture and stretching her arms and back, making it pop. “Ohhh! I needed that. What about you, honey? Are you feeling better?”

“A lot better, thanks,” the conversation continued as the two moved into the kitchen with Lone Soul following Derpy closely. “The cold really knocked me around good, huh?”

“All that matters is that you’re feeling better now,” Derpy said, smiling, as she poured herself a glass of water. After drinking it, she let out a long, deep yawn. “Nahm, nahm,” she said, clicking her lips and tongue. “Looks like I’m more tired than I thought.”

Dinky sighed and shook her head in disapproval. “You should take a day off and go to the spa, mom. You need it and you deserve it.”

“Don’t worry, Dinky. I’ll make sure your mom gets a relaxing night. You’ll see that by tomorrow morning, all her stress will be gone,” Lone Soul promised with all the solemnity his perviness would allow.

“Maybe… but right now I can use a nice, hot bath and then I’ll go to sleep early,” Derpy said as she unbuttoned her mail mare shirt to reveal her large breasts, safely guarded by her blue, frilly bra.

Lone Soul smiled before putting a finger against the hook of the insulting piece of fabric. “Ooops~” with a snap, it was done.

Dinky watched as her mother’s bra suddenly came undone all by itself; all but bursting forth until it landed on the floor. “Wha-?”

“Ehehe, sorry!” Derpy scratched the back of her head, not bothering to cover herself in front of her daughter. “I must’ve put on one of your bras by accident… again!” Making nothing of it, she picked it up and handed it over to her daughter. “Sorry for that, Dinky. I’ll go take a shower now, okay?”

“Ah… uhm, y-yeah,” taking the bra, the younger mare watched her mother turn around and walk away towards the second floor. “Take care…,” with her mother gone, she examined the bra in her hands. Without even needing to check the size tag, she knew it wasn’t one of hers. “Huh… that was strange. My mom may be a bit of a klutz, but she’s not that prone to accidents,” she muttered to herself, eyeing the bra in suspicion. Then, she shrugged. “The stress must be getting to her,” with that said, she began to walk out of the kitchen and headed upstairs.

Nearing the bathroom, she heard the water was already running while her mom loudly hummed a song for her enjoyment. Entering the bathroom to drop off the bra, she froze where she stood. Blinking and rubbing her eyes together, the bra now forgotten on the ground, she stared more intently at her mother’s figure past the curtain that gave only a silhouette of the mare taking a bath.

Watching her mother’s, admittedly, shapely and slightly curvaceous figure wasn’t a surprise.

That her breasts were moving up and down as if someone was cupping or playing with them was the issue. Now, it wouldn’t be a problem were it not for the fact that her mother’s hands were currently on her head applying shampoo. “H-Hey, mom, you okay in there?”

And just like that, her knockers returned to their natural swaying. “Yup! I’m just enjoying the water! Do you want to join me?” She asked in jest, giggling.

“N-No! I’ll… uhhh… I’ll be in my room, okay?” Turning around, forgetting about the bra, she walked away from the bathroom, shook. Putting a hand on her forehead, she was relieved her fever hadn’t come back. “I must be seeing things or the cold is playing a trick on me,” she muttered before making her way to her room, sitting on the edge of her bed. There she remained, but she was uneasy. After hearing the water die out and her mother returned to her room, Dinky headed to the room next door; her worries eating away inside her mind.

She found the door open and her mother putting on a pair of panties, her sole nightly attire. “H-Hey, mom?”

“Yes, Dinky?” Derpy asked, smiling.

Taking in a deep breath, she continued. “Okay… I might sound crazy but… the bra? It was yours, not mine… they don’t just snap like that. And when I entered the bathroom… I… I think I saw your b-breasts moving on their own--” she was interrupted by Derpy putting a hand on her forehead. “Moooooom, I’m serious!”

Pulling her hand back, Derpy clapped. “And here I thought your fever was back! Honestly, Dinky, I think I would notice if my boobs were suddenly moving on their own!”

“Says the pony that can’t figure out matching socks and has butter in her fingers,” Dinky replied, unamused.

Both mares stared at each other for a second, before breaking down in giggles. As their conversation moved on to trifle things, Lone Soul crossed his arms, humming softly to himself. “She might be a problem,” he said to himself before a clone came forth without a trace of effort on his part. “Hey, my nakama, why don’t you keep an eye on Dinky while I pay her mom a visit?”

Clone Soul chuckled whilst both mares left the bathroom, still smiling and in good spirits. “Of course, pal, I’ll be sure to keep a close eye on her.”

“And no funny ideas this time, okay?” Lone Soul warned.

C-Soul dismissed the concern. “Yeah, yeah. I won’t do anything you wouldn’t.”

Satisfied with that answer, both souls moved to follow their respective targets. Phasing through the walls they soon stuck close to the unbothered mares. Patiently, Lone Soul waited for Derpy to fall asleep, something that didn’t take long showing just how tired the pegasus truly was. Smiling to himself, he approached without a sense of doubt in his mind. What he was going to do was what Derpy needed, same as Cheerilee, but now he could actually give her the whole package.

Slowly pulling the bedsheets aside to reveal the almost completely naked mare peacefully sleeping. She hadn’t bothered to put on anything other than her panties before climbing onto bed, something that both made Lone Soul happy and sad at the same time. He’d come to enjoy stripping mares out of their cumbersome clothes.

“No matter~,” he said before reaching towards Derpy’s breasts. His cold touch made her shiver and mumble in her sleep, a blush appeared on her cheeks alongside a smile as the pleasurable coldness that only a spirit such as himself could provide swept through her body. He squeezed her breasts not too roughly, only just enough to let her supple warmth to reach him while also allowing him the joy of feeling her softness. He could feel her stress as he kneaded her milkers and he sighed.

“How many burdens do you shoulder at a time? Here, let me help you,” he said despite knowing she couldn’t hear him, be it awake or asleep. He rubbed his face on her breasts, motorboating them while at the same time placing gentle, almost loving kisses across her skin. Sprouting two additional arms from his back, he started to play with her nipples; twisting, pinching, and lightly pulling in order to make the sleeping mare moan while pleasure mounted inside of her.

“I-ice cream makes my tummy… tingle…,” Derpy muttered in her sleep, shivering slightly but not in discomfort.

Lone Soul chuckled before taking in one of her nipples, sucking on it lightly to avoid waking her up but also managing to snatch a deep, guttural moan from her. Looking down to her nethers, he saw that a wet spot in her panties was increasing in size with every moment that passed. Using his tail, he began to pull down her panties, relieving her from that burden and letting her be completely in the nude.

The thought to use his powers to give her more pleasure crossed his mind, but he rejected it immediately. Too much pleasure would wake her up in a panic and he was doing this (mostly) for her sake. With a final pull from his tail, her panties came off and he tossed them aside. Letting go of her nipple, he began to move down her body while his busy hands kept playing with her breasts; groping, fondling, and basking in the sensation that only a mare with big boobs like her could truly give.

“Mmmmhmmm~ F-Feels so… cooooold, b-but guuhhhddd~,” Derpy mumbled in her sleep before a sharp jolt of pleasure almost made her cum a little. Half-asleep, Derpy managed to partially open her eyes to find a most curious sight. Her breasts were moving on their own in a way that suggested someone was groping them. And not only that, she could see the shapes of fingers forming as they pressed on her flesh. “Nnnggghh!” She moaned again as now she could feel more of that strange but wonderful cold pleasure coursing throughout her entire body like a stream.

Two, four, maybe more hands were touching her body all over the place, from her breasts to her stomach, waist, hips, and her rump, every sensible part of her body was being touched at the same time. Even the sweet spot between her wings was being caressed, somehow, whilst she laid on her bed. Though all that sweet tingling pleasure was just a small part of the total thanks to what she felt to be a pair of lips and an impossibly gifted tongue invading her pussy, though it wasn’t in any way aggressive. If anything, it was almost caring and gentle. “M-More…” she mumbled while her toes curled in pleasure and her fingers grasped her bedsheets.

“Aaaaahhhh~,” she let out a loud moan, guttural, primal moan of pleasure as another tongue entered her tail hole to wriggle inside her tight hole, instantly multiplying the pleasure she was feeling. “C-Cumming!” She warned, her legs trying to lock around whoever was giving her so much pleasure.

XXXXXXXXXXXXXXXXXXXXXXXXXXXX

At the same time in another room, Dinky was already fast asleep in a lucid dream, pacing back and forth across an empty green field. “I’m not going crazy. I know what I saw! S-something weird is going on, I just know it!”

“Something weird like what, Dinky?”

“GAAAHH!” Dinky screamed, the area around her flickering for a moment before settling back on the verdant field she was standing in a moment ago. Looking to her left she discovered the owner of the voice and found none other than Princess Luna herself sitting on a giant glowing mushroom. “Y-You startled me, Princess Luna!”

Luna giggled, crossing her legs and smiling cheekily at the young unicorn. “Oh, you know I love doing small pranks. Pipsqueak can’t get enough of them. I swear he’ll make an excellent Nightmare Night planner,” she said before turning a bit more serious. “Now, Dinky, what is upsetting you? I could see your distress through the dreamscape from across Equestria.”

Dinky sighed and sat down as the ground itself reshaped into a grassy armchair for her to rest. “It’s my mom, Luna… something weird is happening to her.”

Luna raised an eyebrow. “Another accident? I know Ditzy can be prone to buttery fingers but-”

“No, no. Nothing like that! Like, her bra just snapped all of a sudden! And then when she was showering I swear I saw something playing with her breasts,” she sighed. “And last time I checked she’s not haunted or anything…,” she added with a tired tone before looking up to see Luna contemplating something. “Princess Luna?”

“How certain are you of this, Dinky?” Luna asked in a dead-serious tone, her eyes narrowing in barely contained anger.

Dinky nodded. “Absolutely, Princess Luna. It happened before my eyes!”

Luna closed her eyes for a moment, trying to think on what her next move would be. Alright… let’s see what I’ve learned so far. This thing, whatever it is, seems to be the same one that attacked Sweetie Belle and Rarity, not to mention the leftover marking spread across Ponyville, Fluttershy’s cottage, and Sugarcube Corner. But no matter what I use to try and track it, nothing works. Think, Luna, think! What is it that you are not seeing? Why are your usual methods of hunting rogue spirits, specters, and demons not working?

The alicorn thought long and hard for a few minutes from her perspective, but for Dinky, it was only a couple of seconds.

Usual prey… usual methods. Usual. Oh… oh, how did I not see it before!? Chastising herself, she opened her eyes; both orbs flowing with magical might. If my usual methods don’t work, then unusual methods will be needed. Since I can’t track this being through the trace energy it leaves, I’ll find it following what it doesn’t possess: a presence. You wish to hide? I’ll seek you out, her eyes quickly changed from glowing blue orbs to pitch black, hollow voids with a single white dot at the center.

Luna expanded her influence across Ponyville and the flow of energies of several formless entities made themselves manifest alongside the magical signatures of all active magic users. It didn’t surprise her that Twilight’s castle was like a roaring bonfire, and that was her point of reference. With it, she was able to track the leftover movements of something strong enough to hide its presence to perfection from someone using conventional means of searching.

The alicorn smiled when she found the largest black, empty blotch sitting right on the Doo’s household.

“FOUND YOU!” Luna roared, victorious, before snapping out from Dinky’s space, leaving behind a very confused mare.

XXXXXXXXXXXXXXXXXXXXXXXXXXXX

Clone Soul was bored out of his mind. There was nothing to do except watch Dinky sleep. “Meh, she didn’t even walk around her room or try to sneak away! She just hopped into bed and fell asleep! Daughter of the month, everypony,” he sighed before extending an arm to slide down the covers keeping the young unicorn warm. “Hmmm, Boss said to not do anything funny, right? But maybe I can play a little without--”

His line of thought was suddenly cut short when, all of a sudden, the shadows of the room moved all around him. “What the fu--”

The shadows pierced through the essence of Clone Soul, dispelling him instantly before coalescing into the shape of Luna. Groaning, she heard the loud moans of Derpy coming from her room. Moving so fast she nearly destroyed Dinky’s door, she reached Derpy’s room only to find the creature that had assaulted her friends and who knows how many other mares, having his way with yet another victim.

“Abomination!” Luna cried out. Not wishing to waste another moment, she unleashed her power without so much as contemplating the form of her enemy; there was no parley to be had, only extermination.

A flash of light filled the room and a second later… there was nothing. The entity had vanished and the residue of its presence quickly faded into the ether where it belonged.

“Victory,” Luna mumbled to herself, fulfilled and accomplished at what she had achieved. Her eyes returned to normal and she let out a sigh of relief and exhaustion. Then, she turned to Derpy, who was now waking up in full. “Hello, Ditzy. The incubus assaulting you has been eradicated.”

“Incubus?” Derpy replied with sluggish energy. “You mean the invisible guy?”

Luna nodded. “Yes, so don’t worry, Ditzy. You’re safe now, it won’t bother you again,” to her surprise, instead of seeing relief or joy on the mare’s face she only saw disappointment. “Is… something wrong, Ditzy?”

Closing her legs to conceal one of her hands rubbing her needy clit, she let out a little whine. “I… wanted to talk to Invisible Guy,” she shuddered as the last of the icy pleasure left her body. “He was making me feel soooo goooood~”

Luna, mouth agape and half-baffled, half-horrified after hearing such a response, replied. “You actually liked it!? You do realize that it was assaulting you!?”

Derpy blushed and nodded. “B-But he was so gentle! And it felt soooo good!” She let out a frustrated sigh. “I was about to cum, too.”

“And I don’t need to hear this right now!” Luna declared, her horn igniting. “Destroying that incubus took a lot out of me, so I’ll be heading back to Canterlot. Please, Ditzy, be more careful, okay? Sexual entities are nothing more than parasites that latch onto mares to fuel themselves with our pleasure. Never forget that,” with that said, she teleported away.

Derpy rolled on her bed for a few moments before letting out another sigh. “But… he was being so nice,” frustrated yet confused by Luna’s sudden intervention, she fingered herself until she came, experiencing a good though dull orgasm before falling asleep again; wishing for a chance to meet that Invisible Guy if only to talk to him.

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-Canterlot, Luna’s Personal Bedchambers-

Luna appeared in the middle of her room in a flash of magic. Letting out a sigh of exhaustion, she collapsed on her bed, tired but incredibly pleased with herself. “One less incubus in the world… another flawless victory for the Mistress of the Night,” while she wasn’t one to boast, she felt like a little pat on her shoulders was deserved after eliminating such a threat.

Suddenly, she felt a cold tingle spread from the base of her tail up her spine. Before she could react to it, the freezing but not unpleasant cold enraptured her horn, rendering her magic as useless even as she tried to summon it, only to be rewarded by a cold sense of pain with each try.

She tried to stand up but found all of her strength was drained and all she could do was roll on her own bed, unable to fight back against her invisible assailant. “Show yourself, coward!”

Lone Soul let out an annoyed groan. “Says the one who ambushed me without even giving me a chance to fight. How the mighty do fall, my dear Princess of the Night.”

In truth, Lone Soul was equally angry and taken aback by what Luna had done and how he nearly met his untimely demise. Remembering it made his energy flow agitatedly. He had been on the verge of giving Derpy a monumental orgasm when all of a sudden he felt the connection with his clone cut. Then, before he could even register it, a massive dark figure appeared on the doorframe of Derpy’s room and blasted him without mercy with the intent of exterminating him wholesale.

Lone Soul shuddered but also growled at the same time. Were it not for his instincts and reflexes reacting before him, he would’ve surely met his end at the hands of Luna. Faster than the blink of an eye, he moved to the only area where he had latched to the only spot where he would be safe from her attack: her own aura.

Now, emerging from her aura, he allowed the alicorn to see him; her eyes growing wide as he manifested right before her eyes. “Now it’s my turn. I am going to talk, and you are going to listen, Princess.”

Chapter 5 End.

Author's Note

Special thanks to anyone that read this!