Officially, they were there to celebrate Stellar's upcoming birthday. In practice, Starlight had chosen to use the visit as an excuse to finally come forward about her feelings towards Sunburst with the older mare. Watching the way Stellar clung to her son, not even the first time since they'd gotten there, Starlight began to question if she really was making the right choice.
"I'll be taking this to my old room, then," Sunburst said, carrying his baggage up the stairs once his mother released him.
"Sure thing, dear," Stellar Flare said, beaming at him with more happiness than any non-pink pony should ever reasonably exude. "Don't hesitate to call if you need help with anything."
"Of course, Mom," came Sunburst's distant reply, while his hooves and the end of his tail finally disappeared up the flight of stairs.
Stellar Flare sighed happily. "It's so nice to have him back here. Even if it's just for a while." She turned towards the other mare in the room, and most of her happiness seemed to suddenly wither away. "I believe you mentioned you wanted to talk about something, didn't you?"
Starlight could swear the room had gotten colder, though she knew her shaking was just the result of her nervousness. "Y-Yes. I-I think it's better if we move to the living room. You know, to sit down while we talk and everything."
Stellar gave a purely formal nod. "Very well then."
Silence stretched out for a brief moment. The only real sound was that of Stellar Flare sipping on some tea. Starlight's cup, meanwhile, lay on the table. The mare had emptied it quickly, hoping it would help calm her nerves, and had refused to hold it for too long out of fear of dropping it. She'd been too distracted to actually notice anything wrong with the flavour.
"So..." Starlight awkwardly, nervously wrung her hands, eyes darting alternatively between random corners of the room and the mare who happened to own it. She feigned a cough, and looked out the window. "Nice weather we have today, eh?" she tried, hoping the other would somehow ignore everything said before that.
The attempt at suddenly derailing the conversation had, predictably, no effect on Stellar Flare, who simply kept eyeing Starlight the same way. "So?" she asked, inviting the other to actually finish asking her question. Not that she didn't know what it was, but she clearly wanted to hear Starlight say it.
Starlight had known Sunburst's mother back when they were still foals. And the mare hadn't really changed since then, going by memory, she'd simply gotten older. But Starlight's younger mind had failed to pick up on a lot of details about her that she now had the maturity to properly appreciate. Like the clearly magically enhanced breasts, or the makeup that was just a touch too heavy to be considered classy, or the rather... questionable length of the vertical splits in her dress that fully exposed the sides of her hips and most of her cleavage.
Suddenly realising how much her best friend's mother looked like a whore had only made things more awkward than they already were. Which is not to say they weren't already plenty awkward by themselves, with her being there to talk about her feelings for said 'best friend'. "So... Uh... Do I have your blessing to ask Sunburst out?" Starlight timidly asked.
Once again Stellar squared her up and down, and Starlight could feel herself crumble from the inside with every nervous shake of her frame under the older mare's gaze. Finally, Stellar clicked her tongue, a disappointed frown creasing her brow. "I'm afraid you're not quite what would be appropriate for my son. Nor what he would like, for that matter."
Starlight suspected she actually would start to physically fall apart as she heard that, and was already preparing to teleport out of there and find herself a nice little hole to hide inside of and drown herself in her tears in, but something came through the roaring building in her ears that made her stop and listen.
"But," Stellar said, "there is something that can be done about it. Lucky for you, I know just what's needed to fix you." She took another sip of her tea.
Starlight latched on to those words like a sailor holding on to solid land against a storm. "What is it?" she asked, almost hyperventilating, barely not pushing herself to her knees. "I'll do anything."
Stellar gave her a weird smile, as her horn lit up. "Oh, there are a lot of things we'll need to change about you. But I'm sure my Sunburst will love you by the end of it. Are you sure you want to go through with it?"
Just hearing his mother mention the possibility of Sunburst loving her back was enough for Starlight to feel like she was flying without wings or magic. "Yes!" She vigorously, furiously nodded. "Whatever it is I'll do it."
Stellar's smile widened, and her horn shone brighter. "Very well."
Only then did Starlight notice the aura of light green magic that had enveloped her body. And that was slowly sinking inside her body. Before she had time to fully register that, she felt something akin to a buzzing in her ears, only distinctly spreading inside her head, and a few sparks of colour danced in her vision. "What's going on?" she asked, confused and suddenly dizzy. Her horn sputtered and fizzled, and she didn't even realise she'd tried to use her magic.
"Just the required changes to make you into a good fit for my Sunburst," Stellar candidly replied. "You agreed to do anything for him, didn't you?" Starlight's vision was getting cloudy, but she could swear she saw the mare opening up her dress. And wearing nothing underneath it. "Oh, he'll be so happy to see you once this is done."
Starlight tried to say something. Instead, she just fell forward on the ground. Her whole body felt the way her arms did when she accidentally slept on them wrong and then woke up, yet it wasn't unpleasant. Kind of like waking up, or falling asleep. Colourful flames danced in her vision, and she could swear she heard a voice whispering something to her. A sweet sweet voice that she just had to follow.
And follow it she did. Leaving behind her worries, and her confusion, she followed the newfound trail worming itself through her mind. She felt relaxed. At peace. She felt she was heading somewhere important, but it was a pleasant journey. Like a wonderful dream, permeated by the unnatural certainty of the goodness of its everything.
Starlight sighed. She felt oh so good. Her whole body was at once completely relaxed and hypersensitive. It was like every inch of her was just the same as her marehood. Like her entire body was just the same as her cunt. There to feel good, there to be fucked. Her entire body existed to be fucked.
Existing to be fucked. Such a weird thought. Yet the more it resonated in her mind, louder and louder as it bounced around the walls of her head and freely spread through the emptying halls of her consciousness, the more it felt right. Desirable. Wonderful. Why would a pony not wish for something like that, after all? An existence of pleasure, free from worry and nervousness.
And there, right then, Starlight knew it could be her truth. It could be her reality. It could be her. It felt so nice, so liberating to be free from all those worries that had been consuming her. She couldn't even remember what they'd been there for. Instead she could just feel good. All she needed to do was give up all her silly, useless thoughts, and become a fucktoy. And be happy. So why not choose things to be that way, that wonderful way, when she could?
A drunken chuckle escaped her lips, along with a line of drool. A fucktoy. That's what she was. Liberated from worries and insecurities, a life devoted only to pleasure. It felt so good. But a good fucktoy needed a body to match. As Starlight lay half unconscious on the floor, she silently accepted the next step of the process, and the remaining effects of Stellar's spell began to manifest themselves, fed by Starlight's own magic.
The unicorn's clothes shifted and morphed, her old outfit replaced by something far more revealing and in places decently larger too. Gone were her formal blouse, her modest skirt, and especially gone was her underwear. In their place came a frilly miniskirt so short it might as well have been a belt, long tight stockings hugging her legs, and as a top an obscene mockery of a school uniform cut and designed in a way that made it impossible to close it on the front, never mind how it did not reach past her navel.
Her skirt and top were too large for her right then, but Starlight's body was quick to match and stretch their sizes. Her tits grew larger and heavier, surpassing even Stellar's bigger than naturally possible chest yet remaining firm in their shape, but not too rigid or unpleasant to the touch. They pushed against the confines of her top, which somehow held itself so it was covering her nipples and just barely reaching the edges of her areolas, but no more or less. She had to admit, she'd never thought simply having something pressed against her nipples could feel so good.
Her hips widened until her new would be skirt was pulled tight, yet her waist actually shrunk to bee-like proportions, leaving her with an exaggerated hourglass figure. Her ass filled out to the point where she'd always have cushions wherever she chose to sit, a round pair of buttocks that jiggled with every bump and step but always firmly maintained their shape. Her nails, mane and tail grew longer and took on a pretty, artificial colour, and so did her lips after considerably sizing up. She needed two proper cock pillows for when she gave head, after all.
And she couldn't wait for her chance to give it. Nor to give Sunburst any other part of her body, what was the point of being a fucktoy otherwise? But there was something bugging her in her head. Boring stuff about complicated magic that had nothing to do with sex or being a good slut for her Sunburst. A relic of her old self. Her old, neurotic, unhappy self. Stuff she didn't need anymore. She happily flushed those thoughts away, and found she was much happier with a truly clear and empty head. Now she could fully focus on being a good fucktoy.
Starlight slowly got to her knees, blinking. "Like, what happened?" she asked, sputtering slightly as she got used to her inflated lips. She idly toyed with one of the newly formed pigtails her mane had been shaped into as she looked around the room, until a wonderful sound caught her attention.
Near the door to the nearby room, a fully naked Stellar Flare choked and sputtered around her son's dick. "I missed your throat, bitch," he said, mercilessly hilting in her and slamming her face against his crotch. He was too focused on fucking Stellar's mouth and insulting her to look up, and that gave Starlight enough time to get up, then promptly fall to the floor as she failed to balance herself with the added weight of her new tits. She did what any good fucktoy would, and opted to crawl towards him on her knees instead. He saw her just as he pulled back his fat cock and sprayed Stellar's face with cum, and he grinned widely at her.
Stellar noticed that, and turning to look at Starlight, but only after she'd made sure to properly catch all of the flood of her son's cum she was being bathed in, she too smiled. "See? She turned out so well," she said, one hand plunged into her cunt while the other toyed with her nipples. "Come here, Starlight dear. Let me teach you all about how to suck dick."
"I wanna suck Sunburst's cock!" Starlight happily got closer, dragging herself forward on her hands and knees. And she really did want it. She already loved Sunburst before, of course, but she'd never thought he would have such an amazing shaft between his legs. Her need to taste it, to worship it, to feel it inside her was overwhelming. So big, so long, so beautiful, the stallion's balls so full and round and heavy. She'd never known a cock so amazing could exist, and she needed to get to it as quickly as she could.
Her tits almost touched the ground on her way there, and at moments she dipped lower more so to feel the floor rub against her nipples through the fabric of her top than because of their weight. She leaked a trail of arousal from her pussy, almost parallel to the one Stellar Flare had leaked already. She finally got in front of the cock she so coveted, and straightened her back to have her mouth at just the right height.
Sunburst's hand came swift on her cheek, the slap knocking her off balance and sending her tumbling into Stellar's embrace. "Listen here, bitch," he spat. "When a fucktoy like you is having the privilege of getting some purpose by being fucked by your owner, you don't get to call me by my name. You call me Sir, or Master, or God, or whatever other title that empty brain of yours might come up with that makes it clear I own you. Is that clear enough?"
Starlight wasn't sure what was making her the horniest. Pressing against Stellar's magically inflated breasts and smelling her son's cum on her, the way her cheek burned ecstatically where she'd been hit, or Sunburst's words seamlessly searing themselves into her otherwise mostly void thoughts. "Yes, Master!" she said, kneeling straight again. "This fucktoy is sorry for her mistake. I hope you will still grant me the honour of being fucked by you and your glorious cock."
Sunburst's smile widened. "She came out great mentally, too." His other hand patted his mother's mane affectionately, if very much possessively, like an owner at once both petting a dog and reminding it of who is in charge. "I'll give you an extra breeding later. Maybe I'll even finally decide to knock you up." His shaft visibly twitched as he said that, though Stellar was too busy having an orgasm to see it. Her pussy gushed a puddle on the floor, drool fell from the edges of her mouth, her eyes rolled back and she babbled incoherently for a few seconds.
Sunburst looked extremely proud of his mother. Then he focused his attention back on Starlight. His face turned cold and hard like iron. Without speaking a word he sunk his fingers into her mane, took hold of the back of her head, and guided her towards the tip of his dick.
Starlight, to her credit, took it all extremely well. She offered no resistance, slurped up what she could by running her tongue along Sunburst's length as her head was moved, and once in front of his tip her lips parted effortlessly and she even began to take him in by herself. Her mouth and throat had been remade to be a cocksleeve for his pleasure after all, and he easily slid his tip inside with how wet they both were. But Sunburst's cock was far more than just his tip, and once that was in he did not stop.
He pushed. He pushed, and he pushed, no regard for Starlight's sudden involuntary struggles to accommodate his size. She did not try to pull away or fight back, because she knew a good fucktoy would never do something like that, she was merely displeased that her body still struggled to properly service her Master. Although the knowledge that even a magically altered body such as hers still needed training and practice to become accustomed to his length and girth did send a few streams of arousal rushing down her thighs. The thought of how amazing her owner was could only be an incredibly arousing one, after all.
Finally, Sunburst hilted in her throat, her face pressed against his crotch. He just held her there, enjoying the tightness of her neck around his cock, while Starlight felt herself losing awareness bit by bit as she failed to breathe properly. But it was a giddy kind of dizziness, she was almost looking forward to passing out if it came to that. And besides, the taste and smell of Sunburst's cock were too intoxicatingly beautiful for her to complain. They filled her mind utterly and completely, just like his cock itself filled her throat.
"I wasn't sure you had it in you," Sunburst said to his mother, finally beginning to slowly pull Starlight off his cock. "You really fixed her up nicely. Do you think you could do the same with other mares, too?"
Starlight felt her pussy clench and her nipples harden. More fuckdolls for her Master to play with was such an amazing idea. She absolutely had to help out with it, if it happened.
"Of course, dear. Every mare you want should be yours to use," Stellar Flare replied, but by the tone in which she spoke, her expression, and the way she was going at her cunt with her hand, it seemed she was mostly just getting herself off to that specific fantasy. Once she came again, with a shudder and a spray of juices from her nethers, she smiled lovingly at her son. "The spell uses the subject's own magic, like the one you used on me. The only thing that needs to be there is the subject's willingness to change for you. That's what the drug is for."
Sunburst's cock finally slid fully free from Starlight's mouth, and flopped onto her face. The unnaturally busty mare began to lick it up and down, transfixed by the sight of it, going all the way down to Sunburst's large, hefty balls and all but literally drowning herself in their smell. As he enjoyed her eagerness, he casually asked, "The tea, right? Did you drink it too?"
"It's how I always make it." Stellar Flare's tongue lolled out of her mouth, one hand still in her pussy, the other still mercilessly twisting her nipples. "I love keeping myself dumb and horny for you, dear. I know you like it when I make myself into more of a mindfucked slut for you."
Something seemed to ignite inside Sunburst, or so Starlight, if she'd still had a brain capable of it, might have guessed at seeing his cock spring up and away from her face. Instead she merely tried to sit straighter to reach it again, before a rough push from Sunburst's knee sent her down on her back and his hoof pressed over her collarbone kept her there. Meanwhile he grabbed Stellar by the neck and threw her on the floor, landing with her tits over Starlight's face. Grabbing hold of his mother's round and magically altered ass, Sunburst lined himself up and shoved his cock inside her pussy. Stellar screamed in ecstasy.
"You really did it this time, you slut," he said, thrusting into her and slapping her ass. "If you want it so bad then I'll give it to you!" Suddenly he shifted position again. He sunk down to his knees, and forced Stellar to slide forward until her thighs were above Starlight's eyes. His own cock sunk between the younger mare's huge tits, as she began to lick both the tip of his shaft and Stellar's pussy with her tongue. "Beg for it," he demanded, yanking his mother's tail.
"Please!" Stellar Flare yelled. "Please, breed this pussy. Knock me up, my love, my Master. Fuck my slutty cunt and get me pregnant." Her hands were both busy twisting her nipples with frenzied abandon, and Starlight's were doing the same with her own while pressing her huge tits around Sunburst's cock. Her horn was alight underneath Stellar's body and pumping a glowing magical dildo in and out of her own pussy. Sunburst, spurred on by those words, shifted forward again. His girthy shaft sank fully into his mother's leaking cunt, his heavy balls resting over Starlight's whorish mouth and receiving worshipful licks and kisses from her thick lips and tongue.
His thrusts came fast and heavy, his hands digging into his mother's backside and wide hips as he bred the hole that had birthed him with everything he had. Something about knowing the depths of his mother's depravity and perversion, combined with finally getting to have another bimbofied mare for himself, had fully pushed him over the edge. That was the day he'd put a child in Stellar's pussy, the day their relationship would finally reach its zenith. They had worked long and hard to get there, and it was only right that he celebrate by finally taking that step.
Already thoroughly stimulated by her previous blowjob, and by the knowledge and display of what had happened to Starlight, it didn't take him long to reach his climax. "Take it, slut!" he cried out, slapping his mother's ass and hilting inside her. "Get pregnant you dumb bitch. Get knocked up!" His balls tensed up and his shaft twitched, and he came. Stellar could only moan as he began to shoot inside her. And when Sunburst came, he came a lot.
The two mares there were not the only ones who'd used magic to enhance their bodies, and Sunburst's long history of degeneracy with and without his mother had led him to do quite a bit to himself, if not in ways that were as immediately apparent as what they had gone through, or at all visible from the outside. Aside from his refractory period being nonexistent and his sexual drive and stamina reaching abnormal levels, he had taken particular care to improve the quality and amount of his ejaculate. There was something about giving his mommy a lot that stirred him deeply.
So when his cock began to finally shoot into her, he came buckets, literally. His shaft kept twitching and shooting loads in his mother, Stellar kept moaning as her pussy, already thoroughly stretched by his impressive cock, was pushed wider and wider with each second, as her womb filled with his cum, as her inflating belly pressed against Starlight's head beneath her. The time it took for him to fully cum was over a minute, and by the end of it his mother looked like she wasn't just pregnant, but almost ready to give birth.
Sunburst pulled back out of her, but he was nowhere near done. No. That was the day he'd decided to go and do things all the way, and he was only getting started. Starlight's new body was already going to be impossible to hide, so he might as well go all out and breed his new girlfriend there and then. He shoved his mother off Starlight's face, spanked the young mare's cheek and tits as he drew lower with his cock still as hard as before, and slid inside her wet pussy without any issue.
Starlight barely had time to realise what was happening, and immediately her back arched and she screamed in utter bliss at being filled. "Yes, Daddy!" she yelled out, making the still intelligent ponies there glad the house was magically soundproofed. "Fuck my cunny! Knock up your baby girl!" she begged, beginning to push and thrust her hips into Sunburst's own. Being fucked by him was everything her new self wanted, everything she existed for, and between that and the physical alterations making her whole body a thing of pleasure with a hair trigger she was cumming what she still had of her brains out harder than she ever had.
Stellar, meanwhile, having largely regained herself, crawled on all fours to Sunburst's side and watched him fuck his newfound girlfriend, playing with her nipples and pussy while he did. Her horn lit and she brought the teapot over from the other room, and she poured herself another cup, dipping some of the cum dripping from her fingers in it. She wanted to stay horny to the point of stupidity for her boy. Her Master.
She had always loved her Sunburst, but it hadn't been until his father had left that she'd realised just how much she really loved him. Just how she really did. And she wanted the best for her boy. He deserved it. She'd made herself the best for him, even if admittedly she'd already done quite a bit of work on herself before then. She'd taken great care of him once he'd come back, once his father wasn't there, chasing after some other bitch. Didn't matter. He didn't deserve her as much as her Sunburst.
And her dear boy, he'd developed a bit of a preferred type over the years. Probably because of her, evident in the kind of smutty magazines he liked, all tastes of his she'd encouraged and fed. An exaggerated version of the kind of qualities she already embodied was what he chased after, and it was what she'd make sure he'd get. Obedient, sexualised, dumb and horny. Her dear boy was smart, and together they'd figured out a way to make any mare into a mare he'd want to sink his cock in. Stellar was almost tempted to undergo the full transformation herself, but her Master still needed help. He still deserved more, and she'd help him get it. Maybe once his harem was complete she'd finally allow herself to fully embrace her role as his bimbo.
For the moment, she was more than content getting herself pleasuredrunk on her drugged tea, twisting the hard nipples that capped her inflated tits, and rubbing her stretched belly with feverish enjoyment. Being so full of his cum, knowing she was finally pregnant with his seed, it was everything she had ever wanted. Just thinking about it was enough to make her cum.
Not as hard as his other girl was cumming at that moment, though. Sunburst had begun thrusting in and out of Starlight's pussy and the girl had completely lost it. She was babbling and moaning, screaming incoherently with her back arched and her horn sputtering magic, as the stallion held onto her wrists and pulled on her arms while hammering into her cunt. The bulging outline of his cock was visible as it pushed against the inside of her wasp-thin belly with every thrust, and the sounds of his fat balls slapping against her ass resonated rhythmically beneath her pleasured cries.
"You like that, don't you?" Sunburst said, angling his hips a little differently to make his cock stand out more as it stretched her insides. His magic came to adjust his glasses, threatening to slide down his nose, and sweat matted his mane and goatee and beads of it rolled down his pecs. "Tell me how much you love it, you dumb slut. This body was made for my cock! That's everything you are. My fucktoy, isn't that right?" He almost stumbled over his words, absorbed in how good the girl felt around his dick, tight and smooth and soft and velvety. Starlight didn't answer in any coherent way, she was far too overwhelmed by the whole experience.
Stellar saw it as her duty to provide the added vocal stimulation her son clearly craved and deserved. She crawled behind him and pressed her tits and belly into his back, then let her hands glide over his chest and began to whisper sexually into his ears. "That's right, Daddy. Breed the little bitch. Put a foal inside her like you did with me. Fuck her cunt like you fucked your mother's. Bloat her. Mark her. Make her all yours. Cum inside this dumb bimbo slut and watch her break around your cock. Own her. Wreck her. Fill her up."
Hearing his mother dirty talk to him like that finally did Sunburst in. He'd always had a weakness for her after all, especially her acting like a full on slut who got off on servicing her son's cock. He pulled on Starlight's arms as hard as he could and hilted his cock inside her as deep as it would go, and once again his floodgates opened and he began to cum inside the unicorn.
If Starlight was in a world of pleasure before, she was sent somewhere even further as soon as she felt the first of Sunburst's many, many spurts of hot thick cum begin to spread her insides. Her mind went blank like the most potent of orgasms, but there was no coming down from it. It was like electrical current running directly through her brain, keeping her locked in place in that numb, pure white state of utter bliss that shone bright enough to wipe away everything else, so powerful it was the only thing filling her mind.
Sunburst watched Starlight's belly balloon in front of him, every second of it growing bigger as he came in it only making him cum more, the sight of her bimbofied body getting bloated with his cum heightening his orgasm in ways he'd never experienced. It was everything he'd wanted from the moment he'd met her again. To have his old friend turned into his own personal dumb fucktoy, his obedient sexy slut. And he got to mark her, breed her, fill her with his cum and put a foal in her.
Gone were the days of being his awkward, insecure self in front of her, of being intimidated by her talent and intelligence. He could finally be his real self, what he wanted to be, what he could only be while alone with his mother before. Powerful, controlling, a Master to be worshipped. Just as his mother had always taught him he should be. Finally he had another girl put where she belonged for him, as the two of them had always wanted, as they had worked towards for so long.
His orgasm finally came to an end. He was panting, and he shivered as he became once more aware of Stellar's hands on his chest, of her tits pressed against his back. For a moment he just sat there, admiring Starlight's round stretched belly and her big tits visible just past it and letting his shaft lazily twitch inside her. She was panting too, tongue lolling out of her mouth and leaking drool onto the floor. He was still hard and ready to go. Of course he was, with everything he'd done to his body towards that goal. And he wanted to go again.
He pulled out of Starlight, and turned slightly. One of his hands reached out behind him and grabbed a fistful of Stellar's mane, and his magic took hold of Starlight's neck. He violently dragged both mares towards his crotch, until they both had their faces near his cock, and putting his hands on the backs of their heads he pushed both of them in.
Neither one took more than a moment to begin licking and kissing and giving muffled moans as they worshipped his balls and shaft and ate up all the cum still on it. Both with their fat tits and full bellies pressed against the ground, they each reached out with a hand to stroke his cock with. Occasionally one would go to the tip and take it in her mouth, and suckle on it and let it slide out of her lips with a loud pop, and when she was done with that the other would take her place. They took turns licking, sucking, jerking, worshipping, doing it together instead when and where they could. Each took one of Sunburst's balls in her mouth while their fingers entwined as they stroked his shaft together, and both looked up at him with submissive adoration.
Sunburst looked at them with twisted pride and primal lust. Each one more warped than the other into a perverted, sexualised image of his own likings, both physically and mentally. Both filled to the brim with his seed, both soon to bear his children. His mother completely subservient to him, his best friend rendered a parody of herself, a fuckdoll for his enjoyment. The sight of it was almost enough to make him cum again, and their hands and faces gliding over his utterly drenched cock made his meat quake and clench and his heart yearn for more. More sex, more perversion, more control. He was utterly immersed in the debased indecency that had up until then remained just a tightly concealed fantasy shared with his mother, and he was drunk on it.
Maybe that, maybe the amount of noise the two mares were making while absolutely slobbering all over his cock, was the reason he didn't hear the insistent knocking on the door. As for the girls themselves, they were far too mentally conditioned to wholly focus on the shaft in front of them to even register any sound that wasn't Sunburst's voice. And if none of them heard the knocking, certainly they couldn't have possibly heard the door opening and closing, or the hoofsteps coming down the hallway.
But they did hear the voice when the intruder began to speak, still out of sight. "The Great and Powerful Trixie thought she would surprise her friends with a vi-" Trixie's words stopped halfway through her throat like her step stopped halfway through the door, frozen at the sight of what she found there. Sunburst was frozen as well, having only had the time to turn towards the source of the noise before the mare had come into view.
Starlight was nowhere near as slow to react as either of them, and before anyone else could do or say anything a bolt of magic left her horn and hit Trixie, knocking her paralysed and unconscious on the floor. Then, admittedly reluctantly, Starlight let go of Sunburst's cock and quickly rushed over to the fourth unicorn. "What are you doing?" Sunburst finally found it in himself to ask, suddenly a little unsure if he really wanted his mother to keep jerking him off the way she was doing. His cloud of relentless arousal began to lift and he was suddenly assaulted with doubts about everything they had done, regrets about ever planning out those fantasies with his mother and getting her drugged up to the point she actually followed through with them.
Starlight brought a chair in from the next room over and tied the unconscious mare to it with her magic. She didn't actually consciously think through the spell for it, she just did it. Her old self was still there, with all her knowledge, but buried beneath her new thoughts. It only acted in the unconscious, as a reflection of her new desires. "I'm going to put this snooping cunt in her place, Daddy," she said.
Trixie was wearing her usual stage outfit, which doubled as her regular outfit. Her friends had never managed to figure out if it was because she never abandoned her stage persona or because she was too poor to afford more than one set of clothes. Thick shiny purple stockings up her legs until mid thigh and purple gloves midway to above her elbows to match, her hat and cape, a purple corset from above her crotch up to over her modest, almost flat chest, and a folded blue skirt with a V-shaped front that reached past her knees at its lower point and still a decent bit below the edge of her legwear at its highest. Pink panties under that.
Her eyes were slowly starting to open and Sunburst still didn't know what to do, and his mother had taken his whole cock in her throat in the meantime, not even looking at the scene in front of them anymore. A little bit too much tea, evidently. What could he even do? Wipe her memories? He'd still have to explain Starlight's changes. Change her too? Those would be yet more things he'd have to explain later down the line, and another pony warped in his mad perversion. Another mare made into a fucktoy for him. He saw Starlight levitating the tea over and he leaned into his mother to hold himself up, while his cock began to spray out cum towards her stomach like an open faucet.
On some level he still knew what he had done and was doing was wrong, but just then he had fully gone past the point of being bothered by that and arrived where knowing it just made everything better. He had taken his and his mother's perverted fantasy and pushed things so far they were becoming a reality, and he didn't care anymore. He just wanted more. He watched the entire following scene while in the midst of his uncontrolled orgasm, searing it into his mind as what he wanted to happen, fully embracing his new self and life.
Trixie came back to consciousness. She didn't get to speak. Starlight closed her nose shut with her magic, and jammed the teapot's beak into her mouth, forcing her lips to stay closed around it. Running out of air with no alternative, eyes darting around in panic, Trixie drank, and drank, until she drank the whole teapot's worth. Finally the teapot slipped from her mouth and clattered to the floor. "Starlight, what are you do-" Were Trixie's last words before she was silenced again, by Starlight jamming her horn into her mouth and partly into her throat and firing a spell into her.
The drugs hit Trixie just a moment after the shock had. Her eyes rolled back, her breathing became slow, her body went limp. Starlight kept pouring her magic into the unicorn, a modified version of the spell Stellar had used on her. Again, she had no conscious awareness of how any of it worked, her brain had just worked in the background to reverse engineer the spell and give her one that she could fuel with her own far wider magical reserves, rather than only using Trixie's unremarkable quantities. And fuel it she did.
The glow of magic enveloped Trixie's barely conscious body and immediately she began to change. Sunburst watched, transfixed in his mid-orgasm state, as the absurd amount of aphrodisiacs the mare's system had been just flooded with and Starlight's guidance worked in tandem to warp Trixie farther than he'd ever even thought the spell could physically take things. Her brain was completely overwhelmed by forced lust, stronger than anything and everything else, and it began to reflect in her form even more so than it had with Starlight.
Her tits ballooned out. Stellar's were big and Starlight's were possibly bigger, but Trixie's quickly ended up larger than either's, and still kept growing after that. By the time they were done growing they were big enough they could have fit the combined size of the other two mares' racks' volume with room to spare, wider and more pronounced than theirs by at least half their diameter's length. Despite their massive size they retained a rounded, solid shape, capped with wide nipples clearly hard as diamonds at that moment.
Her ass and hips widened and grew to match, making the other two mares' look almost small. Meanwhile her waist shrunk to the point Sunburst feared it would snap, a thought which only made his cock flex within his mother's throat and his balls tense as the flow of his ejaculation grew more intense for a moment. She looked like he could fully wrap around her waist with his hands, like a doll who didn't need to worry about having organs in there. Her legs grew longer, slender past the thickness of her hips.
Her lips inflated themselves until they almost threatened to eclipse the lower half of her face, the top one pressing against her nose and the bottom one just barely not reaching lower than her chin. There was a permanent opening between them, the glossy cock pillows that made up her new mouth simply too big for her to fully close them. There was a line of drool already leaking from that opening, falling down the rest of her face and onto her massive cleavage. Her mane grew longer, long enough to touch the floor, becoming shiny and luscious and curling itself in complicated twirls and weaves.
Her arms grew longer and thinner, her fingers slender, her nails long and polished. Her eyelashes fluttered, thick and long, over glazed eyes that seemed to permanently glow, and at the right angle looked like they were filled by wide heart shapes. Her hooves became a different colour, to match her nails and lips, a bright bubblegum pink. All her clothes changed to that same colour as they warped themselves around her new body.
Her skirt and panties vanished. Her stockings became tighter, highlighting the difference between her massive ass and her thin legs. Her corset, no longer covering her tits but still wrapped around her bust beneath them, lengthened itself downwards and passed over her crotch and genitals, and up the other side between the tight valley of her asscrack. Then, slits appeared on the bottom, allowing immediate access to her holes. Her pussy was leaking already, leaving a river down the chair into a small lake on the floor. Her gloves lengthened until they were almost at her shoulders, but became fingerless.
Her cape rolled itself up tight around her neck, folded and magically altered until Trixie was left with a collar there instead, wide and thick and covering most of her throat with already a D-shaped ring attached to it, ready for a chain or a leash to go there and have her pulled around by it. Her hat, already a magically charged item with far more space inside it than one would have guessed at a glance, turned into something with a far more fitting look for a similar function, and so Trixie's look was completed by the almost comically small purse strapped over her shoulder and hanging at her side.
Starlight, satisfied if a little drained, pulled her drool coated horn out of the hyperbimbofied mare's mouth and began to undo some of her bindings. Trixie stared dumbly at the scene around her, until her eyes settled on Sunburst and her marehood gushed out a jet of arousal. That was enough to make him even harder than he already was, and he pulled out his fully erect cock from his almost unconscious mother's throat, letting her body fall to the ground on her back. Trixie's eyes focused on his dick, and she began to pant like a dog.
Sunburst wanted to fuck her, then and there, but Starlight still had her tied to the chair. "Not yet, Daddy," she purred in a honey sweet voice. "We need to make sure she's perfect for you mentally, as well." She tapped on Trixie's horn to get her attention, and when that obviously didn't work she grabbed hold of it and turned the mare's face towards herself. She only looked at her at first, studying the results of her work, almost transfixed by the perverted exaggeration of it all.
Still needing something to sink his shaft into, Sunburst grabbed his mother's hips after she'd rolled around and was starting to crawl away from him, and sunk his entire meat into her ass. He began to thrust in and out of her backside while watching what else Starlight had in mind for his new cocksleeve. He was in an utterly frenzied state all his own, overtaken by an obsession with sex and control, a need to constantly feel pleasure and be fucking one of the mares he owned.
Starlight grabbed Trixie's cheeks with her hand, pushing her mouth to open a little wider. "What are you?" she asked, while her other hand went down to her own cunt and began to pump in and out of it, coating itself in the cum still bloating her belly.
"I am Master Sunburst's bimbo fuckdoll," Trixie replied, like an automated toy reacting to an input. Doing so still made her shiver, her nipples standing a little harder, her pussy leaking a bit more. "I'm a set of always ready holes and huge curves for him to cum inside of and onto, a toy for him to relieve himself, an obedient slave who will follow his every command and satisfy his every desire." She spoke in a largely flat tone, like she was reciting something without really understanding it, but her arousal still shone through. In truth all of that was too complex for the state her conscious brain had been reduced to, but it was still the subconscious backbone of her beliefs.
"That's a good girl." Trixie came a little at that. Starlight was panting, shaking from the way her hand moved in and out of her pussy, her nipples stiff and sweat running down her body. In a fit of arousal she let go of Trixie's horn and moved her hand down her face and to her lips, and slid a pair of fingers inside Trixie's mouth. Seeing it, and feeling the unicorn instinctively sucking on them, made Starlight moan and move the hand to her chest to twist her nipples instead. "And what do you think of other girls, Trixie?"
"All girls should belong to Daddy." Trixie's eyes had snapped back towards Sunburst, her body twitching in pleasure as she watched him railing his mother's fat ass. "He should get to fuck everyone he wants to. Every girl should be a dumb slutty bimbo like me, ready to take Daddy's cock in every hole and do whatever he asks them to. Every girl would be happy if they understood how perfect our Master is and how much we should serve him."
Starlight threw her head back, a silent cry escaping her throat as she choked on her own orgasm, her pussy drenching her hand and thighs in her juices mixed with Sunburst's cum. "That's right, you fucking slut. Our Master is perfect and every girl should belong to him. Every mare should serve his huge, beautiful cock." Her eyes turned to Sunburst, filled with lust, and her horn shone. "Isn't that right, Daddy?"
Sunburst had been about to cum again. He was furiously thrusting in and out of Stellar's backside, panting and grunting, cock flexing, only not cumming because it had last happened not that long before. The sight of Trixie's body and the words her new voice spoke were driving him wild, turning him into a beast, his fingers digging into his mother's ass so hard they would have drawn blood had his nails been longer. When Starlight's spell hit him, he didn't even realise what was happening.
The magic hit his body and seeped into him, and he didn't get to react until it was already taking hold. By that point, he had no reason to do anything but moan in pleasure. His mother screamed beneath him as Sunburst's cock grew longer and girthier, stretching her asshole and insides wide. His balls grew larger, heavier, full of seed and churning out more. His somewhat scrawny build bulked up slightly, his muscles still not big but defined, toned. He felt himself growing stronger, manlier, overflowing with power. He felt himself in charge, controlling, domineering.
He grabbed his mother's neck, choking out her moans, and began to piston in and out of her with his newly enlarged shaft. His fat balls slapped against her pussy and clit over and over, and the older mare was soon cumming from just that, eyes rolling back into her head. "Take it, bitch," he growled into her ear, holding her back close to his chest and clawing at her tits with his free hand. He watched as Starlight, still half cumming from witnessing what she'd done to Trixie, undid the bindings still holding the mare onto the chair.
The moment Trixie was free, Sunburst discarded his mother, pulling her off his massive cock and letting her fall on the floor to pant and masturbate herself into orgasm. He approached the blue unicorn with fast, powerful steps, as she immediately fell to her knees and crawled towards him. They met in the middle of the room in moments, and before Trixie even had a chance to take his cock in her mouth like she desperately wanted to his arms reached around her body and he yanked her up. The roughness of the action only made the mare wet herself, and the same happened to both Starlight and Stellar, watching the scene and masturbating.
He slid Trixie's knees over his elbows, forced her legs to the sides of her body and her hooves near her head as he held her back against his chest, and joined his hands on her neck, locking her in place with her pussy drooling over his erect cock. She barely got to yelp in surprise and pleasure, and any other sounds she might have wanted to make were drowned out by her moans as Sunburst shoved his cock upwards into her and began to thrust in and out of her cunt at a frenzied pace. The outline of his dick was bulging out of her with every thrust, his balls swinging wildly as her tits bounced up and down, the smacks of his hips against her fat ass filling the room as juices from both sets of her lips were flung about in every direction.
Both other unicorns moved closer to him and watched in awe as he absolutely ravaged Trixie. Her eyes were rolled back into her head and her mouth was open, leaking out guttural moans and drool in equal measure. The force of Sunburst's thrusts had her backside turning red in moments, the sheer size of his shaft stretching her impossibly thin waist like a condom around him. He looked like an animal, a beast, a predator completely overtaking his prey. Trixie was like a toy to him, a tool for his pleasure for him to use without regards, and the two mares watching the scene couldn't stop themselves from toying with their tits and jamming their hands in the pussies he'd already stuffed full of cum and masturbating to the sight and sound and smell of the scene as they moaned and implicitly encouraged him to continue, to go harder, to breed her like he'd bred them.
Maybe because of that encouragement, maybe because he'd already been fucking his mother for a while before he'd switched to Trixie, maybe just because of how amazing her insides felt after her whole body had been warped inside and out and she'd been turned into a breathing sex doll, Sunburst didn't last long inside her. A short bit after he'd begun wrecking her cunt, he gave a sharp grunt and slammed her down on his cock. His fat, weighty balls tensed and the outline of his shaft inside the mare's body could be seen visibly twitching as cum began to flow upwards through it and into her.
He came even more than he had in his previous partners. Trixie was screaming in delirious pleasure all throughout. His orgasm was only slightly longer than the ones he'd had before, but the sheer production of his cum was significantly higher. He stretched her tiny mid section, bloated her up until she looked about ready to give birth and then a little farther still. Her huge tits came to rest on her overstuffed belly, and her spit began to flow there as her head lolled forward, somewhere between unconsciousness and overwhelming bliss. He let go of her and her body fell to the floor, then he sunk to his knees. His cock was still hard and throbbing, massive, but he was panting and slightly shaking, his mane matted with sweat.
Starlight knew what she had to do. The hidden part of her that still had intelligence, at least, and she followed its direction without understanding just knowing it would bring greater pleasure to her Master. "Daddy needs more power," she cooed, crawling next to him and gently placing a hand on his balls. "Daddy deserves more power." She planted her lips on his cock and began to kiss it, while her magic went to work. It slithered towards and around Trixie's and Stellar's horns, and stabbed into them.
Both other mares yelled out in pain and twisted pleasure as their own magic, the essence of their power, began to flow out of their horns and into Sunburst's. The stallion grunted in satisfaction as he felt himself growing stronger, his fatigue fading, his energies replenishing themselves and becoming greater than ever before. He arched his back, sighing contently as he felt himself more powerful than he'd ever been.
The spell stopped, leaving the two mares not so fully drained as to be ill from it, but still significantly less powerful and deprived of almost all their magic talent. That was okay, more than okay for them, they were meant to be inferior to Sunburst, to exist below him. Trixie of course was completely mentally subjugated, but even in her freedom Stellar found joy and delight in the event, a new way to submit to her son even further. Her twisted devotion to him was at that point the core of her being, having overtaken everything else in a tide of perverted lust, a state of things her son impregnating her had inevitably sealed. Besides, now that Starlight was there she was no longer needed to use her magic or intelligence, the other mare would do it better. She was a fucktoy, and she was happy about it.
Sunburst set himself straight again. A hand went to the back of Starlight's head and pressed her harder into his shaft, the other went to grab his mother's mane and did the same with her. "More," he said, his tone rough and breathy. His magic grabbed Trixie by the neck, turned her body around and forced her throat down on his cock. "More," he repeated, as all three of his slaves kept worshipping his shaft and his balls with their mouths and hands, covering them in spit and letting the taste and smell overtake them, letting their arousal and submission control them. And more he would get, he had decided, and they were gladly going to help him with it.
Author's Note
Don't drug your friends and give them bodymod against their consent and have sex with them afterwards irl. That's bad.
This story was originally a very short scene, and then I was asked to expand it, and then I ended up expanding it even further. You can see me trying to inject a plot and background into what started out as a purely fetish scene without justification, and while I don't think I did as good of a job at it as if I'd started with the whole idea in mind and I think the OOCness still comes as a little jarring I do hope the end result is still enjoyable. Who knows, if I ever do a sequel to this I might have a portion go more in depth about the backstory and how things got to the way they are here. I have it in mind but I'm not sure how well it came through in the fic itself.
