The Philter of Power

by LewdChapter

Rating: mature
Tags: My Little Pony: The Movie, Original Character, Porn, Tempest Shadow, Fetish, Profanity, Adventure, Sex, Zebra
Length: 4683

Tempest Shadow searches for a source of great power. Unfortunately for her, she finds it

As the right hoof to The Storm King, Tempest Shadow is after every advantage she can find. When she hears hushed whispers regaling of a potion that grants the user unrivaled power, she set off to the mystical continent of Zebrica to find it for herself.

What she didn't consider was that a potion of that strength is likely to have some side effects.

WARNING: this story contains zebra OCs and dragon transformation.

Commissioned by CrypticMetaphor

Cover is cropped from 1678693 on derpibooru

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Published 2021-04-03 14:30:02 UTC
Last updated 2021-04-03 14:30:02 UTC

The Philter of Power

Tempest Shadow was a mare on a mission.

Ever-focused and diligent, she very rarely found time for pleasure. Most of her time was dedicated to serving the Storm King and executing his will. This trip to the continent of Zebrica was no different. She was here for a job, and Tempest Shadow was not about to return to the Storm King empty-hooved. No matter how many villages she needed to search, she would do so diligently until she found her man.

Finally, after days of searching, Tempest believed she had found him. His hut was very isolated, indeed, hidden from the rest of society by a lush, dense, mysterious forest not too dissimilar to Equestria’s own Everfree. She came alone, not expecting much of a fight. Based on her intel, the potion master she was pursuing was a peaceful stallion, if a bit odd and unpredictable. Even still, Tempest marched forward confidently, wits sharp as razors as she neared the small forest hut.

She raised her hoof to knock but, before she made contact with the rickety, rotted wood, it swung inward, as if by some mystical force. Tempest had known that some zebras had certain forms of magic unique to their race, though the extent of this magic was yet to be determined. Her guard raised quite a bit, she proceeded into the hut.

“I did not think I was so important to warrant the Storm King’s right-hoof mare.”

The hut was a single, circular room, one little corner partitioned by crimson drapes. The sleeping area, by Tempest’s best guess. The rest of the room, from the many shelves holding various brews and concoctions, to the multiple work tables ladened with flasks, phials, and various ingredients, to the trio of bubbling cauldrons in the center of the room, seemed dedicated to the brewing of potions.

The stallion who had spoken was busy tending to the largest of the cauldrons, boiling in the dead center of the room. A zebra, naturally, but not the typical black and white variety that Tempest had come accustomed to. This one was deep black, with leaf green stripes wrapping around his body. His mane, dark as onyx, consisted of a large bunch of dreaded braids, tied together to contain it while he worked. He never turned around, even as Tempest ventured deeper into the hut.

“You know who I am?” asked Tempest curiously. The zebra did not respond, and soon the only sound to be heard was the sound of his golden hoofbands clinked against each other as he brewed his potion. “Then I suppose I can skip the part where I threaten you?”

“If you wish. I imagine it to be your favorite part, though,” said the zebra.

“Hmph. I admit myself surprised.” Tempest slowly paced around the room, slowing to a stop when she was face to face with the alchemist. He glanced up from his work, his dark eyes glinting with just the faintest hint of gold. “I was told your people spoke in rhyme.”

“You were told wrong, silly pony. That rumor you heard was surely phony.” The zebra met Tempest’s gaze for just a moment before returning his sight back to his cauldron. “It’s more of a ceremonial thing. Nopony goes about their whole life doing the rhymes any more. Too much work, you see.”

“Of course. So, you know me. I think it’s time I knew you. What is your name?”

“Does it matter?”

“No, but it would be rude not to ask.”

“And you wouldn’t want to enter my home without my consent, threaten my life and be rude, now would you?” snorted the zebra. After a moment to let the air smolder a bit, he continued. “My name is Ekon. And you, of course, are Tempest Shadow, the great lieutenant to the Storm King.” There was a chuckle in Ekon’s voice, as if there was a joke that only he heard the punchline to. “So, now that we have handled the introductions, you can tell me what you want and I can tell you to piss off.”

“This doesn’t have to end in a fight, Ekon. I do not desire to hurt you,” said Tempest carefully. “It’s just that I have no qualms about doing so, if you make the wrong move. I am looking for something, and I have reason to believe that you know where to find it. Lead me to what I need, and we can depart on friendly terms.”

“Very well, Tempest Shadow. I will play your game.” Ekon crossed the room, standing head to head with Tempest, his looming, sturdy form likely to intimidate a lesser mare than Tempest. Regardless, Ekon reached past her, grabbing a hoofful of herbs from the work table that was behind her, carefully carrying them back and adding them to his brew. “So, what is it that you want me to find for you?”

“Something referred to the Philter of Power.” Tempest frowned when she received nothing but laughter in response. “I do not recall saying anything funny.”

“You should really fire whatever informant is giving you this intel.”

“So you want me to believe that you do not know where to find the Philter?”

“Of course I don’t know where to find the Philter. None know where to find the Philter, because the Philter does not exist. The rumors you’ve heard, the true meaning was lost in translation,” explained Ekon. “It is not the Philter itself that has been lost all these centuries, but the formula to produce it. Even that is incorrect, because the formula has not been lost. It was destroyed.”

“Why would anypony destroy the formula to create such a powerful potion?” asked Tempest.

“To keep that power away from the undeserving, like the so-called king you find yourself in the service of.” Ekon brought up a ladleful of his potion and gave it a sniff before returning to stirring. “I truly hate to be the one to say it, but you have made this trip for nothing. There is no Philter of Power, and it has been assured that there will never be one again.” This time, it was Tempest who laughed, laughter that was better received by Ekon. “Ah, now it is I who missed the joke.”

“Do you take me for a fool?”

“Do not ask questions you do not want answered.”

“There’s no Philter, fair enough. I expected as much. The destruction of the formula…”

“It is true, Tempest Shadow. I give you my word,” swore Ekon.

“I believe that, as well.” Tempest smirked as Ekon fought to hide his surprise, and began pacing again. “Yes, you’re telling the truth, I am convinced of that. But you are omitting some important details.”

“Such as?”

“That you’re the one who destroyed the formula,” said Tempest. Ekon didn’t respond, which confirmed Tempest’s theory. “I think you destroyed the formula, but not before committing it to memory. Just in case, you never know when you might want ultimate power. So you memorized the formula before burning it, so that you would be the only one to know how to brew the Philter.”

“Hm. You know, you’re far too intelligent to be working for the Storm King,” grumbled Ekon.

“I am aware. So, I am going to give you a choice. You can refuse to brew the potion. If you do so… I will make you, and neither of us will enjoy that.” Tempest set forth a charge of mana from her ruined horn, manifesting itself in the form of a crackling, electric arc of magic around the damaged conduit. “This horn may not look like much, but I have become very good at causing a lot of pain using very little magic. Very efficient.”

“I’m sure. And if I agree to brew your potion?”

“Then such cooperation and loyalty to the Storm King… Well, I would be authorized to reward such behavior. A reward I imagine a zebra such as yourself would quite like, given how isolated you are. I don’t imagine many mares venture this deep into your woods.”

“Are you propositioning me, Tempest Shadow?”

“I admit, I find myself intrigued by your… exotic nature.” For the first time since their meeting, Tempest flashed a smug, superior smirk. “So… What will you choose?”

“The Philter of Power is a dangerous potion, indeed. Legend states its properties very clearly,” said Ekon. “To the light of heart, it bestows great power in the shape they require. To the dark of heart, it bestows a shape simply made for great power, against their desires. I can sense the corruption in your heart, Tempest Shadow. If I make this Philter for you, and it goes wrong, I will not be held responsible for what may happen to you.”

“I do not fear your riddles. Brew the potion and reap your reward, or refuse and accept your penalty. Make your decision now.”

Ekon locked eyes with Tempest, both waiting for the other strong will to relent. After several tense moments, it became clear that Tempest’s spirit was unshakable, a trait Ekon had to admire, even if he believed it to be misguided. Finally, when the mare’s patience was sharely at its limits, Ekon let out a sigh, turning to one of his smaller cauldrons to begin the process of brewing the Philter of Power.

“Do not say I did not warn you,” he said simply.

The zebra moved through his workplace with grace, preparing various ingredients while Tempest looked on carefully. Though far from an alchemist, Tempest did make a habit of familiarizing herself with all things relevant to her current task, and so she had a passing knowledge of potion-making. Not enough to make a brew of her own, but enough to detect any deceit or chicanery from Ekon.

To her surprise, the potions master showed no signs of betrayal as he worked. He was focused, dedicated to his work completely. He did not speak as he brewed, every bit of attention on creating the legendary Philter of Power. This allowed Tempest to observe him a bit more brazenly and openly than she may have otherwise, admiring his strong, striped physique, his toned flanks and the strange, tribal depiction of potion vial that they bore. Some Zebrican equivalent of a Cutie Mark.

“How much longer do you intend to make me wait?” demanded Tempest. “It’s been hours. You’ve not forgotten how to mix the damn thing, have you?”

“This potion contains luka root. A single gram has enough potent poison to kill a dozen mares your size. The Philter calls for six grams.” Ekon turned, leveling his gaze at Tempest. “I needed to cook out the poison, which takes time. I assumed you wanted your potion without the inclusion of a prolonged, painless end.”

“Fair enough. Even still, it almost feels as though you’re stalling.”

“Unfortunately, Tempest Shadow, alchemy does not acknowledge the Storm King’s jurisdiction, and it always serves its own interests before anyone else.” Ekon stirred the cauldron, satisfied with its pale gold color and slight, otherworldly glow, then ladled a portion into a wide-mouthed goblet. He sat the still-steaming potion down, gesturing to it. “In any case, you were too quick to rush me, Tempest Shadow. The Philter of Power is ready.”

“Is it? And what guarantee do I have that you brewed it properly?” asked Tempest. Ekon shook his head, strolling around to the other side of the room, opposite of Tempest and with the goblet between them.

“This is a question you should have asked a few hours ago. As for a guarantee… I’m afraid you will have to take a leap of faith, of sorts.” He watched Tempest approach the potion, grabbing it by hoof and bringing it to her nose, to get a read on its scent. It smelled lightly floral and earthy, almost like rain in a garden. “I should warn you one more time, before you drink that potion. The Philter only promises power, though the form this power takes may not be what you had in mind.”

Naturally, Tempest ignored him, which was precisely what Ekon had been expecting. He said nothing further as the soldier brought the concoction to her lips, simply watching Tempest take her first, small, tentative sip. She hummed as the liquid danced across her tongue, a pleasantly sweet flavor reminiscent of fresh fruit. With no further hesitation, Tempest tilted the goblet up, quickly swallowing every last drop of the Philter of Power. She let out a contented sigh, setting down the empty cup, and she waited.

For nearly a full minute of thick, almost tangible silence, nothing at all happened.

“You think you can get away with feeding me a placebo?” snarled Tempest.

“Do you have even the vaguest of ideas how potions work? These things take time," said Ekon with a roll of his eyes. "This is science, not sorcery. You can't just stomp your hooves and make things happen in alchemy.”

“I’ll show you sorcery, alright. For your insolence, I—”

A jolt ran throughout Tempest’s body, shaking her to her core and causing her to tremble under its surging power. It felt like lightning running up her spine, as strong a sensation as it was fleeting. Tempest froze, letting the power ripple throughout her body before she broke into a grin, cracking her neck and approaching Ekon.

“Perhaps you know what you’re doing, after all. Very well, then,” said Tempest. She gestured to the door. “You will come with me now.”

“That was not part of our agreement, Tempest Shadow,” said Ekon, though he slowly drifted towards the door regardless. “I do not like the idea of mixing potions for the Storm King for the rest of my life.”

“Hmph. I thought we established that I’m smarter than that. I have no intention of bringing you to the Storm King.” Tempest brushed against Ekon’s side, brushing her muzzle against his neck flirtatiously. “No, I think it might be better if I keep you my little secret.”

“Very well.” Ekon shook his head. “Lead away, Tempest Shadow.”

There was a notable bounce to Tempest’s hoofsteps as she led the way out of the hut. Ekon followed behind, a few paces behind his captor, and watched carefully as Tempest trotted up the dirt road that led into the forest proper. Though the forest wasn't too dense, it would still be quite some time before the two made it through to the other side.

"I can feel it… it's working…" Tempest shook her hips a bit, her tail swishing in an almost subconscious attempt at seducing the zebra. Ekon said nothing, even as he saw the faint, almost invisible aura that began to shroud the mare. “Oh, yes, I like this…”

Again, Ekon said nothing, his lips sealed and his eyes locked on Tempest’s swaying, sashaying hips. That almost invisible aura began to condense around Tempest’s hindquarters and, so subtly that Ekon was liable to miss it had he not been looking for it, Tempest’s flanks began to grow. The tight black material strained slightly against her blossoming, ballooning rear, the strands of fabric quietly voicing their protests. Her ass jiggled a bit more noticeably, bouncing in time with each of her sultry steps. Tempest didn’t seem to notice, even as the seat of her trousers finally gave way and split at the seam. Ekon smirked, the split in Tempest’s clothes giving him a clear view of her wet, winking, hungry cunt.

It wasn’t just her backside that was growing, but her entire body; Her neck elongated, as did her legs, stretching out slowly and coinciding with the growth of her barrel. The split in her suit ran up from her rear, growing and widening, baring more of her marehood with each passing moment. From where Ekon was standing, it appeared that the Philter’s effects didn’t stop with Tempest’s growth; The soldier huffed and panted as she walked, an almost tangible aura of heat and need surrounding her body, almost as if she was in estrus.

With a mighty snapping of fabric and stretching of flesh, Tempest’s tail shot back, obliterating the back of her suit and growing to be almost double in length. The hair fell away, turning to dust before it even touched the ground, revealing a large, powerful tree limb of a tail. Great amethyst scales melted through the tail, encasing it with plates of arcane purple armor. Even still, Tempest didn’t notice, her legs trembling, her chest heaving, her pussy winking and convulsing in desire.

“Enough walking. I can’t wait anymore,” breathed Tempest. Ekon stopped in his path, standing his ground even as Tempest turned to face him, a desperate, almost hysterical smirk plastered across her face. “I need… you. Your reward, you will accept it now.”

“And if I refuse?” asked Ekon.

“You won’t. On your back." Tempest approached Ekon who, after the briefest of spells, complied to Tempest's wishes. The soldier smiled, approaching between her captive’s legs with the same posture as a starving predator. It only took a bit of prodding and poking to get Ekon’s thick stallionhood to stand proudly at attention. By this point, Tempest had grown to be roughly twice her height, a fact that was lost on the soldier. Even as patches of hair melted away, quickly replaced by swaths of purple scales, Tempest was singularly focused on Ekon; She ran her tongue up his shaft, shuddering and savoring the taste, before wrapping her lips around his flare and pushing her head down.

Ekon let out a grunt, just barely, deciding that it may not be the worst thing for him to enjoy himself. Judging by the way Tempest was growing, her ass widening even more, her barrel stretching and tearing her suit, her armor falling away in pieces as the ties that kept them in place stretched to their limit, it was quite clear that he didn’t have much of a choice anyway. If Tempest wanted to taste him, there was precious little Ekon could do to stop her, if he so desired.

Tempest’s legs broadened, her musculature bristling and blossoming from toned, solid limbs to thick, dense legs closer to tree trunks than any equine appendage. There was a crack and a metallic screech as Tempest grew too big for her horseshoes, sending shards of metal flying into the dirt as her hooves, too, began to change shape. Her hind hooves widened and split into four large toes, each one ending in a razor sharp claw, the new feet also gaining a suit of armor in the form of glittering amethyst scales that ran all the way up to Tempest’s flanks. The forelegs underwent a similar transformation, except the legs were thinner, and the claws more articulate; These forelegs were more akin to arms with hands, though they also saw the arrival of the purple scales.

“Whatever you put in that potion…” Tempest moaned, slurping up and down Ekon’s length, barely pulling her mouth from his cock even to speak. “It’s done something to me… I’ve never felt this hot. This… Powerful!”

Without any warning, Tempest dove back down, taking Ekon’s entire cock into her throat with ease. The zebra was surprised, groaning in a frightened sort of delight from the quivering of Tempest’s convulsing throat. He could feel Tempest changing even more, her body growing warmer, and her tongue elongating into a long, forked instrument that flitted around her mouth, sliding around Tempest’s teeth. Luckily, it wasn’t her teeth, but her tongue, that Tempest put to work, sliding it all across Ekon’s shaft. She sucked as if drinking a milkshake, using her tongue, lips, and throat in conjunction to get herself a different sort of creamy treat.

Ekon grunted under his breath, bucking his hips towards Tempest’s elongating muzzle as he came. Thick ropes of hot, salty seed sprayed down Tempest’s throat and into her waiting belly, load after load, far more than a mare like Tempest should have been able to handle. And yet, whether due to her newfound power or her own inherent determination and force of will, Tempest managed to greedily gulp down every single last drop of cum that Ekon had to offer. She stood with her mouth latched onto Ekon, her lips forming a seal as she sucked him dry down to his last drips, and only then did she pull her head away, and let out a content, satisfied sigh.

“Acceptable. But I want more. Up, quickly.” Tempest stood up, staring Ekon down as he scrambled to his hooves, a bit of fear and concern palpable in his movements. She grinned, turning away and raising her thick, heavy tail to show her marehood; scales had bloomed on the inside of her thighs, running up her flanks and framing her cunt with the glittering purple plating. Despite all of her changes (or, perhaps, because of them), Tempest’s pussy winked harder, dripped more, than before. “Your turn. Do not make me wait.”

There was no chance for Ekon to refuse or even consider matters. Tempest just pushed her hips back, wiggling her growing flank against Ekon's face. With very little recourse, Ekon gripped Tempest by her wide, sturdy hips to hold her in place, and brought his tongue forward to her wet, dripping cunt. A powerful moan nearly shook the very forest as Ekon worked his tongue, using his whole mouth to please his captor. By some reflex, Tempest used her new tail to grab Ekon around the back of the head, pulling him in closer, forcing his tongue deeper. She jerked her hips towards the source of her pleasure, pushing Ekon flat onto his back. Tempest swiveled, turning to look down at Ekon, grinning at how small the sturdy zebra seemed between her legs.

What she didn’t realize was that it wasn’t Ekon who was small, but her who was growing larger. More scales crept along her body, which stretched and broadened bit by bit. Her spiky, choppy mane began to melt away, replaced by budding royal purple frills that grew from her skull. They grew out slowly at first, so slowly that you may not even notice, as Tempest herself didn’t. She was too focused with rolling her hips, grinding her cunt against Ekon’s tongue. It wasn’t long at all before her motions became more erratic, her tunnel twitching and convulsing around Ekon’s tongue. Tempest’s breathing went wild and ragged, uneven, and she let out another great, powerful moan, threatening to drown her captive as she came hard against his face.

Her eyes went wide with pleasure as she threw her head back, feeling the waves of her orgasm crash down onto her. The frills shot forth, each several inches and as hard as the glittering scales that continued to envelope her body. Her pupils dilated before, quite suddenly, they narrowed and constricted into a simple dark slit sitting in the center of her bright, iridescent cyan eyes. Tempest huffed and puffed, sliding her growing frame off of Ekon and laying flat on her back, spreading her legs for the zebra.

“It’s not… Enough…” growled Tempest. “More. I need more! Rut me, now.” Ekon didn’t move immediately, which only served to infuriate Tempest. “What are you waiting for?! Get off your ass and breed me this instant, you insolent—MNF!”

As Tempest was ranting, Ekon took her commands to heart, sliding his cock into the soldier’s hot, wet hole. Tempest moaned in delight, laying her head back while Ekon steadily worked his hips, dipping as deep into her folds as he could manage. He admired Tempest’s newly changing body, the hard scales concealing a body that was soft and inviting while maintaining a firm sense of tightly coiled power. It was fascinating, and a bit exciting, to watch the changes happen, to witness Tempest’s neck extend, growing longer and longer to match the proportions of her body. Now roughly three times as large as she was before, not including her new tail, it was difficult to imagine Tempest was still unaware of the changes.

Even if she was, she made no mention of it as Ekon fucked her. She was much too distracted by the comparatively smaller pony slamming into her with enough force to rock even her larger, sturdier frame. Tempest grabbed at her head, her claws gripping herself as if to alleviate some weight or pressure. Whatever the sensation, it worked a long, strained moan from Tempest, one part pleasure and one part exertion.

With an unnatural sucking sound, like a plunger being removed from a drain, Tempest’s ears retreated into her head, replaced by the same sort of frills and spines that had replaced her mane and sprouted along the back of her long, spindly neck. The scales now covered just about every inch of Tempest’s body, the powerful armor stronger than the steel she wore previously and glittering in the light. Tempest’s moans increased and, in an instant, there was a loud, wet, cracking, popping noise, the sound of several changes happening all at once.

Her muzzle elongated almost instantaneously, contrasting starkly with the slow burn of her earlier changes. The scales wrapped themselves around her new features, all the way up to her cracked, splintered horn. As the amethyst plates reached the top of her head, Tempest’s horn retreated into her skull just as her ears did, allowing the scales to completely cover her head and, in fact, her entire body. Two spectacular wings erupted from her back, like the giant sails of a great airship. Lastly was her teeth, each and every one of them growing out into razor-sharp, wickedly-pointed daggers of bones in her great maw.

Ekon let out a grunt, the tight, warm grip of Tempest’s pussy too much for him to handle. He worked his hips faster, drilling her deeper to her core as he reached his limit; The first spurt of cum that flooded Tempest was enough to send her over the edge, as well. She let out a sky-splitting roar as she came, her moan accompanied by a plume of crimson flame from her throat, threatening to scorch the Gods in heaven above them.

“Good heavens…” panted Tempest, finally letting her body fall limp against the ground. She heaved down heavy, labored breaths, reaching up with her claw to wipe the sweat from her brow. “That was… Perhaps a bit better than acceptable…” Tempest froze as the claw touched her flesh, her eyes going wide as she suddenly bolted upright. “What in Tartarus?! What happened?! Why am I… This?!”

“I warned you… Tempest Shadow…” Ekon sat up to collect himself, looking up to see the concern, confusion, and outright fear in the dragon’s eyes. “The Philter only promises power. Your heart is corrupted, and as such… The Philter judged your spirit and gave you a body made for great power. Did I not warn you that you may not like the form that such power takes?”

“I can’t return to the Storm King like this! I’m a dragon! They’ll shoot me out of the sky as soon as I enter their airspace!” Tempest narrowed her reptilian eyes at Ekon, zipping forward and letting out a plume of acrid smog from her nostrils. “Fix this at once!”

“You know, ‘please’ would get you quite far in life,” sighed Ekon. “You don’t even know if there’s an antidote and yet you demand I turn you back.”

“Well? Is there an antidote?!”

“Well, yes, but it may take anywhere from six to seventy-two hours to put together, depending on a number of factors.”

“If you get it done by morning, I will ride your cock until one of us passes out,” said Tempest. Ekon paused, looking Tempest up and down for a moment. There was nothing in her eyes that suggested that she was anything but entirely serious. And, no matter how much he would prefer it not to be the case, Ekon would be lying if he said Tempest’s offer wasn’t very attractive.

“Very well. I’ll get right on it.”