Fluttershy didn’t want to wake up.

The week, though nearing its end, had clearly taken a toll on the pegasus. Compared to other nights, her dreams this past one had been less severe in their imagery. But what they lacked in visuals, they made up for in their implications. For Fluttershy saw nothing except herself in her dreams; watching on from outside as her body was pleasuring herself. She realized it was a vision of what she had done the previous night, her dreams replaying her moment of weakness to torment her further.

As she stretched her sore body from her curled-up position on the floor, she pushed herself up and saw the stains on the bedsheets. Stains that continued on the carpeted floor up to near the end of her now soft cock. A soft voice whispered in the back of her mind, the same one from the previous night.

Join us.

Fluttershy instantly shook her head and stood up, moving away from her spot and finding herself leaning against the vanity drawers. Looking up in the mirror, she saw a familiar look of uncertainty and fear in her azure eyes, a look she’d worn most of her life. She also saw the nipples still dribbling milk, the thicker thighs, and the slowly hardening cock her body was plagued with. Again, her eyes lingered on that masculine organ before widening in shock at the realization and slapping herself on instinct.

“No, no! I can’t give up, I promised I wouldn’t give up!”

Despite these words of encouragement to herself, Fluttershy knew they were hollowed by self-doubt. She only needed to survive two more days, but the previous five had clearly eroded a lot of her self-control, especially if last night was any indication. She couldn’t help but follow her own gaze back to the reflection of the now erect cock jutting out from her pelvis. Desperate, she looked down to the table, untouched by herself or others for the past few days, to find the nipple tassels and two letters. One had been a letter promising a new friend to play with, a letter she had deliberately ignored. The other was the promise of control. Slowly she reached down before bringing it closer, reading its veiled promise on the front of the envelope once more.

For when you want to control your newest addition

It was most likely a trap, and a simplistic one at that. But Fluttershy was desperate. The last night had proven she was failing to resist, the whispers in the back of her mind were growing bolder in speaking up more often.

If… If I can control it, Fluttershy mentally argued. Then it wouldn’t affect me as much… right?

…That’s right.

Fluttershy spun around, her cushion-like backside spilling over the edge of the vanity drawers as her eyes scanned the room in fear. She knew she hadn’t thought that, and her frantic observation revealed she was alone in her room, as usual. That left only one option, the most terrifying one of all;

The voices within had spoken up again.

As much as she wanted to throw the letter away, she couldn’t. Was this not why she had just determined she needed the power? To help ignore and eventually silence the voices? To control her growing lust? As much as it scared and detested her, Fluttershy knew this was the best possible course of action. It had to be… Right?

The guards knocking on her door spooked her out of her self-doubting spiral, and she hurried over to the door with the letter still in hand. They chained her wrists behind her back and attached the lead to her cock ring before leading her off to face her next trial, closing the doors to the room.

A room in which the wedding veil lay on the floor, from when Fluttershy had inadvertently shaken it off.

As Fluttershy was led into the throne room, the one key difference was noticed immediately.

Talvira was nowhere to be seen.

The only two beings within the formerly regal chamber were the former princesses, their breasts connected to tentacles that suckled constantly from their immobilizing mounds. From where she stood near the entrance, it was hard for Fluttershy to see how they were fairing, though she could hear one of the two panting lustfully.

“Take your place on the throne.” The lupine guard grumbled at her, pointing at Cadance. “Your trial will begin shortly.”

“…Um… the-the throne?” Fluttershy asked innocently. The guard rolled his eyes before yanking the leash forward, which brought the mare a few paces forward with a pained yelp from her dick before uncoupling the chain attached to it.

“Sit on the pink one and wait.” The wolf repeated, slowing his speech in a mocking manner. With the instructions given, he turned and the doors were closed, leaving Fluttershy alone with the princesses.

Fluttershy, managing to working her way back onto her feet despite her arms being locked behind her back, stood and looked around for a moment. From appearances, it did truly look like they were alone, though she wasn’t naïve enough to believe that. The ancient herd mentality of ponykind kicking in, she soon crossed the length of the hall to approach the former princesses. For a moment she simply stood before the two massive pink orbs, her eyes being drawn to the long, phallic nipples she had suckled from just yesterday. She remained staring in a daze before a muffled voice called out. Looking back up, she could just see the head of Princess Cadance; a ball gag in her mouth and exhaustion settled firmly upon her face, but otherwise she seemed alright.

“Princess Cadance!” Fluttershy greeted her, her voice raising in elation that the alicorn hadn’t been broken immediately like all of her friends before her. “Oh, I’m so glad you’re still here. Still… sane…” Fluttershy trailed off as the other princess came into view.

She had changed. Where once her mane and tail were like a swirling mist colored like the morning sky, now they resembled a wildfire erupting out from the alabaster alicorn. Her eyes now were similar to those of Nightmare Moon, though where the younger sisters shone teal, hers blazed an orange/gold color. But the worst part of it all was the expression. The once dignified look worn before her subjects for over a millennium now bore a look that Fluttershy had grown oh too familiar with over the course of this week; lust.

Princess Celestia was gone, and a thirsty, burning throne of breasts had been left in her place.

A gentle hand upon her shoulder brought Fluttershy out of it and looking back at Cadance. Without a word, the pegasus leant forth and into a side-on hug from the princess of love. For a little while, the two remained this way, and when Fluttershy pulled back, she saw an empathetic look in Cadance’s eyes.

“I’m… I’m so sorry this has happened.” She began apologizing, but Cadance brought a finger to those yellow lips, shaking her head with a kind look. Fluttershy understood the meaning, but then noticed something. Upon each of Cadances’ free arms were silver wristbands. “Princess, if your arms are free, why are you still wearing that?” She pointed to the gag, which drew a sad sigh out of the princess. Cadance brought a hand towards the gag, only for a violet emblem to appear on both it and the wristbands. The next second, her arm was flung away from the gag.

“Oh…” Fluttershy realized guiltily. “I’m sorry.”

Cadance shook her head, once more likely trying to convey this wasn’t the pegasus’ fault, before her face twisted in shock and then pleasure. A moan escaped her pink lips as Fluttershy saw the tentacles from above recoiling, and a familiar face over the other side of the lactating lumps.

“There you are… Sluttershy.” Midnight beamed; her smile more manic than in previous days. With her magic, she lifted Fluttershy over before dropping her into the cleavage of Cadance. She sank in slightly, though they soon held her weight. Midnight’s eyes travelled over the yellow body once more, drinking her in before noticing something. “Oh! Glad to see you’ve come to your senses and ditched that dumb veil. Good thing too. It was really starting to piss the mistress off.”

It was only now Fluttershy realized her veil, the one item she’d been using as an anchor against the rising lust, was no longer upon her head. In her mind’s eye she frantically tried recalling what she did in her room before being led here. Her eyes widened in fear at the realization that it fell as she tried shaking the lewd thoughts out of her head. So concerned with the loss of her pure item, Fluttershy didn’t realize the item currently in her possession, the letter promising power, was taken from her until Midnight’s magic plucked it from her hands and brought it to her own. One look at the note inside brought a malicious smile to the corrupted princess’ face, looking back at Fluttershy like a cat that had cornered its prey.

“Oh yes…” Midnight hissed in delight. “I know the mistress was hoping you’d finally wear the nipple tassels, but I know we’re both going to enjoy this a whole lot more.”

Midnight leant down before the fearful pegasus, her magic holding the squirming mare in place atop Cadances’ bountiful bosom. The pink alicorn was reaching for Fluttershy, but they were well beyond her reach. Midnight began with a slow handjob, her soft palm and digits pumping the virile pole while her other hand cupped and massaged the dangling sperm banks. Fluttershy gasped at points as she twisted and turned to no avail; she wasn’t going anywhere.

“Now this may sting a bit, but I think you’ll adore the results.” Midnight said with a fanged grin, as she pulled away the hand that was juggling Fluttershy’s nuts to then light the tip of her finger with magic. She then traced a symbol upon the pegasus’ balls; a tribal heart design. Fluttershy bit her lip as the lines of the symbol left a tingling sensation wherever they went. It lasted only a minute or two before Midnight finished with a satisfied look, reuniting her free hand with its twin grasping just beneath the head of the yellow cock.

“Wh-what have you done to meeeeeeEEEEEEEEE?!”

Fluttershy screeched as every nerve in her body lit up at once. Her body rapidly grew hotter all over, the most egregious centers of heat being her breasts, cock and balls. As her teats started spraying their milky treasure with wild abandon, Fluttershy looked down to discover her horror wasn’t the only thing that was growing. Her fuck stick was expanding; growing longer and thicker, the hands of Midnight barely reaching around the monster as it doubled in length and girth. Fluttershy could also feel her balls expanding, their weight pressing against her pussy before also feeling them rub up against her inner thigh. As the sensations slowed and Fluttershy felt the threat of an imminent climax subside slightly, a small metallic click rang out, followed by a sharp sting of pain that brought the pegasus mare over the edge.

But rather than the release she was expecting, the pain seemingly magnified. Confused and fighting the pain, Fluttershy looked down and rested on the edge of hyperventilation.

She had cum with her nethers and breasts spraying their respective juices, but her mountain of a dick had yet to erupt. This was because Midnight had removed her hands to reveal a small black band, now digging into the flesh just beneath the flared head of her cock. Her length was bulging, but the exit was too clogged for anything to shoot out, leaving it to build up, much like Fluttershy’s pleasurable pain.

“W-W-What h-have you, unf, d-done-hgh! Agh!” Fluttershy barely managed to stutter as her brain was fighting to stay sane and awake from both pain and pleasure.

“Just a little something to help make today’s trial more interesting.” Midnight cryptically answered before leaning back in and gently blowing on Fluttershy’s cock head. The feeling of the cool air breath on her now stinging member was enough to trigger another orgasm, but while her female parts squirted like crazy, her meat pole merely shuddered like a dormant volcano as more and more sperm backed up. Fluttershy wasn’t sure if it was a pain-induced hallucination or not, but she could swear she could hear her jizz sloshing around inside her massive nuts as Midnight lifted her up with her magic and walked her behind the thrones.

Through the passageway, the two found themselves on the balcony overseeing the city, and Fluttershy managed to hold off the pain just long enough to notice she was being hovered very close to the edge. A quick look back to her still locked wings and then to the sadistically grinning Midnight and the dots connected in the most terrifying way.

“P-Please, don’t!” Fluttershy begged as she bobbed back in the air a little.

“Oh, don’t worry,” Midnight mockingly reassured her. “Somepony will catch you.”

With that, she flung her arm forward, and Fluttershy forcefully flew over the balcony railing.

Fluttershy screamed as she plummeted down towards the streets of Canterlot below, the pain of her blocked cock overshadowed by the rushing wind and the terror surging through her system. Instinct forced her to try and open her wings as much as possible, but they, along with her arms, were still locked in place behind her back. She closed her eyes and braced for the impact that would surely end her struggles…

Only for something to grab her in mid-air and yank her sideways before climbing. Fluttershy dared to open one eye slightly, and saw a large avian claw tightly gripping her around the midsection. This did compress her breasts, however, and the pleasure of such treatment resulted in milk seeping through the claws as another orgasm rocked the mare, followed by even more pain from her dick. These moans and gasps seemed to have alerted her would-be savior, who dropped her onto the roof of an apartment complex within the city.

“Hey Fluttershy. It’s been a while.”

Shock flung Fluttershy’s eyes wide open at the familiar voice, the all too familiar voice. Slowly, controlling her breathing to combat the pain she felt, she turned to look at the owner and her jaw dropped.

Before her stood a very lithe, very naked mare, though height wise she was somewhere between Midnight and herself. The coat covering her skin and D-cup breasts was a steely-blue, with her arms replaced with massive wings with black primary feathers. Her legs became like those of a bird of prey from the knees down, ending in sharp talons that could no doubt slice her in two if this mare so chose. A large cock and balls dangled from this bird-pony’s pelvis, the most un-aerodynamic parts of her body. But the most shocking parts were the eyes, mane and tail. Her eyes shone a determined magenta, while her hair was colored like a dirty rainbow. To make certain of it, Fluttershy’s eyes flittered down to the mares’ hips, where a tribal heart emblem glowed pink over the cutie mark of her childhood friend.

“…R-Rainbow Dash?”

The harpy-like mare snarled at this name, stamping angrily at the bound pegasus. “That was the old, uncool me. I’m Spectrum Blast now, and I gotta say Flutters,” eyeing Fluttershy’s body with a look that rapidly morphed into one of hunger, “I’m liking the new you as well. Hope you don’t mind if I have a quick sample?”

Fluttershy tried to crawl backwards away from her former friend, but Rainbow, no, Spectrum strode over and squatted down, trapping the pegasus between her thighs and burying her mouth beneath her large cyan balls. Spectrum then brought her wings down and pressed Fluttershy’s breasts as far around her own length as they could reach before rocking her hips back and forth, forcing her friend to give her a titjob. Fluttershy squirmed and twisted her head enough to get her muzzle away from the musk of the nuts sandbagging her only to then have Spectrum plunge her pussy straight onto the meek mare’s face.

“Ha, mnf. Come on, Fluttershy,” Spectrum chided, “You can do better than that!” Even as Fluttershy began giving timid licks to the harpy’s folds, Spectrum then eyed up the bulging, twitching length of yellow stallionhood before her. “Hey, how ‘bout I show you how it’s done?” Spectrum then pulled herself up off of Fluttershy’s face momentarily, just to prod at the mare’s mouth with her own cyan cock.

“R-Rainbo-Hngh! Mmf!”

Fluttershy’s pleas were muffled as Spectrum forcibly rammed her rod down the pegasus’ throat. As she leant forward to get more of herself inside her friend, the former wonderbolt soon reached out and gave the yellow cock before her a good lick, resulting in a gargled cry. Taking it as a sign to proceed, Spectrum opened wide and swallowed Fluttershy’s cock in one go. Despite its girth, she still took it quite easily and began bobbing up and down, completing the sixty-nine position. The pegasus, struggling to breathe with the massive dong down her throat, couldn’t resist the painful pleasure of her blocked cock, and came once more. As she spasmed, all fluids save her sperm sprayed out. This brought her some reprieve, as Spectrum stopped and pulled out, looking down at her friend with disappointment.

“Really?” She asked with an angry eyebrow raised. “That’s it, and no cum?” Annoyed, Spectrum reached down with one of her claws and brought the barely conscious Fluttershy to her feet before bending her forward and ramming her dick down her throat once more. “You’re better than that! Give me more, you weak slut!”

Fluttershy’s vision blacked in and out as the harpy-pony roughly ravaged her face. Despite the pounding she was taking, a puddle of both milk and jizz was forming around her knees. She couldn’t hold on and came once more, adding to that puddle but again her cock bulged. Fluttershy moaned in ecstasy as Spectrum increased her pace, her angry grunts of exertion announcing her approaching climax.

“Drink it! Drink my cum… cumming… cumming!” Spectrum roared as she erupted, a veritable flood of sperm rocketing down Fluttershy’s through. So powerful was the stream of semen that it actually pushed Fluttershy off of the harpy-pony’s cock and backwards…

…and right off the edge of the building.

Fluttershy barely realized she was falling, more focused on trying to regain her breath as her childhood friends’ sperm spewed out of her mouth, spraying it and lathering her all over as she tumbled. Before hitting the cobblestone path, something once more caught her in a careful embrace.

“Careful up there, ya flyin’ varmit!” A familiar voice yelled angrily yelled near Fluttershy. As her vision firmed up, she looked back up at the apartment complex she had just fallen from, seeing the silhouette of Spectrum blast give a rude gesture from her perch before spreading her wings and flying off towards the castle. “You okay, Sugarcube?”

“…A-Applejack…?” Fluttershy weakly asked, wincing from another jolt of pain from her overloaded dick and looking to her right to find her friend.

Like Rainbow Dash before her, Applejack was completely different. She stood taller than even Talvira, upon a quartet of centaur-like hooves. Her bare body was a bronze shade rather then her usual orange, and her breasts had grown to be larger that Fluttershy’s head, tipped with dark brown nipples. Tall horns replaced the farmers’ trademark Stetson hat, and her hair had been replaced with golden tentacles that ran down her back, down the barrel of her more equine form and acting as her tail. Said tentacles were what were holding Fluttershy off the ground, each limb and her midriff coiled around. The corrupted image was completed with her cutie mark; like Spectrum Blast, it was a glowing heart emblem branded over the top of her three apples.

“Nope,” the former earth pony shook her head with a smile. “Name’s Bad Apple now, and I think ya need a bath somethin’ fierce after what that moron Spectrum put ya through.” Fluttershy looked down at her body and found that Applejack, no, Bad Apple, was correct. Her coat was marred with the sticky seed of the former wonderbolt, particularly her collarbone, breasts and belly.

“Welp, up ya go.” With a grin, Bad Apple lifted Fluttershy over her head before seating her on the back of her body. With a tentacle firmly keeping each leg straight against the monsters’ barrel, this left the pegasus’ balls, sopping pussy and ass resting against the writhing bed of tentacles that passed for Bad Apples’ hair. The tendrils wrapped around and jerked off the mares’ swollen cock, while smaller, hair-like tentacles traced and tickled her folds and back door.

“HA! Hngh! A-Apple-ha! Applejack!” Fluttershy panted as Bad Apple set off at a decent gallop, bouncing the mare and her sensitive parts closer and closer within the golden appendages. “I, ha, ha, mnf! I-I can’t, agh! Please… stop this!”

“Aw, come on now, Sugarcube,” Bad Apple soothed her, like as if she wasn’t the one tormenting Fluttershy. “Ah know it hurts now, but once you’re all freshened up, you’ll be beggin’ ta join us. Here, why not wet your whistle to help calm those nerves of yours?”

In a move that should’ve been impossible and painful, Bad Apples’ upper torso swiveled around to face Fluttershy. The scared mare noticed one of the tendrils was now raised and facing forwards, an eye having opened at its tip, before the farmer-turned-centaur gripped the pegasus’ head and brought it firmly into her bronze bosom. As Bad Apple pressed her more and more into the expansive tit, her nipple made contact with Fluttershy’s mouth and was pushed in before beginning to squirt its bounty. But as the bound mare was left with no choice but to swallow, Fluttershy realized this wasn’t milk she was being forced to drink…

It was cider.

Looking back up, she saw a warm smile upon Bad Apples’ face, though there was a glint of maliciousness in her green eyes.

“That’s right, Fluttershy. Two endless barrels fulla Sweet Apple Cider. Go ‘head and drink yer fill.”

Fluttershy pulled her head back and pulled in a big breath of air just before Bad Apple brought back in to suckle from the other teat, now dribbling the amber liquid. As they travelled through the streets of Canterlot, they passed by many monsters and brainwashed stallions having their way with mares of all shapes and sizes, in a variety of positions. Fluttershy couldn’t focus on them too much, given that her attention was split between the heady beverage flowing down her throat, and the tentacles that continued to stroke her dick and shower her holes in lavish attention. They also squished and rubbed against her pillowy thighs, and one bold limb rose up and coiled around her own breast; milking it like her cock and being rewarded with thin jets of her lactose bounty.

“Well, here we are.” With that announcement, Bad Apple released Fluttershy and swiveled back to facing their fore. The pegasus also noticed the tentacles holding her down slacken slightly. “Enjoy your bath, Sugarcube!” Then, as the tentacles released her completely, the centaur bucked hard, and sent Fluttershy flying over her horned head and into the pool of the fountain she had stopped in-front of.

Fluttershy soon made her way to the surface, inhaling huge breaths of clear air after having been forced to drink first cum, then cider. The latter was beginning to filter through her system; numbing the pain of her blocked cock somewhat and making her head fuzzy. As she refocused herself, she noticed Bad Apple just standing there, a knowing smirk upon her face and her arms barely able to be crossed before her humongous boobs, from which twin trails of cider rolled to their underside. Fluttershy was about to try standing up when she saw it. The water around her turned a much darker hue of blue, and gained viscosity by the second. Soon it was like she was sitting in slime.

Without warning, the slime near her reared up and a wave knocked her beneath the surface. In the dim liquid, Fluttershy tried to make for fresh air, but a strong current emerged from out of nowhere and pulled her down, down… Down further than the floor of the fountain pool should’ve been. When she finally did break the surface and take in another much-needed breath, she found herself in a large cave lit with glowing crystals. She also discovered she could no longer move; such was the thickness of the slime. The only parts of her that were above water so to speak were her head, shoulders, breasts and pelvis, her twitching dick now a deep shade of red from the strain of holding back so much semen.

“Oh my. Have we had a rough day so far, Darling?”

Fluttershy looked down to see a figure emerging from the slime, though it was connected at the ankles to her viscous prison. It was that of a mare of lavish beauty; a near-black purple body even darker than that of Midnight Sparkle, built with the perfect hourglass frame. Breasts that were easily G-cups rested above a slim waist and wide hips connected to thighs thicker than her own. A mane and tail of a lavender hue with a strip of silver running through it, both sparkling like they were inhabited with stars. Her head was adorned with a long horn and her blue eyes looked upon the trapped mare with a hungry glee. As she smiled, Fluttershy looked to one of the thick thighs to see another one of her friend’s cutie marks marred by a glowing heart emblem; this time a trio of blue diamonds.

“R-Rarity?” Fluttershy asked, afraid of the response she would receive.

The mare before her chuckled to herself as she closed the distance, gliding to a kneeling position before Fluttershy. “Indeed, Darling. But if you wish to be formal, my full title is Nightmare Rarity. I feel it adds some legitimacy to my rising status, doesn’t it?” She waited for a response, but the ensnared pegasus only stared at her in a mixture of shock and fear, broken by the odd wince of pain.

“Oh, come now, Fluttershy,” Rarity pouted. “Here I am debuting my new look and you give me that reaction?” The slime unicorn then eyed up the twitching, throbbing stallionhood before her. “Well, at least one part of you appreciates my improvements. Why don’t we give him his reward?”

“W-Wait, RarityyyyyYYYYYYYY-ARGH!!!!” Fluttershy called out, but was unable to stop the empowered fashionista for enveloping the yellow cock within her squishy breasts. The coolness of her fluid-like skin actually eased the pain burning away upon every nerve of Fluttershy’s length, actually drawing out a pleasurable moan as Rarity began pumping her breasts up and down.

“Enjoying yourself, Darling?” Rarity tittered. Fluttershy was too busy either holding back stifled moans or groaning in pain from her pent-up penis. “Well then, how about this?” With a growing hunger in her voice, Rarity pulled her body back from the titjob for a moment before splitting into two separate but identical bodies. The twin Rarities then brought their four boobs back around the pulsing cock, eliciting another moan from Fluttershy. As the dual beauties began servicing her flared head with their tongues as well as their breasts, the slime holding up Fluttershy’s head shifted and morphed until the torso of a third Nightmare emerged, smiling as the pink-maned mare was now nestled nicely between her bloated bosom.

“R-Rar-UNGH! R-Rari, ha, ty…” Fluttershy could barely string together a sentence as the warring sensations of pleasure and pain from her crotch were winning the battle against her sanity. “I, ha, hngh! Ha, I-I ca-NGH! I, I can’t-MNF!”

Any further pleas Fluttershy had were muffled as the third Rarity grew herself some arms and began playing with her breasts, smothering the poor pegasus in the process. The two further down picked up their pace, their breasts sticking together as the embrace they gave their virile captive an even tighter hole to fuck. Fluttershy’s hips unconsciously bucked as much as they could given how tightly she was being held, and when her head was finally free from the bosom of the third, her panting face was blushing hard.

“Just a little longer, Fluttershy.” Rarity panted, a look of glee adorning all three faces as the boobs pumped harder and harder. “I want as much of your lovely cum you can give.” A manic glint entered Rarity’s eyes as the pumping boobs sped up even more, Fluttershy feeling the wave of another orgasm almost ready to crash over her.

So she felt both relief and confusing disappointment as a dull pink tendril shot down and around her midriff, pulling her out of the fashionista-turned-slime and up into the darkness of the cavern roof.

“Hey!” Three identical voices shouted up at Fluttershy’s position before they reformed into one angry, ebony unicorn.

Fluttershy only heard somepony blowing a raspberry before her vision zoom through rocky tunnels at seemingly impossible speeds. As whatever had grabbed her pulled her along, a familiar yet unsettling giggle accompanying the sound of multiple scuttling legs, Fluttershy felt the urge to cum subside slightly, though her cock still pulsed in pain. Her vision was blurring around the edges and she was struggling to stay awake before another jolt would keep her conscious. Eventually she and her ‘rescuer’ came to a stop in a smaller cavern, though the pink glow of the crystals was replaced with a more sinister-looking green. Dropped uncaringly onto the ground. Fluttershy tiredly rolled onto her back and looked up at her newest tormentor.

She saw the dull-pink head and slightly pudgy body of her friend Pinkie Pie, but, as with all her other friends, she wasn’t the same. From mid-bicep down, her arms split into a multitude of tendrils that flailed excitedly. From mid-thigh, her legs melded into a spider-like abdomen the size of a rhino. Four sharp and armored talons held her off the ground. Looking back up, she saw the manic glee in Pinkie’s face, her poofy hair unusually straight, and the glowing heart emblem branded above the three balloons on her big butt cheeks that just rested above her spider body.

“Heya Fluttershy,” Pinkie said with an unsettling smile, one Fluttershy noticed bore fangs where before there were none. “Now that we’re away from that icky, nasty Nightmare, how about you and I have real fun?”

“P-Pinkie?” Fluttershy stuttered exhaustedly as the tentacles hooked under her bound arms and lifted her closer to the insectoid party pony.

“Pinkie Pie’s the dumb old me that didn’t enjoy all this sexy stuff, silly.” She explained as cheerfully as could be. “Besides, I’d be boring as if I didn’t look this cool, wouldn’t I? Anyhow, I thought up of tons of cool names for this new me. Like Egg Stuffer, or Arachne Pie. But thinking up some punny name takes too long and makes me look like a try hard, so I’ve gone back to my roots. Call me Pinkamena Diane Pie.” As Pinkie, no, Pinkamena rambled on, Fluttershy noticed she was being brought in really close. So close, that she began squirming as she saw her cock lined up with the dribbling pussy of the pink insect pony.

“P-Pinkie, don’t. I, I don’t want this.”

“Oh, stop lying Fluttershy,” Pinkamena said with a cross face that soon morphed into a mean smile. “Everypony can tell you’re loving this.”

With that, Fluttershy was pushed forward, her member squeezing into the well-lubricated cunt of her pudgy friend. The tightness pressing down on every inch that plunged into Pinkamenas’ pussy was burning both pleasure and pain into Fluttershy’s mind. A wordless cry rang out in the cavern as the orgasm she was denied earlier crashed through and rolled over her, her body spasming as much as her dick as her pussy and nipples continued to spray their fluids everywhere. Fluttershy gritted her teeth in pain, her vision fading in and out as her balls were now feeling as sore as her cock.

“Oooooh,” Pinkamena cooed as she began thrusting Fluttershy back and forward. “That feels so good. But it’s sad you can’t cum, isn’t it?” Fluttershy didn’t answer other than continue to moan in both agony and ecstasy. The party pony glanced down at the pegasus’ leaking teats and smirked devilishly. “What if there was another pussy or two you could cum into?” While pistoning the pegasus in her pussy, Pinkamena pressed Fluttershy’s breasts into her own. It took a little maneuvering before she achieved her objective; lining up Fluttershy’s milky nipples with her own inverted ones.

“W-Wha-AAAAAAAAAAA!?” Fluttershy screamed as her nipples were engulfed entirely, the areola of both mares pressed together as Fluttershy was forced to fuck Pinkamena in three different holes. The tightness of all three was driving Fluttershy insane. Her will was eroding with each smack of flesh on flesh, as her moans were now louder.

“Geez, and I though I was noisy,” Pinkamena commented casually, even as she raped her yellow friend. “How about we put that mouth to use too?”

The corrupted element of laughter leant forward and brought her lips to Fluttershy’s. As her mouth was open from all her panting, she was caught unprepared as Pinkamena’s tongue now wrestled with her own and explored her mouth. As this was going on, her breasts continued leaking milk, the dairy acting as a lubricant for the tight nipple-pussies for Fluttershy’s nipples to fuck. Her dick was being caressed and rubbed from all sides by the insect-pony’s pussy, yet it felt ready to explode from within as well. The cum backing up had her balls grow to now surpass her DD breasts in size, smacking wetly against her thighs as well as Pinkamena’s.

With a sudden and a high-pitched moan, Fluttershy came once more. Milk shot out of her nipples and into Pinkamena’s the overflow spilling down their breasts and further onto the bodies. Her cunt squirted femcum over and over, yet none escaped her cock that was now turning a painful shade of purple from the build-up. Her mouth was hanging open slackly, her eyes rolled up as she struggled to stay sane and conscious at the same time.

“Aw,” Pinkamena moaned sadly. “I think I broke her.”

“Not yet.”

As a third voice spoke up, a violet light flashed around the two and their surroundings became so much brighter. Fluttershy was released from Pinkamena’s grasp and fell back onto something soft. For now, as voices spoke in muffled tones around her, she focused simply on breathing, on collecting as much rest and hoping that this nightmarish rollercoaster of a trial was over. Her senses returned enough to observe the world around her, Fluttershy found she was back upon her throne of Cadance’s bosom, the pink alicorn looking beyond concerned for her. Standing before her were all five of her friends in all their corrupted glory. When they saw her observing them, they all grinned, as Midnight took the lead and they approached.

“So, ready to join us yet, Fluttershy?”

Where earlier this morning she would have answered with an immediate no, the events she had suffered through had taken their toll. With this emblem increasing her virility, yet with no way to relieve herself of it, all the stimuli they had put her through, the constant orgasms, Fluttershy was on the brink of falling. She knew it, and, perhaps more terrifyingly, they knew it. But still, the last sparks of determination flickered within her and she shook her head. She knew it would bring a savage rebuke, and so focused her frazzled thoughts on the things most important to her, that remained uncorrupted to her knowledge. Her family, Angel, all the animals in her care. She needed to hold on for them.

But why?

For the first time since this morning, the voices within spoke up again. Even more scary was that they were speaking in her voice. She knew why she couldn’t give in. Equestria was counting on her. Her friends and family were counting on her.

But your friends want you to give in. The inner Fluttershy spoke in such a seductive tone. Look at them. Do you think they want to be saved?

Fluttershy wanted to argue back, but she couldn’t. Having been on the receiving end of their new sexual prowess, and seeing the hunger light up their eyes when gazing upon her, the pegasus knew the voice was telling the truth. No matter how much she hated admitting it, it was true that they wanted her to lose, for Equestria to fall. But they were brainwashed surely if she won, they’d be freed.

“Ah-Agh! HAAAAAANNGH!”

Multiple things making contact with her sore cock brought Fluttershy out of her inner conflict to see her friends had repositioned. Midnight now lay between Fluttershy and Cadances’ breasts, her head once more using the purple quadra-boobs as pillows and her alicorn cock rubbing across her nethers and poking her bloated ball sack. Her arms had been freed of their shackles from behind her back, and each hand was now busy. Her left hand was busy fondling one of Pinkamena’s breasts, her thumb digging into the inverted nipples of the party pony-turned-insect. Her right hand was busy giving the thick cock of Spectrum Blast a handjob, the former wonderbolt helping with tiny hips thrusts while also playing with her own boobs. Atop the pegasus lay Nightmare Rarity, the unicorn-turned-slime occupied herself by suckling on Fluttershy’s bountiful bosom while also hotdogging the swollen stallionhood with her ebony ass cheeks. As for Bad Apple, she was now kneeling with her equine legs, and helping the Nightmare completely smother Fluttershy’s cock by giving her a boobjob with those massive cider tanks attached to her chest.

“G-Girls, ungh! Mnf! You, you need-dah! You need to, ha, hgnh! Stop it! Gah! I, I can’t, ngh, take, much more…” The fuzzy feeling in her mind was returning with a fury. She was barely conscious, mostly thanks to the constant stimulation and the pain in her dick. Even so, she knew she had to keep fighting it.

“Aw, but stopping this will only hurt you more.” Midnight cooed, emphasizing her point with a pointed thrust at the base of her balls, the discomfort from this adding to the pain from her member. “We only want to share something extraordinary with you Fluttershy. That’s what good friends do, what we’re trying to do with you; share happiness. Why keep punishing yourself by resisting something that feels so good?”

“B-Because, mnf, ha, ha, You’ll-HIIII! Y-You’ll be, ha, saved. T-Talvira, un-gah Ha! She-She swore, she’d change you back!”

At this, Midnight laughed softly before parting her breasts to look the pegasus in the eye. “Oh Fluttershy. Let me tell you a little secret. If you thought that was how you’d save everypony, then you’ve gone about this the wrong way.”

“W-What?” Fluttershy’s eyes widened. She focused all available attention on her former friend.

“Mistress Talvira only promised to undo the damage, the corruption, she caused. Sure, she’s messed some ponies up, but a far larger share of the corruption has been carried out by her hordes of monsters. And as for us, the only one she corrupted fully was me. Oh, sure, Spectrum would lose her cock and Bad Apple’s ass would get smaller, but the other improvements, those were all me.”

Despite everything that was happening to her body, Fluttershy couldn’t tear her eyes from Midnights’. “…No… That… That can’t be true…”

“Oh, it’s true alright.” Bad Apple spoke up, looking past Rarity’s bouncing backside as she sped up the bouncing of her own breasts. “Midnight fixed Rarity, Dash and mahself up last a few nights ago.”

“And she made me better last night!” Pinkamena chirped in, now trapping Fluttershy’s wrist within her tits and giving that limb its own titjob.

“Honestly, Darling,” Rarity purred. “None of us want to go back to how we were. We’re just so much... more. And when the pleasure feels this splendid, how could we?”

“You’re missing out Flutters,” Spectrum added, increasing the pace of her thrusting. “Seriously, you’ll be a hundred and twenty per cent cooler if you stop being stubborn and give in. Besides, being stubborn is me and BA’s thing!”

“The sad truth,” Midnight concluded, bringing Fluttershy’s focus back to her, “is that, even if you win, there are still hundreds of thousands of corrupted ponies out there. Most of them have never had the pleasure of even seeing Mistress Talvira, let alone having her corrupt them personally. You can’t save all of them. You’re not even able to save all of us! The only thing you’re doing is punishing yourself over and over when we’re offering you an easier path.

“That’s not very kind, Fluttershy. Especially towards yourself.”

Those words struck a chord within Fluttershy. Kindness. It had always been her strongest trait. She had always given that most important part of herself to help others. It was what helped her heal her animal friends, what let her sooth the worries of her pony friends. It was what had helped her overcome and even reform Discord, and was the driving reason behind her accepting this challenge. She wanted to spare her friends pain.

But they’ve still been hurt, the voice inside pointed out. They’ve been twisted beyond recognition, become monsters. You think you can save them, but you’re only hurting yourself in the process. The more you try, the more pain you’ll feel, and in the end, it won’t even matter. Apart from Twilight, all of your friends and almost all of Equestria would still be drenched in lust, and the only thing you’ll feel afterwards is the pain of knowing that you failed them all. Why hurt yourself any further?

Fluttershy’s breathed stuttered, and a single tear rolled down her cheek as she turned her head sideways, unintentionally muffling herself against Midnight’s boobs.

“Please…”

“Hm?” Midnight asked. “You’ll need to speak up Fluttershy.”

“P-Please… I… want it…”

“Darn it, girl. Speak up!” Bad Apple shouted from further down, punishing the pegasus for her timid nature by swallowing the head of her pulsing-yet-plugged cock.

“HAH! I-I WANT IT! I WANT TO FEEL IT! NGH-HA! I, I WANT A P-PENIS IN-IN MY P-P-PUSSY-AAAAAAARGH!”

Midnight grinned. “Then you’ll have to wait for the mistress to return. Until then,” the alicorn shared a knowing and eager look with her four corrupted friends, “let’s all feel good together, one last time!”

The five monster mares picked up the pace now. As well as Bad Apple now blowing Fluttershy on top of pumping said cock with her breasts, Rarity took both nipples in her mouth and sucked as much milk as she could out with impossible force. Pinkamena had raised herself up and placed Fluttershy’s hand at her plush crotch. At first, those yellow fingers simply rested there, but with a tiny guiding nudge from the insectoid pony, she began fingering the former party planner. Spectrum Blast had released her other hand from stroking her member and moved up to a kneeling position beside Midnight. There, she pushed her cock in-between the alicorn’s side-cleavage and found Fluttershy’s mouth waiting to once again ravage. With her right hand free, Fluttershy found it finding a home pressing against the back of the nightmares’ head, holding her closer in a sign to suck even more of her dairy goodness. This left Midnight, who took hold of Fluttershy’s wide hips and plunged her alicorn cock into the pegasus’ back door.

Throughout this faster orgy of friends, Fluttershy finally felt the vestiges of her sanity slipping away. Everything she tried to hold onto to ground herself crumbled to dust. The inner voice grew louder and louder, until her own thoughts mirrored the voice. Until they became one and the same. All that mattered now was the release, the release she’d been denied all day. She felt herself let go and fade away.

As one, the six former heroines of Equestria came. Midnight filled Fluttershy’s stomach from behind while Spectrum flooded her throat. Raritys’ mouth overflowed from the torrents of milk that erupted from the twin yellow peaks, yet she never once broke contact and instead continued to swallow as much as she could. Pinkamena spasmed as she arrived at her own climax, and jets of cider sprayed out of Bad Apple’s breasts, spilling down Rarity’s legs and the side of Cadances’ pillowy chest.

Then, at long last, it was Fluttershy’s turn.

With a mental signal from Midnight, the black band that had denied her for so long and brought her such pain disappeared. With it gone, Fluttershy’s dick erupted. The force of the torrents of spunk were so strong that they filled Bad Apple’s cheeks in an instant and propelled the centaur farmer onto her equine back. The geyser of semen surged into the air, hitting the cavernous ceiling of the throne room and falling back onto all six mares like rain. Midnight and the others stretched out their tongues to sample the pent-up seed, some even smearing themselves in it like a shower.

Fluttershy, meanwhile, had her mind wiped out by the overwhelming orgasm. Her eyes rolled up and she could only make tiny croaks and squeaks of absolute pleasure as her consciousness drifted away.

Talvira landed before the castle gates with an almighty grin. That fanged expression had emerged earlier in the day as she had finished the last pitiful resistance in Manehatten and left them to the regional horde leaders. It stayed with her the entire flight home, and continued to do so as she eagerly walked through the moan-filled halls of what she knew would forever more be her castle. She pushed open the doors to the throne room and beheld the sight she’d been waiting for all week.

Lining the carpeted path up to the twin thrones were the newly corrupted friends of Fluttershy. Talvira looked over each one with great joy, seeing how skilled in the art of body modification magic her apprentice had become. Speaking of said apprentice, Talvira looked forward to see her resting upon the cleavage of Cadances’ pink milk tanks, though if the demoness were being truthful, it was what sat on her lap that was most important.

There, with Midnight Sparkle’s cock embedded in her plush ass, was Fluttershy. She looked exhausted, her limbs dangling lifelessly as her body was positively drenched in cum. All except one limb. Her cock stood straight at attention, a fair bit redder than before, barring a small band of pink flesh just beneath the head, but also twice the width and longer than yesterday. Her balls had also expanded and now matched the size of the pegasus’ breasts. Said breasts were still dribbling milk from those stiff nipples as Midnight softly groped them. But the part that excited, pleased Talvira the most was her expression. Fluttershy’s eyes had rolled up from the pleasure, and a drunken smile adorned her beautiful muzzle.

“You held out admirably, my dear, but sadly, it would seem you have lost.” Talvira couldn’t help but chuckle as she leaned in and placed a finger beneath Fluttershy’s chin, letting them speak face to face. Fluttershy didn’t respond, but it didn’t matter. Talvira simply leaned in and stole a kiss from the yellow mare, Fluttershy’s tongue sluggish but reciprocating the exchange. With that, Talvira stood up and looked to her apprentice, her look of satisfaction lighting up the alicorn’s face.

“Bring her to my chambers,” Talvira instructed. “I wish to consolidate my victory.”

Author's Note

Sorry again that this took so long.
It's a little disappointing that Fluttershy didn't last into the night, but the bad end points number has been reached. There is still one last chapter and an epilogue to come, though. I had intended to have this be the last chapter and then do the epilogue, but that would've taken too long and you guys have been patient enough as it is.
The final poll results will be posted in the next chapter.