“How is she still resisting!”

Talvira muttered to herself as she flew out over the valley of central Equestria, leaving behind the echoing moans of Canterlot’s city-wide orgy to think about the pegasus’ refusal hours earlier. She was certain that becoming a futa-mare and joining in on the Sparkle sibling fun would be enough to break her, yet still this meek mare continued to refuse.

“Doesn’t matter,” she muttered, her bat-like wings carrying her through the evening air. “I still have four days to break her. I’m certain tomorrow she will fall, or at least find herself on the brink.”

She looked down and noticed she was now flying over a town called Ponyville. She saw the tell-tale signs of her minions’ rampage; bonfires made from broken merchant stalls, thatched roofs burning, and all over town stallions and monsters were spreading the lust. This returned the smile to Talvira’s face, seeing her good word spread out throughout the kingdom.

Said smile disappeared, however, when she noticed a large mob of her horde were gathered a fair distance away from a large, crystalline castle that looked so out of place in the simple town. Sighing at her mood being ruined just as she had calmed down, Talvira descended towards the horde. The moment they saw her touch down, all monsters gathered bent the knee to their mistress. She looked out amongst them, making her annoyance known clear for all to see.

“Who amongst you is the leader?” She called out, her gaze sweeping across all of them and noting the strongest in their midst. Swiftly one of the beasts made its way to kneel before her; a rotund boar-like monster who clearly needed a shower as, even by Talvira’s standards, he smelled absolutely revolting.

“I am the one in charge, my mistress,” he answered, eagerness to please as well as rightfully-deserved fear evident in his voice.

“And you are?”

“My name is Denma, my mistress. Rest assured, this town has fallen to us and we shall soon send you the prizes we have claimed here.”

“And would those prizes include what is within this castle you haven’t broken yet?” Her tone cut him to the bone, Denma visibly sweating under the demoness’ glare.

“T-There is a spell user of great power defending the last of this town’s citizens, my mistress,” Denma pleaded his case. “Despite our best efforts, the barriers and beams have hampered our advan-”

Denma didn’t get to finish his excuse. Talvira raised a glowing hand before a ray of heat shot forward and encompassed Denma in a blinding flash. As the monsters surrounding them lowered their eyes, they saw a charred, lifeless husk of a body sizzling where once knelt.

Talvira turned her gaze to another monster; one more feminine, with the bare upper body of a pony and the lower of a snake. “Your name?”

“I-I am Lamaria,” my mistress,” the snake-pony answered respectfully, bowing down knowing any misstep now and she would join the pig Denma in death.

“You are now in command of this horde. Do well and you may avoid suffering the fate of your predecessor.”

Lamaria smiled for a moment, not daring to look up. “Thank you, my mistress, but what about this castle? Denma wasn’t lying when he said these barriers were difficult.”

An aggressive grin stretched across Talvira’s face. “Leave them to me.” With that, she strode towards this castle.

Even without seeing any of the security spells that had her horde so thoroughly spooked, she could feel the waves of harmony echoing off of this place. No wonder the ponies had chosen this as their final bastion. Talvira took another step and a magic line of glowing teal light lit up behind her, forming a massive circle around the castle. As it did, the she-demon noticed the pull of gravity double, though it mattered little to her and she continued on. A glyph of the same teal energy lit up in the air before her and fired a beam of magic, deflected with a deft backhand. Another circle lit up and again gravity doubled, this time causing Talvira to stopped and adjust. The glyph fired another beam but she redirected it with her palm into the ground. Specifically, the ground where the second gravity ring had been, nullifying its effect and allowing Talvira to move freely again. Before another beam could be shot at her, Talvira leant back and belched out a plume of dark fire, destroying the glyph utterly.

Finally, she had reached the base of the stairs to the front doors of the castle. Curious, she raised a hand up and felt it come to a stop against a three-layered shield spell. Though intricately designed, she noted it was nowhere near as skilled a magical construct as the shields Shining Armor had been summoning earlier in the day. She gripped the shield before sinking her claws into the outer layer, then squeezed while pulsing out her magic. Cracks spiderwebbed their way across the surface as she bored her magic through to the middle layer, then the last. After a minute or two, she withdrew her hand only to bring it back in a clenched fist, her punch shattering all three layers and rendering the castle and any inside vulnerable. With the deed done, she walked back over to Lamaria, her expression a clear sign to all around not to move just yet.

“As compensation for me doing your job,” she explained, “you are to bring me the six bustiest mares within the castle. Unspoiled. Once they are given to me, you may do what you will with the rest.”

“Understood, my mistress.” Lamaria replied before taking up the spear she wielded and turning to face the horde. “You heard the mistress. Capture all inside, bring us the six with the biggest tits, then have fun!”

With a roar, Lamaria and the horde charged in while Talvira crossed her arms beneath her massive bust, waiting with a tired smirk for her subjects to deliver.

“Starlight, huff, can’t we, huff, take a break?”

Starlight stopped her seemingly relentless march through the countryside to look back at her companion. Trixie was doubled over, sucking in deep breaths as the pink clouds loomed overhead, glowing ominously over Canterlot.

“Come on, Trixie,” she pleaded. “Every moment we stay still is a moment we get caught. Plus, I don’t want to be gone from the castle for too long.”

“But… all this sneaking around, I don’t know how much more I can take. Honestly, how do you, Twilight and her friends put up with all this heroine stuff?” The magician wheezed in response. “Besides, if you’re worried about the castle, why’d we leave in the first place?”

“You know why,” Starlight shot back before taking a deep breath to calm down. “We need to know if Twilight and the others are alright. If they’re captured, then we might be the only ones that can save them. As for the castle, I left some of the strongest defense spells I know to protect it, but if something could defeat our friends, then there’s a real chance that thing could break through my spells, and if I’m not there to teleport everypony out of there, then-”

“Hey, hey!” Trixie brought both hands up to Starlight’s shoulders, gaining her attention. “You need to calm down. You’re stressing out and I’m exhausted. We need a break.” Starlight looked in her friends’ eyes for any trick, but there was none there, and she let the blue unicorn guide them down to a fallen log to sit and rest. “I know you want to save everypony in Ponyville, heck, all of Equestria perhaps, but those in the castle wanted to stay, in case ponies they know manage to escape.”

“I’m sorry, Trixie. It’s just… I know I can handle stuff like this, but it still feels monumental to take it on. I’m just worried.” That was putting it mildly. With Twilight and the others missing, Starlight felt the burden of responsibility fall on her shoulders. She had gathered all the citizens she could into the castle and had defended it against the hordes while also teleporting those who wanted it to the safety of the Crystal Empire. One such refugee was Spike, though she had to promise him she would help save Twilight if she could, hence why she and Trixie were now walking to Canterlot.

Trixie brought her friend in for a side-on hug. “Hey, come on. You’re not giving yourself enough credit. Again. Plus, with the Great and Powerful Trixie in your corner, how can you fail?”

This brought a smile to Starlight’s face, and she was about to fire off a witty retort when something happened. One of the last things Starlight wanted to happen.

Trixie noticed the other unicorn stiffen in her grasp, her worry immediate and palpable. “Starlight? What’s wrong?”

“…It’s… It’s the castle…” Starlight murmured, slowly standing and looking back towards Ponyville. Her eyes were wide in shock as her heart grew heavy with guilt. “It’s fallen.”

“Fallen?” Trixie asked, Starlight not responding as she fell to her hands and knees. “Starlight! Talk to me, what happened?”

“M-My spells…” Starlight stuttered, tears beginning to break through. “They were broken… like they weren’t there at all. I failed them… I left everypony there to-OW!” Starlight didn’t get the rest of the lamenting out before something smacked the back of her head. She looked back to see Trixie had seemingly hit her. “What was that…?” She stood and was about to angrily rail against her friend, but Trixie then pulled her in for a tight hug, confusing the unicorn even more.

“It’s not your fault.” Trixie repeated.

Something broke inside Starlight and she dropped back to her knees, Trixie easing her down as she started to openly cry. She hugged Trixie back tightly, letting it all out into the magician’s shoulder as she gently brushed Starlight’s mane. There the two remained, Starlight was unsure how long she wept but when she finally had no more tears to shed, she looked up and saw the sad but sympathetic smile of her often-boastful friend now simply being there for her.

“Thank you, Trixie.” Starlight finally spoke up, her voice choked up a bit due to her tears. Trixie nodded and the two shared another heartfelt hug before standing up. They looked up at the capital city on the mountainside, knowing full well going in there now, with no hope of reinforcement and the knowledge their gamble had failed, was suicide.

“Starlight,” Trixie spoke up. “I know you don’t want to hear this… but we have to go.”

Starlight didn’t respond initially, still glaring at the now fallen city, but when she felt Trixie’s fingers link through her own, she answered by holding her friend’s hand tight and charging the teleportation spell.

I’m sorry Twilight, Starlight mentally called out, hoping beyond all hope that the princess of friendship could hear this message. But we will be back to save you. I promise.

With that, the two unicorns blinked out of view, right as a certain winged figure rocketed back towards Canterlot, six floating forms following in tow.

“Quite the decent haul.” Talvira thought out loud.

She was now back in her new residence; Celestia’s old room back in Canterlot castle, but she was far from alone. Kneeling before her were the six mares Lamaria and her horde had presented as an offering for her. Four earth ponies, a unicorn and a pegasus. Despite some variations with the rest of their bodies, all had at least D cup breasts, which definitely helped get Talvira hard as she observed her new toys.

“W-What do you want with us?” One of them, the mulberry mare with the pink mane and smiling sunflower cutie mark asked with a nervous tone.

“I thought that would’ve been obvious,” Talvira replied bluntly as she stopped circling them and leaned down to look this mare in the eye. “Rather than serve as the cocksleeves for my many, many minions, you’ve instead been given the honor to service my sexual needs personally. Honestly, it’s more than mare like you deserve, but I’m in a charitable mood.”

“You can’t be serious!” Turning her gaze, she looked at another earth pony mare, the grey on with long black hair and a purple musical note denoting her talent. “You expect us to debase ourselves like this? No, I’ll have no part in this.”

Talvira stood and walked over to this mare, grabbing her roughly by the tit and twisting. The mare nearly fell, being held up by her boob as the demoness leaned in. “It’s cute how you think you have a choice in the matter. Sadly, you don’t.”

“Let her go!” A blur of movement drew Talvira’s attention as the lone unicorn, a mint-green mare with silverish mane and tail and a lyre cutie mark, leapt up and tried pulling the fiend off of her new playmate. Talvira complied, releasing the musician before grasping the newcomers’ horn and pulling her head into her cleavage. The mare’s head almost completely disappeared between those crimson orbs, and Talvira grew even closer as she began rubbing her now hard cock between the unicorn’s thighs.

She noticed three of the other mares were now moving to escape; two of them earth ponies with creamy coats, one with brown hair and the other with blue, tried for the door. The pegasus, sporting a grey coat and dark grey mane with a cutie mark of a pink heart with a red cross through it, made a dash for the balcony door. The mulberry mare was too scared to move, and the grey earth pony was gingerly grasping her sore tit.

“Let me make myself clear.” Talvira stated as her magic flared, lifting each of the five mares off the ground while she still smothered the unicorn in her bosom. “You now belong to me. Either you stay here and service me, or I throw you to my hordes in the streets, where they will rape you without respite. Piss me off enough and I might even feel the urge to kill one of you as an example, given how annoying a day it’s been. Am I understood?” Through the fear in each of their eyes, all of the now floating mares nodded, as Talvira pulled the sixth out of her cleavage to see she was already lost to the lust. Her predatory grin returned. “Good. Now let’s have some fun.”

The first spell she cast was an identifying spell, as if she was to have these mares as playthings, she wanted to know them by name. The grey earth pony was one Octavia Melody, the unicorn in her grasp was Lyra Heartstrings, the mulberry mare was Cheerilee, the two mares closer to the door were Cream Heart and Milky Way, and the pegasus was called Caring Hearts. With introductions out of the way, she cast another spell, this time on herself. Her body bulged away from her at the sides, before the lumps split off and grew into perfect duplicates of her. The gathered mares looked on in terror as there now stood three Talviras in the room.

One of the Talvira clones rushed over and claimed a tit in each hand from Cream and Milky, their moans echoing out as they were lowered to the floor. The other clone used her magic to bring Caring closer to suckle on her teat, forcing Octavia to give her demonic cock a blowjob at the same time. That left Cheerilee alone, and she looked up at the original Talvira, who deposited the now lust-drunk Lyra beside her.

“Why don’t you two get more acquainted?” She suggested, a suggestion Lyra was more than happy to oblige. Without warning, she tackled into Cheerilee, pinning the earth pony to the ground as they lay belly to belly, breasts squished against one another.

“W-Wait! L-Lyra, stop! This isn’t you!” Cheerilee pleaded, desperate to escape this, but her pleas were silenced by Lyra locking the teacher in a kiss. Cheerilee squirmed but couldn’t break free as Lyra’s skilled tongue wrapped around her own, claiming dominance for their new owner. Both mares squealed as they felt Talvira’s thick cock brush past their pussies, teasing her with it as the length poked the underside of their breasts.

“P-Please… D-Don’t do iiiiiIIIIIIIT!” Cheerilee’s begging was ignored as Talvira plunged her member into her waiting snatch raw. She had never taken such a monster of a cock before, and Lyra licking at her face and mashing together their pair of D cup boobs certainly added to the growing sensation of euphoria.

“Hhm! N-No… stop-ungh!” Caring Hearts pleaded as she hovered upside down in the demoness’ magic, blood rushing to her head as Talvira suckled on one of her DD breasts while kneading the other and pinching the nipple with a hand.

“And give up such a delectable meal? Not a chance.” Talvira went back to suckling, pulling on the light grey nub to stretch out the boob. As Caring moaned just above her, Octavia felt Talvira’s hand on the back of her head, assisting her in her blowjob. “Octavia, why not make use of that pillowy chest of yours? Prove why I shouldn’t throw you to my horde.” Octavia, understanding the implication, reluctantly complied. Even as that demonic cock pounded away at her mouth, she lifted up her DD breasts and began giving Talvira a boobjob on top of her blowjob.

“Hmm, oh, that’s good,” the third Talvira purred as Cream Heart and Milky Way gave the leaning down demoness a double titfuck. The two mares had the largest busts of the six, easily E cups, and Talvira had discovered with her earlier suckling that these two could lactate. Said milk was now acting as a great lube for the four breasts now massaging her cock. “Suck on it.” At her command, the two milky earth ponies leaned in and licked at the cock head protruding from their tits. Cream worked her tongue up and down the length even as they pumped their breasts, while Milky circled the flared head before swallowing it.

The three groups began speeding up their activities. The original Talvira was still thrusting into Cheerilee’s snatch, the teacher having orgasmed multiple times already, while Lyra had her pussy fingered thoroughly, drunkenly praising her new mistress for the pleasure. The second Talvira had rearranged her two captives. Caring Hearts was now hovering in a normal flying position, both her nipples within the demoness clones’ mouth, while Octavia was still continuing with her blowjob/boobjob combo, only now she was upside down, and the pussies of the two mares were now scissored together by Talvira’s magic, heightening the pleasure. The third Talvira was now fucking Cream Heart, the milf of an earth pony eating out the pussy of Milky Way as her milk was sucked out by their tormentor. The captured mares couldn’t fight it much longer and soon enough, all six came alongside the Talviras.

A few moments later, Cream Heart was the first to regain her senses. She couldn’t remember the last time her husband had given her a fuck that good. As she looked around, the other five mares were in similar states of light-headedness. Looking up at her three new masters, she noticed something that instilled both fear and a carnal craving.

All three of the Talviras now sported two cocks each, both just as large as their singular cock had been.

“I think it’s about time we wrap this up, right ladies?” One Talvira asked the other two, a hand absentmindedly stroking one of her shafts.

“Indeed.” One of the other fiends answered, lifting up Caring Hearts and Octavia before impaling both mares onto one cock each, their howls of pleasure proof they’d been woken from their post-climax high. The original did the same with Cheerilee and Lyra, the two mares almost rejoicing and losing themselves in a deep kiss with each other.

“N-No, please, I-I don’t want this,” Cream pleaded as the second clone lifted her and Milky Way up, lining up their pussies with her cocks.

“Why? It feels so good. You shouldn’t fight something this good, right?” With that little retort from Talvira, the two busty mares were impaled on her cocks, howling like animals as the demoness squeezed a breast of each mare, squirting milk onto the floor. Looking over, the original Talvira was engaging Lyra and Cheerilee in a three-way kiss, while the other clone was suckling on one of Caring Hearts teats as she pounded away, with Octavia nursing on the other.

The three demonesses lifted their captives up before bringing them together, six mares packed in close as they were all rutted into submission. Lyra had left the kiss to turn and sample Cream Heart’s milk, while Cheerilee still pashed with her new mistress. Milky Way suckled on one of her own nipples while the other was trapped within Octavia’s mouth. And Caring Hearts and her Talvira suckled on each other’s nipples, deepening the bond between them.

The pace and the hedonism built and built until finally all three demons came, shooting liters of cum into each of the six mares. Once all the jizz was finally finished pumping out, the mares were softly lain down on the circular bed, the two clones fading away to leave the one demonic mistress.

“Well, that made up for today’s frustrations.” Talvira mused as she left the six mares in a daze. “Now, let’s see how my new alicorn’s progressing.”

Fluttershy opened her eyes, and immediately wished she hadn’t.

She found herself in some kind of fleshy cave, completely enclosed within this navy-blue space, not much bigger than the lounge room back at her cottage. Despite there being no exits, there was enough light to see things clearly, like how her limbs were swallowed up to the elbow and mid-thigh by… large breasts. Her limbs were inserted into the light blue nipple, and no matter how hard she tried to pull, she was stuck. Another terrifying sight to assault her senses was that she still possessed thick thighs and a proudly erect cock.

“Well now, looks who’s finally awake.”

Recognizing the voice, Fluttershy looked around the small space. “A-Applejack? Is that you?”

“About time, slowpoke.” Another voice taunted, another familiar voice. Her eyes darted from shadow to shadow in this bumpy place, but she couldn’t find the owner.

“Honestly, Darling, we’ve been waiting so long for you.”

“Rainbow Dash? Rarity? Where are you?!” Fluttershy struggled once more, then looked down past her full mast cock. Her eyes widened.

The floor morphed and stretched, almost as if it was coming alive, before the sections took on equine forms and changed color… to colors she recognized all to well. Soon these growths took the forms of her three friends. While she wasn’t sure what was happening, Fluttershy was certain of one thing; the blatant lust in each of their eyes terrified her.

“Girls… what’s happening?”

“Oh, nuthin’,” Applejack chuckled, bringing a hand up to Fluttershy’s member and slowly stroking it.

“We heard somewhere that you’re still putting up a fight.” Rainbow Dash chimed in, beginning to massage the yellow mare’s breasts.

“And we thought we would be generous and show you just how good giving in could be.” Rarity moved behind Fluttershy, who soon found her head sandwiched between large white boobs.

“N-No,” Fluttershy struggled, but she was at the mercy of her friends… no, by whatever was pretending to be her friends. “Y-You… you aren’t my friends. They’d never give in.”

“Aw, but Fluttershy,” Applejack smiled, though it brought the bound pegasus no comfort as the walls slowly started closing in on the group. “We did give in. We just wanna show ya how nice it is, is all.” With that, the farmer facsimile bent down and took in Fluttershy’s entire member into her mouth in one fluid motion. The sensations were like a lightning bolt to every nerve in Fluttershy’s body, like her dick was under water, yet the pressure felt as intense as it did within Twilight’s mouth earlier in the day.

“Seriously, that’s cold, Fluttershy.” Rainbow chided. “I think somepony deserves a lesson.” Fluttershy’s horror doubled as Rainbow Dash’s head split in half, morphing into two separate heads of the chromatically-mane racer. Both heads gave each other a knowing look before leaning in and taking both of Fluttershy’s nipples in each mouth. Their tongues toyed with the sensitive nubs and danced over her increasingly puffy areola.

“It is scary at first. But trust me, Darling, I just know you’re going to love it. All you need to do is give in and join us.” Rarity pressed against the sides of her breasts, smothering Fluttershy as she jostled the pink-maned pegasus’ head around like she was drying it after a shower. As this continued, Fluttershy noticed it was getting harder to move and see, as the white masses of titflesh encroached on either side of her vision. Rarity’s breasts were growing bigger and bigger, obscuring Fluttershy’s head more and more with each passing second.

“Join us, Fluttershy,” all three chanted, speeding up their various stimulations. “Join us. Join us. Join us. Join us! Join us!”

Fluttershy’s head grew lighter as more of the light from the fleshy cavern disappeared behind Rarity’s bust, yet she still felt the effects of Applejacks’ blowjob and Rainbow Dash’s twin assault on her teats, and she could still hear their chanting clear as day. As her vision finally vanished in a sea of marshmallow boob, another voice joined the chorus, yet another voice she recognised.

“Join us! Join us! Join us! JOIN US!”

Author's Note

Well, hopefully these two chapters were worth the wait. Thank you for your patience while I needed to rest up, and I hope you've enjoyed these latest offerings. I was tempted to split the day chapter into two separate chapters, but I think it would've messed with the flow of the story, and it felt good posting a chapter over 5k words.
Now, onto the previous poll results, and for the first time we have clear winners across the board! It was a bit tight for all three categories, but eventually Twilight and Ponyville pulled ahead. The item, as always it seems, was the closest, with a late vote giving the ring the win.
Previous Poll Results:
Day:
Pinkie Pie: 5
Twilight: 8
Night:
Starlight & Trixie: 4
Ponyville: 8
Derpy: 1
Item:
Replace Lacy Stockings with Nipple Tassels: 2
Replace Lacy Stockings with Wedding Veil: 5
Replace Lacy Stockings with Clit Ring: 6
Keep Lacy Stockings: 0

And now for today's new options. With this last round, some new options have popped up, and some have been taken out of the story (sorry to all those who wanted Starlight and Trixie. I would've liked to include them, but at this point it would've been a repeat of Chrysalis' option).
Today's choices are;
Day:
Pinkie Pie
Pillory
Royal Spa
Night:
Fluttershy
Mothers
Derpy
Item:
Nipple Tassels
Wedding Veil
Leather Corset
Emblem of Power

Thank you for sticking with the story and hope you continue to support it. Happy Voting!