“What the heck?!” Vinyl shouted as they beheld the newly-corrupted forms of Bonbon and Zap, the former gasping for air through lips that hid the rest of her head from sight, while the latter’s new tendrils began to lull in their activity, still dribbling their seed all around the unfortunate pegasus. “I-Is that what Rarity’s been doing?”

“Heal them now, questions later!” Starlight ordered, doing her best to push aside the solo session she had cut short as the three free mares quickly closed in on their corrupted companions.

A terrible mistake.

With speed that defied the standard refractory period, Zap’s new tentacles shot out. Completely unprepared for this, Flurry, Starlight and Vinyl were blindsided as the tendrils wrapped around them and lifted them off the ground. Bonbon, the moaning mess she was, was also ensnared. She and Vinyl were only grappled by one tendril, while Flurry and Starlight were dealt with by the four split evenly amongst them. In all of this, Zap was barely beginning to stir as the other four mares writhed in their sticky bonds.

“Zap! Zap, you have to-HAH!” Flurry’s pleas were cut short as the two tendrils holding slunk beneath her poncho, opened up their tips and clamped down on her nipples. The limbs pulled and pushed at her teats, trying to suckle milk that was no longer present. Flurry’s legs kicked as the sensations cost her any chance of concentrating on her magic to break free.

Hers weren’t the only gasps of forced pleasure. Looking around, she saw both Vinyl and Bonbon were being held against one another as both of their tentacles bypassed their panties to plunder their pussies. Vinyl found herself pressed face first against the pillowy lips of the earth pony, with the unicorn DJ’s entire head being forcefully smooched. Bonbon was simply trying to breathe, but her parted lips threatened to engulf Vinyl’s head at any moment. Starlight was moaning even more than the other four, and more forcefully at that. Flurry thought that perhaps, like her, she was being assaulted by two tentacles instead of one, or that she was now squirting milk as one length of perverse muscle squeezed the mages’ bosom tightly, forcing out even more dairy and lustful sounds.

“Hngh! Z-Zap! Sn-Argh! Snap, snap out of it! Please!” Flurry begged in between cries from the fondling. Hope fluttered when Zap’s eyes cracked open slightly, but they possessed a far-off glaze to them.

“F-Flurry…” the pegasus murmured, seemingly unaware of what her new body parts were doing. She looked only straight ahead. Only at Flurry Heart. Then, to Flurry’s horror, Zap began fondling herself. One hand squirmed its way beneath her sports bra to squeeze one of her smaller breasts, while the other snaked down and burrowed itself into her denim shorts.

The effect was immediate. All of the writhing, orange tentacles upped their ferocity in their molestations. Vinyl and Bonbon were separated. The unicorn was pushed down onto the ground, her ass up in the air as the tentacle coiled around her kept hammering her muff. Bonbon, meanwhile, was still held aloft as the tentacle fucking her withdrew from her pussy, only to then re-enter her body by ramming into her ass. A whorish cry escaped those impossibly-sized upper lips, as her lower ones were left to leak their fluids down her thighs and staining her pants as her backdoor was ravaged. The tentacle in her ass suddenly sped up, its movements becoming more frantic as the secret agent swung in its grasp. With another, louder cry, Bonbon’s whole body began spasming, twitching as bulges travelled along the tentacles’ length and pumped into her flanks.

As tears threatened to break through, Flurry watched on as, with each pump, those flanks grew. Larger and larger did Bonbon’s butt expand, swiftly tearing apart her pants and making her green panties look like a G-string. By the time the tendril finally stopped spurting seed and released a gasping Bonbon to the floor, her rear end was comparable in size to Flurry’s bust; looking like somepony had stuffed two beachballs into her flanks. The changes also affected her thighs as well, as moisture from her cunt trickled down past the now miniscule gap between them. Before Flurry could think it was over, the tendril gained a third wind and shot over to bury itself in Vinyl’s ass. Another cry brought Flurry’s gaze to her side, seeing Starlight’s faced flushed as her bosom continued to be squeezed by one tendril and hammered in her pussy by the other. Such was the force of penetration; the unicorn was rocking back and forth with each thrust. It was enough to swing her lactating udders around, spraying her milk everywhere.

This voyeurism was halted by a sharp tug on both nipples, the alicorn yelping as the tentacles released her nubs with a pop. One returned to suckling from the massive breast, the other slunk down towards her crotch. Again, flashbacks to both Zecora’s hut and the dream from the other night came to the fore, and she charged her magic. In a flash of golden light, Flurry managed to pull off the teleport spell, landing with an uneasy thud a few feet away. Adrenaline and instinct pushing her on despite the soreness of her body’s yearnings, the princess dashed towards the masturbating Zap, hoping to stop her. She got a couple of steps before the two fleshy limbs that had been holding her struck her down, landing on her back. The weight of her bust left her helpless for a moment, but the return of fondling didn’t arrive. Struggle to prop herself up on her elbows, Flurry saw the two tendrils had chosen other targets.

One of them coiled around and jammed itself into Vinyl’s mouth, lifting the unicorn DJ up as all three holes were hammered. The other decided to wedge itself into the already stuffed pussy of Starlight Glimmer. Given this had become a regular occurrence in the past week, it wasn’t as difficult as had previously been the case. Nevertheless, Starlight still screamed like a banshee when it inserted itself, her belly distending even as the third tendril focused and suckled upon one teat, leaving the other to spray its bounty wildly. This frenzied fucking continued, as did Zap’s fingering of her petals whilst her hips bucked the air. The flier was pulling a rather debauched face, tongue lolling out of her mouth as the sports bra had been pulled up and she roughly kneaded her small B-cups.

With a final, frenetic rush, all three mares came. As Zap wailed in ecstasy and squirted her nectar onto the ground before her, more bulges travelled down each of her tentacles. Swiftly, all three of Vinyl's holes were flooded with cum, her stomach ballooning out as her limbs went limp. Starlight’s belly also grew as she had double the stream of semen rushing into her womb. The tentacle that had been clutching her boobs finally let go, only to spray the mage in the face.

Knowing there wouldn’t be much time between now and when the tentacles regained strength enough to rail the last mare standing, Flurry dug her hand into her nearby pack and threw a reformation gem at Zap. Accelerating it with her magic, the gem hit its mark square in Zap’s forehead. The flash blinded the alicorn momentarily, but when it died down, relief flooded her system. Zap’s additional limbs were no more, and the alicorn approached cautiously to see the orange pegasus’ wings had been restored. With the threat dealt with for now, Flurry sat down and released a massive sigh. Looking around, the illusion bubble had barely held up throughout all of that, and she was glad it did. The last thing they could afford was one of Talvira’s monsters to encounter them in the middle of an orgy. On the ground, the other four mares were either catching their breath, or already out cold from the sex. As cum leaked out of the two unicorns, Flurry’s gaze looked over the overly-corrupted form of Bonbon. With her incredulously-sized lips and flanks, one crueler than the princess could call her a monster herself.

Struggling, Flurry eventually made it back to a standing position, thanks in part to a little magic. She dug around in her bag and pulled out the last three reformation gems she had. She walked over to Starlight’s prone body and gave her one gem. The result revealed the rate of lactation has slowed significantly, and her breasts looked almost the same size they were at the beginning of this journey. Bonbon, however, needed more. Two gems were enough to return the earth pony to her original form, though her pants were torn to shreds. As Flurry wandered over and used one of Vinyl’s gems on the unicorn, a burst of smoke and green flame revealed a small pouch. Looking within, Flurry found another dream amulet delivered from her uncle Sunburst.

A bit late, but better than never, I suppose. Flurry’s thought to herself. Given what had just happened, there was no question in her mind who should receive this amulet. She walked back over to Zap and gently put the trinket around the flier’s neck. As she pulled away, though, she saw tears staining Zap’s cheeks. Sighing, she thumbed them away, almost immediately earning a small smile from the unconscious pegasus.

With all her companions out for the count and the light from above heralding the start of a new day, Flurry took stock. She could wait for the others to fully awaken, and the party could continue on their path down to this abandoned farm. Doing so, however, would rob her of valuable time, and with Rarity tracking them through their dreams and no guarantee on how long it would take to wake up, it wasn’t advised. She didn’t want to rouse them so soon after the ordeal. They needed their strength back. The only other option she figured she had was to go on her own to the farm. With memories of how her last solo expedition in Ponyville ended resurfacing, she settled on only performing a scouting mission, then coming back for the others.

Her decision made, Flurry turned her magic to recasting the weakened illusion spell. It took far more effort than previous attempts to cast the spell, though the princess put that down to post-coitus fatigue. After a few tries and around ten to twenty minutes, she had successfully recast the illusion. Pinching one reformation gem each from Starlight, Bonbon and Zap, the alicorn left them a note explaining her actions. Before setting off, however, she felt the itch, the sensation of her large nipples brushing against the poncho covering them. Knowing these incredibly big funbags would only hinder her, she took three more gems – another one from Starlight and two from Bonbon – and used them on herself. The poncho hid the light emanating off of her bosom somewhat, and pulling the garment aside revealed they’d shrunk significantly. Their underside no longer hung down to her hips, but now to just above her navel. Still, they were fully rounded, perky and caused her spine some discomfort. If she had to guess what size she was at now, she’d would have to say an I cup.

Better than before, Flurry thought to herself once more and, with all preparations made, she headed off.

She followed the edge of the gorge as it turned south. Given two of her companions had suffered in their dreams, it could only mean Rarity had a real good idea of where they were. As such, despite her desire to move quickly, she actually progressed at a snail’s pace. She stayed on the ground rather than taking flight, and kept a constant eye on her surroundings as she moved with weapons drawn.

It wouldn’t be until around midday that she finally arrived at the farm. She sat down by a husk of a tree to catch her breath, but looking up robbed her of it.

The Pie family farm, as Starlight had called it, looked like it was straight out of a ghost story. All plant life, like the tree she rested against, appeared long since dead. Not a speck of green could be seen, nor could any sound other than the wind be heard. Not one animal called out, like they had in their droves within the Everfree. Looking around, she also saw empty fields with nothing in them save the occasional rock, and a pit that spiraled down some distance away from a wooden house.

Every fiber of Flurry Heart’s being told her to stay put. There was no way this place was as abandoned as it seemed. Though, there was an Element of Harmony here, wasn’t there. Pointing her sword around, the soft glow the blade gave off confirmed as such. But this had been meant to be a scouting mission. She was slightly worse off bust size wise than when she assaulted Ponyville earlier in the week, and even then, her assault was fueled by the adrenaline of rebellious angst. With a clearer head, it was clear rushing in here would spell disaster.

What was Flurry to do?

Lyra knew what she had to do. The question was would she be able to.

She stood, alongside her fellow harem members, as well as the queen Sluttershy and her target Midnight Sparkle. They were all assembled on the balcony behind the throne room, to see off Talvira and Nodabba on their way to the Storm Kingdom. The empress wore no armor, but wielded in her hands a massive silver, double-sided axe. Nodabba, for her part, wore her standard attire, as well as her black mace and clawed gauntlet.

“Stay safe, my darling.” Sluttershy said as she took Nodabba in a big hug, her breasts and cock squeezed up against the young demoness.

“Mother…” Nodabba groaned, eliciting a parental chuckle out of the empress as she and her bride came together for a passionate embrace and kiss.

“Be careful, Talvira,” the corrupted pegasus spoke softly as the two rulers touched foreheads.

“Always, my dear.” Talvira responded, following up with a small kiss to Sluttershy’s snout. The then stepped back and looked over her harem, those golden, draconic eyes ending up looking at Lyra. “All of you are given the day off until my return.” As the buxom mares nodded, and turned, Lyra kept an ear towards the balcony as Midnight slithered forward.

“My Empress, I pray for your swift victory and return.”

“Thank you for your concern, Midnight.” Talvira responded, with Lyra hearing the slight edge of disdain in her mistress’ voice as she hid behind the doorway back into the throne room. With her mind focused and her horn glowing a golden hue, she disappeared from sight with the intention to listen further. “Though I imagine you should save some of that concern for yourself, should your hunter prove too impotent to do the one job he was crafted to perform.”

“Y-Yes, of course, you grace.” Midnight stuttered, bowing low. Lyra couldn’t miss the smug grin of the princess, though it vanished in an instant as Talvira opened up a dark portal and the two demonesses stepped through. With the royals gone, Midnight scowled and looked to say something but, spying Sluttershy keeping an eye on her, held her tongue and disappeared.

Lyra lamented for a moment. Despite having attended Princess Celestia’s School for Gifted Unicorns, she was nowhere near the prodigious magical talents Twilight Sparkle and Moondancer had been. Talvira had gifted her some spells, but sadly a scrying spell to track Midnight down hadn’t been one of them. So concerned for how she was going to do her job, Lyra completely missed the queen had re-entered the throne room until the off-yellow pegasus stood before her, black-tips wings spread and both her nipples and cock dribbling their respective fluids.

“The entrance to the caves is at the back of the lowest dungeons.” She said softly with a small but knowing smile. With that piece of advice, Sluttershy strutted away, her hips swaying hypnotically with each step and jiggling the bountiful cheeks of her royal rear. Shaking her head out of staring at those butterfly-marked buttocks, Lyra concentrated once more and channelled her magic. In a flash of golden light, she was gone.

She reappeared down in the brick-laden surrounded of the castle dungeon. These areas remained larger unrenovated from before Talvira’s conquest from what she could recall, though thankfully she had no reason to come down her. The reasons why were numerous as she instantly activated her invisibility. The cells were all full of mares and stallions being sexually tortured in one way or another. Some had hot wax dripped upon their bodies, some were chained up with no way to remove the vibrators driving them insane, and some were just being savaged by the monstrous guards regardless of gender.

Lyra quickly covered her ears and located the staircase, descending as quickly and quietly as she could. Soon enough she reached the lowest level. Only the royal couple and Midnight Sparkle were allowed down here, from the gossip she had heard within the castle. There were no signs of any guards down here as the mint unicorn moved closer to the back. Most of the cells down here were empty, but the one at the far end, where Sluttershy had said the cavern entrance was, was occupied.

Within hung an older pegasus mare, with her mane styled in short red curls to contrast her yellow coat. Her glasses were askew on her lust-drenched face, her wrists and ankles shackled to a bar that rested behind her neck and hung from the ceiling. Below her shoulder however, with the exception of her outstretched wings, were massive breasts that completely obscured the rest of her body. Her nipples were covered in red flower pasties, though something was clearly buzzing beneath them.

Taking a breath to steel her nerves, imagining Bonbon was facing worse things than this right now, Lyra teleported inside the cell and looked around. Ignoring the whorish wailing of the pegasus mare before her, the unicorn found a trap door with a silver handle beneath the bound prisoner. She knelt down to open it, unintentionally discovering the multiple dildo vibrators jammed into both this poor pony’s pussy and asshole. Her nectar was gushing out like a drink fountain, absolutely soaking the wood of the trap door and making it that little bit harder to open. But open it Lyra did and, after crawling beneath the massive hanging breasts of this mare, she clambered down the passage below and closed the way behind her.

As she progressed down, the stuffy, heat-inducing atmosphere that permeated throughout all of Canterlot seemed to grow stronger down here. The walls, ceiling and even floors surrounding Lyra all took on a far softer consistency than before. More… flesh like. Eventually, the stairwell ended and, re-engaging her invisibility, Lyra stepped out into a massive fleshy cavern. Her sanity nearly re-fractured at the sight. Strewn all throughout the walls, ceiling and even parts of the floor were trapped mares. All moaned lustfully as Lyra carefully picked her way through them all. Some were confined within air-tight, see-through membranes as tentacles burrowed into their pussies and encased their maws in a fleshy mask. Others had their upper bodies fully encased in the flesh as they were filled, and some were already sporting bulging bellies full of new monster servants for the empress.

Lyra resisted the urge to both throw up at the sight, and to finger herself with reckless abandon, when the sound of voices drew her attention. She hurried over and peered around the wall to see the back of Midnight Sparkle. She was speaking to somepony, though Lyra couldn’t get a good look at who from her current position. She also couldn’t make out every word, given the moaning of one earth pony mare mere inches above her head, but she was sure she heard something about “advancing to the next step of the plan.” The former alicorn and whoever was with her moved deeper into the caverns, and Lyra was about to follow when something moved in her peripheral vision.

She turned to look at it, and nearly screamed.

It was a pony-turned-monster, that couldn’t be denied. But what scared Lyra was that she knew this monster. At least, she used to. A beige coat, and a long red mane and tail that had two purple stripes running through it. That was where the familiar aspects ended in terms of body shape. From its hips sprouted four legs, each bent at ninety-degree angles and shuffling the body along like a crab. The arms had been replaced with a writhing array of tentacles, all flinging themselves around as if trying to catch food for a blind animal. That description seemed apt as, upon this poor mare’s head, her unicorn horn had been shapeshifted into a massive, eternally erect cock. The balls for said cock were large, completely obscuring the mares’ eyes. Not that it seemed like it needed them, as a singular eye stared out from the center of the collar bone, above breasts that had their nipples also transformed into cocks. But the thing that scared Lyra most was the misplaced cutie mark now adorning the beasts’ back as she passed her; a dark purple crescent moon surrounded by three stars of a lighter hue…

Moondancer’s cutie mark.

Her limit reached, Lyra instantly teleported, finding herself back in the private dungeon. She couldn’t go back to the harems’ quarters, not when the other five mares she shared it with would want to make her “feel better.” Even as she stood panting in fear in an empty cell, her vagina was leaking copious amounts of fluids, as were her breasts. But she didn’t care about any of that, her mind still fixated on the image of what her old friend had been turned into. Sliding down the cell wall into the fetal position, Lyra cried. She cried loudly, unaware or uncaring if someone else heard her.

Bonbon… Hurry… Please…

Author's Note

Flurry Heart Stats:
Purity: 3/3*
Will: +3
Strength: +5*
Defense: +3
Speed: +1*
Magic: +4
Items:
Crystal Sword: +1 to Strength
- Element of Honesty: +1 to Strength
Crystal Buckler Shield: Advantage on Strength Checks
Dream Amulet: Automatically pass Will Checks in regards to dreams
Chastity Glyph: Sacrifice this instead of a Purity point upon losing it in vaginal sex
Reformation Gems x3
Teleportation Crystals x2
Food Rations x2
Corruptions:
Expanded Breasts (I cup): -4 on Speed Checks

Starlight Glimmer Stats:
Purity: 3/3
Will: +2
Strength: +2
Defense: +2
Speed: +2
Magic: +5*
Items:
Crystal Staff: +1 to Magic
Stealth Suit: Can reroll one Speed Check per chapter
Dream Amulet: Automatically pass Will Checks in regards to dreams
Reformation Gems x3
Teleportation Crystals x1
Food Rations x2
Corruptions:
Expanded Breasts (CC cup)
Lactation (1/3)

Bonbon Stats:
Purity: 3/3*
Will: +3*
Strength: +3*
Defense: +2*
Speed: +3*
Magic: +0
Items:
Monster Agency Duster Coat: Can reroll one Defense Check per chapter
Crystal Short Sword: +1 to Strength
Grappling Hook: Advantage on Strength and Speed Checks
Contraception Spell: Sacrifice this instead of a Purity point upon losing it in vaginal sex
Reformation Gems x3
Teleportation Crystals x2
Food Rations x2
Corruptions:
None

Zap Apple Stats:
Purity: 2/3
Will: +4
Strength: +4*
Defence: +1*
Speed: +4*
Magic: +1
Items:
Flying Goggles: Advantage on Speed Checks
Brass Knuckles: +1 to Strength Checks
Rope Lasso: Advantage on Strength and Defence Checks
Dream Amulet: Automatically pass Will Checks in regards to dreams
Reformation Gems x3
Food Rations x3
Corruptions:
None

Vinyl Scratch Stats:
Purity: 4/4
Will: +3
Strength: +3*
Defence: +2
Speed: +2
Magic: +3*
Items:
Steel Bat: +1 to Strength Checks
Horn Ring: +1 to Magic Checks
Reformation Gems x2
Teleportation Crystals x3
Food Rations x2
Corruptions:
None

I will admit this one took me a little while to get into. But hopefully it was worth the wait. The reason why Zap's back to normal wings is two tentacles counted as one charge of corruption, so one gem was all that was required. While sad the dick wings didn't stick around, at least we got to see them have some fun. What also surprised me was how short this chapter was, hence why I added that part with Lyra. Another surprising factor was, for the second tracking check in a row, Midnight's beast rolled a Nat1. You'd think being purpose remodeled to hunt ponies down would make him better than this, but maybe Lady Luck realises it's not his turn yet.
For the votes, crossing the gorge made a late charge, but wasn't going to overtake pressing on to the farm. Similar for Zap getting the amulet. Bonbon and Vinyl tried, but you guys were adamant she get it. The gems were more interesting, however. Thanks to the late voters, Flurry actually had a three-way tie, with me rolling a D4 to help determine which choice won, with three gems the victor.

Action:
Carry on towards the farm: 15
Try to cross the gorge back to Appleloosa: 10
Item 1:
Use Reformation Gems (Type in how many for each character)
Flurry Heart: 0:8, 1:8, 2:0, 3:8, 4+:1
Starlight Glimmer: 0:11, 1:12, 2:2, 3:0, 4+:0
Bonbon: 0:7, 1:6, 2:12, 3:0, 4+:0
Zap Apple: 0:3, 1:10, 2:9, 3:3, 4+:0
Item 2:
Give the Dream Amulet to Bonbon: 5
Give the Dream Amulet to Zap: 14
Give the Dream Amulet to Vinyl: 6

Speaking of those late votes, there was a surge of people voting for zero gems amongst most of the party. I've had people asking about it, so I'll address it here. Up to this point, I've been giving the option for gems to be used because it wouldn't seem logical that the party wouldn't want to try and heal their teammates. However, I realise this is putting off some readers, potentially making their opinions feel unheard or not cared for. I'm sorry if it's come across like that.
So, to make up for it, from now on there'll be a Gem option in the votes. Whenever the opportunity to use a gem comes up, you can vote whether or not to use one, and if so, how many and on whom. It's basically the same thing as before, though now every time you will have the choice to vote for 0 gems if you want regardless of the situation. This also frees up the item option to hopefully return it to what I'd initially envisioned it to be for; deciding on if items the party finds should be taken.

Anyway, with that rambling out of the way, the new votes.

Action 1:
Investigate the House
Investigate the Mine
Wait for the others
Action 2:
Fly/Levitate to catch up
Risk a teleport
Reformation Gems:
Yes (If so, on who and how many)
No

As always, I hope you've enjoyed the chapter, and happy voting!