Slowly, Zap’s mind began to rise from the depths of unconsciousness. The first thing she felt was that she felt sore all over, but most prominently in her legs and crotch. Her magenta eyes blinked blearily as her surroundings were dark. Despite the dim area the flier found herself in, she could still make out her body. Her corrupted body. As her gaze travelled further down to her hips, Zap’s awareness snapped into clarity as her exhaustion was chased away by confusion and fear.

She was hanging from a slime-covered offshoot in what must have been a massive cave. Her arms and wings were stuck in the wall, as were her avian feet, spread out and bringing more prominence to her newest corruption. A horse cock and pair of testicles hung in front of her pussy, which from the backside of her ball sack Zap could tell was already wet, yet something else also made it feel slimy. Though the penis was currently within its sheath, having helped out for years back in Appleloosa gave the pegasus instinctual knowledge she was packing an above-average dong. The only other thing that was different was she dressed once more. Well, dressed might have been an overstatement, given this looked like an erotic variant of a Wonderbolt uniform; the blue and yellow outfit cut off at the shoulders and high thigh, while her chest, belly and crotch areas were bare.

“Z-Zap? Zap, can you hear me?”

The voice made Zap shoot her head up, desperate to find the familiar voice. She didn’t need to look far, however. Some feet off to the pegasus’ left, she found Starlight trapped in the wall.

But it was the unicorn’s body that snuffed any faint flickers of hope within the flier’s heart.

Like her, Starlight’s body was held in a similar state to her own; arms and legs held back and spread out amongst the slippery substance. She also had a dollop of goop hugging her horn; no doubt to smother any magical escape attempt. She was also dressed in skimpy attire, that of an inverted bunny mare suit; black leggings up to her hips and sleeves that linked over her shoulders into a white collar. A pair of fake black bunny ears worn in her mane completed the lewd look. This left her entire torso bare, though one would be hard pressed to see it behind the massive breasts that now hung off Starlight’s ribcage. Drawing on her experiences back in Appleloosa, the unicorn had to be carrying at least an N cup. Furthermore, just below the seemingly ever-lactating nubs of her nipples rested two vagina slits, each leaking their own feminine nectar. As she looked upon her comrade, Zap’s new genitalia could help but begin emerging from its equine sheath. Nor could her subconscious mind resist the thought of Flurry Heart bearing breasts like those, which hardened her even swifter.

“S-Starlight?” Zap stuttered in horror, and the defeated look on the mare’s face told the Apple she must have known what was racing through her mind. “W-What…?”

“Yeah,” she sighed in response, dropping her head to look at her voluminous chest. “This was why I sent you away. Guess it help in the end, huh?” At this, Starlight looked across from their tunnel in the cavern, and Zap followed her gaze to their other occupant, her fears only deepening when she saw Vinyl Scratch strung up like them, though her outfit was more in theme with her occupation as a DJ; fishnet stockings and sleeves, a pair of denim short shorts that were left unzipped at the front, and a sleeveless, fuzzy pink crop top that was pulled up over her breasts. Her three dicks were beginning to harden as she too awoke and took in the sights of her companions.

“…Fuck.” She simply stated; a sentiment Zap silently agreed with.

“Girls…” Starlight started but had to stop as she winced from a larger burst of milk escaping her nipples. …W-What happened? Where’s Flurry Heart, and Bonbon?”

“Oh, I can answer that, Darling.”

All three mares snapped to attention when the walls of their little alcove pushed outwards, erasing its existence so they were all hanging in a row in the larger cavern. There, descending from a large tunnel in the roof, came a massive droplet of slime dangling down. It finally plopped onto the ground before shifting into the darkly radiant form of Nightmare Rarity. Zap felt a chill run down her spine, yet the slimy bonds that held her made squirming away from the approaching unicorn impossible.

“Why, look at you.” The fashionista stated with a smug smirk as she leaned down at the three. “You all look fabulous, Darlings. Photo Finish knows what I like in models.”

“What’ve you done with Bonbon?!” Vinyl asked, clearly trying her best to ignore the beauty of Rarity’s naked form despite all three of her cocks standing tall as they could.

“Oh, that rather uncouth earth pony’s much more compliant now.” Rarity explained, waving her hand as if dispelling a bad odour. “She was broken when she arrived alongside you two, though Photo, the darling she is, thought she didn’t need any alterations. I, of course, disagreed, so I gave her a few personal touches and sent her off to Canterlot.”

“However…” She went on, looking back at the varied reactions of the three captives; shock and loss for Starlight, hurt anger from Vinyl, and stoic defiance from Zap. “Princess Flurry Heart wasn’t among Photo’s delivery. So, if you three wouldn’t mind telling me where she is, that would be a tremendous help.”

“Like we’d tell you, ya hoity-toity mudmare!” Zap shot back like a cannon, her magenta eyes glaring a hole right through the tall slime mare.

“She’s right!” Vinyl added. “Now pull your fashion-obsessed head out of your plot and wake up, Rarity! You’re being used. This isn’t you!”

“Rarity…” Starlight uttered, though her words lacked the angry passion of the other two, coming off more as a sobbing plea. “It’s still not too late. I know you said you enjoy this, but at what cost? Your soul? What would Sweetie Belle think if she saw you now?”

That question earned Starlight Rarity’s undivided attention. The glare from those draconic blue eyes spoke volumes of the vitriol she felt in that instant. With a snap of her fingers, two tendrils of slime emerged from the wall and forcibly attached themselves to Starlight’s hydrant-like nipples. Starlight wailed in both agony and ecstasy as her milk was pumped out with enough force to create large bulges within the tendrils. Zap and Vinyl watched on with horror before three more emerged and pulled themselves down over Vinyl’s now rock-solid erections. The lengths of slime started squeezing and vibrating, numbing the DJ’s mind as her hips began involuntarily bucking. That just left Zap as Rarity stalked towards her; all cordiality gone from her features and replaced with a cold scowl.

“I was hoping you’d all be more forthcoming when I asked so nicely, but you had to keep pushing, didn’t you?” She asked, shooting a menacing side eye at the moaning cow Starlight was now imitating. “So,” she continued, turning her full attention to the young Apple. “I’ll ask again; Where is Flurry Heart?”

While fear was coursing through Zap’s system, seeing what was happening to her companions and what most likely awaited her, she couldn’t answer. Not out of fear of this mare that haunted her dreams and those of her friends, but out of one thing she had inherited from her parents. Loyalty. So, summoning all the courage she could muster and taking a deep breath, Zap looked Rarity in the eye and nearly spat her response.

“Go to Tartarus, ya two-bit whore.”

To say Rarity looked incensed would be an understatement. In a flash of anger, she swung out and slapped Zap’s face; the smack echoing out the massive slimy cavern. As the sting still flared across the pegasus’ face, that pain was soon replaced by one much further south. Looking down, Zap saw a ring of slime tightly coiled around the base of her shaft. Painfully so, in fact. Looking back up, she saw Rarity had composed herself, but now bore a cruel grin upon those beautiful features.

“Have it your way, Darling. After all, I’ve always wanted to ruin one of you despicable Apple children.”

Flurry was slow to return to consciousness, but the moment she did she was immediately on guard. Jumping back a little, her hand instinctively grasped hold of her sword and took a defensive stance. But when no attack came, she stopped to properly observe her surroundings.

She was still in the fabric-covered pit beneath Rarity for You, the dim light from the morning filtering in from above. There was no trace of Photo Finish, or any real threat for that matter. A small distance away from her knelt three of the captured ponies, now all cowering in fear of reprisals. The princess’ adrenaline slowed when she saw one of them was the beige earth pony mare that had been trapped in the centre like the former photographers’ prized possession, and the other two ponies also looked to have retained their sanity as well. How they were able to have stayed sane despite all this time trapped was beyond Flurry’s understanding, especially when all the other captives, those that were conscious at least, were tangled in their own private orgy. Releasing a deep breath, Flurry sheathed her sword and visibly relaxed before looking back to the trio.

“I’m sorry,” She began. “I didn’t mean to scare you, I just… I wasn’t sure if you were… you know…” She couldn’t help but feel a little warmth creep over her features in the form of a blush.

“I-It’s okay, Your Highness.” The beige mare responded, crawling a little closer to speak, as did the other two ponies: a rust-brown pegasus stallion and a dark teal unicorn mare. “Are, are you okay?”

“Yeah, I’m fine,” she responded with a smile, albeit a bit forced for their sake. “Honestly I should be asking you that.”

“It’s just,” the stallion spoke up. “You’ve been out for about… an hour? It’s hard to tell time down here.”

“And you were crying in your sleep.” The earth pony added.

This prompted Flurry to bring a hand to her cheeks and, indeed, there were trace amounts of moisture on her face. This threatened to open the floodgates as all the events of earlier came crashing back in view of the alicorn’s mind. Starlight’s sacrifice, the corruption and capture of her friends, being all alone. Not to mention slaying Photo Finish. While normally she wouldn’t think twice about ending monsters, the snippet of memory where Bonbon told them of the blue earth pony’s past life made Flurry realise the terrible truth. She had just killed something that used to be an innocent pony. How many others were there? Lamaria? The Flim Flam Brothers? Just how many monsters had she slain that were once ponies?

“Princess!?” A cry snapped Flurry out of her mental spiral. Looking back, she could see the earth pony looking at her worriedly and clutching one of her hands with both of theirs. The other two ponies looked upon her with concern as well, and Flurry didn’t need to reach up to know she was crying again. Her breathing had also increased pace, an uncontrolled sob escaping her, and so she took a moment to use her mother’s breathing technique to calm herself down.

“S-Sorry about that.” She said with a slightly sad laugh as she wiped the tears from her eyes. “E-Emotions got the best of me for a bit… Now, let’s see to getting all of you to safety.”

“Safety?” The unicorn mare asked incredulously. “Where in Equestria is safe, anymore?”

“The Crystal Empire.” Flurry answered with confidence, though that swiftly melted away when she reached into her bag and couldn’t find what she was grasping for. Panic filled her veins as she looked inside and, with growing dread, saw there weren’t any more teleportation crystals.

“W-What is it, Your Highness?” The mare holding her hands asked, her nervousness only growing at the sight of the alicorn’s rattled expression.

“It-It’s gone…” Flurry uttered. “A crystal. A light blue crystal. It-It would’ve let me teleport you all back to the Empire. To safety. I must’ve already run out. Oh, stupid Flurry!” The princess looked ready to hit herself in the head in an act of emotional frustration, but it was halted when the earth pony grabbed it.

“Princess, please! Stop!” At her insistence, Flurry did. Again, this pause let her realise how she must’ve looked to these three. Alone and teetering on the edge of a nervous breakdown.

Some saviour I must be, huh? Flurry thought sarcastically as she calmed down, the mare releasing her hands only to surprise the alicorn by hugging her tight. This took Flurry by surprise, not the least of which because the large busts of the two mares were pillowing out between them.

“I… I know I’m not good at this,” the earth pony explained. “But please, don’t blame yourself, Princess. If it weren’t for you, we’d still be trapped.”

“B-But…” Flurry stuttered as the pegasus stallion noticed something and walked away. “But Photo Finish-”

“It’s not your fault.” Came the immediate reply. The beige mare looked the princess in the eye, and her firm expression wavered a moment. “She may have been a normal… well, maybe slightly eccentric mare. But that mare disappeared a long time ago. It’s sad to say, but I think you… k-killing her… was an act of mercy.” Flurry mulled over those words, seeing the reason and truth behind them despite the crushing guilt of having ended the life of at least one former pony.

“Um, Princess?” The two separated as the stallion returned. “Is this what you were looking for?” He held out his arm and Flurry would’ve jumped for joy had her bloated bosom not weighed her down. In his hand was a teleportation crystal.

“Where’d you find that?” She asked as the earth pony shuffled away to give her room to take the crystal.

“It was on the floor over there,” the rust-coloured flier responded. “Over where that white unicorn friend of yours was.” In an instant, Flurry realised he meant Vinyl, and that thought reminded her that her friends were still in danger. Spreading her wings to help her balance, she slowly brought herself up and onto her feet. Confident that she wouldn’t fall again, Flurry encased the orgy-occupied ponies in the golden aura of a sleep spell before levitating them closer.

“Thank you… uhm…” she began before realising she didn’t know any of their names.

“Oh, that’s Copper Cloud,” the earth pony explained, gesturing to each pony in turn. “This is Textealle, and my name’s Coco. Coco Pommel.”

“Right. Thank you, all of you.” Flurry said, a more genuine smile finally finding its way back onto her face. “Now, let’s get you all to safety, and then save my friends.”

“Wait.” Coco spoke up, succeeding in halting the alicorn from teleporting them away from the flooded city. “I… I want to help.”

“What?” All three of the other ponies exclaimed in unison.

“Are you nuts?!” Textealle asked, gripping her dark blue and silver striped mane.

“Coco, we’re free.” Copper added, Flurry able to tell he was holding back his true feelings about this decision. “All this time we’ve been holding on for a moment like this. A chance to escape, and you’re turning it down?”

“Well…” Coco stammered, clearly rattled by her fellow ponies’ outbursts. “I know it’s going to be dangerous, but… I…” She looked to Flurry again, and the princess saw a sliver of steel enter those blue eyes. “I can’t just leave you all on your own. Not when you were about to fall apart. Besides, I can help lead you to where your friends are. I can-”

“Coco.” Flurry said calmly, but with enough authority to gain the earth pony’s attention. Flashing her small smile again, she closed the distance and placed her hands on the former captive’s shoulders. “I appreciate you wanting to help. I really do. But I’d not put you in danger when you’ve just gotten free. I’m not going to risk your safety.

“That said, you can still help me out.” This captured Coco’s attention in its entirety, as with the other two ponies. “If you could give me directions to where you think my friends have been taken, it’d be a massive help.”

“Well…” As Coco thought this over, Textealle spoke up. “Mostly, when mares are taken from here, they’re sent to… p-perform, at the theatre on Saddle Row.” The way the unicorn’s voice wavered during the explanation didn’t escape Flurry’s notice, nor did the way she wrapped her arms around herself beneath her generous E cup breasts.

“But…” Coco continued, snapping Flurry’s notice away from those teal tits. “If Rarity thinks somepony’s special, she’ll take them for herself.”

“Oh, trust me,” Flurry answered, her sarcastic tone revealing exactly how she felt. “I’m certain she thinks the world of us.”

“Well, if you think they’re with Rarity right now, then your best bet’s the Mare of Liberty statue out in the bay. You can’t miss it.” Flurry nodded, lighting her horn to bring the now unconscious group of lust-crazed mares and colts over. Setting them down gently, Textealle, Copper and Coco grouped up close to them as the alicorn held out the crystal.

“Oh, um, princess?” Coco asked, giving Flurry pause. “…Thank you, and… please, be careful.”

“You’re welcome, and I will.” With a smile, Flurry activated the crystal with her magic. In a flash, the dozen pony prisoners were gone, leaving Flurry all alone. “…Okay…” she thought out loud, the silence of the fabric-strewn pit slowly starting to sink in. “Let’s… get going then…” Half expecting a response from her friends, the alicorn’s spirits sank slightly when there was none. Sighing, she spread her wings and was about to take off when, as she crouched down to leap into the air, the weight of her breasts reminded her of their presence as she fell forward. Grumbling in a very un-princess like manner, Flurry got up and took flight again; this time soaring up and out of the hole and back into the boutique.

Seeing the light of morning filtering down through the clouds outside, she reminded herself there would be patrols of monsters scouring the streets. To that end, Flurry found the stairs to the upper floors of the building and ascended. Thankfully, there were no more dangerous surprises waiting for her on the upper floors, though there were more erotic outfits resting on wire hangers and mannequins. The sight of these was intriguing in some way that made Flurry both curious and uneasy, and the latter was the instinct she trusted as she continued climbing the stairs and finally reaching the roof of the building. Sneaking closer to the edge, she saw there were now diamond dogs approaching in patrols where the previous night there were none. With these new obstacles, sneaking through the streets seemed out of the question.

“Okay, let’s think. We need to find a good place to get our bearings.” Flurry muttered to herself, trying to figure out her next step. Leaning back from the edge, she glanced up and spies the massive towers scraping the underside of the pink cloud canopy. “That’ll do it… You’re talking to yourself, Flurry…”

Shaking off the awkwardness, Flurry quickly teleported herself across a couple of rooftops; just in case the patrols were tipped off to her presence at the boutique. A quick check of her surroundings revealed no sight of any more monsters before she took to the sky with all the speed at her disposal. Despite the feeling sparking sensations she would rather not experience, she held her large chest tight to restrict her breasts’ swaying her off course. Within minutes, she landed atop one of the large skyscrapers and beheld the next leg of her journey.

The central business district of Manehatten rose around her, but a horseshoe-shaped quay in the city opened into the slime-filled bay. There, a fair distance from shore on its own little island, stood the Mare of Liberty statue. The robed mare held a torch aloft proudly, though the supposed torch bore no light. The statue itself looked worse for wear as well, with patches of slime dotting its exterior, a sign of its new owner. While getting there with a teleport might have been quicker, there was no guarantee Flurry wouldn’t be teleporting into the midst of a patrol and considering this was meant to be Rarity’s personal abode, there were sure to be guards even more entrenched than the entrance to the city.

Doesn’t matter, Flurry thought to herself, not risking getting caught via thinking out loud even when at the top of a skyscraper. My friends need me. Aunt Starlight needs me. Zap needs me… That last thought led the alicorn’s mind somewhere unexpected; thinking about Zap in a way that seemed more than friendly. She imagined the two of them going into town back in the Crystal Empire together, having a fun day out with Pound and Pumpkin, sitting quietly together watching the sunset before…

A blush settled in on Flurry’s face as she rapidly shook her head and slapped her cheeks to clear her mind. Forcing herself to focus back on the task at hand, she took another look at the distance and the wide-open air between her and her destination and found only one solution: the clouds themselves. So, moving back to get a good run up, Flurry leapt off the side of the tower and flew up and into the clouds.

She didn’t stray too far up, fearing that the patrols of Zap’s other, still-corrupted mother would be waiting for her. Instead, she stayed close to the bottom of the cloud cover, catching glimpses of the slimy bay far beneath her. Being inside the clouds came with its own issues as she progressed, however. While they had passed through them before on route to Cloudsdale, it had always been a swift as possible, and she had the distraction of her friends and mission to keep her focus where it belonged. Now, alone and spending prolonged time within it, Flurry couldn’t help but be more aware that, the longer she spent within the clouds, the warmer and warmer her body was becoming. Especially her large mammaries and her bare vagina.

Her breath was beginning to grow shorter as well, and she briefly dipped out of the clouds to clear her head. The princess found she was about to pass the island and started banking around, but quickly shot back up into the clouds the moment she thought she saw one of the guards on the ground looking up. Unsure if she was spotted, Flurry stayed in place for a while, though this made the effects of the clouds harder to ignore. The hand of the arm holding her bosom tight to her body grasped on its own, titflesh pillowing out between her fingers. Her other hand was beginning the slow journey down to her lower lips, and Flurry’s mind firmly reasserted its will upon her body once she felt how truly wet she was. Knowing she couldn’t stay in here any longer, Flurry circled around and took another peek through the clouds to get her bearings before igniting her magic and casting her teleport spell.

Upon re-entry to reality, Flurry fell to a carpeted floor, her will the only thing stopping her from masturbating furiously and giving away her position. She laid there, staring at the curved ceiling above her as she forced her arms outstretched to her sides and took deep, calming breaths. For a few minutes this was all she did. There was no point in trying to rescue her companions if she was compromised mentally as well as physically. Eventually, she felt composed enough to sit up and take in her surroundings, though her body still tingled slightly.

She was in a large viewing room of sorts, with the open windows to her right revealing her to be within the head of the statue itself. The purple carpet felt soft underneath, while a large bed with curtains hanging from above dominated the left side of the space. On the right was a large full-length mirror and a pile of boxes. The boxes immediately caught Flurry’s attention, however, as poking out of one of them she saw a familiar weapon grip. Bonbon’s short sword. Cautiously rising to her feet, the alicorn moved closer and found all the equipment of her companions was gathered here, including all the party’s reformation gems.

Well, at least this tells me they’re here… I hope... Flurry shook the doubts out of her mind, not allowing herself to break mentally. Her friends were counting on her, she couldn’t fail them now. Reaching in she scooped all the gems into her own bag, while also taking Vinyl’s buckler shield for herself. Something told her she was about to need it.

Turning to the back of the makeshift bedroom, Flurry found a set of stairs spiralling down through the statue and began her descent. Despite trying to move as quietly as possible, her footsteps still echoed throughout the beams holding the statue up, and Flurry took flight for the rest of the journey. The space was cramped, though, meaning she had to land and walk for parts. As she went down further, Flurry noticed more and more slime coating the inside of the statue. It unnerved her a bit, fearing Rarity might lash out at her from these globules, but she kept her focus on moving down, sword drawn and ready for a fight.

At last, the stairwell opened into the large space ground floor, but Flurry was stopped by the sight of the group that awaited her. There was a pack of maybe a dozen or so armoured diamond dogs standing between her and the open doors outside. At the head of the pack was a strange monster that looked like an amalgamation of beasts. It had the muscular upper body of a pony, but its lower half resembled the tentacles of an octopus, while its head was that of a ram. But the being that both scared and enraged the alicorn was standing before them all.

Hands on her wide hips and with a smug smirk on her face, was Nightmare Rarity.

She stood taller that Flurry remembered from the fragments of her dreams, well over halfway to the roof. Her coiffed mane and tail flowed with a slimy fluidity and shimmered with what looked like stars. With breasts that were just larger in size compared to Flurry’s and an hourglass physique, she radiated sex appeal.

“Thought you could sneak in unannounced, Darling?” She asked before covering her mouth for a hoity laugh. The gaggle of monsters behind her joined in on the laughter as Flurry, abandoning stealth, glided down to the floor and glared daggers at the empowered unicorn. “Oh, come now, Flurry Heart. It’s not very lady-like to stare like that. You’ll develop wrinkles faster that way.”

“Where are my friends?” Flurry asked with a level tone, yet the severity of her expression conveyed her near-murderous rage.

“Don’t you worry, Darling,” Rarity responded, wagging a finger at the angry alicorn. “They’re safe and sound.” With a wave of her hand, the floor below them became translucent. Flurry looked down to see a massive, slimy cavern, much like those from her early dreams Rarity created. What was within it, however, horrified the princess.

Her companions were all restrained by slimy appendages, like in the dreams twisted into nightmares by Rarity. But it was the state of their bodies that allowed the cold terror to seep into Flurry’s heart. Starlight was leaning forward on her knees, resting on breasts a little bigger than Flurry’s. Translucent tentacles were attached to her nipples as a seemingly never-ending stream of milk escaped them, only to be funnelled into the pair of vaginas beneath each nipple. A large phallic object emerging from the wall of slime and being rammed into her aunt’s original snatch completed the picture of a pleasurable hell, with Flurry struggling to hold back tears at the sight of Starlight’s own.

Vinyl seemed the most modified since their separation. While it looked like her lower holes were being filled with tentacle dick like her fellow unicorn, it was what was standing up in front of her that caught the princess’ attention. The three large dicks she had seen spring forth back at the boutique were all being milked for their own special liquid as other tendrils toyed with her large balls. But it was her five breasts that drew another quivering breath as each nipple had been extended into a small equine dick. They, like the three standing tall from the DJ’s crotch, were also being caressed to harvest their semen.

The sight of Zap’s condition finally broke the dam wall holding the tears back. She thankfully hadn’t been changed since the boutique, but that still meant the orange pegasus was sporting a rather sizeable cock and pair of balls to go with it. She wasn’t being fucked like the other two mares though. Instead, a thin layer of slime rested separate from the cavern in a ring around her dick. It shifted up and down, causing an uncomfortable amount of stimulation if Zap’s tossing head and gritted teeth were any indication. Just when it looked like the young Apple was about to climax, the slime retreated to a small ring shape just beneath her flared head and squeezed. The pain on the flier’s face was clear to see and felt like a dagger twisting in Flurry’s heart. The ring of slime then traced slowly down to the rod’s base, bringing more pain to Zap before stopping for a moment. Just as it seemed the poor mare had regained her breath, the stroking started anew, making this agony seem everlasting.

“NO!” Flurry shouted, falling to her hands and knees as Rarity dismissed the vision. Tears fell down the princess’ face and onto the now plain old tile floor. What hurt more was there was no sign of Bonbon. It fuelled her imagination to run wild with the terrible possibilities. Had she been given to the soldiers as a plaything? Had she been sent out of the city? Or was Rarity keeping the earth pony elsewhere within Manehatten? All these thoughts, mixed with the sight of her companions’ plight slowly transformed her sorrow, her feelings of failure, into a powerfully familiar feeling. One she experienced back at Sweet Apple Acres, Zecora’s hut, and Ponyville.

Unyielding rage.

“Oh, come now, Flurry. It’s nothing to be sad about. Why, I’ve been generous enough to improve your friends, and-” Whatever Rarity was about to say was lost to the ether when a powerful beam of golden magic slammed her backwards into the wall and shuddering the entirety of the statue. The stunned minions, as well as the slimy unicorn looked back to see Flurry standing. Her wings were outstretched, hands gripping tightly on the handles of the shield and her sword. But it was her gaze that sent a brief ripple of fear through the assortment of monsters, and even Rarity herself. Slowly, but with purpose, Flurry lifted her sword and pointed it at the nightmarish mare.

“I, Princess Flurry Heart of the Crystal Empire, challenge you to a duel. One on one. When I win, your forces will leave Manehatten, and the ponies trapped within, and never return.” The challenge echoed throughout the statue, and the mob of brutes all looked to their mistress for her response as she used the wall she had left a dent in to return to a vertical base.

“Very well. But when I win, you’ll become my newest plaything before I send you to the Empress. Everyone except Malachite, out. You will serve as an unbiased witness to our little contest.”

“Unbiased, my flank!” Flurry swore. “You’ll just use him to cheat and help you win.”

“Oh no, he won’t.” Rarity countered as the diamond dogs lumbered out of the statue. “In all the years he’s served me, Malachite’s never once disobeyed me. Isn’t that right, Darling?” The mish-mashed monster merely nodded as he took his position before the exit. An exit which became blocked by a thick wall of slime.

“Besides,” Rarity concluded, turning her full attention to the alicorn as her dignified air dropped for one far more violent. “I want the pleasure of taking you down all for myself!”

Rarity surged forward, her legs shifting into a wave that the mare rode towards her younger opponent and great speed. Her right fist swelled in size and swung down at the alicorn. But her attack slammed into nothing but tiles, as Flurry took flight and shot past her. Her crystal sword snaked a line through Rarity’s body, eliciting a shrill cry of pain. After a quick check to see Malachite hadn’t moved from his post and continued to watch impassively, Flurry looked back to see the wound she inflicted already healing. However, she also noticed some of the slime around Rarity’s body and on the walls of the statue retract into the mares’ body, as if to make up for her wound.

Growling, Rarity lit her long horn in a light blue aura of magic as Flurry charged in for another attack. But instead of landing another strike with her sword, all the princess hit was mist as she was suddenly engulfed in a massive fog.

“Come out and fight, you coward!” Flurry yelled. She channelled her magic into her large wings and attempted to blow the fog away, yet the effort was for naught as it instantly returned, seemingly even thicker.

“Princess?” A voice called out from the hidden distance. “Princess! Please, help me!” Flurry turned towards the direction it came from, snapped from the fight for a moment because of whose voice just called for her.

“Bonbon?” Flurry asked in confusion, but that moment was all it took for tendrils of slime to emerge from below and constrict her limbs. She was lifted off the ground as the fog vanished as swiftly as it arrived, revealing Rarity from the direction the earth pony’s voice had come from.

“I’m afraid not.” The unicorn replied with a mocking grin. “She can’t save you this time, being on her way to Canterlot and all. But enough about that disrespectful brute. Let’s help you relax, shall we?” Rarity naturally started with Flurry’s breasts. The G cup mounds were coiled around and stretched like the nightmare was trying to milk her. Her hardening nipples were pinched and rubbed by fingers emerging from the tendrils. The rest of her body didn’t go unattended; her wings were held straight and caressed in a way Flurry hadn’t known could elicit pleasure, while her legs were held open and a tongue from a featureless slimy face lapped at the juices dribbling from her royal petals.

Flurry squirmed and struggled with all her alicorn strength, but Rarity’s grip allowed for no physical means of escape. Changing tactics, she charged and fired a teleportation spell, appeared a short distance away from the now thoroughly annoyed Rarity. Despite being free, Flurry’s body still felt hot where ever her opponent had lavished attention. In particular were her bosom and marehood, but like before she shook those erotic thoughts aside and focused on the task at hand.

Said task was barely dodging another lunge by Rarity. She flittered to the side and ducked under the slimy arm that swung back at her only to slice into it with her sword. Rarity backed off and clutched her arm before the wound healed up again, but more slime was drawn in from their surroundings to aid in her recovery. Wanting to keep the pressure up, Flurry took flight, but kept low to the floor before rolling to avoid another grasping strike from Rarity before aiming to strike her in the head. For a split second her mind travelled back to the previous night, and her decapitating strike that ended Photo Finish. That moment of regret and hesitation gave Rarity enough time to duck the attack and charge her horn as Flurry overshot the mark and landed once more. Summoning diamonds of light blue energy, Rarity directed them with an arm and they shot forward towards her royal nemesis, but Flurry took flight again and bounced off the walls to avoid them as they crashed where she had just been and shattered. The movement was affecting Flurry, however. Her breasts still felt tender from Rarity’s attention, and her rapid movements had caused them to flop around, threatening to distract or unbalance her.

Nevertheless, she pressed on, launching another rapid assault that dealt another slash to Rarity’s slimy form; this time slashing at her midriff. As with before, slime was coating the wound, but Flurry noticed Rarity’s height was shrinking with each strike. This observation also helped her to notice her opponent immediately try to counterattack, and the princess coasted backwards to dodge Rarity swinging her arm back while morphing it into a massive whip. The length drew closer than Flurry thought it would, and she just got the shield up in time to block. The impact still sent her rolling across the floor and into the wall, but she only took a second to feel pain before rolling to the side and back to her feet.

Growling, Rarity’s magic engulfed her horn in a blue aura once more, just as Flurry soared into the air with her sword held ready to impale her. The alicorn rolled past the shield she raised and stabbed her in the left shoulder, running the blade through up to the hilt. Despite crying out in pain, Rarity gritted her teeth in anger and pain and liquified. Her form melted away from the sword and Flurry was prevented from finishing her by the return of the magical fog.

“Again?” Flurry called out, keeping her ears on a swivel and her gaze moving at all times. “Are you that afraid to fight me?! You keep thinking you’re so superior to everypony! Well then, prove it! Face me!”

“F-Flurry?”

Despite her anger and adrenaline urging her to remained focused on the fight, that one voice almost sapped all of the princess’ strength. She hadn’t heard it for days, not since she received the dream amulet still clasped tightly around her neck. She shook it off, thinking it another trick of Rarity’s and retook her guarded stance.

“Flurry Heart? I-Is that you?”

It spoke up again, this time even closer. Flurry whirled around to see it, to prove to herself this was nothing more than another hoax. But her saw her, or at least part of her. Floating there in the fog, looking at her from a wall of pink that faded into the shifting eddy that surrounded them both. Seeing that face, those eyes, there wasn’t any way Flurry could mistake them, or how they actually recognised her seeing them.

“M-Mom?”

Before the image of Cadance could respond, the navy-blue tendrils shot through the swirling surroundings and bound Flurry once more. She looked back to see her mother’s face twist in panic and fear before it, along with all the fog, vanished. In her place was the vengeful features of Nightmare Rarity, and her tentacles of slime got to work holding her arms out in an X stiff enough that she couldn’t break free.

“Let me go! What’ve you done to my mom?!” Flurry shouted before Rarity rocked her head sideways with a slap that echoed throughout the statue.

“That’s not my handiwork, I’m afraid.” The fashionista responded, drawing Flurry higher and closer as she skirted behind the alicorn. “But, how about I help you feel closer to her by helping you become more like her?”

With that ominous offer, Rarity’s hands reached around and grasped her erect nipples and areola, gripping them tight enough to coax a pleasure-tinted wince from the princess. She then toyed with the stiff nubs with her thumbs and finger, rolling and pinching them before poking them to press them into Flurry’s tit. As this occurred, Flurry saw magic surround Rarity’s horn, and a simultaneous tingling feeling engulf her nipples. She then watched on with growing dread as Rarity pushed the nipples in, further and further, until it clicked in the alicorns’ mind that they shouldn’t be able to sink that far in. Her areola grew puffier with each millimetre the sank until finally, mercifully, Rarity withdrew her fingers. To Flurry’s shock and fear, the nipples didn’t follow them back out, remaining hidden deep within her breasts.

“W-What have you-HA-ARGH!” Flurry’s concerned questions turned to erotic moans as Rarity grasped her breasts tightly, rolling them around as a tendril wrapped around her clitoris and began vibrating. Despite the buzz from below, all of the alicorn’s focus was on her chest, as her nipples felt the flesh around them rub and squeeze from all the movement the fashionista caused.

“I just needed a way to help keep your focus off your magic, Darling.” Rarity responded with a cruel smile. "Your delicate little nipples are so deep, only somepony with tendrils like mine will be able to reach them. Speaking of which…” The ebony unicorn stopped moving Flurry’s mounds before her two pointer fingers elongated into little tendrils. Flurry watched on, her resolve weakening, as they dove into the crevice her nipples had been forcibly sunken into. The movement felt like as if her pussy was being penetrated, yet twice as intense and pushing against her front. At last, the tendrils arrived at her nubs, and the princess winced in pain as she felt something sharp jab into her nipples.

“It’s a shame you’re no longer lactating, Darling.” Rarity murmured succulently in her ears as Flurry tried fighting off the strange sensation of something being injected into her nipples and spreading throughout her breasts. “But we can fix that. After all, you know how the old saying goes; Like mother, like daughter.”

A familiar pressure instantly appeared within Flurry’s breasts as Rarity withdrew the fingers and let them return to their normal shape. The bound pony’s breathing instantly grew short, as the internal heat and pressure continued to build and build until a wet feeling made itself known within her breasts. Flurry immediately understood what was happening. Milk was escaping her hidden teats and flowing towards the outside world like an underground river. But not all of it was escaping. The tight pressure surrounding the leaking nipples by the insides of the breast fuelling their release was stalling the flow of milk. Flurry squirmed uncomfortably as only a fraction of the milk she was producing was making its way to her puffy areola and down the slope of her bosom.

Desperate to stop this and escape, Flurry mentally called out to her sword. Specifically, the Element of Laughter. It had helped her escape certain doom no more than twenty-four hours earlier, surely it could help her escape in this, her hour of absolute need. But the call was interrupted as Rarity clamped down on those leaking alicorn melons once more. She did so with even more force than before, which spoke to both Rarity’s strength and vindictiveness given the breasts felt firmer with the milk building up within them. The fashionista laughed as she rolled them around some more, coaxing more milk out despite miniscule amounts squirting out of the fleshy tunnels in her tits.

“No! Stop-PAH! Mmf! Hah! I-No! I’m, I can’t, I… I’mmmmmmmff!”

“It’s alright, Darling,” Rarity whispered in Flurry’s ear with a cruel tone of mirth in her voice. “I’ll be generous and help you with your burden.” Forcing two extending fingers back into the now thoroughly lubricated nipple canals, Rarity clasped the digits onto the leaky teats and pulled. Hard. The orgasm it drew forth felt like lightning had surged from Flurry’s nipples and out through the rest of her body, blanking her mind and forcing out a tired cry as milk sprayed out of the breasts distorted in shape by Rarity’s vice-like grip. It felt like an eternity, but must have only been a few minutes before Flurry’s mind resurfaced from the high of sexual bliss, but her situation remained dangerous. Looking down sorrowfully at her bosom, the puffy areola still leaked milk despite the underside of her tits now being thoroughly soaked with it.

“So,” Rarity spoke up, sidling beside the alicorn and looking smug as a cat playing with its prey. “Feeling ready to cooperate, Darling?” Despite the fatigue from her orgasm, the shame of what had become of her chest, and the hope in her heart having taken blow after blow these last few hours and days, Flurry turned to slowly look at the slimy fashionista and mustered enough energy to glare at her, however underwhelming it may have been.

“I… w-will never… j-j-join… you…” Her words came out as drawn-out pants, but the reaction of annoyance instantly reasserting itself as Rarity’s dominant emotion restored what little shred of pride Flurry had left.

“Such a strong spirit,” Rarity mused out loud with a disappointed tone, sliding back behind the captured pony. “I guess I’ll just have to take a more… hands on approach to breaking you.”

Flurry’s eyes widened in fear at that, before she heard the shifting of liquids behind her. Looking back, she saw her limbs were being drawn into the unicorn’s body itself, leaving her dangling out from the mare’s shoulders and thighs. The fashionista’s hands returned to her still leaking melons, the firmness of the grip already pushing the alicorn to the edge as she was still tender from the last orgasm. Then she felt something rubbing against her lower lips, and Rarity timely pulled those white mammaries apart to display the long and thick stallionhood now grinding against Flurry’s pussy. Looking back and seeing the malicious glee on Rarity’s face, Flurry tries one last desperate struggle to escape.

That struggle ceased the moment Rarity moved her hands from Flurry’s chest to her hips, and plunged her slime-crafted cock deep into that princess pussy. Flurry cried out at the intrusion, sparks flaring up in her vision as she felt herself stretched like no other monster had yet on this mission. Rarity seemed to take a moment to enjoy just how tightly Flurry’s insides clung to her, before finally beginning to move. The motions were slow to start, Rarity savouring the comparatively tight hole while Flurry struggled to stay conscious from the pleasure. As the nightmarish mistress started speeding up, Flurry realised she was fighting a losing battle against the pleasure. She was still sane, but it was clear her lack of verbal resistance was no longer just due to her short breath from the pace of Rarity’s assaults. It was also because it was starting to feel good. Very good, in fact. Almost as good as the feeling of her big, heavy, milk-laden boobs slapping against her midriff with every thrust. Milk continued to spurt out, with the feelings of being too full up top now countered by the fullness hammering away in her depths.

“It seems you’re no longer resisting, hmm?” Rarity asked over the wet slaps of skin on slimy skin, relishing in Flurry’s only vocalisations being those of pleasure-tinted panting. “Well, let’s follow through on what I promised you, then.”

Rarity started hammering away in earnest, the flared head of her cock now slamming into the puckered cervix of Flurry’s womb with each stab. The assault continued like this for minutes on end, Flurry mentally both wishing for it to end and also wanting it to continue; a fact that brought a cloud of shame over her soul. So consumed with this mental battle of will over ecstasy, it took the alicorn by surprise when Rarity finished it with one last, powerful thrust. So strong was the final push that Rarity’s schlong passed through the final barrier of her cervix and into the princess’ womb itself. The act pushed Flurry over the edge and down into yet another orgasm, and the suffocating grip her nethers brought upon the slimy length forced Rarity to cum in turn. Corrupted semen flowed unhindered into the royal baby chamber, and Flurry’s stomach slowly bloated as Rarity unloaded length after length of foal batter into her.

After what felt like hours but, in reality, couldn’t have been more than five minutes, Rarity slowly backed out of Flurry Heart. With a wet pop, her dick exited the royal folds before melting back into her body, leaving nothing to stop the injected semen from flooding out onto the floor. Flurry was a mess. Her mind was struggling to even function, with her spacing out as her body shuddered from the effects of another, far more intense climax. Even Rarity needed a moment to regain her breath, releasing the limp princess onto the floor in a puddle of her milk and the slimy semen that escaped her.

“Now, to turn you into a lovely little replica of your mother…” Rarity uttered. At her silent command, many tendrils emerged from her body and grew sharp needles at their tips. On que, they all surged forward and pierced Flurry’s body in each of her limbs, as well as her breasts, stomach, sides and lower back. Barely a tired moan escaped the still-zonked mare as large bulges travelled down the tendrils’ length and were pumped into her.

“Oh, Malachite?” Rarity called out to her trusted minion even as her appendages were reshaping Flurry’s body. “Do make sure no one interrupts me for next few hours, will you? I want to savour what I’m about to do.”

“Yes, My Lady.” The mish-mashed monster answered with a bow before turning to stand at attention at the statue’s doorway. The slime wall blocking the exit melted away, but one look at the stern expression of the beast guarding the entrance was all the guards outside needed to know that none were to enter. Satisfied at her will being imposed, Rarity looked down at her newest plaything and almost squealed with malicious delight. From each place an injection had occurred now grew a truly massive breast. Her keen eye evaluated each mound as a Q cup in size, with Flurry now sporting fourteen in total. All six of her limbs and fattened and turned into another tit, each topped with an eternally leaking, inverted nipple.

“Like mother, like daughter.” Rarity mused, repeating what she had promised the princess earlier. Deciding it was time to end this little nuisance and all her companions once and for all, tentacles of slime wrapped around Flurry’s mostly hidden body and carried her down the now opened hole in the floor Rarity had created. Like a drop from a slowly leaking tap, Rarity lowered herself and her newest prize down to her private pleasure cavern, where the other three intrepid adventurers were held. Each of their sexual tortures were paused as Rarity landed, her tentacles holding the slowly stirring alicorn up like a trophy. “Oh girls?” She triumphantly called out in a sing-song tone. “Look who’s come to ‘save’ you.”

As one, all three looked up and a mixture of shock, horror and fear crossed their faces. At the same time, Flurry finally opened her eyes, seeing not only a large portion of her vision taken up by walls of white titflesh, her titflesh, but also the looks of despair in each of the other mares’ eyes. Tears began welling up in the sorrowful expressions of Starlight and Zap, and the alicorn felt the sting behind her own eyes before the water began to stream down her cheeks. One could taste it in the air; the swift disappearance of hope.

“Well now,” Rarity went on, gesturing for the other three to come closer and the walls of slime contracting to make the cavern’s mistress’ request a reality. “Now that we’re all reunited, I suppose there’s only one thing to do: allow the four of you to drown in pleasure together! Oh hohohohoho! Oh, I’m so generous, aren’t I, Darlings?!”

Tendrils emerged from every conceivable angle to aid their mistress’ ambition, surging towards the four prisoners. Most rushed towards and looped around the bloated breasts of Flurry Heart, holding her up off the ground. More injected even more of the same corruptive substance into the alicorn as before, expanding them regardless of the panicked, lust-tinged cries of their owner. Said cries became muffled as the breasts grew larger enough to obscure the pony attached to them from sight. To any outsider, it would simply look like a mass of white breasts, each the size of a large caravan. Each of the hidden, fourteen nipples continued to spill milk endlessly, adding to the obscenely erotic display. Such a display was too much for Starlight Glimmer to witness.

“Rarity!” She called out desperately, earning the corrupted unicorn’s attention. “Please, stop! Do what you want with me, but please leave Flurry alone!”

“It’s far too late for that, Darling.” Rarity replied with a dismissive tone and a flick of the wrist. Said hand gesture summoned a bright red ball gag from the wall of slime, which flew over and firmly attached itself onto Starlight’s face. Her pleas for mercy now muffled, the busty unicorn was dropped to the floor, though her arms remained bound in slime behind her back. The tubes siphoning her milk disconnected from her nipples, allowing her lactose bounty to splash to the slimy ground before her. Those tubes instead connected to the ground and, in a cruel manner, ‘walked’ towards the mass of titflesh her niece had become. She was being dragged closer by her nipples, and the strain on her new chest wombs, already filled to the brim with her own milk, was both painful and exquisite. Coming to a stop before her nieces’ chasm-like cleavage, the tubes then disconnected from the ground and reattached themselves to her nipples, resuming her perpetual torment.

“Besides,” Rarity went on, caressing one of Flurry’s massive milkers as slimy tendrils snaked inside to each inverted nipple. “I promised to make her more like her mother, and that’s just what I’ve done.” Starlight thought that, with everything she had been through on this mission, there could be nothing that scared or shocked her anymore. But that admission from Rarity made her eyes widen like saucers. The idea that Princess Cadance had been turned into something like this? And now Flurry was suffering the same fate? Shock upon shock. Horror upon nightmare. The tears flowed unbidden, even as Starlight’s bosom grew tighter and fuller with her milk being pumped out and then back in again.

“And it’d be rude of me not to allow you an opportunity to sample what our dear princess here is producing. After all, there’s still one slit of yours that’s unfilled.” Before Starlight could offer a inaudible plea to stop whatever Rarity had planned, the slimy tendrils connected to six of Flurry’s teats merged into one before reaching around and plunging into the unicorn’s original vagina. A muffled cry of pleasure escaped the mage, as her nieces’ milk began flowing down the tubes, up through her birth canal and into her womb, slowly filling it up and leaving her writing in place.

“Damn it, Rarity, stop it!” Vinyl yelled as tentacles pulled her towards Flurry Heart’s rear. Her feet dug into the ground as much as she could manage, but her efforts were in vain as the DJ was positioned in such a way that the central dick of her three was slowly inserted into the cleavage of breasts that had once been the alicorn’s legs. “You’re making a big mistake!”

“No, the only mistake made is that I got you instead of your more properly musically inclined marefriend.” Rarity shot back, cutting Vinyl to her core. “It’s a shame she’s serving as a member of Empress Talvira’s personal harem, but at least she isn’t complaining about her fate like petulant child like you.”

“…G-Go fuck yourself!” Vinyl shouted, tears watering up her magenta eyes. Anger and heartbreak battled for control of the white unicorn’s features, a battle which drew another bout of laughter from the corrupted fashionista.

“Oh, now that’s a good look on you, Darling. So fierce, so hurt. While I do approve of Photo’s changes for you, there is one change I would have preferred. Let’s correct that, shall we?”

Two injections pierced the music note-marked ass cheeks of the DJ, pumping in fluids similar to Flurry’s transformation. The changes were noticeable immediately as, with each bulge that entered her body, Vinyl felt her thighs and ass grow bigger and bigger. Much like Bonbon’s had the morning after her arrival for the quest. Her thigh expanded until they forced her balls away from her pussy and finally met, erasing any evidence of a thigh gap. Meanwhile, the globes of her ass grew to such an extent that she could feel those soft cheeks curving upwards against her back. Vinyl couldn’t properly turn around to see it, as two slimy limbs began whipping her expanded backside. The impacts not only unleashed a yelp of pain from the musical mare, but also forced her to thrust her hips forward in an attempt to escape the pain. This pushed her central cock deeper into Flurry’s cleavage. While this occurred, Rarity laughed darkly as two more tubes engulfed Vinyl’s other two cocks before their other ends plunged themselves into the DJ’s pussy and asshole; effectively helping her fuck herself.

“And then there was one.” Rarity hummed as tentacles lifted Zap up into the air. The once brave Apple mare was now doing her best to squirm as far away from the nightmare, though it was for naught. The tight ring of slime at the base of her cock buzzed once more, seizing her body up and drawing her close enough for Rarity to take the pegasus’ chin in her hands.

“Oh, if only your whorish parents could see you now. But I’m glad I can get at least one of you Apples. Now you’ll pay for that chromatic bitch stealing Applejack away from me!”

As she spoke, Rarity’s voice rose in anger, and by the end she was essentially shouting in Zap’s face before flinging her back. She was carried around to Flurry’s front, above the moaning Starlight, before two of the tubes siphoning the princess’ milk merged and rammed themselves into Zap’s mouth. Instantly, her throat was flooded with alicorn dairy, forcing Zap to swallow all of it if she wanted any chance at breathing. After a short while, the tubes retracted, spilling their contents over the flier’s face and chest. A chest that suddenly felt very heavy against her stomach. Looking down, Zap’s eyes widened at the now massive pair of breasts now hanging off of her ribcage. Based on the size alone, she had to assume they were L cups, and looking up, she saw the remnants of a blue glow vanish from the smug face of Rarity.

Before she could even process a response to this latest modification to her body, Zap was then thrust within the yawning cleavage before her. The white boobs feel both soft yet firm, the milk within pressing tightly against Zap, but especially on her expanded breasts and cock. Soon, she finally came face to face with the mare these massive mammaries were attach to. Flurry’s face was covered in a deep blush, the pleasure clearly affecting her. It broke something in Zap’s heart, seeing this strong mare she admired so broken. So devastating was this sight that Zap didn’t realise the tendrils were repositioning her until it was too late, and her cock was pushed into Flurry’s tight pussy. Both mares groaned passionately at the intrusion but more so the pegasus, given the ring of slime denying any form of release still gripped the base of her shaft tightly.

“F-Flurry! A-Ah-AARGH! Mmf! Ah-Ah’m s-sorry!” Zap sobbed as she was forced to fuck her friend. Flurry only offered sobbing pants of pleasure as a response; her own face also tear-streaked as the two suffered the fornication whilst hidden beneath her breasts.

“Oh, how positively fabulous! You all look ravishing, Darlings!” Rarity laughed from the outside, relishing the orgy she had created. Starlight sobbing on the floor with her belly and breasts looking fit to burst from all the milk being pumped into her. Vinyl’s expanded ass bearing the red marks of continuous whipping while she fucks both alicorn cleavage and both of her own holes. And the two younger mares; Zap fucking her new-found crush, while Flurry sat there like a berry of breasts fuelling it all. “Oh, how marvellous you’ve turned out, Flurry dear.” She cruelly hummed as she parted the breasts to look at the two mares engaged in forced passion. “It’s truly as shame I have to send you to Canterlot so the Empress can have her way with you, but at least you might get to see your parents. Then, that way, Canterlot will have two beating hearts filling their milk reservoirs.”

It was a miracle Flurry heard Rarity at all, given everything happening. Her mind was becoming mush, filled with nothing but the pleasures this level of existence could bring. But, for whatever reason, Rarity’s taunting snapped her back to reality. And that reality scared her. Her body changed into a mockery of its former self. Her close friend being forced to fuck her, with that hard meat stick even now scraping against her insides. And the implication that this was what had become of her mother. That Princess Cadance had spent decades since her disappearance existing like this. In the fog of her lust-addled mind, that same, pink star shone a light of clarity. One last light of hope.

So, when Rarity parted her breasts and leaned in to bask in the sense of shame and defeat emanating from the princess, instead she found a defiant alicorn mustering all of her potent magic for one last strike. The Nightmare’s draconic eyes widened at the sight, realising what was about to happen, but it was too late. A brilliant beam of golden magic erupted from within the mound of titflesh, blasting Rarity off her feet and into the ceiling and wall with enough force to knock the malicious mare out cold. All at once, the tendrils of slime went slack and melted off of the four mares. They all fell to the ground, though Zap remained stuck within Flurry in terms of both her pussy and her breasts and the mounds landed with a soft thud.

For five minutes, no pony moved. Nothing was said. All present simply laid motionless save their chests heaving for breath. Eventually, it was Starlight who began to stir first. Mostly because of the immense amounts of milk now literally gushing out of her three vaginas. She moaned loudly as it happened, but eventually regained enough of her wits to see everypony else was completely spent. On the ground by Flurry, she saw the alicorn’s bag and, from its open latch, the reformation gems within. Looking back as quickly as she could to see the prone, unmoving form of their tormentor, the unicorn acted swiftly, not knowing how much time they had. Her aqua magic encompassed three of the gems and shot them across the cavern before coming into contact with Rarity’s ebony body.

As with Applejack and Pinkie Pie before, the light of the gems illuminated the entire cavern, forcing Starlight and Vinyl to turn away or shield their eyes however they could. When the glare faded, the monstrous nightmare was nowhere to be seen. In her place lay an unconscious, alabaster unicorn with a coiffed purple mane and tail. She appeared taller than the average pony, Starlight thinking her height comparable to that of the royal sisters. She seemed to retain the slim, hourglass body shape from before, though that was far from all that carried over from her corrupted form. Her horn seemed twice as long as the average unicorn, whilst on her bare back was a pair of vestigial white wings. The only other marked change was on her cutie mark. While the glowing pink heart emblem that had been branded over it was now gone, the three diamonds were now encircled by a white crescent moon upon a black splotch of night sky.

As Starlight struggled with the implications of what that meant, on top of the sensations she had barely survived with her sanity intact, a small white light escaped Rarity’s body and shot upwards through the cavern roof. It phased through the statue above and soared into the cloud cover before, as with the previous reformations, a massive hole in the pink canopy opened up. For the first time in nearly twenty years, sunlight shone down unhindered over the city of Manehatten. Many of the monsters and diamond dogs around town shielded their eyes from the sudden, unfamiliar brightness, while the slime that had engulfed most of the city began to sizzle and evaporate. Its task seemingly done, the light then rocketed back down through the statue and back into the cavern where it merged to the blade of Flurry Heart’s sword, fallen to the ground following her modifications. The light dimmed and, upon the blue blade, rested a purple diamond jewel.

The Element of Generosity.

A similar light shimmered around the massive mammaries and, mercifully, the flow of milk seemed to lessen. But the size of the breasts remained consistent and, deep within the white bosom, the pressure from the already built-up milk pressed in against the two mares hidden from the world. The two remained connected at the groin, leaving Zap’s newly grown chest to wrap around her body along with Flurry’s. The alicorn’s wellbeing, however, trumped any issue plaguing the flier. Flurry was a blubbering mess. Sporadically laced within her cries of shame and anguish were quiet apologies to Zap, Starlight, her mother. Anypony she could think of, Flurry was begging for forgiveness.

“F-Flurry?” Zap called out, though she must not have heard, as she continued her sad display. “Flurry!” This time, the princess heard her, and was instantly snapped out of her sad spiral to look at her friend. In that moment, Zap had never seen her look so… fragile. She sighed, and shimmied as close as she could, almost nose to nose.

“Flurry, Ah… Ah know things look bad now, but… b-but…” She struggled to find the encouraging words to say, but Flurry gently shook her head.

“Zap…” she whimpered softly. “Look at me. Look at us. Don’t you get it? This is what they’ve done to my mom. She’s like this, Zap, and she’s been like this for years. I barely survived minutes! I… I…” The alicorn’s breath hitched, choking back a sob. “I, can’t keep-”

“No! Don’t you dare give up yerself, ya hear me?!” Zap practically shouted at her. It shocked her back out of the spiral again, and Zap softened as she struggled before finally moving one of her arm wings up and around to cradle the back of Flurry’s head.

“Flurry, you can’t give up. Yer the strongest mare Ah’ve ever met. Stronger than even mah ma. An’… An’ if…” Zap struggled with the words once more, but one look at those vulnerable blue eyes and her strength returned. “An’ ifn’ ya need somepony for when yer not… then Ah’m here for ya. Fer however long ya need.”

“…Z-Zap…” Flurry stammered, a blush finding its way back onto her face, but for a far purer reason than the recent transformations and sexual assault. The feelings she felt during her progression to the statue re-emerged and, without the willpower to resist it, she stretched her neck as far forward it would go. The shock that Zap felt in that moment eclipsed any feeling the young Apple had ever experienced, good or bad. But, once she realised what this meant, she pushed back and returned the favour.

Within the smothering confines of Flurry Hearts cleavage, the two mares shared a soft, yet passionate first kiss.

Author's Note

Flurry Heart Stats:
Purity: 1/3
Will: -9*
Strength: +5*
Defence: -6*
Speed: -17*
Magic: +2*
Items:
Crystal Sword: +1 to Strength
- Element of Honesty: +1 to Strength
- Element of Laughter: Can reroll one Will Check per chapter
- Element of Generosity: +1 to Defence
Dream Amulet: Automatically pass Will Checks in regards to dreams
Reformation Gems x7
Corruptions:
Expanded Breasts (ZZ cup): -22 on Speed Checks
Inverted Nipples: -2 on Will and Magic Checks
Lactation (2/3): Disadvantage on Will Checks
Multiple Breasts (14 total): -10 to Defence and Will Checks

Starlight Glimmer Stats:
Purity: 1/3
Will: -6*
Strength: +0*
Defence: +0*
Speed: -9*
Magic: +0*
Items:
Dream Amulet: Automatically pass Will Checks in regards to dreams
Slutty Clothes (Bunny): -2 to all stats, Disadvantage on Will Checks. Requires successful DC 15 Will Check to remove
Ball Gag: -2 to Magic and Will Checks. Requires successful DC 15 Will Check to remove
Corruptions:
Expanded Breasts (N cup): -9 to Speed Checks
Lactation (3/3): -1 to Will Checks, and will lose 1 Purity Point for breast-related orgasms
Nipple Pussies: -4 to Will Checks

Zap Apple Stats:
Purity: 1/3
Will: -2*
Strength: +2*
Defence: -2*
Speed: -5*
Magic: -1*
Items:
Dream Amulet: Automatically pass Will Checks in regards to dreams
Slutty Clothes (Wonderbolt): -2 to all stats, Disadvantage on Will Checks. Requires successful DC 15 Will Check to remove
Corruptions:
Monster Transformation (Harpy): +4 to Speed Checks, +1 to Strength Checks, -1 to Will and Defence Checks
Cock & Balls Growth (4/8): -3 to Will and Speed Checks
Expanded Breasts (L cup): -8 to Speed Checks

Vinyl Scratch Stats:
Purity: 2/4
Will: -9*
Strength: -2*
Defence: -2*
Speed: -8*
Magic: +0*
Items:
Dream Amulet: Automatically pass Will Checks in regards to dreams
Slutty Clothes (Rave): -2 on All Checks, Disadvantage on Will Checks. Requires successful DC 15 Will Check to remove
Corruptions:
Multiple Breasts (5 total): Disadvantage on Speed Checks, -1 on Will and Defence Checks
Cock & Balls Growth (6/8): -5 on Will and Speed Checks
Multiple Cocks (3 total): -2 on Will and Speed Checks
Nipple Cocks: -2 to Strength and Will Checks
Expanded Ass (3/3): -1 to Speed Checks, and will lose 1 Purity Point for ass-related orgasms

Sorry for the lengthy delay, everyone. A combination of lack of motivation, sickness, family events, holidays and a couple of addicting games have taken up my time, but I've finally managed to find a bit of momentum to get this story back on track.
Speaking of the story...

...Oh snap...

Remember how I said we were close to a bad end after the Suhpyt fight? I'd forgotten that they needed to whittle down Flurry's purity to 0. This time around, Flurry barely escaped running out on the last possible role. And given how she'd already used the EoL during the fight and that terrible modifier, the only thing that saved her, the party and the mission as a whole, was her rolling that Nat20 right at the end. In regards to Dinky, I was going to include her part in this chapter, but in the planning I realised this was going to be a monster chapter. She'll get her chance in the next one, where we'll see how she fares on her own.

And, finally, we got a fight with one of the Mane Six. I know a lot of you have been waiting for this (I have too in a way), but we finally got one. All those nightmares and corruptions really left Flurry in a bad mood. Three down, three to go.

Onto the votes and, while things looked settled pretty clearly from early on, the comeback was real in these votes. Searching the theatre just managed to hold onto its lead before a couple of very late votes sent Flurry to the statue, but sending Coco back managed to have a comfortable lead in the end. In terms of what she would've brought, she would've helped Flurry get to the theatre faster, as well as try convincing Rarity to reform. Had that attempt failed, then it would've proceeded to the fight, where Coco would've given Flurry advantage on Defence and Will Checks. As for Dinky's option, it was extremely close, with multiple times where options were tied, but eventually the search for Rumble won out.

Action 1:
Search Saddle Row Theatre: 18
Search the Mare of Liberty Statue: 19
Action 2:
Stay put and rest: 10
Search for Rumble: 13
Head for Twilight Sparkle's Castle: 6
Return to the Crystal Empire: 8
Character:
Bring Coco along: 16
Send Coco back to the Crystal Empire: 21

And now onto the new votes. The party is severely messed up but, for the first time since Vinyl showed up, we have the chance to really change up the party. And, thanks to Rarity being reformed, some new ally options have appeared. Will be interesting to see who is chosen to come onboard, as well as the recovery of the party from this gruelling ordeal.

Action:
Rest within the Mare of Liberty
Stay moving and rest elsewhere
Character 1 (multiple choice):
Send Starlight back to the Crystal Empire
Send Zap back to the Crystal Empire
Send Vinyl back to the Crystal Empire
Keep the party as is
Character 2 (Select up to TWO characters):
Pound Cake
Pumpkin Cake
Sparkler
Spike
Button Mash
Items:
Accept Rarity's offer
Refuse Rarity's offer
Gems: (Type for who and how many)

As always, I hope you enjoyed this chapter, and Happy Voting!