Consciousness was slow to return for Spike. It felt like he was submerged in a thick darkness, and no amount of thrashing about could dispel it. Finally after what felt like an eternity for the dragon, the darkness began to fade, and he awoke from his slumber.

When he saw where he was, he instantly wished he stayed asleep.

Spike found himself naked and kneeling, his limbs bound together at the wrists and ankles. The bonds, which uncomfortably felt like the texture of skin, were linked, and he found they had tied his wings together too. A quick glance revealed both Button Mash and Sugar Silhouette either side of him. Like Spike, they were stripped and bound in a kneeling position. It seemed their unconscious slumber was coming to an end as well. As they stirred, Spike took in their surroundings. Doing so made his blood freeze.

The trio were positioned in the centre of what had once been Princess Celestia’s throne room. Spike had been within its walls more than enough times to recognise the chamber, but also enough to see just how warped and perverted it had become in the years since his last visit. The once pristine ivory from which the room was built had darkened to a soft grey. The windows, whose stained-glass murals had previously depicted the greatest victories of harmony in Equestria’s history, were replaced by images of depravity and conquest both martial and sexual. The maroon carpet that led up to the throne was flanked by rows of soldiers. They alternated in appearance; one would be some armoured, anthropomorphised monster, the next would resemble the blank, shifting horrors that had captured the trio.

But it was what stood on the dais of the throne itself that stabbed Spike in the soul.

In place of an actual throne, the dragon and his now thoroughly awoken comrades saw two enormous alabaster breasts. The nipples were suckled upon by large, fleshy tendrils that travelled up to the similarly-textured ceiling. Despite not being able to see the mare attached to these teats given their sheer size, a dreadful gut feeling told Spike he now knew the fate of Princess Celestia. More shocking were the mares around and upon the throne of flesh. Sitting comfortably atop the massive mammeries was an intimidating demoness Spike could only assume was Empress Talvira. Her golden glare bore into the dragon despite her relaxed posture. Standing to either side of the bountiful bosom were Button’s mother Cream heart and, more importantly to Spike…

“F-Fluttershy?” His shocked called garnered the former Element Bearer’s attention. While Spike had always had his eyes for another mare, he couldn’t deny the yellow had always been desirable to other stallions. But her demure aura was nowhere to be seen, and was as startling a chance as her new appearance as she descended the steps towards him.

She wore the least effective “clothing” the dragon could imagine. Cow-print sleeves and thigh-high stockings and a dark yet thin robe. The garment was thin enough that it may as well not be there at all, not that it could close given the ‘assets’ bouncing with each step towards him. Her chest, which was always the most bountiful within Ponyville, was now immense; each breast was larger than a beachball, and leaking lactose bounty that dribbled down those off-yellow slopes. At her waist, blocking sight to her marehood, was a bobbing and swaying horsecock and pendulous set of testicles to match. The girthy rod was even a little bigger than his own corrupted sceptre. As she came to a stop before the bound trio, the last corruptions Spike observed were the small cow horns poking out of her pink mane, the blackened primary feathers of her larger wings, and the glowing, tribal pink heart emblem emblazoned atop her butterfly cutiemark.

“Not exactly.” The pegasus mare responded in that oh so familiar gentle tone. She bent down to lean in closer, inadvertently, or perhaps on purpose, squeezing her oversized melons between her arms. Not only did this give the dragon a better view of her bountiful hills of titflesh pressing together, but also wringed out more milk to spill onto the floor. Not that it seemed the former Element Bearer minded, kindly smiling at the dragon like he remembered her doing in his childhood. “My name’s Sluttershy now. But there’s no need to worry Spike. I chose this. Well, in the end, at least. But I really do love my life here, being Talvira’s bride. Her Queen.” She stood back up and turned to look at the demoness sitting atop her throne of cleavage, and an icy dagger swung away at Spike’s soul seeing the genuine, affectionate smile the pair shared…

…Not unlike those he’d witnessed between Flurry Heart and Zap Apple…

“Oh my… Button… You’ve grown up so much.”

Hearing the new voice, Spike turned to see Cream Heart had crept closer as well, now standing by her bound son. Button Mash, for his part, had warring expressions fighting for control; shock and fear that this was the fate that befell his mother, and suspicious aggression, clearly thinking this was another mind trick, or shapeshifting monster.

“Y-You… You can’t be real.” He stammered, minutely shaking his head at the mere possibility.

“Oh, but she is.” All three prisoners looked up to the demonic empress. Extending her black bat wings, she pushed off her bloated bosom of a seat and alighted softly before the bound stallion. “Cream here has been a diligent and oh-so-useful member of my harem. While the monsters designed by the brilliant Cozy Glow might have taken her form, this lovely mare here is your real mother. You’re one lucky stallion, Button, was it? She’s an A grade milf.” She looked behind the three, each turning to see an off-pink unicorn with light blue curls, and a brown mare with silver mane and barely dressed in purple standing proudly.

“You flatter me, Your Majesty.” The unicorn, Cozy Glow, responded with a deep bow. Button ignored their flirty banter. He fought to resist even entertaining the idea they’d proffered. It couldn’t be her. But, as he looked on at the cream-coated mare and her long brown mane and tail, her cutie mark of a baby bottle alongside a bright pink heart, the knife in his soul twisted as he slowly came to realise that they were right. Despite her more seductive form, this was his mother.

“Button, don’t listen to them.” Sugar Silhouette spoke up, trying to steady the resolve of her teammate. Any further protests from the thestral guard were nipped in the bud as something whipped her in the back of her head, knocking her face first to the floor. With her arms, legs and wings bound, the Lunar Guard had no choice but to rest there with her doughy ass in the air. She glared as best she could at the culprit; the brown mare behind them, whose thin red bat wings just above her ass had morphed into whips.

“And here I thought I’d wiped out the last of the thestral resistance.” The mare uttered, as if she were regarding an insect while deciding whether to crush it. “If it pleases you, Mothers, I’d like to have this one all to myself. If only to teach her some manners.”

“In a moment, Ragrol,” Talvira answered with a grin. “But first, I’d like to ask these weary, misguided souls one simple question.”

The crimson demon squatted before Spike, towering over him even then. This close, he had no choice but to take in the massive H cup mammaries, or the long, thick, and veiny horsecock that was near double the size of even his enlarged phallus. Meeting her gaze again, Spike saw a smug grin settle upon her seductively beautiful features. Said grin held for a moment before, in the time it took one to blink, her expression shifted to one of deadly, barely contained rage. Her hand wrapped around the dragon’s throat and lifted him off the floor with ease. Spike struggled for breath, gasping as he barely managed to hold the incensed look in Talvira’s eye.

“Where is Princess Flurry Heart?” All mirth was gone from the tyrant’s voice, with the brave and glorious hero understanding all too well he was an inch from death. But, given everything and everyone this monster, this fiend, had taken from him, from Flurry, it only stoked his own anger.

In one final act of defiance, Spike inhaled what little he could and spat a fireball straight into Talvira’s face. The demoness, for her part, didn’t even flinch as the projectile landed at point-blank range. But, as the smoke cleared, Spike noticed Sluttershy’s posture and expression. Normally, were one’s special somepony to be attacked like this, they’d react. The pegasus’ non-reaction only stoked dread in the dragon. Sure enough, looking back to his foe, Talvira remained motionless, seemingly untouched by the flames. She merely sighed and dropped Spike back to the floor, the knight falling onto his side.

“A pity,” she remarked with the same tone of a disappointed teacher or parent. “Had you sold her out, your treatment would’ve been… less intense than what you now face.”

A red glow encompassed Talvira’s horns. She righted Spike and Sugar, even as she looked away at another buxom mare holding a silver tray. From it levitated three charcoal rings, each adorned with a small, purple jewel as the jewellery floated closer to the trio. Three pairs of eyes widened as the rings did the same, hovering down over the boys erect pricks and Sugar’s clit. The next moment, they shrunk; snapping into place upon their bodies. Spike and Button felt like their dicks were clamped in a vice, while the thestral couldn’t help but suffer the waves of pleasure from her button being forced erect by the ring. They gritted their teeth and writhed in their bindings as cruel smiles found their way onto the faces of their observers.

“Oh my, that looks bad.” Sluttershy said softly as she bent down to examine Spike’s throbbing cock. Despite the caring tone, there was a flash of malicious lust in the former Element of Kindness’ eyes. “Don’t worry, Spike. We’ll help you take care of it, right?” She looked up to her demonic lover, and the pair shared a sinister grin, sending a shudder down the dragon’s spine.

“Of course,” Talvira answered. “He might explode if we don’t. But what about him?” She looked to the bound stallion, still writhing in erotic agony. Pondering, her golden irises then shifting to his voluptuous mother. “Cream? How about you attend to your son? I’m certain Caring and her boy toy of a child wouldn’t mind another playmate.”

“Yes, My Mistress.” Cream Heart answered ecstatically, bouncing like a school filly at the idea. As her breasts continued to bounce after she stopped, Button’s mind wheeled. Caring, as in Caring Hearts? One of his mother’s close friends…

…Rumble’s mom.

“Your Majesty,” Cozy Glow spoke up, her hands demurely clasped together in front of her as she nodded to the mother-son pair. “Would you mind if I tagged along with them?”

“I trust this won’t affect your production output?” Talvira asked, a scrutinising eyebrow raised as she weighed up the request.

“Production of your armies continues even as we speak, Your Majesty.” Cozy Glow bowed low again. “Soon you will be in possession of the largest army in Equestrian history.” The innocent-looking mare rose, politely waiting for her empress to answer. A quick glance to a nodding Ragrol seemed to seal the deal as Talvira cracked a small smile.

“Very well, Cozy. While I would’ve loved to have all five infiltrators, especially the princess, your hunters have proven far more efficient than your predecessors.’” Talvira looked behind her, past the panting throne of Daybreaker, to the royal balcony, where she knew her queen’s pet Shining Armour stood guard over the palace and was able to hear her cutting words. “So go. Enjoy your reward, and say hi to Voyette for us.”

“Oh thank you so much, Your Majesty!” The unsettling mare practically sang. Satisfied at her charge’s happiness, Talvira and Sluttershy held hands, while Spike was encompassed in the demoness’ red aura. In a flash, the trio disappeared.

“Spike!” Button called out through the somewhat painful sensations of the ring tightly hugging the base of his stallionhood. Further to his right, he saw Ragrol stalk closer to Sugar before roughly pulling her head up by the mane. Earth pony stallion and thestral mare locked eyes and, for the first time in knowing her, Button saw a brief flash of fear in her golden irises. The next moment, a purple flash carried them somewhere else in the castle, leaving just him, his mother, and Cozy Glow.

“Come on, big boy. On your feet.” Cozy Glow ordered him, like a pet. Before he could shoot off a stern retort, the fleshy manacles melted away from Button’s ankles. His wrists were still bound, allowing the sadistic unicorn to pull him to his feet with her magic. “Lead the way, milk momma.”

“Right away, my Lady.” The earth pony milf giggled before turning around, looking back to find her sons’ eyes on her large flank. “Come on, Button. This way.”

With that, she set off out the large doors of the throne room and into the palace, Button pushed into following by Cozy Glow, who always remained behind him. As they walked through the once glorious palace, Button heard feminine moans of ecstasy rebounding from everywhere. Some of the maids they passed by either had vibrators buzzing away beneath their skimpy uniforms, or lack thereof, or they were being railed by the monster guards. Even more disturbing were the decorations. Chandeliers that had mares trapped upon them, held up only by dildos and ropes as wax from lit candles dribbled down their backs. Stained-glass windows depicting scenes of cruel debauchery in a mockery of the windows from Equestria’s past.

But worst of all were the portraits. They were either paints that, like the windows, were dedicated to scenes of sexual and military conquest, or they acted like windows into a darkened abyss. Looking into one such picture frame made Button go pale. Distraught and held with her large breasts pressed against the glass was a poor unicorn mare, held and molested by shadowy hands that emerged from the abyss. She tried pounding on the glass as the trio walked by, but Cozy Glow kept him moving forward, and the frame disappeared around a corner.

“Here we are.” Cream Heart announced cheerfully, standing to one side of the inconspicuous wooden door for Cozy Glow to open. Button stood his ground, but the tugging of his arm by his mother soon saw him inside. The room was of a decent size, with stone walls and floors, but no windows. This meant the only source of light were magic candles that hovered near the ceiling in each corner, bathing the room in a pink tint. While there was a passage further in where the stone floor and walls became dark tiles, the only other item of note in the room was the king-sized bed in the centre, and the three beings fornicating upon it.

Two of which shocked Button to his core, given he would recognise both in a heartbeat.

“Cumming. I-I’m cumming! Take it, slut! CumMIIIIIIINNNGGGG!!”

A threesome had seemingly just reached its crescendo on the bed; two beings spit-roasting an overly-endowed pegasus mare. Said mare was rapidly identified as Caring Heart; a good friend of his mother, and the mother of his foalhood friend Rumble. Her eyes rolled up in an overload of pleasure as bursts of spunk flooded down her throat and up her birth canal, while her head-sized breasts sprayed milk down onto the crumpled, stained sheets.

Looking behind the creampied pony milf, Button’s shock doubled, and then tripled, when he saw it was none other than Rumble trying to impregnate his mother. His friend and former roommate, however, wasn’t as he remembered. Fur that matched his mane in colour covered his forearms and lower legs, both of which now ended in sharp claws. His tail had become more demonic; shedding all hair, doubling in length, and becoming tipped with a spade. His wings resembled a thestral more than a pegasus, while a pair of rams horns curled out and forward from his head. But as he pulled a horse cock that was double the length of Button’s out from his own mother’s honeypot, the earth pony couldn’t help but notice the sword and lightning bolt crossed beneath a storm cloud on his flanks. The cutie mark erased any doubt; this demon was, or perhaps had been, Rumble.

“Ah, Miss Voyette, I presume?” Cozy Glow asked in her childishly cute voice, addressing the only person here Button didn’t know. This Voyette appeared as a female version of Rumble’s new monstrous form, only with a red coat instead of grey. She possessed the body of a supermodel; perky D cup breasts and a cock that emerged from within her marehood. A cock she now pulled out of Caring’s mouth as she turned to face the newcomers.

“Yes? And you are?” The demoness shot back, shaking off post-coital paralysis and resting a hand on her hip as her femcum-covered dick remained rigid.

“Oh, my apologies.” Cozy giggled. Button had to hold back a groan as the unicorn lifted her cloak from beneath for her bow. “My name’s Cozy Glow; Equestria’s new arch mage. I’ve just come from-”

“Oh, hey Button.” Rumble called out, finally noticing his earth pony friend with a wave and confident grin. “Finally decided to come have some fun, huh?” Button ignored the annoyed expression that briefly crossed Cozy Glow’s face as his friend and roommate came off the bed and approached. The earth pony simply stood there, taking in the physical specimen his friend had transformed into. The last he had seen of Rumble was before the pegasus disappeared along with Dinky Doo. Button held onto the faint hope the pair were okay, but now…

“…Rumble? Wha… What happened?”

“I had my eyes opened, that’s what.” Rumble responded, a smug grin on his face as he looked down at his old schoolmate. “We were told Equestria had become this twisted place, but it’s not. If we let go of our inhibitions, then all of this will feel so much better.” Throughout his speech, the demonic stallion spoke like the member of a religious order. The confident belief he possessed scared Button.

“I take it you know this tasty looking morsel?” Voyette asked, strutting to Rumble’s side with a sway of her hips. The mushroom-looking-tipped cock at her waist began to retreat back into her feminine folds until it was as if it had never existed, the lingering sperm now slowly dribbling out of her glistening petals.

“Yes Mistress. This is Button Mash; former video game addict and secret admirer of milfs.”

“I-I am not!” Button responded hastily, yet the second the words left his mouth, he knew there was some truth to his barbs. When puberty struck back in the Crystal Empire, Button’s thoughts always drifted towards his mother. The stallion loved Sweetie Belle with all his heart but, when playing with himself, it was his mother’s bosom that he envisioned to get himself hard. Said bosom pressed against his back as Cream Heart embraced her son from behind with a licentious giggle.

“Hm, amusing.” The demoness grinned before turning back to Cozy Glow. “I’m sorry, Cozy Glow, was it? If you’re offering these two, we’d be more than willing to show them a good time. You’re more than welcome to join in, if you like?”

“Oh, I’d love to.” The cream unicorn replied with a cutie grin, before it turned sinister and she nodded to Cream Heart.

“Yes Mistress.” She nodded, pushing Button forward. “Come along, dear. It’s time you finally joined us.”

“W-Wait. Mum, stop!” The stallion’s pleas went unheeded, as he was pushed onto the large bed. Lain on his back, his hands still trapped beneath him, Button watched as his mother, Caring Hearts, and Cozy Glow all drew closer to his crotch. While his attention had been drawn to the changes inflicted on his friend, Button’s cock had never ceased its rigid stance. It twitched in anticipation, the long fuck stick beginning to dribble precum much to the delight of the milfs.

“Give me a moment.” Cozy Glow informed the pair of mares before bringing her hands to her chest. The unicorn’s hands mimicked the red glow of her horn, and a second later so did her breasts. Said breasts then grew before the eyes of all present, matching the head-sized G cups of Cream and Caring. Once done, she brought the newly expanded mounds into contact with Button’s schlong. Smiling with sensual glee, the mothers the joined Cozy in surrounding Button’s member in supple titflesh.

“Ah! M-Mum-mmnf! S-Stop!” Button squirmed under the pleasure, as more pre was coaxed out of his enlarged cock. This, coupled with the milk being squeezed out of Caring and Cream’s boobs, ensured the phallus was thoroughly lubricated. He tried to sit up, to escape the pleasure, but Voyette pushed him back down by the shoulders.

“Aw, little man doesn’t like the pleasure?” She asked mockingly. “Well, we can fix that. Mark my words.” Her intend hammered home, the demon mistress then straddled Button’s head and lowered her pussy onto his face. She ground against his muzzle; smearing her scent upon him and muddying his senses as the other three licked and massaged his penis. “Oh Rumble? Come here. Your mistress needs a snack.”

“Yes Mistress.” Rumble obediently droned; stepping onto the bed and bringing his re-hardened stallionhood before her. Voyette took hold of the fleshy pole tenderly, grinning as she trailed a line of saliva from the flared head down to the medial ring and back up, her hands caressing her thrall’s nutsack all the while.

All the while, Button mash was finding it harder and harder to focus. The scent of the demonic mistress’ nectar was clouding his mind and heightening his already stratospheric libido. It was a miracle he was able to still think at this point. But that only served to emphasise the level of attention his cock was receiving. The ring Talvira placed upon it was denying him any release. Not even a trickle of pre could escape despite the trio of mares lavish oral and mammary pleasure upon it. He could barely hear the moans of the milfs past the large thighs either side of his head, and the smell and taste of Voyette’s leaking sex was chipping away at his resistance further and further. Hoping to get her to stop, Button was left little choice but to placate her.

So, he opened his mouth and began exploring her folds. The fiend jumped for a moment; her exclaim of surprise muffled by Rumble’s cock in her mouth. But sparing a glance down at the heavily blushing stallion, she merely chuckled before grinding against the earth pony’s muzzle even harder. Button started finding it hard to breathe, taking the briefest inhales in-between another thrust with his tongue. His movements were growing desperate, as he could feel the oncoming rush of an orgasm building. His hips bucked involuntarily, pleasing the mares attending his junk from the sounds of it. Like Voyette, they doubled their efforts, which doubled the pleasure settling over Button’s mind. Button finally reached the edge of the cliff, and was ready for the release.

Only it wasn’t arriving. The pleasure was now matched by a tight pain within his cock. Button, with a growing horror, realised he couldn’t cum. It wasn’t impotence, at least he desperately hoped it wasn’t. The only thing his fragmenting mind could conjure was it had to be the ring placed upon his schlong.

“Oh, were you hoping to cum?” Cozy Glow giggled, as a pause fell over the orgy. “To shower these lovely milfs in your thick cum?” Voyette moved away, allowing the pony to breathe more clearly. Button gasped deeply for air, reclaiming what little control of himself he could before wearily looking down at the smug unicorn at his waist. His cock was twitching painfully, unable to do as Cozy said and plaster his mother and the mother of his friend with his seed. Seeing the desire and despair intertwining on his face drew another mirthful giggle from the sadistic arch mage. “Well, don’t you worry. You’ll get cum. When I say so.”

Those last words were delivered forcefully, before a tired scream tore away Button’s attention. Hopping off the bed, Voyette had pulled Caring Heart closer by the mane with one hand, while the other furiously fingered her drenched demonic petals. Within moments, her mushroom-tipped cock re-emerged from her pussy before Voyette hooked her arms beneath the pegasus milf’s knees, spread her legs and pushed that fuck stick as far up her ass as it could go. Caring wailed in both searing pain and feverish delight. Her eyes rolled up and her tongue lolled as the demoness began bouncing her on her dick.

“It’s rude to stare, Button.” The earth pony’s attention was drawn back by his mother’s words, seeing the lactating milf sensually crawl up the bed to sit by his head. Cream smiled kindly at her son, as if he hadn’t just endured sexual torment. A torment she had a hand in.

Button tried looking her in the eye, but a warm, wet embrace of his flared head flooded his mind and he threw his head back with a gasp. The stallion struggled to regain control of his breathing, eventually looking down his body at the culprit. Cozy Glow smiled back at him; her head-sized chest hams still squashed around his shaft. The sadistic unicorn opened her mouth, the insides having shifted to resemble a vagina. How she could do these things to herself was a choice Button couldn’t comprehend outside of insanity, but he didn’t have much opportunity to do so before she took his cock in her mouth once more. The blowjob/titfuck combo stuns the gamer-turned-knight, the soaking tightness engulfing the crown of his member was beyond his ability to describe. Not even Sweetie Belle, in their most active of sexual moments, was able to pleasure him like this. The fact that his mind only now focused on his special somepony added further shame and guilt to his conscious. It pained him so, he didn’t even notice Cream moving until he felt her hand gently stroking his orange mane, with his head resting upon her thick thighs.

“Oh, don’t worry, sweetie.” She spoke soothingly, her face almost blocked from his sight by her milky mountains of flesh. “Mommy’s here to make it all better. Here…” Cream then bent down, positioning a leaking teat to his muzzle. Button’s mind knew this was wrong. His mother would never have offered this licentious action were Equestria still normal, as it had been in his childhood. But, despite the thoughts of his marefriend back in the Crystal Empire, he couldn’t deny the instinctual pull towards that dribbling nipple. Even as a child, there had always been a sensual allure about his mother. One he only truly appreciated following their separation during Equestria’s fall. On evenings Sweetie Belle wasn’t home, and he was certain Rumble hadn’t been listening, he had used his memories of Cream Heart to see him through those lonely nights.

And so, unable to escape the pleasure assaulting him, Button slowly leaned in and began suckling at his mother’s breast. She moaned deeply, pressing his head into her bosom as he drank from her. The creamy taste felt familiar to him, of a time before he could truly remember. The moment of bliss was amplified by Cozy Glow’s continued assault on his pole, with each motion of her mouth and breasts urging Button to suck harder and buck his hips as best he could. Cream Heart cried out on each harder intake of milk, her free hand sifting between caressing her son’s chest and groping her unattended tit.

“Ah! Mnf! Hah, s-so good!” She panted, losing herself in the incestual moment. “I’ve wanted to do this-AH! Hah, f-for so long!” Button didn’t respond, his mind muddled and focused on draining the milkbag before him like he did as an infant. Time seemed to escape the earth pony stallion as he was milked and helped milk his mother in turn. At some point, Cream guided her child to the unattended breast; Button suckling straight away like the good little boy he was. So enamoured with drinking his fill, he didn’t notice when Cozy Glow ceased her service and stood up; using her magic to return her mouth and chest to normal.

“I think you can handle him from here.” She said to Cream Heart, the earth pony milf nodding with a heavy blush. Satisfied, the orchestrator of this incestuous orgy turned her attention to the other trio. Voyette had extracted her schlong from Caring Hearts’ anus, allowing Rumble to lay her down further along the large bed and fuck her pussy more thoroughly. The demoness was about to clamber onto the bed to rejoin the fun, when Cozy Glow stopped her with a hand on her shoulder.

“I do believe you deserve some attention too, Lady Voyette.” The arch mage said sweetly, closing the distance between them and giving her a deep kiss. Voyette’s surprise lasted for a moment before she caught on and reciprocated. Their tongues wrestled for dominance as the two pressed closer together. Cozy could feel the leaking tip of the demoness’ cock sandwiched between their stomachs, the warmth from the sex organ only encouraging the arch mage on as Voyette allowed herself to be backed up against the wall.

The war of the tongues continued, but the demoness started feeling an unusual heat from her lower half. This wasn’t the usual warmth or arousal, for very few non-demons had the skill to turn her on so fast and fiercely. But any focus for this new phenomenon was disrupted by the oral domination Cozy Glow was swiftly imposing. When the duo finally broke contact, Voyette was gasping for air, and slid down against the wall onto her heart-shaped ass. Wearily, her head lulled downwards, and there she saw it.

The cock protruding from out of her feminine folds was gone.

Despite the haze of the pashing she’d just endured, Voyette knew she wasn’t the one to dismiss her summoned schlong. A soft chuckle could be heard close by, over the other sounds of sex suffusing the room. Looking up to its source, the demonette’s eyes widened at the sight of Cozy Glow’s malicious-looking grin. That, and the sight of Voyette’s cock standing from where the pony’s clitoris should’ve been.

“Wh-Wha…? How?” Voyette stuttered, her hazy mind unable to process the sight before her.

“Oh, you don’t need to worry about this.” Cozy replied, shaking her hips to flaunt her newly acquired cock in the face of its previous owner. “Why not just follow the others lead and drown in pleasure?” Cozy Glow’s grin grew more manic as, without warning, she gripped Voyette’s hair and pushed her new sex organ as far as it could go down the demoness’ throat. Though Voyette’s eyes portrayed her shock at the turnabout, her throat instinctually closed in on the invading phallus.

“Oh, that’s the stuff.” The sadistic mare hummed with sick glee, throwing a sidelong glance back to the rest of the orgy even as her hips swung firmly into Voyette’s face. “Hey, hope you’re having fun over there, Button.” Button couldn’t respond. He could barely control his breathing with the sensations bombarding his mind. The brown-coated stallion was laid down upon the bed, Cream Heart forcing her tongue into his mouth in a lustful kiss. His body was held down as the earth-pony milf hers against him; her breasts soaking milk into her son’s chest while his cock was ground against the mother’s slit and anus.

“Huff… Hah, B-Button. I can’t wait anymore.” Cream panted as she broke the kiss. Like her, Button’s face was flushed with arousal, but he still lacked the ability to cum. Exerting his remaining willpower, the gamer looked down his body to see his mother lining up his dick to enter her pussy. “You’re so much bigger than your father was. I only hope you fill me up like he did.”

“M-Mom… Please, do-don’t do this.” The stallion whimpered, only for a tender hand to caress his cheek. Were they not in the middle of an orgy, it would look every part the tender affection between mother and son.

“Don’t worry, Button,” Cream Heart soothed, the loving smile upon her features completely at odds with what she was about to do. “Mommy’ll take care of everything.”

With that, she lowered her hips, and guided Button’s stallionhood into the vagina that birthed him. Both ponies shuddered from the sensations, Cream freezing for a moment as her insides squeezed around just the flared head entering her folds. Button, for his part, squirmed at the new pleasures assaulting his mind. Yet doing so only pleasured his parent further, creating a feedback loop that only increased as she slowly slid down his length, moaning euphorically all the while.

“Nmf… Mo-a-AAH! M-Mom! St… Stop!” Button grunted through gritted teeth. The pleasure of entering the very birth canal he came out of was joined by a lesser pain. Not from how tightly Cream’s passage clung to every inch of his schlong, but from the ring at its base that prevented even a single drop of precum to escape. His pleas went unheeded, however, as his mother let out guttural groans of carnal delight before she finally hilted upon his phallic sword.

“Hah… Mnf! S-So big.” Cream moaned dreamily, savouring the feeling of how full her son made her. Of how his flared head was kissing her cervix. “Y-You’ve grown s… so big, my baby boy. Way bigger than your father. Now… let mommy treat you like the stallion you’ve become.”

The milky milf placed both hands to the bed either side of Button’s head, stabilising herself as she began slowly pulling her hips back up off his. Both moaned as her cunt clung to his dong so tightly, heightening their experience. She stopped an inch past his medial ring, pausing to regain her breath before slamming her hips back down. Button squirmed and gasped, the throbbing in his nutsack beginning to become painful as his reproductive juices churned. Each downward swing of his mother’s hips brought another wave of pleasure and agony. His mind was struggling to tread water amidst the lust, the sound of each wet impact delivering another hammer blow to his sanity.

Against his will, Button found his hips beginning to thrust up to meet his mothers’ sensual assault. A cry of surprise swiftly morphed into a croon of joy as Cream lay down upon her son and accelerated her humping. The stallion struggled to breathe. Not just from the sensations caressing his every inch, but also from the lactating breasts once again pressed into his face. He tried shaking his head, his only accomplishment being motorboating her bosom. From what little Button could see other than beige titflesh, Cream was panting loudly, her expression one of mad sexual abandon.

“Hah! Unf! T-That’s… That’s it! Harder, Button. Harder!” The milky milf was nearly shouting in her delirious state, as she cradled Button’s head even closer to her chest. Her arms helped her lactose-spraying udders pillow up around his head even more; robbing Button of sight, but not sparing him from the sound of his mother’s panting, or the sensations of her speeding up and tightening her vaginal grip on him. As she did this, he felt the telltale signs an orgasm was approaching. He tried to fight it, to muster as much willpower as he could, but each attempt was shattered by the next rapid slap of their hips meeting.

“So good!” Cream huffed, her eyes glazing over as her pace reached a tipping point. “I’m gonna cum! I’m gonna cum on my son’s cock! I’m cumming! Cumming! CumminggAAAAAGH!”

The wave crashing down upon her, the motherly mare arched her back as a carnal, wordless screech of ecstasy escaped her. Her pussy’s soft yet experienced walls clamped down like a vice on their intruder as her nipples sprayed an abundance of milk out in small streams. Said streams landed mainly upon Button’s face; a face scrunched up in pleasurable pain. Despite his mother’s best efforts to wring him dry, the gamer was denied the same release. He was trapped in the feeling of teetering on the edge of climax, yet nothing was allowed to escape his cock. Gasping for air became harder when Cream fell back on top of the brown earth pony, her breaths coming as haggard as his.

“…W-Why…? W-Why c-can’t I-”

“Why can’t you cum?” The question was finished for him by Cozy Glow; the instigator of this orgy re-introducing herself into Button’s awareness as she levitated Voyette onto the bed to his left; continuing having her way with her, all while keeping her cock in the demoness’ mouth. “It’s because of that ring the Empress put on you cock. Unless I say so,” the unicorn paused, her muzzle taking on a far more sadistic expression yet continuing in a sing-song tone. “You can’t cum.”

Her horn lit up with a red aura, one that duplicated itself around the genitally conjoined mother and son. The pair were levitated just off the bed, only to be rotated and set back down; now with Button on top. The stallion was pulled up onto his knees, wincing as he dared look down at the mess that was Cream Heart. Sweat matted her coat, mixing with the milk spilling from her milf milkers. Her eyes were rolled up in her head, while her tongue hanging from her gaping mouth completed the appearance of an unrepentant whore. While it stabbed at Button’s heart to see his mother in such a state, a growing portion of his heart wished to see more. Realising where his mind was going, he tried shaking the images from his mind. But they remained, much like how his still-hard schlong remained buried in the birth canal he entered the world from.

“It’s great, isn’t it?” Returning to the present, Button looked to see Rumble deposit his own mother onto the bed on the earth pony’s other side. Like Cream, Caring Hearts was also a sweaty, panting personification of wanton lust. Her own massive melons were leaking lactose goodness, and a quick glance revealed the demonic form of his old friend was stained with that same milk.

“Nothing’s better than rutting your own mom. Especially when she’s a milky slut like these two.” Rumble carried on, snapping the brown stallion out of his stupor once again as the corrupted pegasus resumed ploughing his mother’s cunt reverse doggy style. “You had the right idea when we were colts, Button. Who needs skinny bitches like Sweetie Belle when you could be fucking ass like this?” He emphasised his point with a slap to the heart-shaped chocolate box cutie mark of Caring. She howled carnally in response, euphoria clearly heard in her tired voice.

Button, in a desperate attempt to focus on something, anything, to stave off the lust, focused his thoughts on Sweetie Belle. His pure, childhood sweetheart. Her kindness, her beautiful singing voice, her huge, marshmallow-like flanks… No, that wasn’t right, was it? Button shook his head, trying to shake off the perverted thoughts from his special somepony. A smack to his own flanks, however, snapped him back to reality. A reality which had him fucking his mother alongside his old friend, Rumble also partaking in the same incestuous act. No matter how much the earth pony willed his hips to stop, they continued slamming into Cream Hearts’ with abandon.

“There’s no need to fight it, Button Mash.” Cozy Glow said sweetly, her voice almost echoing in Button’s exhausted mind. “Why fight something that feels so good?” Between wincing from the pleasure and effort of fucking his own mother, the gamer-turned-warrior noticed a red glow briefly light up the unicorn’s horn. Simultaneously, a pressure released from his wrists. Button, regaining some small measure of control over his body, paused his rutting to discover his hands were no longer bound behind his back. Looking around, he saw both Cozy Glow and Rumble looking at him expectantly with warm smiles, while below, Cream Heart gazed up at her son with an uncontrollable desire. She slowly gyrated her hips, giving her son’s phallus even more stimulation.

On instinct, Button threw his head back at the pleasure while his hands shot to his mothers’ hips. He thrust forward, and the pleasure, the lust – a childhood lust that he had long thought buried – erupted into his mind, and began swallowing everything. As his body rutted his milf of a mother like there was no tomorrow, the pressure from the ring keeping his cum contained rising to searing levels of agony, the last rational part of his mind reached out for the pure image of Sweetie Belle; desperate to save his soul from drowning. Only one image appeared, however; the last time he had seen his beloved unicorn marefriend. Resting unconscious in the Crystal Empire, with the widest flanks he’d ever seen on a mare. The rising mental tide of lust seized upon this; flooding Button’s mind with all the fantasies he dared imagine of him ploughing that plush backside. As the last of his reason and free mind was consumed by the lust, only one thought escaped the maelstrom before succumbing.

I’m sorry, Sweetie Belle.

“P-Please!” Button cried out, his will finally crumbling as he looked to Cozy Glow with a blushing face of unabashed desperation. “Let-unf! L-Let me cum!”

“What was that, Button?” Cozy Glow asked with malicious coyness. “I couldn’t hear you?” Even as she continued slamming her hips into Voyette’s face, the orgy-leaders’ horn lit up with a red glow. A same-colour, spectral hand materialised behind the desperate stallion, only to swing down and slap his flanks with enough force to echo within the moan-filled chamber.

“AH! I’m sorry! Please! Please… let me cum! I… I-ARGH! I NEED IT!” Tears were now streaming down Button’s face, his stallionhood torn unimaginably between the pleasure his mothers’ constantly-orgasming pussy provided, and the pain of being unable to flood Cream Hearts’ depths with his seed. In his desperation, he failed to notice the acceleration with which he rammed himself into his milf of a mother. All that mattered to Button Mash now was the desire, the essential need, to cum.

“Hmm… alright.” Cozy Glow finally said, pausing in her own rutting of the demoness’ throat. “But… I hope you won’t object if I make a few… alterations?” Button, in his frantic state of mind, shook his head without delay. The magically-inclined pony chuckled darkly, and lit her horn as she set about rearranging the orgy. Caring Hearts and Voyette were pulled off the dicks penetrating them, the latter gasping deeply for air as an ungodly amount of precum spilled from her mouth. She gingerly pulled Button out of his mother as well, though kept magical hands stroking his fuckstick to keep him hard. The three victims of the sex session were stacked atop one another; Voyette on the bottom, Cream in the middle, and Caring atop the rest. Their asses all sat up in the air facing Button Mash, the aroma from their winking slits filling his nostrils and heightening his tortured libido further.

“And now, your reward for holding on so long.” The mocking nature of Cozy’s words were obvious despite the caring tone she spoke with as she sidled up to the stallion and stroked his chest while pressing her breasts up against his back. The magical hands stroking him dissolved back into an aura that surrounded his schlong. Button looked down and witnessed as Cozy’s magic affected his body. First, his cock and balls doubled in size, his meat now well over a foot long. Then, the earth pony’s eyes widened at two identical cocks splitting from his original to stand proudly erect either side of it. All three twitched as one, though nothing escaped from the new cocks despite the original being the only one bound by the ring.

“This’ll be how it is normally,” Cozy Glow mused in an almost detached fashion, like she was appraising an appliance instead of a living being’s body. “But, for today’s purpose, I’ll make one slight change.” A flick of her hand and extension of her magic, and the new cocks upon Button’s body took a more vertical alignment; one both above and below his original dick. Looking back up, the brown stallion saw the three glistening pussies lined up, just waiting for his throbbing cocks to ravage them.

“Go ahead,” Cozy Glow whispered in his ear. “They’re waiting for you.”

“B-B-Button…” He heard his mother’s trembling voice call out. “P-Please… I w-want… n-need… your c-cock. Please, h-help your mommy feel good!”

At this pathetic begging, the last shred of morality within Button Mash disappeared. The stallion shuffled forward on the bed, aligned his triple cocks with the pussies presented, placed his hands upon Caring Hearts’ hips, and thrust. At once, four loud moans of ecstasy cried out. The sensations bombarding Button’s mind were multiplied over and over; not only were there three cocks feeling the warm insides of these mares, but given the increase of his equipment’s length and girth, the squeeze was even tighter.

For Cream, Caring and Voyette, they moaned like a living totem tower of willing flesh; a bump rising and falling beneath their skin a clear sign of the size of Button’s cock invading them. Voyette, trapped beneath the more compliant participants, struggled to maintain both her sanity and her breath. The latter she had just regained after that prolonged session sucking on Cozy Glow’s cock. A cock which, up until the beginning of this new orgy, had been hers. Looking up, the demoness saw the sadistic bitch grinning down at her.

“Aw, what’s wrong, Lady Voyette?” She asked, mocking the now fucked fiend by waving the stolen schlong in its former owner’s face. “Missing this? Well, let’s reunite you two, shall we?” Before Voyette could stutter a response, Cozy re-entered the fiends’ mouth with vigorous energy. Already struggling to breathe from the previous facial and being ploughed while beneath two moaning whores, this harsh treatment was pushing the demoness to her limits; something she thought impossible.

“Ah, ha! That’s it! Fall into the lust like these leaking sluts!” The unicorn almost growled at Voyette, timing her thrusts to match with Button’s. She looked over to the now lonely Rumble, a hand working his own shaft at the erotic display. “Don’t just stand there, stupid! Your mommy needs you too.” At this, the demonic stallion’s eyes lit up and he scrambled back onto the bed; his cock soon muffling the delighted moans of Caring Hearts. The mother seemed elated to be reunited with her son, her arms reaching up to hold onto his waist as tightly as her position and Button’s pounding would allow.

As all this went on around him, Button Mash’s focus narrowed. All he could feel was the agonising pleasure pounding his brain on all sides. All thoughts about the mission, his relationships, his memories, none of that mattered to him. The only goal, the only desire that filled his heart and mind was to fertilise the cunts he was currently ravaging. His breaths came out in ragged pants as he swung away, the wet slaps of his hips and balls colliding with the tower of feminine flesh before him the only sound in his ears that mattered.

“It feels so good, doesn’t it Button?” Cozy Glow’s voice echoed in his mind, even as she hammered her new cock into Voyette’s mouth. Button couldn’t respond outside a ragged nod; such was his focus on incestuous breeding. “Well, I think I’ll tortured you enough. Now, enjoy the pleasure this empire can bestow! Cum! Cum into your slutty whore of a mother!”

With a mental command, the ring fastened upon Button’s middle cock broke and disintegrated, taking it’s restrictive magic with it. All the pleasure that had built up over however long this orgy had lasted now finally had an exit, and Button roared with carnal relief as he hilted inside all three females and came. Cozy Glow and Rumble followed suit swiftly, leaving Cream Heart the only mare to vocalise her pleasure at getting creampied with an almighty erotic scream. The flow from Button’s triple dicks was powerful enough to not only bloat the bellies of each victim, but then spill back out around his shafts and onto the bed below. The tower of flesh fell as all save Cozy Glow fell onto the bed in exhaustion. Semen spilled from mouths, cocks, and pussies alike, and the devilish mare orchestrating the whole scene licked her lips at the sight.

“How lovely,” she stated to the near-unconscious bodies before her, her hands pushing Voyette’s cock back within her body as if she’d never stolen it in the first place. “You know, I might have a use for this mother-and-son act. So congratulations, you four. You’re now officially mine.” Her horn lit up once more with a malicious red hue, before shooting a beam into the forehead of each mother and child. It left an imprint of her red castle cutie mark for a second before fading away. Cozy then raised her hand and, like puppets on a string, the four ponies stumbled groggily to their feet and off the bed. Their eyes, however, glowing a dull red, showed who was in the driver’s seat.

“Thank you so much for this amazing experience, Lady Voyette.” Cozy Glow said in her sweet, childish tone. “And thank you for the lovely gifts. I can always use more test subjects after all. Come along. Let’s give the nice demoness some private time.” As one, the controlled ponies stumbled out the door after Cozy Glow, leaving Voyette alone in the room in a massive puddle of sperm. She weakly reached out after them from the bed, hoping someone, anyone, would help her. But any cries for help, of final breaths for that matter, were hampered by the thick cum Cozy Glow had shot down her throat and over her face; swiftly clogging up her airways and bringing death to her in an embarrassingly pathetic fashion.

“Oh, Sweetie Belle…” Rarity sighed, seeing the lone tear escaping one of her sister’s slumbering eyes. As gently as the pseudo-alicorn dared, she dabbed the wetness from the unconscious unicorn’s cheek.

Sitting back in the bedside chair, the former element bearer released another sorrowful sigh. While there had been elation for Rarity the previous day with the return of Applejack, pinkie Pie and Twilight Sparkle, it was tempered by the sad state her little sister remained in. She had been informed of the few times Sweetie Belle had emerged from the depths of unconsciousness, only to act as a crazed harlot; begging for somepony to ravage her backdoor. Though past instincts made Rarity aghast at the unladylike behaviour, a quick trip down her own resume of carnal activities nipped that train of thought in the bud.

“Is she having a bad dream?” Rarity turned, remembering she wasn’t the only pony in the tent. Not only had Turquoise Torniquet returned to perform Sweetie Belle’s daily health check, but there was also a member of the Crystal Empire guard stationed to their tent. Chrome Shield was the unicorn’s name, if Rarity remembered correctly.

Though she refuted the need for a guard, Sunburst and Twilight rightly pointed out not only was she now technically an alicorn. He could assist in defending her should the Empire be sieged. Or, if darker turns were to be taken, be the first call of alarm should Rarity return to lustful madness. It was an unfortunate possibility all of them possessed, though the presence of family members would hopefully prevent that. Though Coco Pommel was somewhere within this refugee tent city, Rarity refused to seek her out. She knew she didn’t deserve the earth pony’s forgiveness for what she did as the Nightmare.

“I certainly hope not.” Rarity answered Turquoise’s question, the pair of ponies returning to a melancholy silence.

“It’s times like these I wish Princess Luna was still with u-Oh! I-I’m so sorry, Lady Rarity!” The crystal pony nurse’s spoken thought swiftly turned into a hasty apology, given who she was talking to.

“Oh, no darling. It’s quite alright. I…” Rarity’s reassurances trailed off as her eyes went wide. Like when she used to struggle designing dresses, the light bulb went off in the fashionista’s mind and everything clicked. “Idea…” She stated, her voice gaining a soft melody near the end as she stood up and began pacing much like Twilight would. “Why didn’t I think of this sooner? It should’ve been so obvious!”

“Uh, w-what was obvious?” Turquoise asked, sharing an uncertain glance with Chrome Shield near the tent entrance.

“Her dreams, Tutu darling.” Rarity beamed back. “I was fused with Princess Luna. I gained her ability to dream walk. To manipulate ponies minds while sleeping. If I can still do it, there’s a chance I could pull Sweetie Belle out of her madness. I…” The emotions welled up in the alabaster mare for a moment before she shook them away with determination. “I can save my sister.”

“B-But,” Turquoise stuttered, “are you sure that’s even possible? Or safe? What if her mind is damaged in the process? What if you don’t make it out?” At that last statement, Chrome’s hand began moving towards the hilted sword at his hip, but the nurse, seeing this, stood him down with a small wave. If Rarity noticed or cared, the excited now-alicorn didn’t show it as she now stood before the crystal mare.

“I must try, darling. She’s my sister…” Rarity spared Sweetie Belle another glance, taking in her grace in slumber and pointedly choosing to ignore the large masses beneath the sheets at her waist. “I’ve failed my friends before, my home, even my parents. But I’ll be damned if I fail Sweetie Belle, especially when I have the power to help her. All I ask is that you watch over the both of us while I do this. Please, Turquoise.” The nurse dithered for a few moments, her cerulean eyes darting from Rarity to the unicorn soldier, to the unconscious patient, and then back to the mare before her. In the face of such hopeful determination, she could do nothing but relent.

“Alright,” she sighed. “But… please be careful in there. This… hasn’t been attempted before.”

“I understand, and thank you Turquoise.” With that, Rarity sat back down beside the bed and took one of Sweetie Belle’s hands in her own, bringing it up to the base of her own horn and closing her eyes. “Sweetie Belle… I don’t know if you can hear me, but please… Hold on. Your big sister’s coming to save you.”

Rarity charged her magic and, at once, the world around her became engulfed in shadows. Entering the dreamscape had always been a curious experience. Before, as the Nightmare, Rarity found it intoxicating. Now, as she bypassed the plane to dive directly into her sister’s mind, it felt suffocating. So much heavy, lustful emotions and thoughts bombarded her as she dove deeper into Sweetie Belle’s mind. It's this bad on the surface? Rarity thought as she pushed through, refusing to relent when her sibling’s sanity was on the line. At last she broke through into Sweetie Belle’s mind.

What she saw would drive lesser ponies mad with either lust or fear. Perhaps both.

The entire mindscape was like a roiling sea. Only instead of water, it was nothing but flanks. Asses of all shapes and sizes rose, fell, and collided with one another before fusing back into the gelatinous mass of flesh below. The sky was an ominous swirl of pinks and purples, like a dark reflection of her sister’s mane painted across the heavens. All that could be heard were the clapping of ass cheeks, the squelching of unseen juices, and erotic moans that sounded like they were coming at the fashionista’s ears from every direction.

It was taking all of Rarity’s decorum and experience dreamwalking from going insane at the mere sight of this hell. That, and knowing that her sister was trapped somewhere within. Snapping out of her momentary shock, she focused on the purer thoughts and memories of Sweetie Belle; their childhood, her many escapades as part of the Cutie Mark Crusaders, and all the special moments which deepened the bond as sisters. Honing on these memories and spreading out her magical senses, it didn’t take long for Rarity to make a connection.

“…R-Rarity?”

Though faint, she heard it. Rarity opened her eyes back to the hellish dreamscape and honed in on where she heard, no, felt Sweetie’s presence. Directly down below her, within the churning sea of equine backside. Steeling herself with a calming breath, Rarity summoned a shield around her and dove. Within second, her bubble collided with and descended through the shifting mass separating the sisters. Across the surface of her shield, faces began emerging. Sweetie Belle’s face. But no, this wasn’t Rarity’s sister. She realised all too quickly these were the perverted thoughts plaguing her sister’s mind.

“Oh, look.” They said, their mocking tone all too apparent. “It’s our wannabe role model of a sister. Finally done being a bimbo to lord over us?” Despite her desire to snap back, Rarity held her tongue. She’d been around long enough to know when somepony was probing for a way to get under her coat. Instead she kept diving, drawing closer and closer to Sweetie Belle’s location.

“Why try to save us?” They went on. “You were kidnapping mares all over Equestria, weren’t you? One of your goons tried kidnapping us! You were gonna turn us into a slut just like you, weren’t you?!” The pressure against her shield grew stronger, but Rarity silently pressed on. Even when these corruptive voices spoke true of her deeds, no one or thing was stopping her. Not when she was this close. After one last pulse of defiance, she broke through and found herself in a near-spherical chamber; not unlike those she dwelled in back in Manehatten. Taking up the lion’s share of space in this chamber were three giant copies of Sweetie Belle. Unlike her darling sister, however, their eyes were pitch black and their mouths fanged. The only other difference in appearance was their legs melding into the chamber of flesh itself just below the crotch, and their over-inflated flanks were pressed together tightly.

And there, trapped in the crevice of those three gargantuan asses, was Sweetie Belle. The real Sweetie Belle. Only her head, shoulders and one arm were free of those oppressive backsides. When she looked up and met Rarity’s gaze, tears welled up in both green and blue sets of eyes.

“R-Rarity…” Sweetie stammered, unbelieving at the sight. Her older sister, floating on high and shining radiantly like an alicorn, was there. For her.

“Sweetie Belle!” Rarity shouted, unable to control her voice and uncaring of whoever heard her. “Hold on, darling! I’m here!”

“Oh no you don’t!” The three fake Sweeties spoke as one, anger filling their distorted voices as two of them swatted Rarity into the shifting walls of the cavern. Though Rarity had raised a shield to block the attack, she’d carelessly left her back exposed. Arms and faces rose from the wall and pinned the alicorn to it, a few hands growing adventurous and slipping beneath her simple toga.

“Unhand me, you frauds-AH” Rarity’s protests faltered slightly as one hand began rubbing her nipple between its fingers, and a tongue started dragging itself over her pussy. On instinct, all the former element bearer’s will and magic went into resisting the pleasure; the fears of her reverting back into the Nightmare were so strong.

“Oh come now,” the voices whispered in her ear as another mouth left soft kisses upon her neck. “You can’t deny this is who you are now. You were once the master of this; the realm of wet dreams! Why not return to such power? And…” A hand grasped her skull and directed her sight downwards. “Unite with your sister as you did your parents?”

Rarity’s eyes went wide with horror as she was forced to watch. The three giant clones of her sister bent forward and began bouncing their rears, jostling the real Sweetie Belle, and causing her to sink deeper into the crevice. Panicking, Sweetie looked up at her big sister and reached out for her in desperation.

“Rarity! Help me!”

In that moment, Rarity’s mind stood on a ledge. It felt as if one side, flooded with darkness, had lashed tendrils around her neck and was trying to drag her down their side. Emerging from said darkness was her corrupted self; Nightmare Rarity. Once Rarity had thought her new form the pinnacle of beauty. Now, looking upon it, all she felt was shame and disgust that she could’ve fallen so far. Still, the strength of the pull was formidable, and her mind was losing its balance. But a hand upon her shoulder suddenly restored that balance, and evaporated the tendrils. Turning away from her past self, Rarity gasped at the face of a mare she thought she’d never see again.

“…Princess Luna?” The Princess of the Night smiled fondly at the fashionista, appearing much as she had before the demonic invasion and the failed test that doomed Equestria. With a balanced grace, she pulled Rarity’s mind to the brighter side of that internal precipice and uttering but one sentence.

“Save your sister, as I was unable to save mine.”

The next moment, Rarity regained control of her astral projection, and immediately summoned another spherical shield. This one burned any corrupted flesh it contacted, freeing her from the wall as her sister and the giant clones pinning her looked up at the returned threat. The expression on the alabaster mare’s face could be described as righteous fury, flaring her small wings, and continually building upon her magical barrier.

“I am Rarity! Former bearer of the Element of Generosity! Inheritor of Princess Luna’s powers! And, as Celestia is my witness, you will NOT take my sister from me!”

Flexing her magical might in the dreamscape, Rarity unleashed her power. The bubble shield expanded rapidly, burning away all corruption that crossed its path. The only thing spared as the growing expanse shone white was the real Sweetie Belle, left floating in the void. As she struggled to open her eyes against the blaring light, she felt somepony embrace her tightly. Though she couldn’t see, it felt warm and reassuring; a sensation she’d almost forgotten existed.

“Lady Rarity? Lady Rarity! Can you hear me?! Are you alright?!”

Turquoise Torniquet’s concerned questions brought Rarity’s awareness back to the waking world. It took her a few moments to regain both her bearings and breath, but over the span of a few minutes, she succeeded. She was back in Sweetie Belle’s tent, though now on her knees at bedside as opposed to in the chair. Looking up, she saw both the crystal pony nurse and Chrome Shield looking back at her with worry.

“…I… I’m alright, darling.” Rarity panted, putting on a smile for the pair. “It was… just a bit more… taxing, than I thought it would be.” She took another deep breath, oxygen filling her lungs as she readjusted her mane before continuing. “w-What happened? Is… Is Sweetie-”

“…R-Rarity…?” At the tiny voice, all three adult ponies fell silent. As one, they turned their gaze to the bed.

To see Sweetie Belle wearily looking back at her sister.

“S-Sweetie Belle…” Rarity stuttered, concern for her sister overwriting every thought of self-preservation as she scrambled closer. Her blue eyes gazed deep into the younger unicorn’s green ones for even the slightest trace of sex-crazed corruption, and joy had never erupted more resoundingly in her heart when she found none.

“Y-You’re back.” Sweetie croaked, cracking the smallest smile as tears raced down her cheeks anew.

“Sweetie Belle!” Rarity cried, her own eyes watering up as she drew close and nuzzled her little sister. Not even the greatest of Pinkie Pies’ parties could compare to the elation she experienced at that moment. At long last, the sisters were reunited. “I… I’m so sorry, Sweetie… For everything… I… I…” Rarity didn’t even know why she was apologising. Like when she first returned, she felt the desire to apologise for all her misdeeds as the Nightmare. Sweetie, for her part, simply shook her head and brought a hand to her big sister’s cheek; a hand Rarity grasped onto and leant into without delay.

It felt like an eternity the two remained that way, but the moment was ruined by a loud banging sound; almost like the rapid ringing of a bell. As Rarity pulled away from her sister, she noticed the frightened look dawning over Turquoise’s face, and the steely look in Chrome Shield’s eyes.

“W-What’s happening?” She asked, her hand still tightly grasping Sweetie Belle’s.

“It’s an attack.” Chrome responded, drawing his sword. “The Crystal Empire’s under attack again. I’m sorry, but they need me out there.”

“No, wait!” The unicorn paused at Rarity’s shout, and the alicorn took one more glance down at her mentally restored sister before her choice was made. “I’ll go. I need you two here to protect Sweetie Belle.”

“Ma’am, the Crystal Empire will need every soldier it can get. I need to-”

“NO!” Rarity cut off the stallion, getting into his face. “I just got my sister back, and I won’t allow any of Talvira’s ruffians to lay a finger on her. I’ll go.” The crystal pony nurse stepped forward to interject, but Rarity already raised a hand in response. “I’ll be fine. While I might act like a lady, I do have Princess Luna’s magic, something I imagine will be invaluable in defending the Empire. All I ask is that you defend the most important part of my world. Can you two do that?” Despite the cacophony of noise outside the tent, there was silence within for a moment before the two ponies relented and nodded. Sweetie Belle reached out for her sister, which Rarity immediately closed the distance to take her hand again.

“R-Rarity. Please, d-don’t go.”

“Never fear, Sweetie Belle. This time I will come back. I promise.” The elder sister gave a parting kiss to the Crusader’s forehead, before turning and sprinting out of the tent; her destination being the palace at the Empire’s centre.

I sure hope Twilight has a plan for this.

The light from the teleportation faded away, and Sugar Silhouette found herself in a far darker environment. Her golden thestral eyes helped her immediately acclimatise to the lower volume of light, though it simultaneously revealed the horrors of her new locale. The echoes of squelching fluids and exhausted moans of pleasure filled the flesh-covered tunnels she now found herself in. For all she knew, the Lunar Guard might have been within the bowels of a gigantic, perverted beast.

A sharp smack to Sugar’s backside forced her forward a few staggered steps, those gelatinous flanks wobbling with each. Looking over, she saw Ragrol standing with an air of smug superiority, with one of the red bat wings sprouting from her hips having morphed into a whip. The dark-coated demonic princess pointed down the pink-walled tunnel before them, and Sugar got the message; grumbling as she began trudging down the appointed path.

As they progressed, it felt like every aspect of this place was designed to enflame her senses in the most erotic way possible. The air was damp and heavy with the scent of sex. Moans and cries of mares unfortunate enough to be done here rebounded into her sensitive ears by the minute if not second. And the sights… Following a curve in the tunnel, the duo passed an opening into another cavern. Within, Sugar’s jaw dropped at the poor occupants. The walls were decorated with the breasts, stomachs and waists of mares mostly submerged within them. All were busty, lactating, and heavily pregnant. Even with all their heads buried beneath the fleshy walls, her enhanced hearing picked up their sorrowful moans. It created a cacophony of carnal hell, as many of them gave birth to what Sugar swiftly realised were more of the monsters that had captured her, Spike and Button Mash. Another whip crack to her ass cheek was all the direction the thestral needed from her chosen tormentor.

“So,” Ragrol began, walking up to stroll alongside Sugar. “What’d you think of them?” It was clear who, or what in this case, the literal demon spawn referred to. “Those ones won’t be as strong as the group that defeated you and your friends, but I guess that’s the price of mass production.” Sugar refused to answer, denied her even the dignity of glancing her way. Instead she kept moving on down the tunnel, praying that Princess Flurry Heart would arrive to save all these trapped mares. And praying to her Princess Luna to watch over those the young alicorn couldn’t. “Oh? Nothing to say, hm?” Again, no response. Years of training helped Sugar keep her face neutral. This drew out an annoyed sigh, giving the Lunar Guard the small victory of annoying her captor.

“Not biting, huh? That’s fine. If you prove to be too boring to play with, I could always go back home to Hollow Shades…” Ragrol then stepped into Sugar’s path, a malicious grin forming upon her admittedly beautiful features. “…and play with all your pitiful comrades stuck in the beacon.” Those words finally forced a reaction out of Sugar, her wide eyes betraying the shock that swiftly morphed into anger. She had been more than ready to accept and ignore any derogatory barbs thrown at her. But insulting the memory of her fallen brothers and sisters in arms went a step too far.

“If you dare defile my comrades further, I swear I’ll-” Sugar took a step forward during her retort, but the momentary lapse in focus was all Ragrol needed. In an eyeblink, the dominant demoness had pressed up against her body; mouth at her ears and hands sinking into her ass cheeks. This forced an ashamed moan out of the soldier, internally cursing herself for letting her tormentor get under her coat.

“You’ll what?” Ragrol asked softly in those attentive ears, the haughty condescension dripping from her voice. “Bend down and beg me to rut your ass?” Another squeeze elicited another moan, one that robbed the strength from the thestral’s thick legs. Ragrol stepped back to allow Sugar to fall to her knees, taking a moment to regain her breath before shooting an underwhelming glare back at the princess.

“Face it, slut.” The demon child went on, lifting the thestral’s chin with her purple boot to better look her in the eye. “There are only two places for your kind in this Equestria; either serving at my side, or in Darnoc’s bed in Fillydelphia.” She lowered her foot, yet Sugar defiantly held her gaze, her thoughts moving unbidden to that reprehensible soul ruling the eastern city.

“Do not speak that traitor’s name to me.” She uttered darkly, never breaking eye contact as she struggled to her feet despite her bound hands and thick thighs. “Of all the twisted creatures in Equestria, he is the one soul I despise more than you and all of your kind.” This drew only a smug grin from Ragrol, who encouraged her prisoner to continue down the tunnel. Knowing she had no choice in the matter, the Lunar Guard resumed her march, and the pair continued in relative silence.

Spurred by the conversation, however, Sugar’s thoughts and memories couldn’t help but drift back to that name, and the despicable stallion connected to it. Darnoc, or to use his former title Dark Knight, was meant to be the best of them. He had renounced his name for that title the moment he had been chosen as Princess Luna’s personal knight; the Lunar Guard’s equivalent to Princess Celestia’s captain of the Royal Guard. He had been the ideal knight, an inspiration for all thestral kind. Sugar had idolised him whilst in training. But after the Fall, like so much else, he changed. He turned on the Lunar Guard, betraying the trust Princess Luna had emplaced in him, and sold them out to Talvira’s forces. Many thestrals were more loyal to him than to the princess or Equestria, and it was this betrayal that saw the Lunar Guard reduced to a guerilla force while he was rechristened as Darnoc; governor of Fillydelphia.

Another whip across the ass brought her out of her reverie and back to the nightmare that was reality. Ragrol had brought them to a stretch in the fleshy tunnel where, upon the wall, sat a different feature not yet seen in their march. A tall set of vagina lips rose from floor to ceiling, with the head of a helpless, mind-broken mare serving as the clitoris. At a touch, the vulva quivered and opened, with Ragrol guiding her captive through the vaginal opening into another chamber before the door closed behind them. This new space was smaller than the previous one they’d passed earlier, and it bore only a single occupant.

But that fact didn’t stop Sugar from feeling horrified to her core at the sight.

Hanging near the back wall was a mare. At least it bore the torso of a mare. But, where the legs would be, there was nothing but ass cheeks that, while smaller than her own, were still larger than average. Ragrol guided the thestral in a slow circle around the poor soul, letting her see the four pussies this body bore between said cheeks. Anything above the midriff was obscured by insanely large breasts. Four of them. Q cups if Sugar’s memory of the new size standards were correct; putting this mare on par with Princess Flurry Heart when she and Sugar first met. These four massive mammaries were pulled straight up by fleshy tubes connected to and covering the nipples, though trails of milk could be seen trickling down the wide areola. Another oddity about this mare was the four small, yet muscular legs dangling from the underside of each tit.

A snap of Ragrol’s fingers and the tubes slowly lowered the bound prisoner down to the fleshy floor. Detaching, the breasts flopped down; the legs beneath splaying out and instantly being buried under the expansive titflesh. The wide areola bore not one, but five nipples, arranged in an X shape. The four diagonally-placed nubs were about the size of Sugar’s fist, while the central one was on par with her forearm in terms of width and length, while also dribbling literal litres of milk. At last Sugar could see the upper body, though there wasn’t much to see. This pony had no arms; just the four massive milk tanks, two on her chest and two on her back. As for the head, it was that of a unicorn; a blonde mane matted with sweat to match her tear-filled eyes.

“W…? What have you…?” Sugar stuttered, too aghast to even finish her question.

“Isn’t she lovely?” Ragrol responded with pride, completely ignoring her other prisoner as she strode forward and leaned into one of those bloated boobs like it was a bean cushion; milk spilling out of its central nipple along with a whimpering moan. “My Mistress decided Dinky Doo here would be the perfect test subject for a new design; a living prison. Aaaaaaaaaaaand…” She drew out the word, turning her now malicious gaze back to Sugar Silhouette. “Guess who gets to be the first to try her out?”

The eyes of both prisoners went wide and met in a heartbeat, each conveying the shock and fear of what Ragrol was suggesting. But despite her dread, the thestral’s pride refused to lay down and accept this fate. Though a foolish gambit, she had little other choice. With a wordless battle cry, Sugar charged at Ragrol, intending to tear open the demonic nobles’ throat with her teeth if she had to. Her effort, sadly would not be successful. Ragrol again showcased her speed and delivered a swift knee to Sugar’s midsection. Winded, she was powerless to resist the princess then throw her into one of Dinky’s enormous udders; the long central nipple resting precariously between the Lunar Guard’s legs.

“Really? That was the best you could come up with?” Ragrol chuckled as the orange jewel on her forehead glowed. A purple aura eroded the fleshy bindings holding Sugar’s wrists behind her back, only to then force each hand into the top two nipples on the breast before her. Down to the elbow. Dinky cried out in both bliss and pain at the foreign intrusion, while Sugar had recovered from the attack to discover those nubs were clenching tight. A few quick tugs that grew more desperate with each pull only served to enhance Dinky’s pleasure. It didn’t help that the larger teat was slowly rubbing against the thestral’s slit. Sugar could almost feel the milk passing through it as it spilled out at her feet.

“Oh looks like those are working well.” Ragrol stated, inspecting the fine job Dinky’s melons were doing of trapping Sugar. “Just keep her like that, Dinky. I need to teach my newest servant some manners.”

“I will never serve the likes of y-AH!” The Lunar Guard yelped in pain, and a little pleasure despite herself, as the villainous princess delivered a swift smack to her large ass. The skin beneath rippled like the surface of a pond, and flooded Sugar’s brain with pleasure her training fought hard to fend off.

Shaking her head and coming to, she found Ragrol standing behind her; one hand casually stroking and gripping the prisoner’s ass cheeks, the other vigorously fingering her own cunt. A small blush crossed the princess’ face as she gave a small cry of elation, followed by a squelching noise. Panting slightly, she regained her confident composure and displayed her newly-grown cock to the bound thestral. Unlike most equine dicks, this one was capped with a rounded, mushroom-like tip, and it also grew out of her vagina rather than being a transformed clitoris as Sugar had previously seen happen to Flurry Heart.

“Now then,” Ragrol purred. “Let’s put these cheeks to good use, shall we?”

The demon spawn brought her hands down upon each flank with a smack, drawing another pleasure-tinted cry of pain. Sugar couldn’t help but feel the shame burn beneath the blush on her face, and it only grew when a long and hot object slid in between the ass cheeks Ragrol was pressing together. The dark-coated tormentor began slowly swinging her hips, enjoying the softness provided from this immaculate assjob. The rocking grew more forceful as Ragrol incrementally increased the tempo of her thrusts, and this pleasured Sugar twofold. There was the pulsing prick sliding back and forth inside her canyon of an ass crack, and then there was the long, leaking nipple of Dinky being ground against her lower lips with each forward motion. Despite her best efforts, it was getting harder and harder for the Lunar Guard to focus her mind when both lower orifices were being pleasured like this.

“S-So good.” Ragrol moaned, thoroughly enjoying herself as she accelerated her momentum. She sunk her fingers deep into the malleable flanks as she pumped her cock in and out of its chasm-like depths. “Oh, of all the other thestrals I’ve rutted, you’ve easily got the best ass of them all.” This caught Sugar’s otherwise distracted attention. Other thestrals? That could only mean…

“Ungh… Hah… C-Cumming. I’m cumming! Enjoy my semen, slut!” With a squeal, Ragrol reached orgasm. She hilted as deep in Sugar’s rear crevice as she could without penetrating her anus, the erupting sperm shooting out like a water fountain and landing all over her wings, back and butt. Each spot the spunk landed felt like her coat was burning, and it only raised her pleasure rather than her pain.

“W-What… What did you mean ‘other thestrals?’” She asked, mustering what meager defiance she could and looking back at the dark princess behind her.

“Oh?” Ragrol responded in a mockingly surprised tone, absentmindedly jerking off and shooting the last few more ropes onto Sugar’s creamed flanks. “Now you’re interested, huh?” The princess drew closer, collecting a dollop of her own jizz on her finger before sidling up next to her prisoner. “Well, I wasn’t going to waste all that free thestral pussy, was I? After all, I needed somepony to entertain me in that boring town. And when I was through with them, well… you saw the beacon in town, right?”

In that moment, it clicked for Sugar. The tree of flesh back in Hollow Shades. Though she had been too preoccupied with battle the previous times, only now did her memories focus on the ponies trapped within that monstrous entity. Specifically the thestrals formerly under her command. A chink made itself known within Sugar Silhouette’s resolve. Her comrades, her friends… She knew they’d suffered a fate worse than death being incorporated into that edifice of flesh, but to think they had been defiled beforehand…

The moment of shock and horror was interrupted when Ragrol stuck her jizz-coated fingers into the Lunar Guards’ mouth. They swirled the sperm around, with Sugar’s body defying her mind by tasting and even swallowing some of the substance. It soaked into her tongue and trickled slowly down her throat yet, as the demonic torturer stepped back with a smirk, the effects on the victim were instant. At once, the bound bat pony’s body heat skyrocketed. She couldn’t help but openly pant as her pussy began to drool over Dinky’s nipple. Her own dark nubs were rock hard, and it took all her military discipline to not attempt to wrench her arms out of their prison to alleviate these sensations. She’d been in heat many times, especially following Equestria’s fall, but never this intensely or swiftly.

“I’d say you’re in desperate need of a fuck. Well? Am I right?” Ragrol smugly pulled away the elongated nipple between Sugar’s legs to pry open her lower lips; earning a pleasure-tinged yelp from the Lunar Guard. Sugar made eye contact, but quickly turned her blushing face away. Smirking at this, the dominant mare summoned her magic. Purple aura took hold of the bat mare’s legs by the ankles and spread them, slightly elevating the imprisoned pony in the process. “I don’t know about you, but Dinky’s been so patient waiting for us. She deserves an award, doesn’t she?” Fear filled Sugar’s heart, but for once it wasn’t for her own fate. Her golden eyes quickly shifted to the modified unicorn, whose tears hadn’t ceased this entire time. She was panting, only now becoming aware attention had shifted back onto her.

“W-Wha… What’s…?” She stuttered, struggling to string together sentences when two of her nipples were being invaded and she was completely unable to find release, in more ways than one.

“L-Leave… Leave her out of this.” Sugar stammered, throwing what she could only hope was an intimidating glare at the evil princess. I’m your target for torment, aren’t I?”

“Oh?” Ragrol’s eyes widened in what appeared to be genuine surprise. “Sacrificing yourself for her, are we? Alright, I’ll think about it.” She made a show of crossing her arms, an act that Sugar couldn’t help but notice emphasised her comparatively normal bust, and thinking hard about this. Another soft glow emerged below Sugar, and she saw the fiends’ magical aura now engulfing Dinky’s milky nipple. When she felt the telltale tingle of magic prying open her pussy lips, that panic returned back to her own fate, and she shared a brief glimpse of fear with Dinky before begging Ragrol with her eyes to stop this madness.

“Hmm…” Ragrol kept up the act for a few seconds longer, before her mouth curled into that malicious grin from before. “Nah.” With that, Sugar’s perspective shifted as her body was thrust downwards despite her will.

With the dribbling tip of Dinky’s nipple stuffing itself into her lower entrance.

As one, both captives cried out. Sugar at something the size of an arm being forced into her most private place, and Dinky at her overly sensitive nipple being crammed into an incredibly tight hole. The vice-like tightness of the bat pony birth canal served to lubricate the already sopping passage with breast milk, but this only brought the slightest of easing the intruder inside. The unicorn shook her head, the only part of her body that seemed to listen to her these days as the pleasure washed over her without end.

Sugar, meanwhile, struggled to breathe as the magic hold her legs up not only pulled them back down, but then into the last two spare nipples on this breast she was trapped in. Like her arms, her limbs sank into the nubs; drawing even more screams of either pleasure or anguish from her living prison. The act made Sugar scream also, as it pulled even more of the central nipple into her cunt. By the time the purple auras vanished, the thestral’s legs were sunken up to her thighs, while the nipple was knocking on her cervix despite only being half buried in bat pony pussy. Already, Sugar could feel the milk pouring into her womb, the barest trickles escaping the otherwise tight fit of the dark grey nub.

“And now…” Ragrol purred, drinking in the carnal suffering of these mares. “It’s my turn for some fun.” Without warning, the princess clamped her hands into Sugar’s ass cheeks with a resounding smack. The thestral flesh pillowed up between her fingers as she spread those cheeks as wide as she could…

And rammed her demonic cock all the way into Sugar’s asshole.

“Agh-HAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAA!” Sugar’s scream drowned out all other noise as her back door instinctively clamped down hard to repel the intruder. The force of such clenching made even Ragrol wince, but she calmed the victim down with a few stinging slaps to her flanks. The rippling strikes, plus the sensations of this cock remaining embedded up her anus nearly broke Sugar. Her resolve was already weakening with each spank, and now this invader only tripled her unwanted pleasure. The ripple effects of this were also only adding to the thestrals’ torment, and to Dinky’s too. Like her asshole, Sugar’s pussy clamped down hard upon the leaking nipple; milking it for its lactose bounty. Dinky’s body countered by tightening its hold on the prisoners’ limbs, while the milk production increased. Though her own mounds blocked the sight of it, Dinky could feel Sugar’s stomach beginning to bloat with the milk she was pumping into that bat pony pussy. The agony of both ponies being unable to feel the release of orgasm only added to their suffering.

“No time to rest, ladies.” Ragrol mocked the mares, clearly revelling in this carnal torture. “The fun’s just beginning!” With that, the demonic princess slowly pulled her hips back, her cock scraping its way back out Sugar’s anus as it did on the way in. The Lunar Guard felt every bump, every pulsing blood vessel in that sex organ, as Ragrol finally paused, leaving only the tip embedded inside. The reprieve was microscopic, however, before the dark princess rammed it back in,

This elicited another scream from Sugar, and then Dinky by proxy, as Ragrol slowly repeated the process; agonisingly drawing out the suspense with the deliberate slow drag back before the violent forward thrust. Each impact jostled Sugar in her fleshy prison, and scrambled her brain just as she would recover from the previous impalement. Her body was spent, unable to muster any effort of resistance nor feel the sweet taste of release thanks to the dark ring tightly constricting her clit. She could feel her womb beginning to ache with all the milk being pumped into it and against her will, moans escaped her lips to create a sensuous chorus alongside Dinky’s. Sugar looked at her, and her weary heart couldn’t help but feel for the poor unicorn.

“Hahahaha! Look at you two sluts!” Ragrol cackled as she began increasing her pace. “A fat-assed failure of a guard, and a naïve fool in way over her head. It’s fitting the two of you ended up like this. After all, the only thing you’re both good at is getting me off. Ahahaha!” She punctuated her belittling with more spanks to Sugar’s gelatinous backside, the strikes echoing in the fleshy chamber alongside the sounds of flesh-on-flesh action. The thestral was labouring; both physically and mentally. Each thrust into her ass and litre of milk into her womb eroded a little more of her mental resilience. It was getting harder to think and a small voice in her mind, one that was getting increasingly louder, asked her why should she? Why struggle against pleasure this all-encompassing?

Blinking away the fogginess, she saw Dinky’s face. The suffering unicorn’s features were a tear and drool-soaked mess. She wailed and moaned as frequently as the Lunar Guard, though there was a far more sorrowful tone to her voice as opposed to the increasingly sensual moans escaping Sugar’s lips. But there was one thing about the mare that stuck out to Sugar.

Dinky’s eyes.

Even though they were puffy from all the crying, they still retained and showcased her sanity. Whether it was something in her soul, magic, fate, or blind luck, Dinky was still sane despite all of this. Seeing the mare retain her mind against these horrors showcased to the thestral just how weak she seemed in comparison, and her pride as the last Lunar Guard would be broken for all time should she be shown up now. Another forceful thrust reminded her of the demonic cock still scraping out her insides. Ragrol’s demented laughter at this horrific threesome only fed the just-rekindled embers of resistance, and Sugar turn to look back at the grinning princess.

“What’s the matter? She taunted, delivering another smack to those thestral flanks. “Want to beg for mercy?”

“W-Whatev-hnghf! Huff, W-Whatever you d-do-DAH! Do, to me… hah-hng-Haah! Huff, I will not break.” She turned as much as her living bindings would allow to stare Ragrol dead in the eye for her next, and possibly final act of defiance. “So do your worst, you pathetic excuse for a princess.” Riding the high from her statement, Sugar hocked back and spat right in her tormentors’ eyes. Ragrol, caught completely by surprise, shouted out and backed away from the thestral, completely pulling out in the process as she frantically rubbed at her eye. Once done, the look she gave the Lunar Guard could’ve melted steel.

“You want my worst?” She asked, her voice now devoid of all its earlier mirth. In its place was a detached, cold rage. “As you wish.” Two brown fingers reached down to the fiends’ labia and pulled them as wide away from her cock as she could. Using her magic, Ragrol instantly summoned two more cocks from the depths of her folds; completely identical to the one they now sandwiched. With growing dread, Sugar watched as Ragrol gathered the three dicks in one hand as she drew close once more. With the other, she landed the hardest smack yet, causing the prisoner to howl in both pain and arousal. Before the handprint left upon Sugar’s coat could fade along with its sting, Ragrol once again spread Sugar’s cheeks as wide as they could go…

And pushed all three cocks into her asshole at once.

“KYAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAH!” Sugar screamed, every nerve in her body suddenly lit up by the pressure. One cock in her ass was painful and pleasurable enough on its own. But three? There was a legitimate fear in the thestral’s mind, swiftly beginning to drown in the sensual sensations as it was, that her butt would tear. Ragrol, however, no longer put on the appearance of caring, assuming she ever did in the first place. Unlike earlier, the princess was through playing with her food. No condescending words escaped her now snarling features, as she hammered away at Sugar’s backside with stinging smacks and savage thrusts.

Sugar quickly lost track of how long Ragrol subjected her to this treatment. For all the thestral knew, it could have been hours, or it could have been days. There were no sounds but those of sex, and two mares openly weeping and gasping for air from exhaustion and pleasure. There the only smells were those of sweat, milk, and the rare droplets of precum that escaped the near-vacuum seal of Sugar’s sphincter around the trio of invading cocks. There was no strength left in the guard’s body at all, so, when Ragrol held her head down into the soft, grey titflesh of Dinky’s breast, there was no power to resist.

Her body already beyond spent, all that was left to lose was her mind, and that was happening swiftly. The levels of pleasure assaulting her, combined with the inability to reach climax, were drowning Sugar’s sanity in lust. She tried to fight against it, but with every thrust, every litre of milk and pre pumped into her, the insanity grew stronger. It finally dawned on the loyal soldier she was done. She couldn’t hold on anymore. This had to end. Sugar feared she might die if it didn’t.

So, with the last of her sanity, Sugar Silhouette sent out a mental plea, hoping it would be heard in the ethereal tides her true mistress was a master of.

Princess Flurry Heart… My Lady, Princess Luna… I beg of you, forgive my weakness…

“…Please… Let me cum…”

The sentence was so soft, especially against the raucous echoes of sex in the chamber, that Ragrol missed it. That, or she chose not to hear it as she continued pummelling away at the helpless thestral’s backside.

“Let me cum!” Sugar begged, mustering the last of her strength to speak louder. “Please, no more! Let me cum!”

“…Nope.” The rutting increased in intensity, eliciting screams of desperate ecstasy and agony from the now broken thestral.

“Please-GAH! I-AHIIII! I-I’ll do anything! P-Plea-AAAAARGH! Just let me cum!” Tears ran down Sugar’s face as her breaking voice bellowed her pleas, each admittance of defeat a dagger to her once infallible pride.

“Then swear allegiance to me and me alone!” Ragrol nearly shouted back, the pace of her fucking ever accelerating as she morphed her wings into whips and struck with thunderous cracks upon the abused butt cheeks. “Swear you’ll be my personal fuck toy, and that you’ll do whatever I say!”

“I-I-IIAAARGH! I…”

“SWEAR IT!” Ragrol now pulled her captive back by the mane, revealing the broken, sobbing mess Sugar’s features had become; even more hopeless than Dinky’s. The manic rutting paused for a moment as the demonic princess leaned in to hear the answer she knew was coming.

“I SWEAR IT!” Sugar frantically bellowed, clawing at any chance to end the mind-shattering denial of orgasm. “I… I swear I’ll become y-your personal… f-fuck toy… and I’ll follow any command.” The declaration ended with a whimper, and the Lunar Guard caught a glimpse of Dinky; staring at her with a mix of sorrow and crushed hope.

“…Very well.” Ragrol uttered, a modicum of smug superiority returning to her still irritated tone. There was a brief flash of purple at Sugar’s crotch; hidden from the thestral by her now milk-bloated womb. The reprieve lasted barely a few seconds before the furious fucking resumed.

This time, however, something about the sensations felt different to Sugar. The experience felt… freer, somehow. The voice in her mind, now the dominant voice within, whispered how good this felt; having her enormous ass fucked by as much dick it could take. How this could now happen whenever she wanted it. And Sugar saw it was right. Felt it was right. Never in her life had she felt such elation, such pure, unrelenting bliss. Even her ascension to a full member of the Lunar Guard failed to match the high she was now riding; free of all past obligations and responsibilities. If moments like this were the reward for serving this new Equestria, then she would welcome it with open arms.

At last, Sugar Silhouette’s mind fell to the darkness, and with it, her body finally achieved orgasm.

“Cumming! I’m cumming! I’m finally cummMMIIIIIIIIIIIINNNGGGG! GA-AHAAAAAAAAAAAH!”

As one, the princess and her newest vassal climaxed. Sugar’s asshole did its best to milk the semen out of the three cocks, applying a grip the equal of a dragon’s stranglehold. In response, Ragrol grunted animalistically as she fired off a seemingly endless triple salvo of sperm. Up and up, the torrent travelled the wrong way through Sugar’s digestive tract; bloating her belly even more than the milk in her womb. Ragrol’s last thrust, combined with the lack of space and abundance of milk in Sugar’s pussy, helped Dinky’s nipple escape its vaginal prison and leak copious amounts of milk onto the floor, while even more gushed from the now unclogged vagina and down Sugar’s thick thighs.

Even then, the thestral’s stomach remained bloated, as Ragrol’s ejaculation just kept going. Sugar just kept wordlessly screaming her elation like a mare possessed, until she felt something surging up her oesophagus. Within seconds, her cheeks bulged before a deluge of sperm escaped her lips and splattered all over her face, chest, and the bulk of Dinky’s breast. After a solid minute, the surge of semen abated and Ragrol pulled out all three dicks with an audible pop. The next instant, however, she swiftly inserted an ornate anal plug into Sugar’s back door; the end decorated with an orange diamond-shaped gem that matched the one on the princess’ forehead. Sugar didn’t feel it, however; too exhausted and overwhelmed by her thunderous orgasm. All involved took a moment to catch their breath, the ordeal of a threesome having lasted half an hour at the very least.

“Now then…” Ragrol panted, recovering from the effort, and encompassing her newest acquisition in her magical aura. Without care, she pulled the barely conscious Sugar from her mammary prison, eliciting another pleasurably painful groan from the modified unicorn, and dropped her at her purple boot-clad feet. Ragrol squatted before her and pulled the groggy mare up by the mane to see her face. Sugar was still in a daze; barely breathing with her eyes not focussing on anything, and a bloated stomach still full of demonic semen that could be heard sloshing around inside her with every jostled movement. The fiend delivered another stinging slap, this time to the thestral’s face, and stood back up. The strike seemed to knock some life back into the mare, who weakly looked up at her new mistress with a broken expression.

It was in her golden bat eyes; the look of a defeated mare, one that now had a taste for sex. The fact those eyes flickered between meeting Ragrol’s and stealing glances at her still hard triple dicks all but confirmed it.

“You enjoyed that tough love didn’t you, my pet?” Before, Sugar would have shot a harsh glare or shot off a stern retort. Now, apparently lacking the will or strength to offer even a hint of defiance, she simply nodded timidly. “And you want more of that, don’t you?” Another nod, though this one was a fraction quicker than the first. Ragrol grinned, and stood proudly with her hands on her hips. “Then prove to me you deserve my favour, and clean my cocks with your mouth.”

“…Y-Yes… M-My Mistress…” Sugar stuttered weakly; a shell of the mare she once was as the last pride of her old life faded away. She shuffled forward on her knees before gently beginning her service. She licked all traces of cum off the central dick, lapping up and down it’s length before taking what she could of it into her mouth and tongue. Her hands got to work as well, giving each of her spare cocks a handjob in the meantime.

“Hmm, that’s good.” Ragrol purred, delightfully drinking in the sight of this once defiant mare now behaving like a good little slut. “Keep going. Prove your loyalty to me, and you’ll be rewarded. Like so.” With her magic, the dark princess summoned different items of clothing and jewellery from her room and teleported them in. The stockings and shoes would have to wait, given Sugar would have to stop her lovely hand and blowjobs. The brown-coated fiend set them aside and instead slipped onto the servant a purple jack with puffed shoulders, much like hers but without the spikes on said shoulders. The item magically opened on the back to allow Sugar’s bat wings to poke through. A black leather choker is clasped around her neck, and silver nipple tassels with red threads were affixed to her moderate bosom. Throughout all of this, Sugar remained focussed on her assigned task, dedicated to servicing her new mistress.

The vulva-like doors into the chamber opened, and Ragrol couldn’t help but smile as she saw the newcomers. Entering was Cozy Glow; back in her pseudo-alicorn form and flanked by the blank-eyed retinue of harem milfs and their modified sons.

“I see you’ve had a lot of fun too.” Cozy stated with a cruel grin, looking at the once proud Lunar Guard slobbering over demonic cocks.

“It took a while, but I managed to break her in.” Ragrol commented with pride.

“Good. Now, are we prepared for the next phase of the plan?” This question caught the princess off-guard.

“We’re advancing already? I thought we were going to wait a little longer.”

“I just wish to be prepared lest something else disrupt out plans.” Wishing to give the dominant mare in the room her full attention, Ragrol gently pushed Sugar off her cock and silently instructed her to wait on her knees before her.

“Four of the five beacons are ready. Dodge Junction’s beacon is still being constructed, though it should be operational within three to four days.” The silver-maned mare bowed apologetically. “Again, I’m terribly sorry we failed to acquire the townsfolk before Bad Apple could steal them away, Mistress. Had I been aware of it sooner-”

“It’s alright, Ragrol.” Cozy Glow interrupted, lifting the taller princess back to a standing position with a finger beneath her chin. “Unforeseen variables in the plan were inevitable. What’s important is that we correct them, and swiftly. Our hour of victory is closing in. I can feel it.”

“P-Please…”

A timid, panting voice interrupted the pair of scheming mares, and both looked back to the labouring mass of titflesh that was Dinky Doo. Her golden eyes spoke volumes of her desperation, her desire, for release. But, unlike Sugar’s, she somehow still retained her sanity.

“Please,” she repeated with a sob, tears still streaking down her face in a pathetic display. “L-Let me go. Let me go home.”

“Ah. Still sane, are we Dinky?” Cozy asked condescendingly, approaching the corrupted prisoner-turned-prison with Ragrol falling into step beside her. “Ragrol, how did our dear friend here fare in practice?”

“As a prison, she served her new purpose well.” The wicked princess remarked, crossing her arms as she looked upon the unicorn with derisive superiority. “But, as a mobile prison, she failed miserably.” The pair of powerful manipulators drew their gaze to the small feet, barely able to be seen beneath the amount of boob they were buried under. “She grew too horny to hold herself up the moment I released her, and failed to rise at any point during our session.”

“Hmm, disappointing.” Cozy admitted out loud, walking up to the poor mare and using a finger to collect a dollop of Ragrol’s cum left on Dinky’s tit and sample it. “Well, prototype designs rarely go unchanged throughout the entire creative process. Besides, I think I have a better idea for mass pony imprisonment.

“Which means…” She turned to face Dinky, a shot of ice-cold fear shooting up and down the length of the unicorn’s spine. “You’re nothing more than a useless lump flesh now. But don’t worry, Dinky.” Cozy Glow snapped her fingers, and the four ponies she brought here now advanced towards the captive. “I don’t throw failed projects out in the trash…” A manic smile stretched across the curly-maned mare’s features, terrifying Dinky even more.

“I keep them around to hear them scream.”

With a silent command the four ponies, ponies now recognised as her old school friends and fellow survivors of Equestria’s fall, along with their mothers, approached her from cardinal directions. Caring Hearts and Cream Heart got down onto all four and began licking at Dinky’s forward and back vaginas, while Rumble and Button came from the sides and inserted their cocks inside her. Their emotionless expressions were at odds with the unicorns,’ as her mind, still recovering from what Ragrol had put her through, now reeled with two sets of tongues and large cocks assaulting her sopping wet lower holes.

So consumed with this, and the confusion of two more cocks resting against her on Button’s side, Dinky didn’t notice the fleshy tendrils descend from the roof until they reattached themselves to her elongated, leaking nipples. But, unlike last time, they didn’t lift her breasts back to a vertical orientation. They were lifted so the boobs were as horizontal as possible the weight and amount of milk still within. Dinky winced in-between the four-pronged attacks on her pussies as her milk was once again siphoned away, and again when Cozy flapped up to land upon her front two tits.

“P-Please!” Dinky openly wept, not wanting to go through another orgy after just recovering from the previous one. “You’ll never see me again! I won’t tell anypony what you’re doing! Just please let me go!”

“But why should I?” Cozy answered casually, as if Dinky were asking something trivial. “Besides, Rumble and Button Mash got to reunite with their mothers, and I know how deeply you wanted to find yours, so I thought I’d give you the reunion you so desperately desired.”

Another portion of the fleshy roof descended like a slimy droplet, coming down in the space between Dinky’s face and Cozy Glow. The mass of it peeled away until it revealed a pony trapped within; their arms and legs still held up by the mass. But Dinky’s eyes widened and her mouth went dry. Even the sensual actions of the four ponies attending to her body faded into the background at the sight of the pony. Of the mare. The pegasus mare. The grey pegasus mare. As Cozy Glow summoned something in one hand with her magic, she used the other to lift the mare’s lolling head up by her messy blonde mane and confirm the unicron’s darkest fear.

“M-Mom?”

It was her. No other being in Equestria had those mis-aligned eyes. So shocked by this heartbreaking reunion of parent and child, Dinky almost failed to notice the dick-shaped gag Cozy Glow had strapped into her mother’s mouth.

“Now then,” Cozy spoke up, resummoning her newly-acquired cock and positioning herself behind the pegasus. “Let’s help the two of you catch up, shall we?” With a grunt, Cozy Glow entered the pegasus mail mare. Derpy threw her head back in lust-drunk delight, but it was swiftly repositioned to face forward thanks to an aura of red magic. Cozy’s thrusts into the pussy that birthed her failed mobile prison inched the mother’s face closer to her daughter’s.

Even though she was trapped by the pair of mothers and sons pleasuring her pussies, Dinky still tried to squirm away from the approaching dildo gag. Her efforts would be in vain, however, as a purple aura locked her head in place. Sparing a quick glance to the side, she saw Ragrol wink at her as Sugar returned to her duty sucking and servicing cock. Any whimpering protests were smothered as the dildo forced itself into her mouth. The madmare fucking the lactating milf cackled in malicious delight at the sight of mother and daughter slobbering over the same sex toy. While Derpy’s face was one of derp-eyed delight and lust, her daughter’s bore a look of shock and horror.

Someone… Dinky silently pleaded. Anyone… Please, save us...! SAVE US…!

Coming out of the teleport, Spike felt himself land upon something soft. For a split second, this confused the draconic knight; expecting a cell in the dungeons for defying this demonic sovereign. Instead, his green eyes opened to find him in a lavishly large and decorated room. A large fireplace adorned the far wall, while off to the side were glass doors that led to a wide balcony.

The circular bed he found himself sitting on was large and soft, and the same description could be given to the assets of the others in the room. Not only were there the enticing curves of both Talvira and the corrupted Fluttershy, but also three earth pony mares wearing aprons that were functionally useless at covering their forms. Even more shocking was Spike recognised two of these ponies; the classically trained musician Octavia Melody, and the beloved Ponyville teacher Cheerilee. All three were overly buxom, and the peaks of their chest hams leaked the same lactose bounty as the corrupted Fluttershys’.

“There,” Talvira spoke up, regaining Spike’s attention as she approached. “Now that we’re somewhere more private and comfortable, let’s try this again. Where is Princess Flurry Heart?”

“She’s in Tartarus.” Spike spat his response, pouring what little resistance he was allowed into those words. “Why don’t you go back there to see for yourself?” A slither of satisfaction arose in the dragon’s chest as he caught the quick flash of annoyance in the demonic rulers’ eye. But before anything could come of it, a yellow hand upon her shoulder gave her pause. Looking to her left, Sluttershy gave the fiend a look. Almost as if they were communicating telepathically, Talvira sighed and gave a nod before her queen sat down on the bed beside Spike. Her new form unnerved him slightly, but he had to hold onto the hope that his old friend was in there somewhere, and that she wouldn’t hurt him.

“Spike,” she began, speaking calmly. “I promise I don’t want to hurt you. We just want information to better protect our home.”

“Our home?” He responded with shock. Were his hands not tied behind his back, he would’ve pointed a finger directly at the literal demon in the room. “She took our home. Took our friends and corrupted them. Corrupted you! How can you defend her? Defend all of this?” Sluttershy’s face a hint of remorse at his words, which in turn made the dragon feel guilty despite the knowledge he was right.

“I know what she’s done, Spike.” She replied with a measured tone, idly looking down and stroking a hand along her seemingly eternal erection. “And believe me when I say that I fought it at first. Despite what Talvira did to our friends, I refused to give up.” Her blue eyes then met the knight’s green and he bore witness to that determination that would rise whenever the Fluttershy of old would overcome her shyness. “But over time, I realised how good it felt, and I wondered why fight against it and earn pain and punishment, when I could just let go and find pleasure and peace?” Spike shocked confusion was evident on his face, so she carried on.

“I was the last of the Elements to fall… and it was my friends that helped me fall.” She let that sink in before turning back to look at Talvira. Again, the expression the two wore as the demoness drew closer and Sluttershy rose to hold each other’s hands, Spike couldn’t find a better word for it than love. “Ever since I failed, Talvira has treated me with nothing but kindness and love, Spike. She loves and defends me, as you all did when I wasn’t strong enough in the past. And she’s helped me become strong, and confident. In return, I’ve given her peace of mind, children, and someone to come to when times are tough…”

“This kind of love is what I want to share with all of Equestria, Spike.” Sluttershy went on, looking back at her old draconic friend. “And it’s what I want to help Princess Flurry Heart understand. So please, as a friend, won’t you tell me where she is? So that I can help her understand how much easier it’ll be to bring peace this way than fighting?” Only now did Spike notice them. Dark wedding rings, adorning the hands of both pegasus and demon. His hopes plummeted, and it nearly brought tears to his eyes. Though the core of who Fluttershy was as a pony was still in there, this new persona wouldn’t save him.

“I… I-I’m… I’m sorry, Fluttershy.” He forced out, looking away from the twisted facsimile of his old friend. “I can’t do that...” Though he couldn’t see it, there was genuine hurt on the pegasus’ face. A crimson hand came to rest upon her shoulder as Talvira approached; a grin on her face.

“Perhaps, my dear, we should show, rather than tell, your old friend what we mean.” At once, Spike looked back, just in time to see the light return to Sluttershy’s eyes. Though hopeful, those beautiful orbs now also contained a maliciousness the dragon had never seen in the yellow mare before.

“You’re right, Talvira.” She stated, a grin appearing that scared Spike. “Here, Spike. Let me show you what I endured when I resisted, and what you could receive daily if you relent.”

Sluttershy then knelt before Spike, holding her own schlong out of the way with her tail and leaned forward. He questioned what he was going to do before he felt something wet begin leaving a trail up the length of his knotted cock. After shaking off the initial shock, the knight looked down to see the once shy pegasus now running her tongue up and down his length. He tried to scramble away from this indecency, but a red aura of magic stopped him and laid him down on the bed instead.

“Oh ladies?” Talvira spoke up as she joined her pony wife kneeling before the enlarged dragon dick, her own cock held away in a matching manner to her wife. “Would you be so kind as to make sure our guest doesn’t run away? We need to give him a special service.”

“Yes, My Mistress.” The three buxom earth ponies responded as one, and clambered onto the bed. While Cheerilee offered her lap as a pillow for Spike’s head and brushed his spines like he was still a child, Octavia and the other mare gently pressed their leaking bosoms into his bound arms.

All the while, both pegasus and demon worked their tongues across the throbbing member. The only thing keeping his legs and tail from smacking them with his futile escape attempts was the glow red aura of Talvira’s magic. The former Element Bearer had lowered to orally worship the large sperm tanks further down, while the fiend coiled her long tongue around Spike’s spike like it was giving him a handjob. It was a completely foreign experience for the drake, one heightened even further Talvira took near all his cock into her mouth in one go. The sensations of her wet opening washed over the knight, yet the strain from the ring blocking the release of even a drop of pre was growing by the second. He threw his head back, unconsciously nuzzling into the soft lap of Ponyville’s favourite teacher.

“Mpah! Hmhm, I think he’s ready,” the empress chuckled darkly, licking her lips. “Wouldn’t you agree, my dear?” Sluttershy, giving the draconic nutsack a parting smooch, nodded back with an equally impish grin. As one, the royal couple rose up…

And buried Spike’s cock under an immense amount of titflesh.

Spike cried out in shock at the softness completely obscuring his dick. So much so he jerked his head up to see what was happening, the spines atop his head nestling ticklishly into Cheerilee’s cleavage. The other two harem members giggled as well, as empress and queen worked in tandem to bring the dragon a level of bliss few, if any, in the empire would ever know. Talvira’s spit from earlier, plus the milk leaking from both yellow and crimson breasts, created a level of lubrication that skyrocketed Spike’s pleasure regardless of how he tried to internally deny it.

“Like what you see, Spike?” Sluttershy asked smugly as she lifted her boobs up and down his cock, simultaneously getting off the feeling her leaking nipples burshing past those of her lover as they carried on. Despite the defiance in his eyes, the heavy blush bleeding through his purple scales and the loud panting beginning to be heard above the squelching titfuck answered the pegasus’ question.

“Well, then he needs a better pillow to watch.” Talvira added, unfazed by the effort of moving her tits up and down independently to further stimulate their prisoner. “Octavia? Milky Way?”

“Yes, My Mistress.” The mares at Spikes’ sides answered, and they got to work. Both earth ponies shuffled up his body, their breasts leaving trails of milk along the dragon’s own chest. Upon reaching his head, Cheerilee lifted it up for her compatriots to slide their busts in above her thighs. Set back down, Spikes’ head sank slightly into this new pillow, and the mulberry breasts above helped lock his skull in place; staring at the show happening at his crotch. Talvira and Sluttershy were now co-ordinating their efforts to bring the knight an orgasm he couldn’t have. Both royals pressed their enormous racks in sync, upping both the pressure and pleasure upon Spike’s cock. The growing ache, the need, to release his seed was growing alongside the pleasure, forcing the dragon squirm and pant despite his bindings and comfortable position.

“Hah, hah… Oh Spike.” Sluttershy cooed as she glanced at her old friend while working her leaking chest. “You look exhausted, and we’ve barely started.”

“Perhaps he needs a drink, my dear.” Talvira grunted with a cruel smirk, expertly working the dick buried somewhere beneath her tits. Sluttershy nodded with what looked like joy at this, and left her post at his crotch; leaving her demonic spouse to take full ownership of the dragon dick within her cleavage. The pegasus clambered onto the bed, shooing away the harem of earth ponies to guide the knight’s face into her milk-stained bosom. Spike tried to resist, turning away where he could. But Sluttershy’s strength surprised him and, seeing that kind face so reminiscent of a time long past, lulled him into a false sense of security, and the dragon found a nipple invading his mouth. His cheeks rapidly filled with milk, forcing him to drink if he didn’t want to drown.

“How do I taste, Spike?” Sluttershy asked, doting on the dragon like she used to with her own children. Spike was released from the tit, gasping for air with a fully flushed face.

“F-Fluttershy…” He panted exhaustedly. “No… More…”

“More?” She responded, tauntingly ignoring his plea. “My, aren’t you greedy? Oh well, I suppose it wouldn’t hurt.” Before any more protests could be voiced, Spike was pulled swiftly onto the other nipple, the tap of lactose flowing freely once more.

As Spike’s mind dulled with each gulp of motherly nectar, the three harem members didn’t remain idle. With a flicker of red magic from their demonic mistress, the dragon’s wrist bindings were undone and the earth ponies took the initiative. Octavia and Cheerilee took one scaled wrist each and guided the attached hands to their own bosom. On instinct, the hands grasped hold of the offered titflesh; garnering an excited moan and a squirt of milk. Milky Way, saddened that she was missing out on pleasuring their esteemed guest, turned to pleasuring her mistresses. The blue-maned milk mare shuffled down and took as much of Sluttershy’s cock in her mouth as she could; sucking out pegasi pre with glee.

“You’re very lucky, Spike.” Talvira grunted from down at his waist, continuing to knead her breasts around the dragon’s captive cock. “Most Canterlot residents would literally kill to be pampered like this.” She went back to her vigorous work; pumping her boobs to siphon out the cum that she knew wouldn’t come. Spike, for his part was too consumed in struggling to breathe with Sluttershy forcibly breastfeeding him.

“Oh, I can’t wait anymore.” Sluttershy abruptly claimed, releasing Spike from her bosom and pushing Milky Way off her cock. She shuffled back down to his crotch where, seeing the need in her eyes, Talvira smirked and released the thoroughly-handled cock from her cleavage. The enlarged sceptre was swollen and pulsing with the desperate need for release, yet the black ring at its base gave it none. Sluttershy couldn’t help but grin at the sight and carefully positioned herself over the dragon’s waist; lining up his tip with her thoroughly soaked petals.

“F-Flut… Fluttershy… P-Please… d-don’t do iiiiiiIIIIIIIIAAAAAAHHH!” Spike’s desperate begging failed to stop his old friend, as the yellow queen lowered herself onto his purple sword.

She moaned at the sensation of a dragon dick entering her; a rarity in her time as Talvira’s wife. Though not as large and filling as her spouse, Spike’s schlong was still big enough to leave a bump below her coat as she bottomed out. She sat there, sighing in ecstasy at the feeling and implications of fucking one who was essentially the little brother of an old friend. Spike, meanwhile, was immobilised by the sensations bombarding him. The tight confines within Sluttershy’s pussy caressed and squeezed in all the right ways, heightening the pleasure he’d experienced up to now. But this also heightened the throbbing pain of being unable to find release, to cum.

“Don’t worry, Spike.” Sluttershy spoke, a clear tone of eroticism in her panting voice. “Just relax, and leave everything to me.” The pink-maned pegasus then started riding his cock; slowly at first, rising to leave only the head within her before suddenly slamming her fat flanks back down. The wet slaps of flesh on scales echoed out in the room, as did the pants of ecstasy and agony from Sluttershy and Spike respectively. The sensations were such that, even with no one holding him down, the dragon would struggle to summon the will power to if he tried. A fact that wasn’t lost on the demonic empress, watching on with a cruel smile.

“Now that’s selfish, my dear.” She said with dark mirth. “We can help him enjoy you even more. Ladies? Make sure our guest doesn’t have the power to even think of escaping this pleasure.”

“Yes, My Mistress.” The three servants answered as one, once more approaching the prone dragon. Milky Way, desperate to taste the queen’s precum once more, lay down atop Spike in the sixty-nine position. This allowed her to not only suckle from Sluttershy’s cock again, but also grind her sopping cunt into the captive’s face. As for Octavia and Cheerilee, they pinned his arms to the bed in a similar fashion; his hands trapped at their pussies and his muscular arms nestled comfortably within their own chests.

“And now,” Talvira purred. “It’s my turn.”

Having jerked herself off at the sight, her demonic horse cock was thoroughly ready to plough something. So she stepped forward, took two handfuls of bouncing yellow ass, and plunged her cock deep into Sluttershy’s backdoor. The pegasus was paralysed with pleasure, automatically finishing another downward stroke on Spike’s cock as she instinctively tightened her grip in both holes. Though she was no stranger to anal, as her trials many years ago saw to that, the surprise with which Talvira always hit her with when doing it always floored the pegasus. However, she held off cumming just yet, and could just imagine the face Spike was making now.

Buried beneath Milky Way’s hips, Spike could feel his willpower slipping. The fog of lust was filling his mind, as was the smell of the milk mare’s pussy; that of a bitch in heat. It tugged at his draconic instincts; those of domination, of greed and desires. Even before the demonic incursion that had damned Equestria, Spike had trained hard to deny those instincts ever since that one fiasco on his first Ponyville birthday. Those desires, as well as the painfully aching need to come, were starting to materialise despite his best efforts. Especially the latter. With Sluttershy’s pussy tightening its grip like a vice, his balls felt like they would burst. Yet nothing could escape the ring cutting off his only path to release, and it was insufferable.

The sensations doubled again when Talvira, and in turn Sluttershy, began moving again. The empress was setting a quicker pace than her bride, and her thrusts helped force the pegasi’s bouncing upon that knightly dick. Spike couldn’t stand it, yet any cries for mercy were muffled by Milky’s cunt. He tried anyway, but this only pleasured the earth pony above him if the tightening of her thighs around his head and copious juices leaking from the muff centimetres from his mouth were any indication. His hands twitched in response to the agony, unintentionally fingering Octavia and Cheerilee. Every inch of his body was in orgasmic bliss. All except the one part that could enable him to feel that highest of highs.

“Ah! O-Off-fwah! Off him!” Sluttershy panted her order to the sluts in-between the thrusts of her empress. “I-Iyah! I-I want to, nmf! To hold him!”

Despite their sorrow, the earth ponies complied; allowing Spike to breathe fresh air again. That didn’t last long, however, as Sluttershy reached down to pull the dragon into a sitting position; his face buried square in her bountiful cleavage. There was still the scent of not just milk, but also his cock from her earlier titfuck. Spike tried to pull out, but the yellow mare was having none of it; holding him as tightly as her pussy held his cock. With Talvira’s assistance, she returned to bouncing upon his purple sword; moaning like a wanton harlot as she did so. Spike could also feel the tip of Sluttershy’s own cock pinned between the two; dribbling precum in a copious manner he could currently only dream of doing.

More softness encompassed his head and body, as the three earth pony sluts closed in and pressed their milky tits around his head as well. All around his skull was softness and the scent of milk and sex. It was so dizzying Spike didn’t realise his hands had moved on their own; finding a home atop Talvira’s on Sluttershy’s flanks as he weakly began thrusting into the pegasus. He was completely out of rhythm with Talvira due to his exhaustion, but it still put a devilish smile on the empress’ face.

“I think he’s suffered enough.” She grunted, her horns glowing red with magic. “Let’s bring it home.” With that, the fiend began fucking with abandon; her hips slamming into Sluttershy’s with a loud smack of flesh on flesh. Sensing the coming finale, Sluttershy bounced and tightened as much as her moaning body could manage. The harem ponies also picked up the pace in pressing themselves desperately against Spike’s form, though they were being helped to the end by a magical red cock suddenly hammering away at each of their pussies.

In the centre of it all was Spike. His rational thoughts were imprisoned for this moment, as carnal lust was in the drivers seat. His head motorboated Sluttershy’s chest despite the softness surrounding it on all sides. His hands moved off Talvira’s and up to Sluttershy’s back, pressing her even closer to him. But most of all, his pounding grew more frantic, streamlined, and in sync with the empress’s cock he could feel inside the pony queen. The pressure and pleasure built and built to an agonising degree. Amid all the cacophonous noises of sex, a small click could be heard. A red glow faded from the now deactivated ring and, in an instant, there was suddenly an outlet.

With all the sensations burying him, Spike took it without a second thought.

“C-Cumming! I’m cumming! C-CumMMIIIIIIIIIIIIIIIIIINGGG! A-AAAHAAAAH!”

Sluttershy’s shrill cry of ecstasy was the signal for all involved in this private orgy and, in staggered succession, they came. First was Spike. The instant the ring was removed, he hilted himself inside Sluttershy and let his dragon batter flow. Rope after rope escaped into her depths as the post-coital fog of pleasure enveloped his mind in the absence of pain. Sluttershy and the harem were next. All four drenched Spike’s skull with milk as the earth ponies squirted femcum over the spectral dicks ploughing their needy cunts. Sluttershy shuddered in delight as her greedy pussy milked Spike’s nutsack for all it was worth. There was so much stored within that seed managed to spill back out and down her thighs. Her own cock erupted as well; painting the inside of her cleavage as well as Spike’s face and chest with pony sperm. Finally Talvira let go and embraced the pleasure; filling her beloved’s digestive system with sperm from the wrong end. Jizz raced up and into Sluttershy’s stomach; bloating her belly alongside the dragon matter in her pussy. She shuddered as the last of her demonic seed fired off, with a content feeling filling her dark heart.

Most of the orgy collapsed onto the bed, with the earth pony mares falling to the wayside, and Sluttershy landing atop Spike whilst still holding him inside her. Talvira, grunting, pulled out of her wife’s asshole and wearily sat upon the edge of the bed. A satisfied grin formed across her features as she watched her sperm leak out of Sluttershy’s doughy backdoor. Soon, the yellow pegasus managed to regain control of her senses, and slowly pulled herself off Spike’s cock, then his body. As she rolled over and lay in-between her old friend and her lover, more draconic sperm escaped her honeypot, a hand tenderly rubbing her stomach.

As for Spike himself, he was thankfully still alive, and still maintaining a shred of his sanity if Talvira was concerned. But the constant orgasm denial, compiled with all the pleasure they’d heaped upon him had taken a physical toll, and the dragon might not be moving for a while after such an ordeal.

“I think we might’ve gone a bit overboard.” Talvira murmured as she stroked Sluttershy’s long mane. “I doubt he’s in any condition to answer questions now.”

“M-Maybe.” Sluttershy stuttered, struggling to prop herself up on her elbows. Talvira instantly aided her wife into a sitting position, the pair gently touching foreheads in affection. “B-But… But there might be another way.” The pegasus turned and whispered something in the demoness’ ear. Whatever was spoken drew a smile from the fiend, who rewarded the suggestion with a tender kiss on the cheek.

“What would I do without you, my dear?” She asked affectionately.

“Not have an amazing partner in bed, for one.” Sluttershy responded with a small smile.

“More like not have an amazing partner at all.”

The pair shared a short yet passionate kiss before Talvira stood up and over Spike’s body. Though the thought of sampling the dragon’s seed for herself came to mind, pleasure had already been taken care of. All that remained was business. She bit the edge of her pointer finger, hard enough to draw black blood, and began drawing a magic circle upon Spike’s cum-smeared chest. By the time she had finished her design, Sluttershy had regained enough strength and mental control to stand beside the bed. After double-checking her work, as well as adding a few extra symbols for the next time the couple had fun with the soon-to-be pet, the empress charged magic into her palm and pressed it onto the emblem, the blood and sperm pattern glowing the same hue as her magic.

“Bound by blood, change thy form.”

The spell triggered, filling the royal chambers with a red glow. At once, Spike came to and cried a wordless roar of pain. Unlike the moans of discomfort he had felt earlier, however, this was true, searing pain. He felt his form shift, his bones and organs move, grow, or even shrink into non-existence in one case. Talvira noticed Slutterhsy wincing at the transformation and she couldn’t deny it was a gruesome display. Unlike with Lyra, who the empress had given time to slowly take her new form, she needed this to be swift, which almost universally meant it would be painful.

Soon enough, though, the glow faded and the cries of agony reduced to haggard gasps. Gone was the large purple dragon that had been brought to them. In its place was an anthropomorphic canine, with purple fur save one green tuft upon his head, and light green ears drooping down the side of his head. The last element to change was his genitals. Namely, his knotted cock having doubled in size; so the next time he entertained them, Talvira could enjoy what the now former dragon had to offer. Though his testicles hadn’t grown to match the purple sword above, they did have their own magical symbol glowing upon them; a symbol to elevate Spike’s pleasure even further. Seeing the transformation was complete, Talvira reactivated the inhibitor ring, turned, and nodded to Sluttershy. The pegasus responded in kind before crawling back onto the bed to look Spike in his green eyes. The newly-changed dog slowly met her gaze, pain clearly still wracking his system, as were the mind-boggling changes to his body.

“Spike,” Sluttershy spoke gently before taking a deep breath. When she opened her eyes again, the dragon-turned-dog found himself looking into the Stare at point blank range. “Where is Flurry Heart going?” Spike felt his body tense, his eyes widen and his mouth stutter open against his will. He tried to put up some, any resistance to this external control, but his will power had been drained from the previous orgy. Against his will, he found his voice.

“S-She’s… heading to… C-Cloudsdale.” At once, Sluttershy dropped the Stare and Spike’s body went limp. Laboured breaths escaped him as he simply lay there recovering from everything. The yellow mare, unable to suppress her former self at the sight, reached up and gave the new canine a gentle pat atop the head. Unconsciously, his new, thinner tail languidly wagged at this attention.

“So, Cloudsdale huh?” Talvira mused, bringing a hand to her chin in contemplation as Sluttershy rose to stand by her side once more. “Well, that shouldn’t be a problem… hopefully.”

“Don’t worry, Talvira.” Sluttershy responded, lovingly embracing her spouse side-on and resting her head upon the fiends’ shoulder. “Specrtum Blast will stop them.”

“I certainly hope so,” Talvira replied, allowing her mask of superiority and control to slip and reveal the concern that lay beneath. “I’m just… I’m just tired of losing everything.” Sluttershy didn’t respond with words, but action; gently guiding Talvira back to the bed and resting her horned head atop those yellow pillows of flesh on her chest. All the while a yellow hand brushed down the length of the empress’ ebony locks. There pair remained this way, as Sluttershy looked over the aftermath of their orgy. It was only now, after the blissful chaos of fornication, that she realised something, or someone, was missing.

“Where’s Derpy?”

Author's Note

Spike:
Purity: 1/3
Will: -6*
Strength: +5*
Defence: +2*
Speed: +2*
Magic: +1
Items:
Dream Amulet: Automatically pass Will Checks in regards to dreams
Inhibitor Ring: -3 on Will Checks, can only loses a Purity Point on a Nat1 or negative roll. Cannot cum otherwise. Requires DC 15 Will Check to remove
Corruptions:
Monster Transformation (Canine): +1 on Strength and Speed Checks, -1 on Defence and Will Checks. Requires two gems to revert
Expanded Cock (6/8): -5 on Will Checks
Expanded Balls (3/8): -2 on Speed Checks
Lust Emblem: Disadvantage on Will Checks, each failed Will Check following gaining this corruption results in all other corruptions gaining one stage

Button Mash:
Purity: 0/2
Will: -10*
Strength: +1
Defence: +2
Speed: -6*
Magic: +0
Items:
Dream Amulet: Automatically pass Will Checks in regards to dreams
Inhibitor Ring: -3 on Will Checks, can only loses a Purity Point on a Nat1 or negative roll. Cannot cum otherwise. Requires DC 15 Will Check to remove
Corruptions:
Expanded Cock & Balls (6/8): -5 on Speed and Will Checks
Multiple Cocks (3 total): -1 on Speed and Wills Checks for each additional cock
Hypnosis: -1 on Will Checks (will loyally serve Cozy Glow)

Sugar Silhouette:
Purity: 0/2
Will: -5*
Strength: +0*
Defence: -1*
Speed: -2*
Magic: -1*
Items:
Inhibitor Ring: -3 on Will Checks, can only loses a Purity Point on a Nat1 or negative roll. Cannot cum otherwise. Requires DC 15 Will Check to remove
Anal Plug: -2 to Speed and Will, requires DC 15 Will Check to remove
Nipple Tassels: -2 on Will Checks, inflicts 1 stage of Breast Expansion each day, requires DC 15 Will Check to remove, roll for Nipple corruption upon removal
Lust Inducing Outfit (Royal Servant): -2 to all stats and disadvantage on Will Checks. Requires DC 15 Will Check to remove
Corruptions:
Expanded Ass (3/3): -1 on Speed Checks. Will lose 1 Purity Point from Ass-related orgasms

Dinky Doo:
Purity: 1/3
Will: -20*
Strength: +3*
Defence: -2*
Speed: +5*
Magic: +2*
Items:
None
Corruptions:
Hypnosis: -1 on Will Checks, Only Cozy Glow can bring character to orgasm
Monster Transformation (Abomination): +2 on Strength Checks, -2 on Defence and Speed Checks, -3 on Will Checks, requires two full reformation gems to revert
Expanded Breasts (Q cup): -11 on Speed Checks
Multiple Nipples: -1 on Will Checks and Disadvantage on all rolls
Expanded Nipples: -2 on Defence and Will Checks
Lactation (2/3): Disadvantage on Will Checks
Multiple Limbs (16 legs total): +16 on Speed Checks, -16 on Will Checks

Permanent Corruption Status:
Flurry Heart: Expanded Breasts (E), Lactation (1/3)
Sugar Silhouette: Expanded Ass (1/3)
Dinky Doo: Hypnosis, Monster Transformation (Abonimation), Expanded Breasts (Q), Multiple Limbs, Multiple Nipples, Expanded Nipples, Lactation (2/3)

Holy hell, it's FINALLY done.

So yeah, the scope of this chapter very quickly escalated once I realised just how much I had planned out. I was tempted for a while to separate them into more chapters for each individual, but that'd take even longer and I've already sub-divided this chapter into three parts, so I didn't want to do that again.

And so we must sadly say farewell to Button Mash and Sugar Silhouette, fallen like Bonbon before them. Each had their moments; both helped save the rest of the party from the flesh tree/beacon in Hollow Shades, and Sugar even dealt the killing blow to Alraune. But now both have fallen, though that doesn't mean we've seen the last of them. And Spike, like Dinky, is now nothing more than a prisoner, so expect him to have little to do with potentially advancing the plot... for now.
Surprisingly it was Button and Sugar's parts I found the most difficult find motivation to slog through, especially Button's. I held off on writing Sugar's part last in fear of the same thing happening, but not to the same degree. I'm not sure why, even in the orgy scene, it was tricky getting through Button's portion of the story. Yet the dream sequence restoring Sweetie Belle's sanity and Spike's scene were done relatively quickly. Oh well.

Still no votes, saving those for the final part of chapter 25. But hopefully you'll join me both then, and for the upcoming Meanwhile... chapter; Battle of the Crystal Empire. Been excited to get to this part.

As always, thank you for reading (and your patience in waiting), and I hope to see you in the next chapter.