The Draining

by LuckyLooper

Rating: mature
Tags: Profanity, Princess Celestia, Zecora, Anthro, Main 6, Porn, My Little Pony: Friendship is Magic, Fetish, Spike, Other, Sex
Length: 25418

After a spell mishap with Twilight and Starlight, a magical plague gradually drains the intelligence of the citizens of Ponyville.

After Twilight and Starlight attempt to create an intelligence growth spell from scratch, they unwittingly unleash a magical plague upon Ponyville which gradually saps its victims of intelligence, morphing their bodies in the process. The only one with any sort of resistance is Spike, but how long until he too succumbs to it?

The main fetishes include: Brain drain, bimbofication, ass, cock, and breast expansion, feminization, and more! Fetishes unique to each chapter will be posted in the chapter titles.

All characters are 18+.

This was a commission for https://www.fimfiction.net/user/18679/hypnoshadow

Published 2021-07-10 18:30:00 UTC
Last updated 2023-08-29 00:49:05 UTC

Chapter 1: Big Bang [Lactation, Fusion]

The town of Ponyville was peaceful, and with no outward threats or any obligations towards the school, with it being summer vacation, it was time to take care of business. Pinkie got back to helping the Cakes at Sugarcube Corner, Rainbow Dash had just gotten home from a tour with the Wonderbolts, Applejack was on the farm, Rarity was in her boutique, and Fluttershy was tending to the animals. They all planned to meet up at the Castle of Friendship for dinner and a chat while they could, but until that would happen, there would be plenty of time for Twilight and Starlight to get to work on a proposed experimental spell: an intelligence enhancement spell that would allow someone to retain and gather as much data as possible. Similar spells were tried, but they almost always resulted in burnout after a certain amount of time. It was like a medicine rather than a full-on enhancement. Now, they intended to fix that and make another name for themselves.

They asked Spike to stay out of the castle just in case an incident were to occur, so he would spend his time relaxing under a nearby tree and reading some new comics he had special ordered from Dragon Town. The tranquility was nice. No hectic battles, no life problems that any of them had to solve, just a nice day where they could relax and do things that they wanted to do. As he read, his mind would slowly take in this peace and, with a slight stretch of his wings, he slowly closed his eyes, resting the comic book on his head.

Back in the castle, the two mares were hard at work, pushing their magic to its limits as they were surrounded by a magic field. They held each other’s hands, concentrating on their magic. “I don’t know Twi…” Starlight muttered as her horn glowed. “I think if we pushed the power a bit more, you could get a sharper effect.”

“No, Starlight…!” Twilight retorted, trying to keep her emotions in check so as not to disrupt the balance of their combined spells weaving together very slowly. “If we push too hard, the balance of the spell will burn us out and we could be out of commission for the rest of the summer…!”

“I’m just saying, spellweaving like this is going to take longer than we have time for if we’re going to make it in time to get the dinner ready, we might stand to put a bit more juice and hurry it up.” Twilight struggled to come up with an argument, but thanks to the spell taking up her brain power, she couldn’t think of one. “I-I suppose you’re correct…” She muttered, squirming as she took a slow breath. “O-Okay, We’ll speed things up, but only a little bit, okay? Just a bit of power…”

Nodding, Starlight took a breath and ever so carefully, their horns glowed brighter as they put more and more juice into the spell. The spell between them glowed brighter as well, their spell weaving picking up speed. At first Starlight gave a smirk, confident that her assumption was correct. Then, she saw that the spell was getting faster. And faster. And fast enough that it was starting to become concerning to the both of them. All of a sudden, the spell was spinning about like a ball rolling down a mountain and pulling them closer. Both of them tried pulling back, but it was no use. “W-What’s happening???” Twilight shouted in fear, her hands grabbing her horn to try and cancel the spell somehow, with Starlight doing the same and yelling back, “I-I don’t know! I-It shouldn’t have happened like this!!!”

They tried pushing away, but the only thing that would occur was that their bodies would push closer and closer together until soon, their muzzles were inches apart. Before Starlight could say anything, they kissed.

~~~

Back outside, Spike was fast asleep, halfway through a copy of Power Ponies when he heard the sound of a boom. It shook the ground underneath him enough that it caused him to hover above the air. Luckily, his wings caught him, flapping in the air as he looked around in a panic. Something like that wasn’t just some phenomenon, especially when he was kicked out of the castle for a “private experiment” between the two. Grabbing his comic book, he flew back as fast as he could, bursting through the doors to see that the whole place was covered in odd sparkles. These seemed very similar to the remains of the spells that they would cast, but it was never so big that it would cover the whole castle. No sign of the girls either. “Twilight?” He called out, flying slowly. “Starlight?” No response from either of them. “Are either of you there? … Are you alive?” Again, there was nothing, causing Spike to worry. He looked through every room of the castle, and all he could find were more sparkles. Finally, he went to the map room, the last room on the checklist and opened it up. “Please tell me you both are here-WOAH!!”

Almost immediately as he had opened the door, he nearly closed it out of shock. After taking a quick moment to recollect himself, he looked back. Sure enough, he had found… Something. What stood before him was a mare unlike anything he’d seen outside of those special magazines that Big Mac hid under his mattress. Soft puffy lips, tiny waist, a massive set of tits and an equally big ass, all wrapped up in a slutty schoolgirl outfit. However, if he squinted closely, he could see the Cutie Mark and color, a mix of purples which blended in such a way that it could only be one… Well, two people. Rubbing his eyes to make sure the sparkles weren’t altering his vision, he gawked.

“T-Twilight… Starlight… Is that… You two…?” The mare simply blinked and looked around, clearly disoriented before falling back a bit and finally letting out a scream. “W-What happened to m-... Us??? I- I mean we look… W-We look like a slut!!”

“I-I mean, you don’t look that bad…” Spike muttered as he looked his fuzed friends up and down while their back was turned. As TwiStar hyperventilated, Spike grabbed her by the shoulders and shook her. “Get a hold of yourselves!” He shouted as he shook, finally stopping to look down. “Look, there was a bit of a magical mishap, so why don’t we try and reverse it?”

“Y-You don’t get it, Spike! This was a combination of spells that can’t be easily untangled! Ohhh, this is, like, sooo bad!” She blinked, realizing what she just said. “Like, what’s with the like? W-Why am I totes feeling weird?” She gripped her head. “F-Feel… Dizzy…”

“W-What’s going on??” Spike said in concern, but rather than answer, TwiStar’s eyes widened as finally ,they realized what might be the cause. They strutted over to some papers, tests that they would take in order to test their intelligence, and stared with a quill in hand for a long while. After no response for quite some time, she gasped in shock. “I’m like, not getting smarter! I’m getting dumberer!” She shouted, gripping her long, flowing hair as she realized how much dumber she was getting.

“A-Alright, calm down,” Spike said reassuringly, trying to keep the fusion from freaking out anymore. “Now just take a breath. Is there anyone who could possibly help this?”

“U-Uhhhh… Oh, like, Princess Celestia! She’s super smart, she can help!”

Spike raised an eyebrow but shrugged, grabbing a quill and parchment and beginning to compose a letter to their princesses, informing them of the mishap before rolling it up and sending it out via smoke. It wouldn’t take long before they sent a reply, which Spike read out.

Spike,

I am sorry to hear about the events that had occurred between Twilight and Starlight. Magical mishaps are often common when it comes to dealing with spell creation, and oftentimes, this can result in permanent changes. Normally, the only remedy of this would be to attempt to untangle the spells and decast them before the intelligence drain became permanent. However, as Luna has just informed me that Zebrikans had actually developed a remedy for any manner of magical mishaps, and if I recall, you both have a friend by the name of Zecora who will likely know this recipe. I suggest moving post haste before the effects could become permanent.

Sincerely,

Princess Celestia + Princess Luna

Spike sighed as he rolled up the letter. Sure enough… He thought. Their ultimate solution is to point us to someone else and ask THEM for help instead.

TwiStar however was ecstatic, clapping her hands and bouncing up and down, making Spike have to look away to try and avoid getting an erection. “Goodie goodie! We gotta go over to Zeezee’s right now!” She blinked and stomped her foot. “Agh!! G-Gotta get a hold of myself…!”

Spike held out his hands and stopped his friend(s) from going insane. “Look, no worries. I’ll go and talk to Zecora. We might need to cancel the dinner because who knows how long it’ll take, but we can reschedule for tomorrow. Here, let me just…” He grabbed more parchment and began to write down more letters, one for each of Twilight’s friends telling them that the dinner was cancelled and not to come by because of the potential that the magic was still lingering (although, he wasn’t too worried about that being a thing. He was mostly aiming to keep TwiStar’s feelings in check). After rolling them up, he blew his fire and sent them out to the right recipients with a smile. He then turned back to TwiStar and gave a thumbs up. “You just stay here and rest while I take care of things. You can trust me.” For quite a while, Spike always felt like he was causing more problems than starting them, but in this instance, he felt like he was taking control. His friends needed him, and he didn’t want to mess that up.

TwiStar stared at Spike while covering her face, running over to him and hugging him tight between her E-Cup breasts. “Ohhh Spikeeey!” She shouted while sniffling. “W-What would I do without yooou…?!?”

Spike squirmed between the tits, blushing hard as he was cuddled mercilessly. “T-Twi… C-Can’t breathe…”

“Oh!” She said, letting go with a blush and a giggle while rubbing the back of her head. “Oopsie!”

Sighing and picking himself up, he walked out of the map room and right into the bathroom, locking the door as he found that underneath his pants was a throbbing cock. Sighing, he whipped it out and began to stroke it, closing his eyes as he recalled the sensation of the tits on his face again. He moaned as his clawed hand moved back and forth on his throbbing rod, panting and slowly moving his hips along with it. After a few minutes, he gave one more thrust in his hand, shooting cum all over the floor with a long moan. Panting, he stared at the splatter for a good while as he slowly recollected himself. He tucked his dick back into his pants and cleaned up the mess with some tissues, tossing them in the small bin before flying out of the castle. Little did he realize that after cumming, his figure tightened up ever so slightly…

~~~

The trip to the Everfree Forest was a bit of a trek, but nowhere near as terrifying as it was back when they first moved in, especially now that there were dedicated trails. The whole way as he flew, people complained to Spike about leaving sparkles on them, which he didn’t have the mind to listen to. His mind was focused on one thing: Getting that cure. He flapped his wings with vigor, diving into the thick wooded area and imitating the poses in his comics the whole way. He even did a hard superhero landing right in front of Zecora’s hut before kicking his legs out and wiggling his arms from the numbness.

“Ow ow ow…” He muttered to himself. “How do they do it so easy…?”

Sighing, he quickly knocked onto the door, looking back and forth as the sounds of the forest filled the air. After a few minutes, Zecora opened the door, looking at Spike with a nod. “Oh dear Spike, what troubles you? Your face displays a worried view.”

“Zecora, we have a problem,” Spike walked into the hut, leaving a trail of sparkles. “Twilight and Starlight were trying to make some new spell to make them smarter or something, and then there was this big explosion and now the two of them are fused together into some…” He tried to stop himself from saying sexy, blushing and shaking his head. “A-Anyways, not only are they fused into one now, but they’re losing their smarts and if we don’t help them, she could be dumb forever!” He panted and tried to collect himself, Zecora nodding along to everything. “P-Princess Luna said that you might know some kinda potion that might be able to turn off any kind of spell backfire…”

Nodding once again, Zecora placed her cauldron in the middle of the room, setting some wood under it and pouring water into it. “It is true we Zebras have such a brew, but to make it is not an easy thing to do. Many ingredients are needed of which I am out, so to forage I must take a dangerous route.”

“I can go out to forage for you!” Spike said, saluting her. “Just tell me what I need to get and I’ll grab it all as quickly as I can!”

Smiling at the dragon’s confidence, she quickly opened up a book, flipping through pages and writing down notes on each of the ingredients, and finally handed him a rather lengthy list. “Take the eastern trail through the darkest path, and be prepared once you return to take a long, hard bath.” She chuckled. “Before you go and forage, I ask that you take aim, and give my cauldrons tinder a renewing flame.”

Nodding, Spike blew his flame breath down onto the wood, causing it to crackle and roar, slowly heating up the water in the pot. With that, he waved and ran out. “See you Zecora! I’ll be back in a bit!”

As Spike left, Zecora turned to the brew and began to gather the items she did have and one by one, slip them into the pot before slowly stirring it. What a fine young man, as dependable as a rock, she thought as she stirred. I really hope to one day see his cock~

She blinked at the thought, scratching her head. W-What compelled me to have such a thought, and why am I all of a sudden feeling so… H-Hot…? She stared into the cauldron as she continued to stir in a clockwise motion, her focus being pulled towards that as her body tingled. She could see sparkles come from the brew, floating up at her and keeping her distracted as, gradually, the changes began to occur. Her chest began to feel tight as, ever so slightly, her breasts grew and pressed against the fabric off her top. She squirmed in place as she adjusted it with one hand, but never looked away, sweat dripping from her head into the pot, causing tiny ripples across the endless swill pushing her deeper and deeper in.

Just have to focus and stir the pot… She thought. Can’t get um… Distracted…? S-Something else… Her mind felt like it was moving in molasses, her mental power trying to remember the ingredients she wrote down while coming up with rhymes only to end up going nowhere. A-A flower from a creepvine… T-The leaves of a Fillispire… N-Nectar from… Uhhhh… She rubbed her head as it ached from all the thinking, not realizing that her ass was also pushing against her loincloth and stretching it out. Neither her tits and ass would stop growing, as she took in the sparkling fumes which gradually wiped bit after bit of her mental power.

“T-The water in the pot is so pretty…” She muttered as she stirred. “A-And the fumes are starting to make me feel silly…” She smiled at herself in the swirling reflection, waving to it as the stirring stopped. “Hi, me!” She giggled as she took a deep breath, more sparkles filling up her brain. As she did so, a new sensation washed over her body, a heat which radiated from between her legs. She slowly removed the spoon and looked at it, licking her lips before sliding it between her legs and grinding her pussy against it. She moaned, humping her spoon as she leaned forward, her top struggling to hold on any longer before finally snapping off, falling into the pot while her tits bounced up and down before settling down to a soft jiggle.

“Oopsie! My boobies, like, totally fell out!” She said, looking down at them before seeing her reflection, noticing that her lips were getting puffy as well. Great for cock sucking… Something in the back of her mind told her and of which she was in no position to disagree, only nodding and giggled. Her hair also grew longer, finally falling from her usual mohawk style and going down past her shoulders. She would’ve begun to twirl her now long, flowing locks, but both hands quickly became occupied, one still using the spoon as a makeshift grinding pole, and the other firmly grasping on one of her new tits. She squeezed and fondled her newly expanded breast, staring in her reflection and breathing in deep as the sparkling steam slowly filled the room. Her tongue hung out, a strand of sparkling drool sliding down into the pot and dripping into its contents. Then, as she pinched her nipple and gave it a tug, she felt something shoot out, causing her to moan.

“W-What was… That?...” She moaned as she panted, looking down at her breast to see it leaking a white, glittering substance into the pot, making the brew change color from a sickly green to a sparkling pink. Gasping, she bounced her massive mammaries up and down. “My boobies can make milk!” She shouted, giggling the whole time. She bent over again, squeezing her tits and tugging at her nipples more and more and causing glittery milk to spray out into the pot, the bubbles from the boiling brew shooting up even more twinkling clouds into her face and making her brain feel sparkly. She giggled and drooled, spraying more milk and dripping more drool as she took puff after puff before the feeling of her now fat, wobbling butt caused a disturbance in her balance, causing her to fall back, dropping her spoon in the process.

“Ahh!” She yelped, tits bouncing up and down as she blinked slowly. Something didn’t feel right. It was like she was forgetting something… She blinked and looked down at her body. It had to do with this, that was for sure, but what could it have been? Then, the burning in her loins reminded her of what was missing for her. “Oh, like I totally forgot!” She exclaimed. “I gots to masturbate lots today! How silly of me!” She giggled and slowly slid her fingers into her wet snatch, sliding them in and out and moaning as she popped a tit into her mouth and began to suckle. The sensation was immense, causing her eyes to roll up and spray cum all over the floor after just a few seconds. And yet, she wouldn’t stop fingering herself, and she wouldn’t stop suckling her own milk…

~~~

Spike dodged around the vines that swung at him, blowing fire over and over to try and push the plant monster back. It would only sort of work, as it would flinch before charging again. Seeing no easy way out, he quickly ducked behind a tree, hiding and holding his breath in hopes of not being spotted. Peeking around the corner, he saw that the beast was searching around, hunting for its scaley prey. Spike could see the object that he needed, a purple flower with a red stem. He bit his lip and looked at the bag of ingredients he had already. He couldn’t risk losing them by continuing the chase, especially with him throwing fire around like an arsonist. He looked up at some branches. A plan formed into his head. A stupid plan that had a high chance of failure, but a plan nonetheless.

Nodding to himself before flying up as quietly as he could and tying the bag to the tree. That done, he carefully walked onto the branches towards the monster, waiting for the opportune moment for him to strike. After much waiting, the monster crawled its way to the tree, standing just above Spike’s position. With a gulp and a prayer, he leapt into the air and dive bombed straight down, the sound of his wings alerting the creature, who looked up and roared loudly. Spike kept diving, dodging each vine tentacle that tried to snag at his body. He approached the flower at the center of its gaping mouth at higher and higher speeds, squinting hard until…

SNAP!!!

The beast’s mouth snapped tight, trapping Spike within the flowery tomb as it gave a sinister grin. Then, it stopped, almost looking a tad confused. All of a sudden, smoke poured from the crevices of its mouth. Then, in a rush of movement, it opened its mouth wide, unleashing a torrent of green flame and dashing around the swamps in a panic before diving face first into the water, steam coming off of its mouth before passing out. From the limp body of the creature, Spike’s hand emerged from the swamp water, clutching the flower in his hand. Soon, his body emerged with it, coughing loudly as he crawled back up to the surface and spat out the water.

“Agh… T-Talk about a mud bath…” He sputtered as he rubbed his face clean of the muck. As he did so, he found himself looking down, spotting a vague reflection of himself in the dirty water. It was hard to tell, but with the right angle, the ripples almost gave him a thinner, more feminine physique. Laughing a little at the funhouse mirror-like properties of the water, he struck a pose, putting one hand on his hip and the other on the back of his head. He could see the scales on the top of his head looking longer, the top tilting to the side like hair and giggled. “Talk about weird,” he said with a smirk, grabbing the flower in his hand and sauntering over to the tree, not noticing he was swaying his now wider hips with a bit more emphasis.

After reorienting himself, he found the tree he hid the ingredients in and flew up to it, untying the bag and dumping the flower in. “Alright, let’s see…” He pulled out the list and went through the checked items, checking the flower off the list. With one final scan through the list, he gave a confident nod. “Yep! That’s the last of everything!” He looked up at the sky, seeing how much the sun moved which caused his eyes to widen. “Oh jeez, that took way longer than I thought!” He quickly looked around for the path back, trying to remember which way he came before finally deciding on a path and flying down it.

Unfortunately for the drake, he would take quite a few wrong turns, leading him back to the beginning before finally, after a few hours, he came across Zecora’s tree hut. However, right from the outset, something seemed off. Right from the outset, the windows and the cracks of the door were leaking steam. This would have been fine, a sign that Zecora was cooking that remedy extra hard, but the thing that threw that idea out the window was what sounded like a groan. With wide eyes, he rushed to the door, swinging the door open.

“Zecora, are you o-” was as far as he could get before he was hit hard in the face with steam, coughing a lot and trying to use his wings to blow the clouds away. The groaning would only get louder as the door opened, and through the sparkling fog, he’d see a form lying on the ground. Covering his mouth as best as he could with one arm, he moved closer, holding out his free hand to make sure he didn’t run into anything. “Z-Zecora, I’m here to get you out, come on!”

Then all of a sudden, his clawed hand grabbed something soft, and that groan of pain soon sounded a lot more like a moan. He blinked, looking down and as the fog parted, he saw what Zecora’s problem was. Much like TwiStar, her body had become a sexual parody of itself, a massive ass which he sat upon, huge wobbling tits, long locks of hair which crawled down her back, and a sopping wet cunt which her fingers were dug into. The only difference between the two bodywise was that her tits, which were way bigger, were leaking an absurd amount of milk.’’

“Z-Zecora???” he exclaimed in shock. “W-What happened to you???”

Zecora popped her tit out of her mouth and giggled. “Liiike… ZeeZee hornee… Me wan’ dick!”

“H-Huh??”

“ZeeZee wan’ dickdick!” Her eyes locked onto the bulge in Spike’s pants, which got bigger as he stared down at the sexy zebra woman. Before he could react, she pulled his pants down and was promptly smacked by his enlarged cock. Noticing the size change, he blinked and gripped it.

“W-Wait… How did it get this-Ahhh!” He didn’t have time to think about that as Zecora latched herself onto the tip, bobbing her head back and forth and sucking on it hard. Spike cocked his head back, moaning loudly as he felt her get further down his rod with every motion. He panted softly, his hips moving in sync with her bobbing and his moans filling the hut. He reached his hands forward, grabbing her by the hair and moving faster, which Zecora responded by matching the speed. Soon, she put the tip of her snout to his stomach, her throat tightening which prompted him to groan and give one final thrust. With it, his balls tightened and a massive amount of cum flew down her throat and into her stomach, causing a slight bulge.

After a few moments of thrusting forward, he finally pulled out, falling on his back and panting slowly. His mind was spinning, trying to focus and get back up to leave. However, Zecora had other plans, quickly recovering and crawling onto his lap. “Me hornee! Zee Zee puss need cocky!” She shouted in her high pitched voice. She pushed her butt down, grinding it up and down on Spike’s cock and bringing it back to full mast as he moaned softly. He wanted to resist, to say anything, but once again, Zecora was faster, and lifted her ass in the air before dropping her pussy down onto his cock, causing them both to moan loudly.

“Haaah… Z-Zecora…” Spike panted as he thrusted up into her pussy. “Y-You’re so tiiight…” Zecora didn’t respond, only mindlessly bouncing on his dick over and over, Spike matching her speed and rhythm as he reached out and grabbed her ass. He squeezed the cheeks and kneaded them, making Zecora squeal and moan louder. She, in turn, responded by leaning down and shoving a tit into her mouth. At first, he was shocked and tried to spit it out, but after a couple failed attempts, milk poured into his mouth, causing his brain to spark and begin suckling on it. The sheer amount of milk that he consumed caused his body to react, and his hips began to thrust with greater strength, making him moan louder and slam his hips into her, slapping his nuts on her ass and making it jiggle harder.

“Ahhhhn~ Spiiikiiiie~ Gimme lotsa cuuuuummmyyyyyy!” Zecora cried out as she sprayed her pussy juices all over, leaving a big puddle. Spike, with tit still in mouth, would grab her and bounce her ass on his cock, feeling it twitch and throb as he got closer and closer to climax.

“Yes yes yes… Ahhhhhhhh~” With one final thrust, he poured his seed into her, causing her to cry out in pleasure and arch her back as a flood of cum rushed right into her womb. He finally collapsed as Zecora slid off his cock, drooling on herself, milk leaking off the side of his face as he tried to keep his mind under control. “G-Gotta… Get up…” He groaned, slowly pushing himself up and noticing something very wrong. His cock was still very much erect and it wasn’t showing any signs of softening. To top it off, it had clearly grown a few inches since the sex, and his balls felt larger and heavier, going from plum sized to apple sized in a matter of minutes.

To top it off, Zecora wasn’t out either. It had only been a few seconds, and she was already back on her feet, or rather on her side, one leg spread up in the air and showing her dripping pussy to the dragon with a lustful expression. “Spiiiikiiiie…” She called out, licking her lips. “Zee Zee need more cum cum! Gimme now!” Her ditzy giggles filled the air, mixing with the magical steam around them. He wanted to say no. He wanted to run out as fast as he could and get out. But if he did, he might lose the antidote. Plus, she looked so sexy… He bit his lip, gulping slowly as he slowly moved over to her, not noticing that his waist had tightened up, and his muscled physique had become leaner and more slender…

Chapter 2: Dolly Dash [Gang Bang]

Rainbow Dash was returning from Cloudsdale with her bag in tow. She had just gotten back from a big tour with the Wonderbolts, and she was working hard, so hard that she was finally looking forward to being with her friends. However, as she flew back to her house, she saw a letter in her mailbox, among other things, with some very familiar sparkles on it. Taking her mail inside, she started with the letter from Twilight, eyes scanning the sparkling parchment before groaning at the news.

“Are you kidding me, guys?” She said to herself, tossing the note on the bed. “I just got here!” Sighing, she decided to look through the rest of the mail. There were some residual payments for her previous tours, some fan mail, some coupons, and strangest of all, a magazine with a very done-up mare in a feminine dress and makeup. Attached to it was a card of some sort, reading:

Hello owner of the following residence,

We at the Cosmarepolitan noticed that you had not received an issue before and wanted to offer you a free issue along with an easy-to-fill-out form to send to us! Simply write your name and check the box on the card and give it to your local post mare! Your address and our office are already on the card! We hope you enjoy your free issue of Cosmarepolitan!

Rainbow rolled her eyes. It was a free sample of a dumb magazine for mares like Rarity, the very feminine ones who obsess over makeup and hair and dresses and their bodies. A tough, badass mare like her didn’t need any of that. She tossed the magazine aside, lying back on her bed and looking up at the fan mail. Smiling as she read through them, each one giving her pride in her accomplishments and that she was inspiring more and more pegasi to get out there and fly hard. Then, she read through one in particular.

Rainbow Dash,

Hope things are going well for ya, brah! I just wanted to say that I think you’re the coolest, baddest chick around! You kick all sorts of major butt out there! I mean, sure, you kinda look like a stallion, but it’s not a big deal when you’re the fastest of the Wonderbolts! Anyways, here’s some bits, I hope you make good use of them!

Forever hanging loose,

Cloud Surfer

She didn’t know why, but for some reason, this letter bugged her. She wasn’t one to be uncomfortable with her lack of femininity, but she didn’t think that she looked like a full-on stallion! She angrily crumpled up the letter and threw it at the wall, letting the bits packed away to stay on the bed. Standing up, she paced back and forth with her arms crossed.

“Stupid jerk… So what if I don’t have Pinkie’s boobs or Applejack’s butt or Rarity’s… Face! I’m still sexy! In my own way!” She gripped her face. “Aaaagh, why did I say it like that??? I shouldn’t even care! I’m a Wonderbolt, not some kind of fashion model!!” And yet, as she turned to the mirror, she couldn’t help but see what Cloud Surfer was getting at. She did have a very… Well, not manly, but not a feminine form. It was athletic, but with her hairstyle and her frank lack of grace, she could easily be seen as a stallion in the wrong light. The binding sports bra didn’t help either, but it was hardly holding anything back but B-cup breasts. Taking it off and looking at her topless form, she couldn’t help but feel a small sense of envy for her more endowed friends, which at this rate was everyone. Even though Applejack was about her size chest-wise, she made up for it with a decent ass. With a sigh of defeat, she came to the sobering conclusion that she was the ugly friend of their group.

She collapsed onto her bed in defeat, groaning to herself as she felt the deflating sense of her realization hitting her. She really couldn’t alter her genetics to be more girly, that would require some kind of magic, and well, Twilight wasn’t really able to do that. Not to mention the thought of asking her to do that would be humiliating. That was when she slowly gazed upon the discarded magazine. She let out an exasperated sigh. “Am I really going to…?” she muttered to herself before closing her eyes and grabbing the magazine quickly, looking at the cover once more. Like before, it was a well-dressed, very feminine mare in a sparkling dress with a seductive smile. Huffing a bit, she looked through the cover’s articles, wondering if any were worth her time until one caught her attention:

Tame your Inner Tomboy! 5 Surprising Secrets to help you go from Tomboy Trash to Fabulous Fash!

She raised an eyebrow. It was like this magazine was designed to fix a problem that was started by that letter. It almost warranted suspicion and made her check to see if that Cloud Surfer guy’s name was on the magazine. When no such name was around, she reasoned that it was just some kind of coincidence. These things can happen. Shrugging, she flipped through the pages, skipping to the article she wanted and looking through it. The beginning was just some fluff piece about the writer who apparently used to be a tomboy herself, but what really caused Rainbow to double take in shock were the before and after pictures. Before, she looked like a punk, even more butch and manly than even Rainbow. In the after image, she was in a beautiful dress, hair done up nicely and with a complexion that tied everything together. She looked like someone who Rarity would spend time with, or someone she’d meet in Canterlot! “M-Maybe…” She said to herself, reading a bit more. “Maybe this could actually do something for me.” She nodded at the magazine. “J-Just for today. Just to see…” With that, she went to the first step…

~~~

Rainbow Dash looked up at the sign to the salon, hiding behind a hoodie. For some reason, it was always useful in hiding her identity, and that was what she needed in order to complete the first step. She looked back at the magazine and read it quietly. “Step 1… Treat yourself to something feminine, like a shopping spree or a trip to the spa. Show yourself beyond the layer of tomboy activities that you usually do.”

Gulping, she looked through the window, hoping no one she knew was in. Thankfully, it looked like it was a light day, and no queue was up. With bated breath, she zipped in, speedily lowering the curtains around the lobby before dropping the hood.

“Ah, Miss Rainbow Dash,” Lotus spoke in her usual accent. “I am surprised to see you, your usual indulgent hooficure is not for another few days.”

She shook her head. “I-I’m not here for that. Well, not just that…” She shuffled in place nervously, the twin mares looking at her with confusion before she spoke up. “I… I wanna be… More girly and junk. I-I’d like the full-on beauty treatment…”

A mutual gasp escaped the two. “Miss Dash, this is most unlike you,” Aloe said. “Is there any reason you have decided to-”

“L-Look, are you gonna do it or not??” She snapped back, already feeling regret about the decision. However, as she did so, Lotus spotted the magazine in her hand and immediately recognized it. She smiled and approached her. “Ah yes, you are reading Cosmarepolitan, yes? I have read this article too. If you are liking, we can get steps one through three done~”

Dash’s eyes widened, shocked at their reaction. “W-What, are you serious?”

Aloe nodded with her. “Of course! And if you are liking, if you are not liking this, you don’t have to pay a bit!”

She blushed and rubbed the back of her head, about to reconsider before both mares grabbed her arms and pulled her deeper into the spa. Her eyes would shrink down to pinpricks, trying to resist until eventually she found her way into one of the changing rooms and was given a fancy, soft and pink robe. “Just put away all of your things and we can begin step one.” With that, they closed the door behind her, leaving her to change out of her clothes. She slowly stripped herself down, taking her sweatpants and hoodie off followed by her bra and panties. It was then that she spotted herself in the mirror again, seeing her toned physique and gulping as she slowly assumed a few poses that she saw in the magazine. She’d start with her hands on her hips, then a hand on her head and on her hip, then finally, putting both hands over her head, tilting her body ever so slightly, trying to accentuate the natural curves of her body that she lacked. Soon, a part of her head thought. A knock came at the door, snapping her out of her concentration.

“Miss Dash, are you ready?”

“U-Uhh, just a minute!” She called out, grabbing the much fluffier and girlier robe and slipping it on. She stopped for a moment to let the soft fabric cover her body. It was almost like a cloud covering her, making her blush as she hugged her body for a moment before shaking her head and walking out. Lotus met her with a smile and took her hand, guiding her into the next room. “We have closed the shop for a little bit while we perform your full beautification routine. We know you are very nervous and wish to give you total privacy while we bring out your inner beauty. Now, let us begin with the usual.”

They sat her down in a chair, with Lotus grabbing a file and working the nails on her hand while Aloe took her hooves and began to give them a deep massage. This always caused tingles to spread across Rainbow’s body and she bit her lip and smiled a little, as today, the feeling of getting her hooves massaged felt even better. She lied back, looking up at the ceiling as she let out the occasional squeak in pleasure as she closed her eyes. She saw herself on a beach in a two-piece bikini, breasts almost as big as her head as she was tended to by some faceless stallions in loincloths. They fanned her, gave her drinks, and of course, rubbed her hooves. So lost in the fantasy she was that she let out a soft moan, forgetting that she was still in the room. She quickly snapped out of it with red cheeks, looking at the two who smiled at her warmly.

“Do not worry about us, Miss Dash. We are here to help you with finding your true beauty. Simply lie back and enjoy yourself.”

She nodded a bit, closing her eyes again as she smiled to herself. It felt nice to receive this kind of treatment, allowing herself to indulge in things her ego wouldn’t allow her to do before. After a dip in an exfoliating bath and a mud mask, they would then move on to the full body massage, and thankfully Bulk Biceps was not in today.

“Oh, him? He is out of town for week,” They’d clarify as they got the massage oil and slowly applied it across her body. “Visiting family in Cloudsdale I believe.”

She nodded slowly as she lay down on the table, feeling four sets of hands expertly navigate her body better than she knew herself. She felt like her soul was ascending as she had every inch of her. The whole time she was massaged, she once again indulged in a fantasy involving her and an especially handsome stallion on a bed, surrounded by candles and covered in rose petals. She never had these feelings before, but then again, she never indulged in such things before, and it was so good, she didn’t hear Aloe’s mention of her body glitter.

In truth, Dash’s body was sparkling with magic as the two massaged her, and as they did so, their eyes would be glued to her body, the shiny magic residue working its way onto them as well. As this happened, all three of their bodies would slowly undergo a change. The pair would find Rainbow’s athletic physique gradually softened in their hands, every massage weakening the hard muscle until it matched their bodies in muscle mass to soft fat. Inch by inch, they’d soften up her body, and as they did so, it would all pour into two places: Her breasts and her ass. Gradually, they would grow in volume, her ass jiggling more and more at the slightest movement while she shifted in place as her tits went from B to C, jumping to DD and finally stopping just short of F cup.

The twins as well would also go through the same transformation, but way easier than Rainbow, taking mere moments where Rainbow took at least a few minutes. However, when she would open her eyes, the sparkles in her eyes slowly entranced her, and her mind told her that she was always like this. She blinked, confused a little before she looked at the twins and smiled.

“That was really good… What next?”

“Next, I am doing step two, giving you a wonderful application of makeup…” Lotus motioned to herself before motioning to Aloe, her voice now more sultry and accent slightly thicker. “And Aloe will be doing step three, where she will give you beautiful hairstyle to help show your uniqueness. She has one picked out.”

She nodded and completely forgetting her robe, she followed the spa owners to the next area, a salon where they would sit her down and begin their next two processes. Lotus would take out a big makeup kit, easily the size of one of Rarity’s bags, and would go through the foundations to find the right color while Aloe would begin by brushing the still damp hair of Dash, going long and slow with each stroke. She sighed in content and watched herself in the mirror as the former tomboy was actually starting to resemble a mare. And yet, the changes wouldn’t stop. With each stroke of the brush, her hair inched a bit longer, going from her shoulders to her back and then lower and lower. While this happened, the foundation was placed on her face, giving her a softer complexion as she applied it. She paid attention, wanting to learn this for herself in case she wanted to try it at home, but so focused she was, she didn’t notice her own face becoming soft and smooth, with the application of lipstick giving her actually full, plump lips.

The sparkles quickly retconned the changes in her mind, telling her that everything was fine. She was beautiful, and that was what she wanted. She smiled and nodded to herself slightly as Aloe took a curler to her hair and tail, giving them a bouncier look to them. However, as she moved the curler around, it began to glow and sparkle and when she would move the curler down, it would act like it was removing the color off her hair, replacing the rainbow with a pastel, slightly pinkish variety.

Again, no one would notice the difference, and by the end of the whole exchange, Rainbow was admiring herself in the mirror, striking more feminine poses with a happy, if slightly vacant smile. She turned to the twins. “I feel sooo much better!” she exclaimed cheerily, spinning in place and letting out a giggle that was very out of place for her. The twins giggled with her, clapping as she spun and saw the sparkles sprinkle off her and shower them. Their eyes would go vacant as Lotus spoke up.

“Now you, like, have to get new outfit! That’s step 4! And then...” She paused and scratched her head, trying to remember what the last step was. However, Rainbow Dash shrugged and gave the two a tight hug. “I’ll go to Rarity’s! She’s gotta have something! Thank you both soooo much!” She practically skipped her way out, feeling like a whole new mare before going to the changing room naked. And as she left, the two just stared, feeling like something was wrong…

“Wait, did we, like, charge her for treatment?”

“... We charge people to make them sexy?”

~~~

Rainbow’s sunny attitude was soured somewhat when she remembered what she came to the spa in, but she had no other choice than to slip into it for now. No reason to show her new look now, she thought. Not until I look perfect, and that includes a perfect outfit! She headed to Rarity’s boutique, but instead of her usual swift powerwalk, she moved with a saunter and a sway of her hips. This caught the attention of the stallions and even a few mares, none of whom knew who was behind the hood but were so enthralled by her hips and tits, they weren’t too bothered by it, and she was showered in stares and whistles. The feeling of the attention filled Dash with the same kind of pride as when she was performing, except with way less effort! This caused one thought in the back of her head. Why was I so focused on flying…?

When she arrived at the boutique, the place looked empty through the windows. Rainbow tilted her head, deciding to try the door. It opened with no effort. “Weird,” she muttered as she entered the building. Looking around, it was like Rarity just got up and left. This was enough to unnerve Dash a bit, snapping her from her bubbly attitude. “Rarity? You in?” She called out. No response. This is getting pretty spooky… She gulped and looked around, sorting through the dresses to get her mind off of the emptiness. For some reason, the thought of being caught like this was… Bad. Why was it bad? She liked this new look, right?

All those worries went out the window the moment she found what she was looking for: a low-cut, pink dress covered in sequins that shimmered with every little movement. It caught her eye and popped and she needed to try it. To top it off, nearby were a pair of pink heels that looked to be just her hoof size. Snatching the dress and heels, she strutted over to a nearby changing room, throwing her sweatpants and hoodie onto the ground and letting her naked form be exposed. She closed the changing room door behind her, feeling the dress hug her every curve just perfectly, as if the dress was made for her. She never felt happier wearing an outfit like this. Even her gala dress was blown out of the water by this shimmering piece of fashion art.

When she exited, she posed for herself in a vanity mirror and smiled wide with a giggle. She loved this new look. Softer body, softer face, perfect makeup, cuter mane and tail, and now a sexy dress! She was just one step away from being perfect! All she had to do was…

She blinked, her smile slowly fading to a look of confusion as she scratched her head. Now she had to… What was step five? Did the Spa Sisters even tell her? She huffed and pouted, stomping her foot lightly and tightening her grip into fists. “Ohhh, those, like, total airheads!” she exclaimed, stomping out of the boutique. She couldn’t believe it! She was so close to finding her true, beautiful, fashionable self, and she tripped on the last hurdle! She didn’t even have her magazine on her…

As she walked through Ponyville, sunken from her failure to be fash, she soon passed by another stallion, and for the first time, a pony caught her eye in a very attractive way. She eyed him up and down, noticing his chiseled features and especially, the bulge in his ill-fitting pants. The mere sight had sent her pussy into full wet mode, and she could have sworn that her pupils turned to hearts. Grinning wide, her mind suddenly remembered what step five was.

Step 5: Get all of the dick that she needed to feel pretty.

Giggling in excitement, she practically skipped over to the stallion, her hair and tits bouncing in sync as she got in front of him. She saw his amazing physique up close and practically fell down to her knees. She was so entranced that she lost the words to say! She didn’t know how to attract a stallion, especially one as sexy as him! As she felt the panic start to set in, her brain slowly came in. She needed to just let go of that pink lump between her ears and just be true… Say what she meant down there… Between her legs…

“Uhhh, you need something, doll?”

“Hehehe, Dashie needs a dick~”

His eyes widened as she leaned in, showing plenty of cleavage, which prompted a thick bulge to form, before speaking again. “Dashie needs cock now~” She turned around and stuck her ass out, pressing it against his bulge and rubbing it up and down. The stallion didn’t know why, but something about the situation made him feel… Weird. Horny, yes, but something more. He felt this weird tingle in his brain and the more Dash was grinding on her ass, the more he just wanted to…

“Fuck…” He grunted, thrusting against his cock. “Gotta… Gotta fuck…” His toned body hardened with every thrust. His loose fitting pants began to gett tighter as his bulge grew. He began to flex his body more and more, muscles getting stronger. He was slowly developing the body of a sex god as his mind was sanded down to that of a sex machine. In a sudden thrust, his pants burst open, his hard cock landing right between the bimbo doll’s cheeks.

Rainbow Dolly gasped and squealed in pure joy at the catch she had gotten, clenching her fat cheeks together to stroke his cock. The sounds of his grunts and moans made her dripping wet, and that in turn made her giggle. After some teasing, the himbo had enough, and grabbing her ass and squeezing it, he would cram his growing dick into her moist snatch. Rainbow Dolly cried out in pleasure as she arched her back. Her tongue hung out of her mouth as she bounced on his throbbing member. Their moans echoed out, catching the attention of those passing by, and those who heard went to see what that weird moaning was. When they witness the act of public sex before them, they were shocked for a bit, but the more they stared, the hornier they got. The hornier they got, the more their bodies slowly morphed into sexual parodies of their bodies.

However, Dolly didn’t care about any of that. She was focused on the cock her ass was bouncing on at the moment, and it was an amazing cock. It stretched her pussy wide, hitting all her spots with every thrust and making her moan and squeal like the girly sissy doll she had always been. Her tits popped out of her dress and bounced around for everyone to see as mares jumped stallions for their cocks. Every so often, Rainbow would squirt all over her stud’s crotch, but even then, he wouldn’t stop pumping into her. She could only slump with her tongue hanging out as she was slammed.

Soon, she found a stiff cock slide into her drooping mouth, which caused her to jolt up in surprise. Looking up, she saw the abs of a hot, hunky stallion which made her shiver and let out a muffled moan as he used her mouth and tight throat like his own personal fleshlight. Her hands trembled as she lightly took hold of his hips for a bit of leverage, but it was no use. The himbo’d stallions had full control of the situation, and they were going to make use of it. Their thrusts synced up with each other pretty quickly, sending pleasure straight to Rainbow’s brain. Every pulse made her brain get simpler and more dim, slowly wiping away the years of athletic training and ambition to join the Wonderbolts and replacing her focus to pleasuring hot, big-dicked stallions.

Even still, a distant glimmer in the back of her mind was screaming for a way out. She wanted to be free and escape while she could, to be Rainbow Dash. Come on! Her ever fading subconscious shouted as she watched herself getting fucked on both ends. J-Just because it feels really good getting fucked like this… I-It doesn’t mean you should stay some dumb bimbo doll! Push them off! Break free! That was when her peripheral vision caught sight of two stallions approaching her on both sides, their stiff cocks slowly approaching her sides. She very gradually reached out and took hold of them, stroking them with each thrust in her body.

She couldn’t believe it. She was in pure cock heaven. All her mind could think about was stroking and getting her holes filled. Even her inner self panted as she saw herself slowly morphing into what her body was becoming. N-No… her mind said defiantly as she came for the fifth time. C-Can’t let the… Y-Yummy feelings take over… Mmmmm… Her mind’s room warped and shifted before her inner self’s very eyes. Posters of Wonderbolts became pinups of hunky stallions. Her workout equipment turned into a makeup station. The light blues and whites of the room shifted to many different shades of pink. Her sports magazines changed to fashion magazines, the same kind that put her in this. And that was when a vanity mirror appeared before the mental version of Rainbow Dash, revealing that she was wearing girly bimbo makeup. Eye shadow, mascara, sparkling pink lipstick, blush, it was all there.

N-No no no! Her inner self shouted as she tried wiping the makeup off to no avail, looking at her hands to see a perfect manicure. She panicked as her toned muscles slowly softened. Her sporty outfit slowly turned pink as she breathed fast, feeling a tightness in her chest before a massive set of tits shot out, stretching her top to its limits. Her hands shot to her shoulder’s sides in panic, assuming a girlish position as she watched her top turn pink and shiny. Her ass churned slowly, making Dash stick her ass out as it swelled to an obscene size. Seeing it in the mirror as her short shorts slowly became a shimmering pink to match her top, she couldn’t help but give it a few bounces with a giggle. She covered her mouth.

I-I’m not a bimbo! I don’t giggle! She thought. B-But then again… Bimbos do giggle… But I’m not one! R-Right? She slowly stared at herself. She looked like one… She slowly put her fingers to rub herself, letting out moans as she stared at her changing mind. She was in a bimbofying mind, and rather than fight anymore… She was masturbating. Did that mean…?

That was when her mind detected something. A throbbing in her mouth, pussy and hands. The stallions were going to cum. They were going to cum and fill her dumb bimbo brains and pussy with their seed, and all she could do was masturbate harder. I’m… I’m Rainbow… Rainbow, something… She couldn’t remember. What was the other part of her name? She spotted a number of dolls in the corner, perfect bimbo dolls. Her smile widened as she edged closer to her final big orgasm. I’m Rainbow Dolly! P-Please fill my head with that hunky stallion seed!

The pumping got harder and faster as the stallions moved closer and closer to climax, Rainbow Dolly responding by stroking the studs to her sides faster in hopes of being drenched. The stallions shifted in place, moving Dolly back a bit as the original stallion that started this orgy sat back on the ground, hoisting her legs up. Soon, she found herself being bounced on a cock with her other studs rapidly slamming her from all angles. Her mind started going blank before finally, with one final thrust, all four came in unison. Her throat and pussy filled with hot, salty cum while her body, from her hair to her perfect doll tits, got doused all over. Her eyes rolled up as she convulsed, arching her back and leaning against the stallion behind her. It swept her so quickly, it was like the cum shot into her brain and left her with a mind and womb sloshing with cum. All that was the Wonderbolt Rainbow Dash was finally gone. Only the bimbo doll known as Rainbow Dolly remained.

As they pulled out, they dropped their sex doll on the ground, leaving her to drip the cum out all over the ground. She panted softly, drooling out cum as she tried recovering from the savage fucking she had received. That was when she heard hoofsteps coming towards her. She slowly looked up. In her sights were four more stallions, nice and prepped from the orgy that had been happening around her and that she had failed to notice. Their bodies glistened with sweat and their cocks with juices and cum. Just the sight of them made her drool. She wanted them. She wanted more. She slowly sat back seductively. “Like, come and fuck Rainbow Dolly’s perfect pussy~! It’s suuuuper yummy and hungry for your cock~”

She let out a giggle as she was lifted up by two of them, their cocks rising and aiming for her pussy and ass before dropping her down which caused her to moan and squeal in delight. She took hold of the other two cocks and began stroking, sucking on one before swapping to the other and back. It was good to be a doll.

Author's Note

Why was this late?

Internships, college, and family business.

Chapter 4: Cowlestia and Full Moona [Breast and Ass Expansion, Lactation]

Celestia had read the note that was written to her by her former student. It was a most distressing situation indeed. A spell that had backfired so hard that it caused some sort of blast? Who knows how far it could have spread. It might have been beyond Ponyville itself, perhaps to other towns, maybe to the edges of Equestria itself!

She took a deep breath. She needed to focus and remain calm. It did not help her to be another panicked mare. She was one of the leaders of this nation, one who had worked alone for a thousand moons. There was no reason for her to get so worked up, especially when she had the council of her sister now.

However, as she walked through the hallways, clutching the piece of paper in her hands, she couldn’t help but wonder why such events hadn’t appeared within her dreams. Normally, she could predict such disastrous events in her dreams, but there was nothing of this kind of thing. Perhaps it wasn’t as bad as they determined?

She knocked on the door to her sister’s room which earned her a simple “Who is it??”

“Sister, there’s something I need to discuss with you.”

The door slowly opened to reveal Luna sitting on her bed, her eyes focused on a screen across from it and her hands on a controller. There was a look of determination in her eyes as she leaned in, which only caused Celestia resignation and mild irritation. With one final moment, the screen flashed and Luna threw her controller back while cheering in victory. “Hahaha! Take that DaringDearest99!”

“Ahem.”

Luna turned to look at her sister, her arms crossed as a disapproving mother would a misbehaving child. She could only roll her eyes and slowly lean back against the bed. “Oh please, sister. As if you haven’t had satisfaction laying waste to your enemies like this.”

“No, I do not,” She approached her while holding the letter. “Unlike you, I have some level of intelligence and forethought to avoid physical action unless absolutely necessary.”

“Oh, continue to stand atop your throne and declare yourself the queen of morality,” She rolled her eyes. “To what do I owe the pleasure of your arrival.”

“There is a… Situation that I need your opinion on. Something has happened with Princess Twilight, and I need something in order to fix their current predicament.”

Luna’s face became serious. “Their?”

“Here, read this.” The sun princess handed the sparkle-coated letter over to her sister, who read through it intently. She rubbed her chin slowly and handed it back.

“That is indeed troubling. However, I believe there may be a solution. In order to fix such mishaps, one would need to detangle the spells. It can either be done via magic or potions.”

“But we cannot go there,” Celestia intervened. “Who knows if the magic is still present.”

“Correct. However, if they are lucky, it is only Ponyville that is affected. That leaves the Everfree Forest, and their Zebrikan friend.”

Celestia’s eyes widened in surprise. “Zecora?”

Luna nodded. “The Zebras had dealt with magical incantations themselves, believe it not. There is actually a sect that can perform magical rituals. The Brewer Sect is one who has mastered a concoction that can reverse the maladies. They can then hand out the potions and fix the town. Simple.”

Tia looked at her sister with wide eyes and a wider smile. She leaped onto her and hugged her tight.

“S-Sister!” Luna squeaked as she returned the hug. “This is most inappropriate! Cease this overt display of affection!”

“Never!” Celestia snapped back. “Not until I show you how much I appreciate you!”

After a tight hug and a few well-placed cheek kisses, Luna finally managed to escape the grip of her loving sister. Celestia only giggled before standing up. She grabbed some paper and a quill before quickly writing down everything that Luna had said. It would surely be useful information that could save Ponyville.

When she completed and sent it off, she let out a sigh of relief. “Well… If we are lucky, this will all be over by the end of the day. I’ll keep an eye out for anything that may be out of the ordinary and awaiting a response. You will be here, I suppose?”

“Why of course, dear sister,” She chuckled as she grabbed her controller. “After all, there are those who still doubt their princess’s capabilities in the battlefield.”

“Luna, it’s a video game.”

Luna glared at her sun-controlling sister. “Just let me have this, okay?”

Celestia would roll her eyes and chuckle as she left her sister’s room, walking off as she looked around. What felt like a severe worry for her now seemed like nothing more than a minor error that will resolve itself at this point. Sure, it seemed like Ponyville was going to go through an unprecedented amount of magical misadventures, but with this letter, there was hope that everything would be resolved.

What hadn’t been resolved was the growling of her stomach. She looked down at her stomach and blushed with a giggle. A princess cannot rule on an empty stomach, she thought with a smile, walking to the kitchen with the intent to find a meal suitable for her mammoth appetite. As she entered, her nose immediately caught a whiff of something tantalizingly sweet. She looked around until she found it: a tall, white triple-decker cake, colors decorating the sides of it.

Her mouth watered as she stared at every layer. Just from the sights and smells, she could tell that every layer was made unique with a different cake. One layer was pink, one black, and one white. A Neopolitan delicacy to be sure, but what did each one taste like? A small taste could be the only way to determine it. She cut a sliver of the bottom layer, sliding it out and taking a nibble.

“Mmmm…” She moaned. “Vanilla butter… The moistness is divine and the buttercream icing is just perfect~” She chewed the piece slowly, savoring every bit of the flavor and texture as it danced on her tongue. It was so good, she swore that she could feel her nipples become perky and her breasts tingle just from one little bite.

When she finished that sliver, she turned her eyes to the second layer. The exterior had a similar white frosting much like the first layer, but with chocolate shavings decorating the outside and cherries lining the top edges. Cutting a big enough sliver that she could get a cherry in, she popped it in her mouth.

“Mmmm, black forest~!” She exclaimed, chewing the cherry. “The cherry and filling aren’t too overwhelming, and dances in perfect harmony with the chocolate cake… Ohhh, the beauty~” She savored every bite with a giddy smile, shaking her hips from side to side. The whole time, her ass tingled and gently swelled against her dress. However, this was barely noticeable to the princess of the sun.

As she swallowed the last piece, her eyes focused on the last layer. The very top, a light pink frosted cake that seemed as simple as the bottom layer. She gripped her knife and licked it clean, a predatory look in her eye. She raised the knife up and brought it down onto the cake. Once she cut a small piece, she popped it into her mouth. Her eyes widened.

“This… Flavor… Strawberry cake… Banana mousse… Shooooo gooood~!”

She ran in place, squealing like a schoolgirl as she finished it. It was by far the cake that she loved the most. Just the taste alone was giving her tingles across her brain, hitting her dopamine receptors as a reward for sneaking a little bit of it.

Celestia wondered what this cake was going toward. There were a lot of functions that the castle held, as it was quite a large place. It was likely very important, and she should leave well enough alone. That was her more rational mind. Then, another part of her brain hit, and she tapped her chin with the knife.

Then again… I am the princess… Who’s going to stop me if I… Indulge a bit? She thought to herself. She could hardly find any problems with that logic. She gave a melodious giggle, holding the knife as she stepped closer and closer to the cake…

~~~

Luna scowled as she fiddled with her controller. Ever since her sister came in and smothered her with affection, she hadn’t been focusing right. Now, the same people she could effortlessly stomp with ease seemed to have gotten better. Maybe she was just off her game. After all, hearing about Ponyville’s situation put her off of her game for a bit.

“Pardon me, everyone. I may need to hop off for a bit. Some news has been troubling me.”

“Oh? Was it that you found out I did your mom?”

“Hahahaha, very funny. Just remember who can make you dream of your parents having sex every day for the rest of your life.” On that note, she left the server and took off her headset. She needed to calm down.

Going to her bathroom, she splashed some cold water on her face. She continued trying to figure out what she could do in order to improve her gaming. The better question was just how she was going to reorient herself back to focus on her games. The root of the problem was likely being worried about the others. The Ponyville situation was important, but they already sent out a solution. There wasn’t much that she could do. After some time, the best solution she could come up with was yoga.

She grabbed a mat from under her bed and rolled it onto the floor. With a quick check for dust and dirt, she slowly got on it.

“Okay… First, sun salutation…”

She reached her hands up to the sky, taking a deep breath as her heartbeat began to slow. A wave of calm slowly moved from the top of her head all the way down as she bent low and touched her toes. When she did this, her ass began to tingle with calm.

Just slowly relax… Empty your mind… No need to worry about anything else…

Her nostrils flared as she took as breathed more. She got one step at a time as she assumed a pushup position then arched her back in to look up at the ceiling.

I am a calm lake… A gentle stream… A tender breeze…

She felt her chest begin to tingle as she stretched, a smile spreading across her face. She could feel herself becoming more tranquil as she stretched and assumed poses. Once she had counted to 10, she began to perform her moves in reverse. Her movements were slow, but she wanted to make sure that she got every move correctly.

All this time, the tingles hit her mind as well as her body, as some of the distraction that was the Ponyville situation seemed to float away. It was still on her mind, but she wasn’t as worried as she thought it was. On top of this, her sports bra became just a little bit tighter, and her yoga pants a little bit snugger.

It was all negligible, however. Her mind was too at peace to notice the little details like that. Once she finished three instances of the sun salutation, she slowly looked at herself in the mirror with confidence. “Okay… Just a few more, and I think that we’ll be ready to get back in the game. Maybe try downward dog.”

As she slowly went back on all fours, her yoga pants again stretched out just a bit. Luna didn’t care though. All her mind seemed to focus on was emptying her mind of all distractions. Then, she could game at her leisure.

~~~

Celestia licked her lips as she ate more and more of the cake. What was supposed to be a slice or two of each layer had become her eating more than half of each layer. And yet, she didn’t stop. Sure, her chest felt heavier, and her hips pressed against her dress a bit, but that wouldn’t stop her from enjoying the incredible delicacy that had been calling out to her.

What would eventually deter her as she finished another chunk was the growing thirst filling her mouth. Despite the moistness of the cake, she still needed to wash it all down with something. Her mind struggled to think of what could be best. Something… Something creamy… And white… I drink lots of… Her brain considered as she stared up at the pretty sparkles. Blinking slowly, it finally came to her.

“Milk! Like… Why didn’t I think of that sooner?”

Her inflection went unnoticed as she attempted to walk to the fridge. It seemed the cake caused quite the sudden distribution of softness focused heavily on her ass and tits. From the sudden movement, she stumbled back a bit before catching herself. She tried again, this time moving slower.

“Man, walkin’ on two feet’s like… Sooo hard now~” She giggled to herself as she took one step at a time. Pretty soon, she was at the fridge, opening it up to find a large container full of milk. She grabbed it with a smile and returned to her cake. Her breasts bounced up and down, her dress on the verge of ripping. Not that it mattered as she grabbed one more slice of vanilla and took a bite, her breasts swelling and a soft rip echoing out.

“Huh… Wonder what that was…” She mused as she opened the container. She quickly downed a few gulps before her eyes widened. Even the milk, although seemingly normal, had a sweetness and creaminess about it that made it stand out from normal milk. She quickly chugged down more, only stopping to smack her lips clean as she started to spill it. She looked down at her swollen chest, noticing two small wet spots on her tits.

“Weird… Musta spilled more than I thought…” She muttered, reaching down to rub them a bit. She moaned as she felt her nipples perking up against the dress. It felt like they were about to cut through and leave them exposed for the world to see. The thought alone made Celestia hot and need to take another gulp of milk. She gave her nipple a light pinch and let out a moan. She hadn’t even noticed that something flew out of her nipple. Her mind was too focused on the pleasure that she was getting from the whole thing. She moved to the corner of the table, grinding her crotch against the corner. As she ate cake in one hand and drank milk in the other, all that seemed to matter was that burning in her pussy. It was overpowering, making her thoughts focused on filling that need rather than actually doing anything else.

As she humped the corner faster, she dropped the items in her hands. She felt so close, riding closer and closer to the edge until…

“MMMOOOOHHHHHHHH~”

Juices sprayed onto the table as she finally achieved orgasm. Her back arched and her tongue hung out. How long had it been before she had been in such a state. Her mind felt fried, her vision duller save for the pretty sparkles ahead. She saw the cake on the ground and blinked at it. Getting on all fours, she slowly ate it off the ground. Her massive breasts pressed against the tiles while she got low to eat it.

Eat cake… Must eat… Boobs heavy… Full of milk… Must get help… Milking…

~~~

Luna had sighed in frustration. She thought that when she would finish doing her yoga stretches, she’d be able to focus on her game. For a time, it helped. However, the pain in her head when she tried to think of complex flanking strategies led to her getting headaches, losing concentration, and losing the match at the end of it all.

In order for her to fully relax and try again, she decided to not only do stretches but also do some quick workouts. Stretches and yoga helped, but they only did so much. Now, she added crunches and push-ups. When that wasn’t enough, she did bridges and squats. Each time, she added some extra workouts in order to “improve her reaction time”. That was the excuse, at least. The real question was “Why was she doing it in front of the webcam with others watching?”

Whatever the case may be, she was certainly benefitting from her many losses. Her body went from a soft and squishy gamer to one of someone who worked out on the regular. Which was odd, as she wasn’t particularly athletic, to begin with. Her soft, flat stomach started to show a definition of ab muscles, her arms became a bit tougher, and her ass and tits were getting big and toned. She admired herself in the mirror as she decided to do several poses. She giggled, winking as she groped her chest.

“Wow! This ‘work out when you lose’ thing is really working out~!” She said, her voice more bubbly and her tone more informal. “I wonder which of my mags I got it from…” She inspected the magazines one by one. “PC Neighmer… Soneigh Magazine… Gamares Monthly?” She blinked in confusion. “Do I get this?” She tried to recall if she bought this or not, but thinking about it hurt her head. Rather than trying to decipher the puzzle, she instead fell back on her bed and read it.

The actual articles themselves were total fluff pieces, stuff so devoid of content that just reading them made Luna feel dumber. The things that did catch her eye were the ads and the photos in the articles. The photos were of the sexiest gamer mares she’d ever seen. Posing in lurid fashion, in shorts and bras themed like video games she loved, it made her feel hot.

Her hand hovered over her crotch, gently rubbing the crotch of her navy blue-and-pink yoga pants she had decided to put on. Just watching these sexy mares made her wonder what they would look like in action.

“Th-These dirty … Lusty bodies… I bet they masturbate so many times a day…” She muttered as she slid her hands down her pants. “W-Who am I kidding… They fuck… They fuck so much…” She rubbed her pussy back and forth, fingers already slick.

“Mmmm… Bouncing on cocks and licking pussy… Ohhhhh, the dream…” She licked her lips as she rubbed a bit faster. “W-What I wouldn’t give for these ladies in my bed…~ W-We’d be, like…” She paused, trying to think of what to say. “Fucking… All the tiiiime…~”

Her back arched as she moaned aloud, wanting more and more of that tasty feeling building up. Oh poo, she thought. These fingers aren’t, like, gonna be enough… If only I had-

Sparkles danced in front of her face as her memory drew a blank. This kept on happening, even if she didn’t know it yet. Every time it did happen, she found herself thinking a bit harder. Little did she notice until now that there was the object she sought nearby: a large horsecock dildo.

Spotting it nearby, she squealed and bounced up and down. “Like, wow! How could I forget my favorite toy! I’m totes a dumb gym bunny~” She knocked on her head and stuck her tongue out. As she set the dildo down on the floor, she hummed. Her simple mind tried its best in order to figure out how to fuck it. She tried just squatting but found her yoga pants were in the way.

“Ugh, duuuuh! I’m, like, such a bimbo!” She said with an upward inflection before slowly stripping herself of her yoga pants. It was difficult with her shoes on, but she managed it. That done, she hovered over the dildo, pussy dripping onto it before slowly squatting down. The tip struggled for a brief moment before it pushed its way in, making Luna moan loudly. Her back arched in pleasure as she squatted up and down on the rubber appendage, feeling every inch penetrate her with every low squat only to feel empty when she rose up.

Luna squatted over and over, trying her best to get deep on it. She lost count of how many times she had done it, not that she knew how to count higher than 10 anymore. All that was on her mind was her one goal, the goal she had even before she felt the urge to be a gym bunny gamer: get a bigger butt than her sister.

“Bigger… Booty… Than… Tia… Bigger… Booty… Than… Tia…” She repeated with each squat. She giggled at the thought of her flaunting her full moons around, Celestia pouting as she admits defeat to her soon-to-be amazing dump-truck ass. Yeah! Just you wait, sis~ I’m gonna, like, totally beat ya!

A knock came at the door, and given that the door was ajar, it slowly opened up. A royal guard called out. “Princess, is everything-?” He didn’t get to finish. Instead, he bore witness to Luna’s room. What was once a night-themed room had now become a bright pink room decorated in gamer porn paraphernalia. Posters of various male and female video game characters in perverted positions, sex toys scattered across the floor, and the Princess of the Night herself, squatting on a fake phallus as she started forward and muttered to herself. He felt the crotch in his armor get tighter at the sight of her fat ass, and sparkles danced in his face. The guard dropped his armor and began to stroke, his mouth hanging open.

“Private!” The sounds of his commanding officer called out from the hall. “What in Equestria is going on with you?? Do you need to be co-co… cooohhhhh…” As soon as the officer turned to see what had been distracting him, her eyes locked onto Luna’s anal squats. The jiggling caught her eye, and the sparkles danced. Slowly, she dropped her lower armor and began to rub her pussy…

~~~

When the Princesses became a couple of hours late for their appointed duties, a search party had been called out to find them. Foul play had been suspected, but when a team of four guardsponies walked into the kitchen, they found their princess on all fours, breasts swollen and heavy with milk. She grazed on the cake lying on the floor like a cow. Every so often, she’d let out a long, slow moo. It was no doubt an embarrassing sight for the princess, had she been able to comprehend such things.

And it made the guards rock hard.

Sparkles flew across their vision as they stared at their leader, a fat-titted cow, and felt their bulges tighten their pants up. Had armor not been there to cover it, they might have ripped a hole in it. The head of the search party smirked as he approached Celestia.

“Well, well… Looks like someone couldn’t resist stuffing her face.” He smirked and adjusted his armor. “And you called me lazy and undisciplined. Well, now we’ll see who’s the top dog.” Grabbing some rope and the cuffs the guards used for restraining intruders, he fashioned a little device that would keep Celestia up in the air. As she was forced onto her feet, she immediately slumped forward, the weight of her breasts making her do so.

“Alright… Boys, get over here!” He motioned to the other three troops to follow but held a hand out to stop the smallest one. “Not you, Private. You’re on Watch duty.”

“What??” The cadet huffed. “But why??”

“Cause we said! Now watch for us or get cockslapped!” the burliest of the four shouted before dropping his pants, his boner practically flying out. The cadet huffed and waited by the door, keeping an eye and ear out for anyone who could stop them. However, he would also have a jealous eye focused on the three who stripped down and pushed their cocks in her pussy, ass, and mouth.

Their rhythm was synchronous, slamming in and out of each hole with the vigor that portrayed Equestrian soldiers. Their bodies thrust as they used Cowlestia like a cocksleeve. The whole time they were fucking, their eyes would sparkle and their bodies began to build in defining muscle and cock length.

“Heheh, what a tight hole this cow is, hey boss?” The burliest of them said, his voice gruffer and dumber sounding.

“Heheh, fuck yeah…” The officer responded, looking at the soldier slamming into her ass. “How’s that ass? Good, yeah?”

“Shut up…” was all that he uttered, putting full motion into his movements. “Fuckin’...”

The three would agree to shut up and just fuck the shit out of Cowlestia. They went at it over and over, dumping one load, switching holes, and fucking again. Cowlestia, for her part, came so hard her breasts sprayed milk onto the floor. All the cadet could do was watch with envy, his already thin body getting more feminine as his hips pushed against the armor.

Before long, every single hole was filled, and they dropped her down. “Fuck, that was good…” The now himbo captain muttered. He looked down at the floor with slight disgust but then tasted some milk that got on his finger. It was good. Very good. So good that just a bit was getting more vigor in his dick. He needed to find a new pussy soon.

Spotting the rapidly feminizing cadet, he grabbed a bucket of large glass bottles. “Fill ‘em up. We’ll be back for more.” With that, they took their leave. The femboy soldier pouted before walking over to Cowlestia. He wanted a turn first, but now her holes were filled with cum. Now he had to milk her, which he did very tenderly. Each nipple was placed in a body as he squeezed her tits and made milk rain down into the containers. Cowlestia reared her head back.

“Mooooooohhhhh~”

The cadet blushed as he kept doing his job. The flesh was so milky and soft, and Cowlestia, even filled with cum, looked so sexy… He couldn’t take it. He needed something, especially with his boner hitting his armor. He stripped down, revealing an impressive length matching his manlier counterparts. Immediately, he pushed his cock between her tits and squeezed them on it. He moaned and fucked her tits hard.

“O-Ohhhh, Cowlestia…” He gasped out in a high, slutty voice. “Your tiddies are so… O-Ohhh…~” He thrust faster and faster as the cow mare mooed. Her eyes were glazed over and dull, drooling cum on her tits. He found it so hot that as soon as he felt close, he shoved the tip into her mouth. She immediately latched on and began to suckle. With one cry of passion, he dumped his load in her, cum spraying down onto her breasts.

He panted for a while, recovering. He decided to sip some of the milk that fell into the bucket and immediately felt his horny vigor rise and his muscles build. He still needed to fill the bottles, but a bit of a break wouldn’t hurt…

~~~

Meanwhile, a line had formed in Full Moona’s room. Many had heard that she was giving free buttjobs and anal sex and came to see if it was true. Sure enough, it was. Moona had gotten back to her games, having figured out why she was doing so badly. She wasn’t fucking! So, in order to be a “totes better gamer”, as she put it, she was offering anal sex for anyone.

However, an odd occurrence continued to happen. A majority of those in her room watching her play was either bimbo gym bunny gamers like Full Moona or weak, submissive femboys with big dicks getting dominated by those gym bunnies. It was an odd occurrence, but as a buff soldier stepped up, he crossed his arms and smirked. “Alright, Moona. Let’s fuck.”

“Like, one sec~” Full Moona responded. When she finished the next round, she lifted her enormous ass up. This revealed a femboy who was dragged away into the bunny pile. She motioned him to sit, and he did so. He grabbed a hold of her ass kneading it as he prepared to take command. However, Moona would not give him the satisfaction of dominance.

She immediately hoisted herself up and dropped on his cock, making him moan. Despite her ass being used so much, she was able to tighten her butt and easily bounce on it. He groaned and tried thrusting, but Full Moona slammed her ass down and pushed him back in place.

Every time he tried to dominate, she pushed back. It was hot as hell, but he found it annoying. Finally, she clenched hard, causing him to groan and cum hard. He came harder than he had with Cowlestia! For being bitchy, he thought. She’s a good fuck.

He continued this a few more times, each one draining his balls. What he failed to notice, however, was what happened with each subsequent climax. His muscles would lose definition, his body would lose some height, and his physical features would take on a more feminine tone. Not to mention, he was starting to feel tired. Really tired. He nudged her fat ass. “H-Hey… I wanna get out…”

No response.

“H-Hey, did you hear me?? I want out!”

He saw that she had pink headphones with cat ears in them. Giving a weak effeminate growl, he tried reaching out to it. That was when he noticed how slender and soft his arms had become. He gasped and tried to escape, but the vastness of Full Moona’s rear enveloped him, meaning no one could see as she sat on his cock, and him in the process. He’d stop struggling but didn’t stop cumming.

When the match was over, she slowly lifted her ass up to reveal the former officer, now another femboy just like the rest of the soldiers. He panted tiredly, looking up at the ceiling. He barely got a moment’s rest before two pairs of arms dragged him away.

“W-What’s going on??” His voice cried out, girly and weak. He saw two gym bunny bimbos smiling down at him, licking their lips.

“Time for our workout~,” They said in unison. Before the officer could object, one sat on the face while the other took position on their cock. They bounced up and down on him, moaning as they used him as a sexy piece of gym equipment. As his mind faded into pure pleasure, the last thoughts in his mind were simple.

Thirsty… Milk…

Chapter 5: Spiked! Interlewd 1

Spike bolted through the woods, looking down at himself with a great haste. He was still unaware that his thin, fit figure was slowly developing and becoming a bit tighter and shift, as he had become tunnel visioned to find a way to fix his friends. The only pony he could turn to when Twilight was out of commission was Zecora. He swiftly moved through the thicket, leaving a small trail of pink sparkles behind as he moved down the forest trail. He ignored the spooky yellow eyes in the shadows, the distant growls, and the thick foliage as he arrived at a tree hut in the middle of a dense clearing. With no time to waste, he knocked on the door.

After a bit of time, the door opened, revealing Zecora dressed in a small, green dress that always showed off her ample hips. Upon seeing the dragon, she smiled and bowed. “Spike, it is quite lovely to see you. Would Twilight happen to be here too?”

Spike shook his head, breathing quickly. “Zecora, things are bad. There was a big bang after Twilight and Starlight used some kind of magic spell and now they’re fuzed into one! You gotta help!”

“Hmmm…” Zecora leaned in, looking up and down as she took note of everything. “Perhaps the two were not the only ones affected. That backlash may be more powerful than expected…”

“Huh? What do you mean?”

“Have a seat while I determine the state of affairs. Patience, and we see what fruit this tree bears.” She took the clothing off of Spike, noticing that even his hips seemed wider and his cock was a bit large. She looked at it for a moment longer then turned to get to work.

Spike sat down and sighed as he watched Zecora preparing a potion in the cauldron. As she stirred the potion carefully, he saw that her back was turned to him, and her ass moved from side to side. She seemed solely focused on her work, but he was resisting the urge to just start masturbating. Even then, his cock began to slowly swell and get larger. The pink sparkles danced in front of his eyes and made it so hard to focus…

Meanwhile, Zecora checked the potion’s contents. It was just about ready. Next she tossed Spike’s shirt into the cauldron. A massive cloud of pink sparkles flew up, and for a moment, Spike’s attention was diverted away from stroking it. His eyes widened at the spectacle instead. “Woah… What are you doing?”

“I am simply gathering an understanding of the spell…” Zecora said as she stirred the cauldron. “With the aid of this potion, there’s much it can tell.”

“Cool… How long do we have to wait?”

“As I have said, patience is key,” Zecora held up a finger as she moved to toss the pants into the cauldron, producing another large cloud of sparkles. “Unless you’d like the spell to affect me.”

The thought of Zecora becoming a curvy, dumb slut caused his cock to leap up, hard and eager to slam into the zebra’s fat ass. Fortunately, he caught it within a split second and kept it down with a massive blush, hoping Zecora didn’t see that. In a second bout of fortune, Zecora was still inspecting his underwear to notice that he was holding back a throbbing boner.

Zecora seemed very focused on the sparkles clouding her vision. She blinked slowly as she rubbed her eyes. Her focus was all over the place, and her sense of smell seemed really… Strong all of a sudden. Her cheeks heated up as she cleared her throat.

“P-Pardon my lack of focus and tongue,” Zecora muttered as she turned towards a nearby door. “I must run some tests before we are done.”

“Wait, what do you-?”

SLAM!

Zecora rushed into the other room, leaving Spike by himself with his hard dick in his hand. Sighing in frustration, he looked down at his cock, still throbbing and yearning for some form of release. “You’re so much trouble…” He muttered as he took the cock in his hands and slowly stroked it. The feeling of finally being able to crank one out again was amazing. He leaned back, moaning softly as his hand moved up and down the length of his rod. The feeling of pleasure was arguably better than the masturbation he did before he left. He spread his legs, biting his lip as he stifled any noise. He couldn’t help but let out soft grunts, lifting himself up off the chair and thrusting into both of his hands. Soon, the noises coming from his mouth went from moans held in to gasps and heavy breaths. He could feel his cock pulsing, a little voice begging him to keep on going, to cum with all his might.

“Ngh… Godda… Fuggin… Cuuuum…~” He groaned out, blasting a load of sparkling jizz into the air before it landed into the cauldron. The moment it made contact with the contents inside, the brew quickly started to go from a glowing neon green to a sickeningly bright pink. To add to it, a massive blast of sparkles flew out and into the air, clinging to everything including Spike’s naked body.

Spike himself was still caught in the afterglow, his mind a haze of blissful energy as a dull smile was spread across his face. Once he finally took a hold of his surroundings, from the jizz trail to the sparkles everywhere, his smile quickly dropped into a nervous expression. “Whoops… H-Hope she doesn’t mind, heheheh…”

~

Inside Zecora's storage room, she was far from worried about what was happening in the other room. She was more focused on inspecting the dragon’s underwear on a more intimate level, by pressing them against her snout and huffing her brains away. The smell of the big jizz stain leaking from her pants was something she did her best to ignore, but soon, she couldn’t resist. She took a long deep huff, the smell making her eyes roll up from the tingles spreading through her body.

“O-Oh, goodness… Oh dear…” Zecora muttered, huffing at the underwear as her hand began to trace down her body. The smell of Spike’s cum stains was becoming too much for her, and the more she breathed in, the more she felt those urges. She did her best to keep quiet, sliding down the walls and onto the floor. A hand slowly moved at the crotch of her dress, rubbing at the front.

“M-Mmmmph…” Zecora uttered through closed lips. She did her best to stifle the moans, but her body was far from accepting of the resistance, her hips bucking upwards over and over. She could feel the stickiness of her juices start to seep into the fabric from the wetness of her crotch. Her mind saw no other alternative and slid her hand slowly into her dress before working her way to her pussy. She noticed in her haze of ecstasy that her body was far more sensitive than before. What could’ve caused this? A small, still-functional part of her mind thought while she began rubbing her wet pussy.

“Fhhhhck…” Zecora muttered into the underwear, her fingers quickly gliding across her crotch. She could feel the juices sliding down, and she couldn’t resist the urge to slide back and forth more. Soon, a couple of fingers made their way in and from there, the walls and the underwear was now the only thing keeping Spike from hearing those loud moans. Fortunately, it was right around that time that Spike was having a little fun time of his own, and wasn’t about to bother the zebra.

As she fingered herself, a dirty thought slowly filled Zecora’s mind, one that made her more aroused than ever. She debated on doing it, worried that she might compromise the evidence or cause the potion in the cauldron to backfire. All of those worries and concerns, however, were snuffed away as she moved the stain closer to her snout and slowly licked at it.

She could still taste the cum of the dragon on the undies, the stain plenty fresh. The taste and sensation alone was enough to make her squirt across her room, letting a squeal of pleasure escape as she gave a couple more licks. She was tempted to burst into the other room and start sucking off Spike right then and there. Her mind was nothing but perverted desires and the urge to fuck…

“Uhhh, Zecora? Still in there? Everything okay?”

The sound of knocking and Spike’s voice snapped Zecora out of her lustful haze, and the zebra realized what she was doing. With red cheeks, she hopped up and adjusted herself, trying her best to ignore the liquid on the floor before she stepped outside.

“F-Forgive me, Spike, I was lost in research…” She muttered as she moved towards the cauldron. “I still am unsure of the… Cure that we search…”

Wait… Did she just rhyme search with research…? Something was off about Zecora to Spike, who watched as the zebra staggered slightly while she moved over to the cauldron. “Ummm… Zecora, are you okay? You seem a bit off…”

“Hmmm?” She looked over at the dragon, blinking slightly. She looked him up and down a bit, her cheeks becoming pink before shaking her head. “R-Rest assured, Spike, I am just fine. My head is just a bit fuzzy and… Mmmm…” She wiggled a bit as she began stirring the cauldron again. “Divine…”

“Okay…” Spike muttered, watching nervously as pink fumes bubbled from the brew and up into the mare’s face. Zecora simply muttered under her breath and took the sparkly vapors in without regard to why the color had suddenly changed so drastically. It must be the effect of the clothes, that’s it… she thought while she stirred, the pink swirling into a sparkling spiral that seemed to pull her attention deeper and deeper down while the pretty-smelling gasses from the cauldron began to make her thoughts go numb. Just have to stir… Have to stir… Stir… Stir…

The whole time, she shook her ass from side to side, almost a subconscious action from her focusing entirely on stirring. The two orbs of soft, supple flesh bounced in Spike’s field of vision, exciting his cock once more. Again, he pushed it down between his legs, trying to keep it from getting too aroused, but even then, the way she seemed to shake her ass at him and the way it jiggled in his face was making it harder to resist than before. His mind became filled with the perverted desires of fucking her over the cauldron, sliding his cock inside of her and ramming her all day. The fantasies were making his mouth and his cock drool. However, he moved his hand up and slapped himself, his mind giving him a harsh pep talk.

Come on, Spike! Snap out of it! You weren’t this horny before! You need to get this cure and save everypony! Nevermind her slim, curvy frame and her big, round ass and her… Soft, thick thighs…

His mind’s resistance wasn’t lasting very long, leaning in to watch Zecora’s ass jiggle and bounce. The whole time, the mare started to feel her dress get tighter around her hips and chest, slowly reaching down and adjusting them. S-Strange… They fit right a moment ago… I will have to get a check once I drop these inside…

She held up the underwear she was playing with, admiring the looks of them for a long while. She didn’t want Spike to notice so she leaned in, taking another deep huff before she’d drop them in. This time, she got to feel the sensations of the cauldron’s fresh vapors sliding into her mind, causing her to wobble in place and giggle before dropping Spike’s underwear inside. Suddenly, the cauldron began to vibrate, the bubbles in the brew growing more violent as time passed while they unleashed far more sparkling vapors right into the shaman’s face which left her reeling in place. She staggered in place, her eyes derping before suddenly falling forward into the brew.

“Zecora-!”

BWOOOOOOOOSH!

Before Spike could grab the zebra out of the cauldron, the violent shaking caused the whole thing to burst out pink, sparkling smoke and dispersing splashes of potion all over the room. Spike did his best to dodge, but his legs got a good dousing in the attempt. Still, as Spike coughed and moved to the windows to open them, he looked back towards the cauldron.

“Z-Zecora-!” Spike coughed loudly before opening a window, unleashing the pink sparkles upon the forest. With every window opened, he moved towards where she last tripped. “A-Are you okay??”

The cauldron bubbled a bit before a figure popped out, completely covered in pink. Her whole body now took on a pinkish-white tinge with neon pink stripes in place of the black ones. Her mane and tail similarly got the same color treatment, along with becoming significantly longer and more flowing. Her mane had gone from the mohawk to flowing locks that went over her face. Had it not been for her shifting her head up, Spike wouldn’t be able to see the vacant expression with hearts in her eyes and her lips becoming pink and puffy. The biggest physical change was around her chest and rear, with her tits going up quite a few sizes and jiggling freely as she moved. Her hips widened to the point where her loincloth dress had snapped off by its golden rings, leaving her ass well and truly exposed.

Spike quickly tried to cover his eyes while still trying to move closer to her. “Zecora…? Are… Are you okay?”

The zebra blinked in a spaced out sort of way before focusing on the dragon before him, emitting dumb giggles. “Zee-zee feels, like, soooo gooder now! Brain and pussy’s, like, super tingly ‘n junk~!”

Ohhh crud… Spike thought as he looked around. “That’s… That’s okay! We can fix this! We can… Finish up the potion somehow! I just gotta… Gotta…” He started to space out as he followed the sparkles in the air, following them until his eyes came in contact with Zecora. She was attempting to get out of the cauldron on all fours, making her tits swing from side to side. The sight of her huge knockers caused an instant reaction from his cock, which sprang to life, long and hard before the bimbo zebra.

“G-Gah!” He panicked as he tried pushing it down. “S-Stop that! I need to… Calm down…!”

Despite the futile attempt at concealing it, Zecora wouldn’t stop staring at the throbbing tool in front of her. Her eyes had locked onto it, and the mouth on her head and between her legs drooled eagerly for a taste. She slowly approached, a wide smile forming.

“H-Hey!” Spike began to step back, his cock twitching in excitement. “B-Back off, Zecora!”

“But Zee-Zee neeeed dick!” Zecora whined, nuzzling his crotch with a giggle before bouncing her ass. “Ehehehehe~ Dick dick dick dick! Give Zee-Zee your big, hard prick!”

Spike gasped as his cock pulsed. “N-No! I… I gotta resist…!” He continued to back up, trying to maintain control of himself while his cock pointed right at her.

“Nu uh! Zee-Zee, like, totes gonna get some dragie cock~” Zecora slowly licked her lips, crawling closer and closer. Soon, Spike’s back was against the door to the storage room, watching helplessly as the bimbofied zebra got closer and closer. His cock ached for sex, desperate for some form of release. He watched as her mouth opened, a line of drool dripping down. He could feel her hot breath beating against his tip, and his mind filled with giggling voices, urging him to do it…

Hehehehe, do it…

Like, fuck her face…

Give iiiin…

Feels sooooo good…

Just, like, give in…

No more thinking…

Just fuck…

Gotta fuuuuck…

“G-Gotta…” He spoke, his voice sounding a bit higher pitched while moving his cock closer to Zecora’s mouth. “Gotta… Fuuu-UUUCK!”

Before Spike could give in, his hand took hold of the doorknob and twisted it, sending him flying back into the storage area. Zee-Zee blinked in confusion, unsure what happened to the precious cock in front of her. This was just enough for Spike to regain focus and slam the door closed with his foot before getting up and moving a chair to prop it up. He heard the sounds of Zee-Zee knocking against the door.

“Hehehehe~ Ohhh Spiiikeeeey~ Come out and fuuuuuck~”

Spike breathed a sigh of relief. He was safe for now, but now he needed to find a way to finish all of the cure stuff on his own. He looked around at all of the things Zecora kept, from bowls to potion ingredients to books. His head spun as he tried to think of where to start, but after a quick moment, his eyes spotted the open book resting on the counter of one of the cupboards.

“Aha! This must’ve been what she first looked at!” He declared as he ran to it. He quickly placed a clawed finger down on the page. “All I need to do is just follow the instructions, and I’ll have something to save everypony! Th-Then maybe I can get rewarded with some… S-Sexy mares on my big cock…”

He blushed as he did his best to focus, but even the idle fantasy was enough to make him hard. He shook his head and looked down to read the page with squinted eyes. “Po… Po-tee-on… For… I… I-den-ti… M-Mmmph…”

His head began to throb as he moved down to the instructions, but even this was difficult to read. He had trouble identifying what was what anymore. In his haziness, he caught a slight glimpse at himself. His body seemed a bit thinner, his muscles becoming less defined especially in the hip region, which was noticeably wider. The oddest detail was his face and head scales. His face seemed to smooth out, almost a bit more feminine, while his head spikes got longer but also began moving down as if to resemble long, green locks. Soon, his head wasn’t the only thing throbbing as his mind became filled with thoughts of sex, of big bimbo butts and massive leaking milkers. The tip of his dick leaked a pearl of precum, eager for sex. He tried to shake those thoughts, especially of Zecora, but they only came back seconds later. With little choice, he grabbed his cock and stroked it. “G-Gck… Dangit… I gotta focus, but… S-So horny…”

His hand moved up and down fast as he was desperate to cum and get it over with. He felt his sensitivity making every stroke build up with pleasure, as if it was gradually multiplied. He couldn’t think about how good it felt, though. He needed to focus on saving everyone. Saving them from becoming bimbos. Big boobied, fat assed, empty-headed bimbos… His mouth slowly hung open and left a line of drool. His mind went back to visions of Starlight and Twilight’s fusion. How he’d make her do anything for him. Serve him food then suck him off as he ate. Dance sluttily for his entertainment. Let him fuck her out in public. The possibilities were endless. Maybe he could have more bimbos. He imagined the others as bimbos, his cock throbbing in his hands as his imagination ran wild. He was so lost in his masturbatory daydream that he didn’t even notice the banging on the door that slightly shifted the chair.

That is, until the door was shattered to pieces by a rushing force that was aimed right at Spike. He barely had any time to react before he was slammed to the ground and left pinned in place. When he recovered, he found the source: Two massive striped ass cheeks surrounding a plump, wet pussy whose glittering juices dripped onto his forehead. The sound of giggling quickly clued him in on what just happened.

“Z-Zecora! Get off me…!”

“Mmmmwah~” Zecora quickly planted a kiss on Spike’s hard cock, making the dragon moan softly. “Zee-Zee want da cock! Cock gud! Cum gud!”

“But, wait- O-Ohhhhhh~!!” Before he could try and reason with the bimbo, she’d already shoved the cock down her throat, and for a moment, those complaints vanished from her mind like dust in the wind. Zecora bounced her head up and down, eagerly taking half of his cock by the first few bobs. Spike didn’t know what to do. His first real blowjob was unlike anything he’d ever experienced before. Masturbation was nothing like the pleasures of hot saliva lubing his cock through a soft, moist tunnel while a tongue swirled around it. It left him gasping and moaning, his mouth hanging open long enough for some of her juices to get into his mouth.

The taste of a single drop was enough to make him squirt precum, which led to Zee-Zee more eagerly going down on his rod. She pushed her ass down, her juicy pussy pressed up against his lips, and in the heat of the moment, he began licking. Her juices sent pleasurable sensations down his tongue, his mind falling deeper into the ever growing desire for sex. His hips bucked upwards, the cum built up beginning to overtake his reasoning before finally, he blasted his glittery load down the ze-bimbo’s throat and was rewarded with her own sparkling love juices.

He pulled away, gasping as his mind felt like a blur. He didn’t know how good it felt to finally get some of the lust out, but almost immediately, his cock was hard again and eager to be fucked. “W-Whuh…?” was all he could mutter out before looking down, only to remember that Zecora was still on top, licking the cum off of his cock. Once done, she turned around and faced him with wide eyes and a ditzy smile.

“Hehehe~ That was, like, soooo good, Spikey~! I can’t wait to feel you fuck me~”

“W-Wait, Zecora, maybe I can take a break-”

SCHLORP

“U-Uuunnngh~”

His cock slid in easily, the zebra’s love juices mixing with his cum to let himself easily slide in, and once he was in, she wasn’t letting him out until she was satisfied. Her hips rocked up and down, her stripped ass clapping with each drop as she leaned in with wide, blissful eyes. “Mmmm yeah, baby! Fuck meee~”

The dragon puffed out a tiny cloud of smoke as his claws began to move down on their own and squeeze her ass. He didn’t know why he did it, but it felt right, and the tightening of Zecora’s pussy followed by her moans told his cock that what he did was the right move. Moving on instinct, he bounced her up and down on his rod, forcing her to move at his demands. She didn’t even put up a fight, allowing herself to be used like the fucktoy her body appeared to be. She looked down at Spike, her heart eyes pulsing with utter infatuation as she panted and leaned in for a kiss. The dragon didn’t even stop her, and as their lips locked, their tongues already began jostling for control.

In the haze of pleasure, Spike reversed the position and put Zecora on her back, never breaking the kiss and tongue wrestling. He pushed her legs back and moved his legs apart to get a wider stance. He was intent on finishing inside of Zecora to hopefully wear her out, and then… Something. He was supposed to do something important. His cock slid deeper and deeper down her tunnels, never looking away from his zebra slut. Eventually, though, his peripheral vision caught the sight of the knocked over cauldron, and his foggy mind became clear for just a moment.

Th-That’s right…! He thought, his hips moving on their own to rail Zecora deeper. I-I was supposed to make the potion…! It was supposed to cure… Cure the thing…

It was hard to say what was slipping away from Spike, his attention span, his memory, or his willpower. Regardless of what it was, it was causing him to lose sight of his mission to cure Ponyville of this plague. At this point, it was hard to call it a plague. After all, he was easily fucking a hot mare with his cock, what could be better?

The answer came when he suddenly felt a tightness around his cock, causing the two to moan loudly. He looked down in shock. W-Wait a minute… That didn’t just happen…! he thought as he pulled out a little. The sight and Zecora’s moans confirmed it: His cock had grown. It was hard to say how big, as most of it was still in her, and as he pulled out, his wrists were grabbed by an almost feral Zecora.

“N-No out! Zee-Zee need fuck! Fuck Zee-Zee puss now! Fill Zee-Zee!”

She wrapped her legs tightly around him, locking him in place before pulling him into another slobbery makeout to get him to focus on what was “important”. After a full minute, Spike’s hips started back up again and drilled the zebra babe even faster than before.

The dragon could feel her muffled moans in her mouth as they kissed and slammed their hips together. He could even feel a bulge poking from her ab region, a feeling that drove Zecora to squirt over and over again. He never stopped moving his hips like a piston, breaking the kiss to utter out a moan which produced a line of drool between their tongues.

Her pussy is so good…! He thought as he bottomed out into her, dumping his seed down in her pussy and causing her to lie on her back and pant like a dog. B-But… I need to get that cure… Hopefully she’s out now…

As he slowly pulled out, he stood back up and returned to the book. Just looking at the book gave him a headache, but he pushed on and flipped the pages. His eyes squinted at the symbols, trying to decipher what any of them meant. He recognized the cauldron and that things were supposed to be inside, but what they meant he didn’t know. He moved to the cabinet and saw jars and bottles of brew, looking around for any sign of ones to pick up.

Suddenly, he felt a hand grabbing at his cock, stroking it slowly. The sounds of Zecora’s giggles rang in his ears as she hugged him from behind. “Ohhh, Spiiikeeey~ I’m still hornyyy~!”

Spike closed his eyes, trying in vain to keep himself from getting aroused. He felt her tits press into his back, and his cock disobeyed and hardened in her hands. He grit his teeth, shaking his head. You gotta resist… Can’t get distracted… Gotta get the… The…

His mind went foggy for just a moment, enough to turn around and pull Zee-Zee into a deep, passionate kiss. The bimbofied zebra giggles mixed with moans as she was pinned against the wall of the hut, and her pussy quickly became drenched. She decided to egg him on by pressing her thighs together, which trapped his cock in between them. His softening moans egged him on, and she pushed further by stroking the shaft with her thighs. The fluids stuck to the cock got on her legs, but she was too horny to care for those little details. All she wanted was this dragon’s huge cock inside of him, and as Spike moved his hips back and slammed his cock into her, that was exactly what she got.

“Ohhhh, ya~” She cried out, pushing her ass back. “Fuck me just like that, baby~ Like, fuck me til I, like, can’t walk no more, hehehehe~!”

H-How is she still up…?? He thought as he grabbed a hold of her hands and pulled them behind her. I thought i fucked her to sleep…! I-I guess… I’ll just have to do it again… Just one more time… Then I can save everypony…

The sounds of their lovemaking echoed out throughout the shack and through the open windows. They didn’t seem to worry about anything getting in, or even anything getting out. As the sparkling smoke cleared out, it clung to any plant, animal, and object in its vicinity. Anything that got close found its form gradually beginning to shift in shape and change in color, and the animals who got exposed to it even by brushing up against a tainted plant weren’t immune. The predatory nature of the beasts slowly became more docile and much more horny. Instincts for hunting became instincts for fucking, and those tainted beasts soon mounted anything they could find nearby before humping it. Their terrifying features softened up with every cumshot, and every cumshot spread the tainted seed around. Some of the seed dripped into the nearby river, and from that point the color changed, going from crystal clear to bright pink as anything inside the pink water had no choice but to transform and mate with the rest of the forest. It was, of course, a slow process, but as cum splattered in water, trees, and anything they could find, the forest soon shifted from shadowy green, to bubbly, bright and pink. The sounds of moans, groans and howls soon slowly started to fill the Everfree Forest.

Spike, however, was none the wiser as he took a moment to breathe before pinning Zee-Zee against the wall. He was focused on wearing the shaman down then getting that cure. He wasn’t even concerned that his hips, thighs, and ass were plumping up a bit more after cumming. His only thought was to do what he was told. Just one more… Just one more… His mind thought as he hoisted his sex partner up and dropped her on his cock. All he needed was just one more…

Author's Note

Yes, The Draining is back! Kinda!

Okay, the one who commed it said they have their financial situation sorted, but we'll see if that means they can be consistent. I promise to finish it, but I want to make sure I don't actually drain the one commer. Plus, I have a lot of other things to work on. I promise to complete this, and to work when I can, but college is now a factor to consider.

Chapter 3: Rari-toy [Bondage, Whipping & Spanking, Futa]

Rarity was in a bit of a stressful situation. She had an order that needed to be filled out, but had no idea just what the idea she had. Something “tight-fitting, revealing, and yet made her feel powerful”. The last few times it was brought in, the woman always said that it wasn’t good enough. It needed to be bolder, tighter, something that could inspire her. She really didn’t know what this odd noblemare by the name of Golden Rod wanted. To top it all off, she had just received Twilight’s letter, telling her that she had a magical incident which left her fuzed with Starlight. It truly was a bad day. Today was the last day to work on the dress, and there was naught but a good handful of hours left before the noble would arrive.

This order was important to her, not only because the pay was extremely well, and could potentially afford her a new location to open, but this was a mare who was known for making or breaking the reputations of anyone that she worked with, depending on whether or not she was satisfied. Just the thought of losing everything she worked for over one client filled her with anxiety. She foresaw herself forced to close her store, moving into a tiny home, and making meager amounts fixing tacky outfits and gradually losing her sense of fashion until she’d think green and brown are acceptable colors to wear!

She shook her head, slapping both her cheeks at the same time as she shut her eyes tight. “No! You will not let this get to you. You just… Need a new idea. You’ve worked under harder constraints, and you’ve worked with less reasonable clientele. It’s only the consequences that are higher.” She took a breath, rubbing her eyes as she looked at the clock. “About… 5 or 6 hours, approximately. You should be able to think of something…” She bit her fingers as she paced around her workshop, her hooves clicking about the hardwood floor the whole time.

Tight-fitting… Revealing… Powerful… A simple dress wouldn’t do, she tried that and was lambasted for it. Too weak, she said. She didn’t feel strong. What did that mean? She found it odd that Golden had Rarity try on the outfit. Perhaps it was because the two shared a similar, slender body type? Maybe she was self-conscious about her body and wanted to have someone else see how it looked? Or perhaps it was the woman trying to lord her status and position of power over her in order to try and prove she was superior to somepony like Rarity. It honestly could have been any one of those, or even all three. Rarity hated how difficult it was to work with the eccentric noble. Had she not been such a prominent figure, she’d have denied her request outright. It was impossible though. She had nowhere near enough influence to do so, even as an Element of Harmony. She began to wonder if being a savior of Equestria and friend of a princess even had any worth.

With the moping out of the way, Rarity began looking around for everything that she discarded, putting it all up for her to observe. She looked at how scantily clad it was but still tried to keep the classiness she always presented herself as. The only thing she could think of was to push herself past that point and make a dress so provocative that it could hardly be seen as elegant. However, she felt that in doing this, she’d end up sacrificing her principles for money and clout.

Shaking her head, she had to remember that this wasn’t just for herself and her reputation. She was doing it because Golden Rod paid well, and she could use that money for a special gift for her family. Patting her cheeks, she focused and tried her best on what her strategy was. “Now let’s see… Golden Rod has to have a specific pattern in her desire. She may be fickle and flighty, but she has to have something she wants to see.”

After giving it some thought, she snapped her fingers, running upstairs to grab a bunch of fashion catalogs. From there, she flipped to the specific articles talking about the successes of those she commissioned. It wasn’t just for clothing. She looked at everything Golden Rod commissioned, from fashion to art to music. She focused on the details, on what specifically these seemingly different things had in common. And that’s when it hit her, causing her cheeks to redden.

All of these pieces were extremely provocative in a very… Perverted sense, to say the least. Essentially, it was all a devotion to the bondage subculture.

Rarity couldn’t believe what she was seeing. All this time, she thought that this noblemare was the pinnacle of refinement and taste, when all this time, she was just some bondage deviant! “I can’t believe… I have to…!” She blushed harder, covering her face as she shook her head. “I can’t make something like this!! I am not just some… Some… Degenerate!”

She stared at the magazines, all of which displayed mares in tight, submissive positions. Bound by ropes and chains, looking up with a helpless, weak expression as the bondings squeezed against her body. Never in her life had she seen something so lurid in her life. As she stared at the debauched imagery, she wondered just how anyone could possibly be attracted to such a thing. She would never subject herself to something so… Dirty.

Degrading.

Naughty.

Sexy.

She blinked, looking up from the photos. Did she really think that? No, she must have been mistaken. There was no way she could ever find her white ass being slapped by a paddle until it turned a bright red to be attractive in any way. Nor would she ever find the idea of being hogtied and hung while cocks slammed into her mouth and… Intimate areas to make her wet in the slightest. Why would she even consider such a notion?

Rarity paused, realizing that her thinking was getting quite strange. She rubbed her head gently. What on Earth are you thinking, Rarity? She thought to herself. You’re talking about this filthy stuff as something so… Enticing… She bit her pencil, humming a bit as her leg bounced up and down.

Rarity was aware of certain… Underground subcultures with a propensity for being quite unique. While she never partook, she did secretly have a little bit of inspiration. Just a tad, and never enough that others can claim ownership of her work to their groups. She couldn’t afford to have such a blow on her reputation, least of all with something actually perverted.

So the question remained: Why oh why was she groping her breasts to such a thing?

She stared in shock as her hand seemed to move on its own. It fondled and bounced her breast, causing her to gasp and shiver. “S-Stop, you can’t-Ahhh!” She squealed as her fingers pinched her nipple just a little bit too tightly. While she should have been upset, all she could think was just how aroused she was.

“Mmmph…” Her fingers squeezed again, going a little bit harder this time causing her to cry out in bliss, her back arching back. Staring at the magazines, she blushed harder, moving in place as a heat built between her crotch. An idea began to form in her head.

Quickly, she brought her fainting couch out, lying back on it as she used her magic to elevate the imagery of Golden Rod’s commissions above her. “I-I’m just having a little inspirational session… Yes, something very quick to encourage my mind to generate a proper idea. After all, I can’t lose any potential customers just because of what I think of them…”

Taking slow, deep breaths, she focused on the many poses and angles in each of the photos. Every curve, every accessory, every pleading look in their eyes, as if they desired more of what they were being subjected to… It all was making Rarity feel quite hot. She lifted up her tightening blouse, kicked off her high heel shoes, and shimmied out of her pants, unable to wait any longer. She needed to feel it again. Without hesitation, she grabbed both of her nipples and pinched them hard, giving them a twist that caused her to cry out in pleasure.

“Oh Celestia, YES! That feels… Mmmph~” She bit her lip, pinching more and more as she stared at the bondage-clad mares. “Yes… Yes, take it to you… You whores…!” She shivered at the word and blushed. Such vulgar language… Perhaps she was getting too much into her session. She considered it as she stared up at the photos, the sparkling of magic falling upon her and making her head feel a little fuzzy.

Perhaps… Just a little more… was her conclusion. After all, she felt like she was close. Just a little bit more wouldn’t hurt, right? She continued to pleasure herself using the pain from her nipples, giggling a little. She didn’t know if this was a new sensation, or if she was always this desiring pain, but this was something she could get used to.

While Rarity pleasured her cans and stared at the bondage “art”, she failed to notice a change occurring to her once petite chest. More and more, her breasts were swelling, developing into larger and larger cups. She didn’t even feel such a thing occurring, too focused on the pain to care.

This was when Rarity found the art of some mares being spanked with a paddle and whipped in their flanks. She didn’t know the sensation, but she was sure she could simulate it. Slowly sitting up, her tits sloshed back and forth to her oblivious nature.

She searched for something which could simulate an implement for her rear and finally, she found it: one of the white synthetic belts that she had yet to style with. She was having a difficult time figuring out what design they could be for. Now she realized they were designed for her ass to get slapped.

Grabbing hold of the belt, she cracked it, feeling a delightful tingle just from the sound it made. She needed more of it. She crawled onto the couch and stared at the photos once more, gripping the armrest and sticking her rear out. With each crack of the belt, it inched closer and closer. Finally, it made contact with her soft flesh, and she damn near came on the spot. She held back just enough to keep from doing so, spending the time recovering with soft, shivery gasps.

“More… Mommy needs more!” She whipped her ass, again and again, moaning and crying in pleasure. Every whip caused a surge of pleasure that made her squirt onto her couch with no regard for its cleanliness.

She couldn’t believe how much she had been missing all this time! It was as if a whole new world had been opened to her, and she wanted to explore all of it! She’d continue to whip her ass, every slap causing it to jiggle and swell just a bit more. Before long, her cheeks resembled two red beach balls, which she bounced up and down eagerly.

“Haaah… Haaah…” She looked down at the floor, her vision blurry and unfocused. How many times did she whip herself? How long was she doing it?

Suddenly, she remembered. The time! She needed to hurry up and make the outfit, but she needed to get her clothes on first! Hopping up, she stumbled a bit. Something felt… Off. Were her breasts always this big? And her ass always this bouncy? It felt wrong, but grabbing and squeezing those still sensitive cheeks made her wince in pure pleasure. How could something that felt so right be wrong?

Shaking her head, she decided to focus on that later. What she needed was to find her cursed clothes and get to work! Looking around, she couldn’t find traces of her old clothes. What she did find where something far better: A tight looking purple-and-gold corset with an exposed chest, a matching garter belt, a leather head strap containing a blindfold, mouth bar, and some sort of ring connected to it, a pair of leather arm binders, and lastly, thigh-high heel boots.

This… This was exactly what she was looking for! The perfect outfit to present to Golden Rod and ensure that her reputation was saved! She grabbed the items and prepared to put them on the mannequin. Then, she paused. She looked at the clothing for a moment and thought to herself.

Well, I must be sure it fits within her specifications… After all, we wouldn’t want the measurements to be off, or to have the… The… Something… The words slowly melted out of her head and into her crotch, her carnal needs demanding she shove them on. Not wanting to disappoint, she slowly slipped on each article of clothing, feeling every inch of the smooth material rub against her skin. It was like a mix of leather and latex, a firm but form-fitting experience that caused no shortage of shaky lips from Rarity. Everything about the feeling was pure ecstasy.

As she got the boots on, she used her magic to slip on the arm restraints. This was a slight challenge, but she did manage to succeed in doing so after some struggle. “There… Now just… This part…” She looked down at the headpiece, giving it a look to figure out which way it was going to go. After a moment, she slowly slid it on, the blinders quickly darkening the room around her, a metal bar sliding into her mouth, and the ring securing itself onto her horn, which cut her off from her magic.

It was only then, her being trapped in total darkness with no magic, that Rarity finally realized her plan may have backfired. She looked around, trying to figure out where she was going. She knew the fainting couch was nearby, but-

“M-Mmmmgh!”

She stumbled into said couch, landing face-first behind it. As she lay there, she struggled desperately to get back up. Unfortunately, thanks to her new, stupidly big tits, all that was accomplished were her ending up on her elbows and knees. It was a start, but without some kind of support, there was no way she was going to get up. That was when she heard the door open. She flinched and tensed up, worried that it could have been Golden Rod.

“Rarity? You in?”

It was Rainbow Dash, who was likely walking in to talk to Rarity about her situation. She had been complaining about it for a while. However, this was definitely not the situation she wanted to be seen in, and tensed up more. As she did, something happened. The ring on her horn began to vibrate, sliding back and forth on her horn. Rarity gasped and bit down on the bar, unsure of what to do but sat there on all fours as her horn was slowly stroked.

The greatest embarrassment of all was how truly wonderful it felt, her eyes rolling up as she drooled from the bar. She writhed on the floor, shaking her butt back and forth as the cheeks gave a soft clap. She knew she needed to keep quiet. After all, she did want to savor it a little bit longer. That was when the ring began to stroke faster.

Rarity’s back arched as she looked up, her heavy chest sticking out as she gave muffled, yet soft grunts in a desperate bid to keep herself from being revealed. She would not be caught. She wouldn’t allow it. The idea was too enticing. Just the thought of being exposed made her wetter than before. She could hear the sounds of Rainbow emitting a ditzy, airy giggle. Had she been discovered? Was she about to be humiliated and perhaps… Disciplined?

Just then, the sound of heels could be heard walking from the dressing area to the door. N-No! Don’t you leave! Come back! Expose me! Embarrass me!

Her writhing got more frantic as the door closed, throwing her ass out as the ring stroked even faster. Pleeease! I-I’ll be good! I promise! R-Rarity is a good girl!

And yet, Rainbow would not come. No one would. She was left alone in that room for quite some time, left to have her horn endlessly stroked and herself edging closer and closer only to be denied orgasm. Each time made her more sensitive, more helpless, and more in need of some stimulation. She didn’t care who it was from, she just wanted to feel something, anything.

~~~

Golden Rod had arrived in Ponyville during quite the bizarre time. All around her, she could see the population of this simple village having sex all over. Mares were bombshell bimbos and stallions were either chiseled sex machines or helpless twinks. She held her parasol close by, using it every so often to shoo off one of them. She was not here for sex. She was here for her art, and she expected Rarity to have provided it to her.

When she arrived at the Carousel Boutique, she saw that the door had been left slightly ajar. She had to be in at this point. What brainless fool would leave their door open otherwise? As she entered, she saw a true sight indeed: On the floor, on all fours, Rarity had been strapped down and placed into tight bondage gear, the material of which was something she had not seen before. Just like those outside, she too had undergone an expansion of her own, with her body nothing more than a sex doll.

And the sight of this drove the noblemare wild, enough that her dress was beginning to form a tent.

It was a secret that she had hidden from the world, that underneath her many dresses lay a large, thick cock that eagerly awaited someone to fill. Normally, she would fuck one of her servants, all of whom were bound to silence thanks to both her sex and by nature of being their boss. However, every so often, she would find one that she enjoyed, one that she wanted to do so many things with and toy with. These ones, she would use her considerable wealth to not only make the most subtle form of pornography under the guise of an alternative art style but also do it so well that most of the time, they didn’t know what they were doing was bondage sex. So, to see Rarity bound and helpless on the floor, juices slowly dripping and forming a puddle on the ground, was like looking at a gift on Hearth's Warming Eve.

And she wanted to open her present right then and now.

“Well well well…” Golden Rod spoke, barely getting any reaction above a twitch from Rarity. “It appears that you were preparing yourself for me. I wonder how long you were in this position…”

Her heels clicked closer and closer, a slight wiggle coming from Rarity. Good, she wasn’t completely broken. That meant she could still have some fun with her. She grabbed her from the ground by her hair and slowly dragged him up, Rarity’s cries of pained ecstasy like music to Golden’s ears. As she got up, she looked her body up and down, admiring the perfect hourglass she had. Even with the other bimbos, the noble could tell that this one was like a fine sculpture crafted from the smoothed, highest quality marble. It was perfect, and she only wanted perfect toys to play with.

She raised her hand high, bringing it down on her ass with great force. Rarity immediately groaned and stuck it out for a better angle. She smirked and brought it down, again and again, her groans getting louder and higher in pitch with each slap. Once her ass was once again red as an apple, she turned to look her in the eyes only to notice the blindfold. She grinned wider. “Well, I suppose we could see how much further you can go. Luckily, I had some toys with me.”

Reaching into her purse with her magic, she pulled out two silver nipple clamps, toying with them as she slowly rubbed them around her nipples. “Is this what you want? To feel these giving those little mountains a nice, firm pinch~?”

Oh fuck, yes! Rarity’s mind thought as she nodded desperately. Do it! Please! Want it! Want iiiit! She tried to say anything, to beg for them to be put on her nipples, but all that came out was muffled babbles and a lot of drool.

Laughing at her new pet, Golden opened them again and slowly hovered them over. “Well, since you insist…” releasing her magic, the clamps clasped down, and Rarity immediately sprayed juices downward as she felt the sudden pinching throughout her whole body. This was the pure bliss that she had been looking for this whole time, and Golden Rod, the snooty, upper-crust mare was giving it to her.

Of course, the next thing that the noble would say would indicate her mistake. “Hey! Did I saaay you can cum, pet?”

Rarity shrunk down a bit. How could she have cum without permission? That was most unladylike untoylike of her! She looked up at Golden as if to plead for forgiveness. However, her eyes were still covered, making it all in vain.

Golden smirked once more, pushing her onto the couch and walking over to pick up the belt. As Rarity slowly attempted to pick herself up, she felt herself getting whipped on her back. Her elbows rested on the armrest as the leather slapped against her back, every crack making her moan each time. Still, no matter how much she wanted to cum, she couldn’t. Mistress Golden would be mad, and she couldn’t make her mad. So, she took each whip across her back, pussy twitching and dripping with every strike she felt. By the end, she was so close to the edge that she could have sworn that she was going to go insane.

However, as Golden Rod whipped her new toy with a joyous smile, she was experiencing a change that she too would barely care to pay any attention to. Her dress felt a bit tighter, both in her chest and around her hips. On top of this, she could have sworn that she strapped her cock down before coming, as it felt like it could have been dangling. Even her testicles felt a bit heavier, requiring her to adjust her stance a little before resuming. Normally, someone would attempt to look down, but she was so busy having fun with her Rari-toy that she only paid it mind when her dress felt as if it were going to be torn at the seams.

“Ugh… Nasty cheap thing…” She muttered, looking behind her and undoing the dress lace by lace. As she slowly shimmied out of it, her breasts sprung out from their cloth confines. She blinked, poking them. Surely they weren’t this big before… Weren’t they? She gradually pushed downwards, struggling as she finally freed her large, bubbly buttocks. M-My word! She thought. I-I have cake! What does that even mean?? She was free though, and it looked as if her cock at least seemed fine if a bit thicker. She pushed it down to where it would normally end, but it didn’t stop. She went down a bit more and eventually found her cock doubled in size! Not only that, her balls were the size of buckballs!

A small part of her wanted to be mad. It wanted to scream out and demand a reason why her body had become a sexual parody of itself, unable to fit into her regalia. However, all of that was smothered away by the overwhelming lust of seeing herself in a nearby mirror. She was so damned attractive that she wanted to make sweet, passionate love to herself. Just the thought caused her cock to rise up at full mast. She grinned and stroked it slowly, looking down at it. “Awww, my poor sweet thing… You must be quite hungry… Do not worry. I have fresh meat for you.”

Golden’s gaze turned back to Rari-toy, who was still panting desperately behind the bar in her mouth. She was so close to breaking, but the only way for her to fully break was through rough, passionate sex. It was the only way to break in any true toy. She slowly walked over to the white mare, her golden body on full display. She wanted to see just what this mare could do. She slowly removed the headpiece from her new pet, who gasped and panted as she looked around.

“W-Whaa… Horny… Hot… Need… Need…” Rari-toy paused as she locked eye contact with Golden’s rod. “C-Cooooock!”

She attempted to dive for it, but was caught by the futa. She tutted and looked down. “You have not earned the right to touch. Beg mistress for it.”

“Y-Yes, mistress~!” She squealed. She never had a mistress before. Or did she? She didn’t care, Mistress demanded she beg. She bowed low before Golden. “P-Please, mistress! Rara need cock! Cock in pussy, cock in ass! Cock cock coooock~”

She wiggled her ass back and forth desperately, hoping it would entice her to say yes. After some time, Golden responded. “Fine. You may suck first. If you do well, you may receive your fuck. Do well there, I may even take you home with me…”

Rari-toy’s eyes widened. Cum in her holes AND going home with Mistress? She did hesitate. Immediately, her tongue ran across her cock. Drool lining across every inch before she moved to the balls. She suckled the sweat off of Golden’s sack, the musk making the pet’s eyes roll up. Finally, she moved her head back. It was time for the proper servicing. She ran her tongue along the tip and kissed it with a love-drunk smile. Wrapping her lips around it, she began to bob her head up and down. It felt like with each inch she went deeper, her brain was sparking with sexual energy. Before she knew it, she was deepthroating the whole length, her throat clasping down and making Golden Rod groan before dumping her first load into her stomach.

As Rari-toy pulled herself off, her mistress took a deep breath. She was already good enough that she could bring home with her. Easily qualified with skills that surpassed her servants. But as the white mare gargled cum left in her mouth and swallowed, she knew that wasn’t enough. Not for both of them. They needed to fuck, and fuck hard. It truly was the only way to end this trip.

Rari-toy looked up at Golden Rod, cum still spilling from her mouth. She smiled and wagged her ass back and forth. “D-Did I do good, Mistress…? Toy get fuck now?”

Her futa mistress took a breath, picking the mare up and turning her around on the couch. “Just barely. Consider yourself lucky.” She rested her cock between those white beach balls Rari-toy called an ass. Her pet would respond by grinding up and down, the soft claps of her cheeks adding to the ambience of the fucking outdoors.

“Alright, you little pet… Be prepared for Mistress’s rod…~” She slowly pressed the tip into her cunt, gritting her teeth as she stretched her wide open. She heard Rari-toy crying out but ignored her. She didn’t care what her pet was thinking or if it was pleasurable for her. All Golden wanted was her own satisfaction. Still, her little toy pet was extremely tight even with her spit as lube and needed to be loosened up a bit.

Slowly, she thrust in and out, huffing softly as she stared forward. She wanted to move faster, but the tightness wouldn’t let her. A virgin. The best kind of meat for her cock. She pushed deeper and deeper, gritting her teeth as she began to pick up speed. Her caverns were starting to open up to her, and this meant she would be getting closer and closer to her prize. She quickly undid Rari-toy’s arm restraints and grabbed a hold of her arms. She wanted leverage for this next part. Her balls slammed against her pet’s clit, and both their tits bounced in sync with the coarse sex. They could hear the sounds of Golden Rod’s hips slamming into Rari-toy’s ass, pushing them to go harder and harder. They went at it over and over, grunting as they tried forcing their cock in deeper.

However long they fucked, they couldn’t be sure. What was sure was that Rari-toy had cum over and over, her mind turning to mush. Time became irrelevant to their pleasure making. What was sure was that when it came time for Golden Rod to unleash her seed, she made sure that her cock was hitting her entrance.

“Alright, my slutty bondage pet… Are you ready to accept your mistress’s gift to your womb?”

“Ahhhn! Yeeessshh! Rara waaan’ cuuuum….!”

“That’s what Mistress what’s to hear…” She muttered before pounding Rari-toy with all of her might. She gave her snatch no mercy in these final moments, cock pulsing and leaking precum which allowed the cock to move even faster inside. Finally, with one last thrust into her, her sack tightened up and her cum rushed out of her and into her toy pet. She did not moan. She did not scream. Her mouth hung open, emitting no sound. The only sound that could be heard was the sloppy sounds of her womb being filled with buckets of cum before spilling out of her and onto the couch, staining it forever.

Golden Rod pulled out, taking a deep, relieved breath. She looked around and took one of Rari-toy’s old dresses to use as a cum rag. As she tossed the filthy dress aside, she looked down at her new plaything. She smiled and pulled a collar from her bag. Clamping it around her neck with a leash, she gave it a tug, Rari-toy obeying and getting up with a wobble. They would walk out and return to the outside, where everyone was still fucking. This would be the beginning of a long, playful partnership between the two.