Pixie Panic in Ponyville!

Twilight’s wings ached as she panted, darting through the alleyways and under the awnings of Ponyville’s side streets. Behind her, a swarm of buzzing wings was hot on her tail, their chittering screeches adding to the chaotic scene and making her heart beat faster with each wing flap.

Need to hide. Somewhere safe, somewhere secure. No time to think! The palace was too far, the forest unsafe. She couldn’t even focus enough for an emergency teleport. If she messed it up… no, stop thinking like that Twiilght!

The town hall! It wasn’t her first choice, but she knew about the mayor’s secret passageways under the building. If she could just get to one, maybe she could slip past the town’s boundaries and make it to Canterlot unscathed…!

The town center was in absolute shambles. Everywhere she glanced, ponies were screaming, either fleeing for their lives or aghast at the many odd things they’d been transformed into.

A pair of mares made a mad dash for the bridge when a loose bolt caught them, tumbling head over head as their bodies fused together until their lower halves were unseen, conjoined at the middle!

There was a spotted blue giraffe poking its head into the second-story window of a house, begging the occupants to let her inside because she couldn’t fit through the front door.

Several groups of ponies were trapped inside the town’s gazebo, surrounded by pixies on all fronts as they were backed into a corner. Moments later, bright flashes overtook the structure as colorful mice scurried off its planks and sought shelter in the tall grass.

How was she even supposed to fix all of this?!

She swallowed hand, beating her wings as hard as she’d ever flown in her life. Careening into the doors of the town hall, Twilight began flicking her horn to and fro, closing and locking down every door, window, and entrypoint that she could think of within the walls of the building. She just needed time to gather herself, and by the time she finished firing off spells, the alicorn just about collapsed to her knees.

Feeling the weight of utter defeat on her shoulders, Twilight took a moment to compose herself. Her friends had all been incapacitated hours ago by the look of things, and were in no position to help her overthrow the pixie menace that had an iron grip on the town. If only she had been faster, stronger… it might have turned out differently…
***

Fluttershy had been her first stop, being the closest to her castle and the most knowledgeable about creatures from the Everfree Forest. But what a disaster that choice had been…

The first thing she’d noticed was the line of people queued up along the road to the cottage, seemingly oblivious to the pixie infestation in town as they eagerly awaited whatever was at the end of the path.

And when she got there, she saw exactly what they were waiting for.

Fluttershy herself.

The poor mare was nearly unrecognizable save for the telltale pink hair and yellow body, though even those had changed, composed of leaves and plant fiber spreading out all over her garden and even to the reaches of the forest. Where once Fluttershy was a slightly taller than average pony, her body had become so massive that her head towered over the waiting ponies, her puffy lips dripping drool that would could fill a barrel with each drop.

The boulders that were her breasts leaked an amber fluid from their nipples, and it was this liquid that the ponies seemed to be most interested in. Those that reached the front of the queue would strip down, and vines would immediately coil around their legs, preventing any escape. Some would merely feel the massive plant’s lips latch onto their shaft and suck them until they were dry, hobbling off with a massive, dazed smile on their faces.

Others were given the change to suckle from the teats, drinking their fill until their bellies glowed with amber light. Those ‘lucky’ few would be placed to the side, vines curling around their legs and feet until they were pulled down into the fertile soil. Twilight could see probably a dozen plants of similar shape to Fluttershy, and her stomach turned as she realized what they were.

But still… she had to try. She couldn’t just leave her friend like this.

“FLUTTERSHY! I know you can hear me in there! You have to fight this, Ponyville needs your help!”

The pink leaves atop the plant bristled as its head turned toward the flying alicorn. She knew her friend wouldn’t want this, wouldn’t have done this willingly. Maybe there was a spark of hope that deep inside, the pegasus could fight her transformation…

“Hey, wait your turn!” She heard the shout from below. “No cutting the line!”

It was almost enough of a distraction to doom Twilight.

The vines whipped up from below, ensnaring one of her ankles as she gasped aloud, immediately pulling away as more tried to grab her. Wrenching her hoof as hard as she could, she heard the buzzing of wings and saw several pixies, their eyes glowing pink, hovering around the base of Fluttershy’s plant. If they had been feasting off of magic all day, then…!

She wasted no time in blasting the vine with her magic, telling herself she’d apologize to her friend later as she flew away from the mad scene, a tear rolling down her cheek. The pixies didn’t seem that eager to follow her… yet, at least.

Sweet Apple Acres wasn’t that far, and if the pixies had already gotten Fluttershy, then… no, she couldn’t think like that! Applejack would have fought them off as best she could, she wouldn’t give in so easily!

But a sense of dread washed over Twilight as she touched down outside the farmhouse. It was completely silent inside, nobody home, not even Granny Smith. Maybe they were all sheltering somewhere? The farm had many places to hide…

She walked around the house, briefly checking the storm cellar, which was empty as well. Looking around, she saw all of the farm animals, pigs, sheep, and cows alike all grazing and milling about their pens. Usually this late in the day, the Apples would be rounding up their livestock in the barn for the night. Not a good sign…

For her own safety, Twilight cast a protective ward on herself, giving her skin a slight shimmer to it as she walked around. It would protect her against magic for a time, but the sooner she could resolve this whole situation, the better.

The barn was the obvious next choice. It was dark inside by now, none of the lanterns lit, but when she glanced in the window, she thought she could see some movement! Maybe they had gotten to safety after all!

Making her way to the barn door, Twilight grunted as the heavy wooden slab slid out of the way, shedding some light on the dark interior. And almost immediately, her hope sank into her guts.

“Mooooo…” came the low prattle of a cow as a large, lumbering creature came out of the shadows toward the barn door. The alicorn held a hand to her mouth as she recognized the spotted orange coat of her friend, her udder swinging between her back legs as she shambled out of the barn door.

No… no this couldn’t be true!

“Applejack, it’s me! It’s Twilight! Where’s your family, where are the others?!” she demanded, trying to stop the cow with a hand on her back, but the heifer paid no heed to the desperate alicorn, instead reaching her head down to grab a tuft of grass in her mouth, chewing it like the lowly animal she was.

But it wasn’t the only thing Twilight heard within the barn.

She turned back to the interior, lighting up her horn to cast light on the furthest reaches of the building. The scuffles of hooves scraping against the floor and low grunts caught her ears, and she stepped into the barn to get a better look. As she turned her head to the back wall and finally caught sight of the source, she realized what it was.

Her light illuminated the forms of two hulking individuals; a brown-coated bull who was snorting as he reared up and rested on the haunches of the one below him. The other… the other was another cow, desperately mooing in lust as the bull mounted it, its fat udder nearly touching the floor as they coupled. The bright red spotted coat and shaggy strawlike orange hair made no mistake of who it was.

“Big Mac…!” Twilight breathed, her world shaken by the sight as she turned away. These pixies knew no bounds, and would stop at nothing until Ponyville was under their collective thumb!

A flash of movement and the crackle of magic caught Twilight’s attention as she reflexively jumped backward, the spell scraping her arm as she did so. Thankfully it was deflected by her ward as she finally saw the pixies hiding in the rafters, giggling down at her with hungry looks in their bright pink glowing eyes.

“Another comes to play… join us, little pony~” a raspy voice rang through the air as Twilight’s eyes went wide. They could speak?!

But she had no time to dwell on this discovery before they fired off a volley of spells, forcing the alicorn to dive out of the barn, scrambling to get back to her feet and start running. Applejack lifted her head and let out a passive moo, dull eyes not really understanding what she was looking at as Twilight fled from the scene.

This was a nightmare… but one the alicorn was painfully living through in the moment, as her hooves pounded the ground and her wings beat to life. Her chest heaved in fear and exhaustion as her mind raced. Rarity. She needed another unicorn to help conjure a spell to stop all of this. She just had to–

PZZEW!

Over her shoulder, the pixies were firing off more spells as they gave chase, leaving the confines of the barn as they took to the air. Even worse, Twilight spotted even more tiny wings buzzing through the air coming from Fluttershy’s cottage; there was no doubt that they were pursuing her, recognizing that she was trying to fight back.

With danger closing in on both sides, Twilight concentrated, pressing her hands together as she weaved a spell between them, waiting for just the right moment as the buzzing intensified…!

NOW!

“GET AWAY!” she screamed, flipping onto her back as she let loose the spell, a concussive wave booming over the farm as it knocked the pixies out of the air, leaving them tumbling to earth dizzy and disoriented. It wasn’t a flawless solution, and they’d regain their senses before long. But it would buy her time.

Twilight swooped low over the trees and houses as she returned to the town proper. Carousel Boutique was unfortunately right in the town center, where the pixies were whizzing around with wild freedom. Through some small miracle, she managed to avoid their gaze long enough to make it to the two-story building.

Knowing her friend was likely upstairs in her studio, Twilight landed on the balcony and peered inside the window, searching, scanning… there! A white coated mare with purple hair lying facedown on the bed, that had to be Rarity!

Pressing her horn to the window, Twilight made it vanish instantaneously. There was no time to fiddle with locks, time was of the essence! She climbed inside and caught her breath.

“Rarity! Thank goodness you’re okay, it’s absolutely awful out there,” she breathed, taking a moment to look out the window and make sure she wasn’t followed. “I know these things from my studies of the Everfree’s ecosystem, but I’ve never seen woodland pixies behave this way! We need to work together to get this under control before it gets even worse! They’ve already overrun Fluttershy and Applejack, there’s no time to lose!”

A pause. There was no movement on the bed from her friend. Was she sleeping or something?

“Come on Rarity, this is no time to sleep! Get up, we’ve got… to…” Twilight trailed off, having moved over to the bed to start shaking Rarity awake. But the mare didn’t _feel_ right. Her shoulder was all smooth, and compressed a little too much as she grabbed it to shake her.

With a pit in her stomach, the alicorn reached under the white mare and turned her over.

Rarity’s face was frozen in a dull stare, eyes plastic and looking into nothing, mouth stuck open in an O-face that was all too obvious what it was meant for. Her hands were deformed mittens and just as rubbery as the rest of her, and a small valve poked from her belly button.

Her friend was a cheap sex doll.

Vaulting backward, Twilight shoved herself away from the terrible sight, shaking the doll enough for a bright purple and green dildo to slide out of her well-lubricated pussy, revealing the fate of her faithful dragon companion.

“They longed to give each other pleasure… now they can do so unabated~”

Pixies. There were more. It wasn’t safe here. She had to leave.

“Why are you doing this?” Twilight spoke softly, still in shock at the triple-whammy of seeing her friends like… this. “Changing them, trapping them… they don’t deserve this!”

The giggles echoed around the tall ceiling of the Boutique. “We did nothing more or less than what they wished for. The dragon wished to give his beloved pleasure… the pony wished to be his little toy… now they live in ecstasy with each other~”

Wishes? That was new… nothing in her field notes mentioned pixies having such powerful magic. Perhaps they were being enhanced somehow…

The tiny pixie fluttered down from the rafters. Its sharp teeth and pointed ears staples of the species, though it too sported glowing pink eyes like its brethren that she had escaped from.

“You don’t have to fight us, pony. Our power grows as we absorb magical energy, like we’ve done to your friends. Join us… as a pixie… be on the winning side…”

There was an undertone to her voice that reverberated in Twilight’s ears, making it hard to ignore. Would that be so bad? She didn’t want to end up like her friends after all…

And those pink eyes were so comforting…

“Ngh… nnnno! You can’t trick me! I won’t betray my friends!” she declared, springing to her feet in a fit of adrenaline. There had to be something she could do, she would never give in to these little pests!

The other pixies immediately fired upon her, narrowly missing as she dove back through the window she’d come in from. Rarity… Spike… she would find a way to fix them, and everyone. She just had to think!

“Get her!!” the shrill voice screeched, its charade broken by her defiance as it lost all cool. As they gathered, more and more pixies left the ponies they were toying with to chase her, creating a veritable swarm of angry buzzing behind her!

***

And that was that. All of her attempts at rescuing her friends had failed. Now Twilight was barricaded in the town hall, out of options and out of time.

She sunk to her knees. Even if she made it out of the town, what then? She didn’t even have a plan of how to handle the pixies, and if she just wiped them out, how was she going to change all of her friends and the townsponies back to normal?!

The light above her head flickered, and Twilight looked up to her dismay to see the suspended form of Mayor Mare, crystallized and shining as the town hall’s new chandelier as her breasts acted like giant lightbulbs.

I can’t give up. There are so many ponies counting on me! Twilight thought to herself, picking herself up and wiping her eyes. There was no time to cry and throw in the towel. There had to be a way!

“GASP! Is that you Twilight?!”

The sound made Twilight perk up instantaneously. “Pinkie Pie?! Yes, it’s me! I’m in the town hall! Where are you?” she replied, whirling around in hopes that she’d just missed seeing her friend somewhere. The idea that even one of her friends had escaped the pandemonium outside gave her new hope.

“Down here, silly! Rrrrgh-HUP!” Pinkie’s voice echoed around the building as the floor rumbled, before a cacophony of breaking wood erupted as the floor burst open, leaving Twilight to reflexively shield herself from the debris. When she looked back, she gaped in disbelief. Whatever she had been expecting was thrown out the window immediately.

Towering over her, easily twenty feet tall, was the enormous form of Pinkie Pie. She was entirely nude, beaming down at the alicorn below with eight gigantic tentacles squirming and writhing around the hall as she situated herself. “Hey, did you do something with your hair? I like it!”

It took no time for Twilight to notice that there were other voices now ringing out in the room, as six of Pinkie’s tentacles were now tightly wrapped around trembling ponies, each in various states of ecstasy as they were waving around, suspended off the ground with their arms pinned to their sides. Their moans and gasps of pleasure filled her ears as they were penetrated by the cock-tentacles.

“P-Pinkie! You look, um, very different!” Twilight called up to her friend, giving a single gulp as she hoped her friend still had her wits about her.

“Boy, you said it! When those pixies turned me into a Pink-topus, I didn’t know what I was gonna do!” the fun-loving mare giggled jovially, looking around at her fellow ponies. “But then I thought, ‘Pinkie Pie, you gotta spread some smiles around town! Where are there gonna be lots of confused and scared ponies that could use a smile?’ And it hit me, like BLAMMO! The shelter under town hall!”

“Riiight. And, uh, how did you get so big?” Twilight inquired, trying to avoid any of the tentacles getting too near her.

“Oh, that happened after I got here!” Pinkie exclaimed, leaning her torso down until her head was near Twilight’s level. “At first it was just me and Dashie-toy, but then when I got down here, I just felt the urge to start a great big orgy with my fellow ponies! Nothing brings a smile to my face like a little group sex! And, well, I guess fucking makes me and my cock-tacles bigger! Right Caramel?”

She turned to one of the suspended ponies, a mustard yellow earth pony with brown hair whose tongue was hanging out. “Holy f-fuck, I can’t feel m-my legs~” he moaned, his back arching as the tentacle slid out and back in forcefully.

“Hehe, good boy!” Pinkie praised him.

Shaking her head, Twilight waved up to the giant pink pony to get her attention back. “Pinkie, focus! You said you and Rainbow Dash were together, right? Where is she?! We need all the help we can get!”

Shifting in her seat, Pinkie shook her head and maneuvered one of her tentacles to the front. “No no, it wasn’t Dashie! Just a toy that looked like her! Check it out, it’s even got her voice lines, funny right?”

Twilight looked down at the small light blue toy speared on the head of one of Pinkie’s tentacles. “Thank you for using Toybow Dash for all your sexual needs! Don’t worry, I can stretch to fit aaaany size, stud~!”

Having already seen Rarity’s fate, the alicorn had a sinking suspicion that there was more to this toy than Pinkie had assumed. “Okay, Rainbow’s out then. But how did you get away from the pixies? They’ve been chasing me all morning!”

“Oh yeah, funny story! So when they ambushed me, their magic went ‘pzzew, zap!’ and it bounced off of the mirror in my bedroom! Half of it hit the pixies who fired it, and they all turned into dildos, so I left them back at Sugarcube Corner! Guess they’re not immune to their own magic huh?”

A lightbulb went off in Twilight’s head. The pixies back at her castle - they’d also transformed each other in the heat of the moment! “Not immune to… Pinkie Pie, you’re a genius!”

“I am? What’d I do?” she gasped, though smiling bright at the thought of having helped out.

Pacing around the parts of the room that weren’t destroyed, Twilight explained her plan aloud. “The pixies are affected by their own magic. The group that attacked me ended up transforming each other before I got back; I think the power’s acting like a high for them or something similar. And,” she continued, recalling the events at the Boutique, “One of them told me that their magic is getting stronger, too!”

“Isn’t that a bad thing?” Pinkie asked, scratching her noggin quizzically.

Shaking her head, Twilight went on. “On the contrary, I think it’s exactly the edge we were looking for. The pixies are getting unstable, they’re not accustomed to having this much magic at their control. That’s why they’re going around letting off magic on whatever ponies they can; I don’t think they can control it all, so they’re trying to let it loose on whoever they can without turning on each other!”

It was all coming together. The pixies were desperate to recapture her to let off some of this excess energy they were gathering from the entire town, they must be practically buzzing to get any remaining ponies they can by the sound of things!

“But Twiilght, I dunno if we have that long! Sooner or later those pesky pixies are gonna find their way inside, and I don’t want them messing up my fun!” the octopus-mare cried, pouting at the thought of having to give up her fellow ponies.

Twilight gulped. This part was gonna be the hardest. “That’s why… I’ve gotta go out there and face them.”

“WHAT?!” Pinkie gasped, reflexively tensing her tentacles as the ponies above squealed in delight. “Twily, that’s crazy talk! I know you’re super duper good at magic, but there’s gotta be hundreds, maybe thousands of pixies out there, they would overwhelm you in seconds!!”

It was a fair point. This idea that was forming was downright foolish to try alone; but Ponyville didn’t have that much time left. Who knows how much more havoc could be wrought if she fled to Canterlot before returning? No. It had to be her.

GIving a wry smirk, she glanced up at her towering pink friend. “C’mon Pinkie, give me some credit! I am the most powerful unicorn ever, the only one to ascend to an alicorn in memory! What are a bunch of pixies gonna do to me?”

“Suck you into the pages of a book, forcing you to adopt the role of a character and live out your deepest, darkest fantasies of getting absolutely raw dogged by a tall, dark, and handsome lover who sets your heart fluttering with even the slightest smouldering glance?”

Staring at her friend, Twilight shook her head in disbelief. “I’m not even gonna ask how you know.”

Pinkie giggled. “It’s what I do!”

Twilight turned, facing the front door of the town hall. It was now or never, and she had to fix this before nerves got the better of her. Taking a couple of deep breaths, she steeled herself for what was to come. “Pinkie, if I don’t make it back… tell Princess Celestia I’m sorry. I tried.”

With a tear welling up in her eye, Pinkie waved one of her cock-tentacles at her departing friend. “I believe in you, Twilight, show those pixies who’s boss! You’ve got this!! Right everyone?!”

A bunch of dazed and distracted moans followed the call, as much of an endorsement as she was going to get, likely. Even Rainbow chimed in with a cheery, “Goooooo, Master! Fuck ‘em good!”

Those few steps to the door felt like an eternity to the alicorn. She got her breathing under control before casting a voice amplification spell on herself. “Pixies, we surrender! I’m coming outside now!”

The buzzing seemed to drop from a fever pitch as dozens of chittering voices spoke to each other. They almost seemed in disbelief at her giving up. Would it really be that easy, they must have wondered?

But Twilight had no intention of going down easily. She went over her plan again. It was pixie magic that started this whole mess, and pixie magic would end it. She just had to hold strong for enough magic to be fired at her, then rebound it outward in one massive wave that would take out all the pixies, and change everything back to normal!

… she hoped.

It was a long shot, that’s for sure. She would only have one chance at this.

She just had to make it count.

With a firm push, Twilight threw open the doors of town hall and started her long walk. The pixies were everywhere; they hovered to her sides, they clung to the pillars and roof of the building, and anywhere she looked, all she could see was a cloud of buzzing wings and small bodies.

Even from here, Twilight could tell how agitated the pixies were. Their fingers crackled with magic, and they couldn’t stay still as they hovered. She just hoped that meant she was on the right track.

The pixies led her toward the town square. She glanced at the fountain, which had quite a few more pony statues adorning it than she remembered. There were no more ponies on the streets, though Twilight could see eyes glancing out of their windows, scanning to see if the trouble was over. All the more reason to stick to her plan.

She saw what they were heading toward. Hovering in front of the fountain was a palanquin throne, seemingly made of bird nest and tied together with grass and flowers, held aloft by four pixies flanking either side of the seat.

Sitting on that throne was who Twilight could only assume to be the leader. She was noticeably larger than her fellows, with flowing orange hair that reached her knees.

“You wish to surrender?” a soft voice like a breeze wafted from the queen, unlike the harsher raspy voices Twilight had heard thus far.

She gulped. “Y-Yes. Ponyville surrenders to your might. Please… let me serve you, I can be quite powerful as your ally and–”

“This one speaks lies, Mother.” Another voice chimed in, and Twilight recognized the pixie that had confronted her at Rarity’s house. “The pony rejected my offer out of loyalty to its kind. She is not fit to join the ranks of your swarm.”

The queen steepled her fingers, the buzzing of her army’s wings distracting as they awaited her command. “And yet we cannot pass up such a valuable prize. What would you have me do, daughter?”

The blue haired pixie grinned with those sharp little teeth as she flew up to the alicorn’s face. “Give her to me. After she is a pixie, I will break that rebellious spirit of hers. Perhaps she will make a nice servant girl until then.”

A moment of thought was enough for the queen to consider this proposal and stand from her throne, taking wing and joining her daughter as the pixies around them closed in. “Yes. Mold her into a faithful servant, and then we shall see whether she can be a useful tool for our needs.”

Gritting her teeth, Twilight tried not to show any emotion. Like Tartarus was she about to become another maid against her will! She just had to act at the right moment, and her spell would need a lot of energy to fire up to its full potential…

The queen flew higher, her voice booming so that all could hear. “My swarm! Harness your power and show this pony what happens to those who oppose us!”

This was it! Twilight recognized her chance when she heard it, as the deafening drone of pixie wings began to drown out everything in the surrounding area. Bracing herself, she began to cast a spell - one that would allow her body to absorb the magic the pixies would foolishly fire at her!

“She’s casting a spell! Stop her!” the screeching voice of the Queen rang out, as a barrage of pixie magic began to pummel the purple princess.

Her legs wobbled, struggling to stand under the massive tidal wave of transformation magic. Already, Twilight could feel herself beginning to change, her body unable to resist as she channeled her horn like a beacon to absorb as much magic as she could. Her body was already rapidly shrinking as the pixies attempted to convert her, wings thinning out into gossamer petals and a curly pair of antennae growing from her forehead.

So close… just have to hold out… a little longer…! Twilight urged herself to keep concentration, even as her assets were shrinking to fit a more slim and petite form.

At last, her horn flashed just as she reached her full diminutive stature, barely a foot tall and fully pixiefied as she raised her arms above her head. “In the name of Princesses Celestia and Luna, and all the ponies you’ve toyed with… get the HELL OUT OF MY TOWN!”

The air crackled with magical energy, splitting the very fabric of reality before them as a dimensional portal ripped open, displaying a hellish and barren landscape beyond that Twilight knew all too well. The pits of Tartarus.

Twilight grinned at the sight; it had worked! The pixies’ own magic had been attuned against them, and now it was just a matter of time before…!

Immediately the panicked shrieks of the pixies lit up the sky as the portal began sucking in the closest creatures like they were little more than bugs trapped in a hurricane. None were safe from its pull; the pixies on the fringes of the swarm tried fleeing back into the forest nearby, but found themselves tumbling through the air as waves of the banishment magic drew them in.

The power of the portal left Twilight trapped in her upright stance, holding it together as best she could, but even she wasn’t free from its effects. It seemed to recognize her new forced form, and only her focus as the spellcaster keeping her rooted to the ground.

It’s too much! Twilight thought as she gasped, wincing with her arms shaking and head throbbing. It’s going to pull me in too…!

The spell was too powerful; she had never cast a banishment spell before, and her inexperience was making it unstable. Twilight could feel her magical energy being drained just to keep the spell alive, as the last few pixies desperately tried to avoid the portal to no avail. Even the Queen herself had long since disappeared into its murky depths.

Finally, the swarm was silenced as the final pixie passed through the dimensional barrier, and Twilight screamed as she forced her arms together, shutting the portal for good just as the last of her strength ebbed from her body.

She… she’d done it! A laugh trickled from her mouth as Twilight wobbled on her feet, the world going blurry as she collapsed from exhaustion.

Ponyville was safe… she’d saved the town from utter destruction. That was all that mattered…