Pixie Panic in Ponyville!

by Zaphod

Rating: mature
Tags: Other, Fluttershy, Porn, Sex, Fetish, Spike, Profanity, Slice of Life, Twilight Sparkle, Anthro, Main 6, My Little Pony: Friendship is Magic
Length: 45780

The heat-addled town of Ponyville is up-ended when a displaced group of pixies starts wreaking transformational havoc!

The Everfree Forest harbors many strange and mischievous creatures, such as the woodland pixie. These frightening little creatures are fierce and driven, possess unfathomable and strange powers of transformation.

So it would be rather inconvenient if a large swarm of them happened to be displaced from their forest home, left to search for food and lambent power in the surrounding areas to survive.

And wouldn't you know it, Ponyville happens to be in its peak heat season right now. I'm sure this is a recipe for success!

Cover image is 2659679 on derpibooru.

This story is primarily centered around transformation and is going to contain a lot of weird content. As a courtesy, I will be detailing the kinks and oddness in each chapter in the description as a content warning.

Chapter 1: Fluttershy (Succplant, Inanimate TF, Hypnosis, Mind Control, Large Lips, Blowjobs, Cum)

Chapter 2: Twilight Sparkle (Masturbation, Species Swap, Identity Change, Shrinking, Maid, Trapped inside a Book, Bad French Accent)

Chapter 3: Applejack (Cow, Slow TF, Feral, Breast Expansion, Hypnosis/Mind Control, Breeding, Light sweat, Masturbation, Semi-Public Nudity)

Chapter 4: Rarity and Spike (Dildo TF, Sex Doll TF, Inanimate TF, Butt Plug, Shrinking, Unaware Use, Masturbation, Pseudo-Bondage)

Chapter 5: Rainbow Dash (Inanimate TF, Masturbation, Shrinking, Group Sex, Onahole TF, Sex Toy, Limb Nullification, Suppressed Desires)

Published 2021-08-02 00:50:01 UTC
Last updated 2023-07-22 13:07:15 UTC

Fluttershy

The sun beat down on one sweltering summer’s day on the cozy rural town of Ponyville. On the surface, one might assume that this was like any other midsummer day with the townsponies going about their business, buying local food at the market, and generally enjoying their time together.

The weather team had promised a straight week of sunshine and heat, and most folk in town were pleased at the fair turn of the weather for a change after the dismal and rainy month preceding it. But the mares of Ponyville were none too happy this day, because of one crucial oversight to the weather plan.

It was the prime heat season in Ponyville.

Most mares found their heat uncomfortable, but bearable on most days. But when the weather took a turn for the humid, all bets were off. Those who had a partner to satisfy their needs could brave the outdoors as usual, but all of the calming tea and cold showers in the world couldn’t stave off the worst of it for those unlucky enough to be single.

But this summer, the town of Ponyville would experience yet more complications to their uncomfortable week of torture. You see, Ponyville’s proximity to the Everfree Forest made it a prime target for any nasty or mischievous creatures lurking in the depths to venture forth and stir up trouble in the quiet country town.

It just so happened that this year, a swarm of woodland pixies had been forced out of their forest homes by an out-of-control boom in the local Fly-der population that threatened their dwellings. Rather than risking a chance at being caught in their sticky webs, the pixies now flew low over the thick forest trees as they escaped the infestation, quarrelling and bickering at each other in their squeaky voices and snappy, chittering language.

Exhausted from their flight, the tiny feminine figures were bumping into each other in midair and getting tangled in limbs and wings. Tempers flared high in the humid weather, and even the light grass skirts adoring their petite bodies did little to stave off the muggy heat. Two particularly fierce looking, redheaded pixies had landed on a tree branch facing each other, their hands crackling with magic as they glared daggers.

But before a fight could break out, one of their scouts returned to them, fluttering on her wings as she landed near the front of the swarm. She chattered wildly, telling of a nearby town filled with ponies, and even better - all the females were dripping with sexual energy!

Many of the pixies licked their lips at her story, rubbing tiny clawed hands over their grumbling bellies. Lustful magic was a rare treat for them to enjoy in their normal home, and the promise of a whole town full of it was a welcome idea in the face of losing their dens and dwellings to the fly-ders. It also made their next destination an easy choice.

The swarm took to the air as one, wings buzzing and mouths salivating as they flew on, spotting the thatched roofs and the tall silhouette of a crystalline palace at the town’s edge rising above the landscape. With nostrils made for hunting, the pixies caught the scent wafting on the air like fresh honey, and even more surprisingly, there appeared to be six enormous wellsprings of magic in the town, stirring up the swarm into a fervor.

Today would be a feast to be remembered for sure.

With a rush of excitement in the air, the swarm broke apart, with groups of five pixies splitting off to chase after these beacons of magical energy. On their own, an individual pixie wasn’t much to be afraid of, but even in small groups, these devilish creatures wouldn’t hesitate to trap their victims in humiliating ways, leaving them unable to escape as their latent magic was consumed by the pixies.

It was fortunate, then, for the first group of pixies who skirted the edge of the Everfree Forest while following the magical signature that led them to a small cottage on a hill, quaint and welcoming, where a bright yellow pegasus was out in her garden tending to her flowerbed.

***

Fluttershy hummed a merry little tune as she bent low over the bright daisies and petunias as she watered the flowerbed generously. These poor flowers needed all the water they could get if they were going to survive this blistering heat wave that lingered over Ponyville, and she never was one to let her garden go uncared for!

As the last drops fell out of her watering can, she stood to her feet, letting out a satisfied sigh as she wiped an arm across her forehead. “There you are! That should keep you hydrated for today, my pretty flowers! Enjoy~”

As she sat down on her porch steps, Fluttershy let out a tired sigh as she put the watering can to her side. She looked down at herself, blushing furiously as both her white tanktop and her red gardening shorts were stained with sweat and… other fluids. Her yellow coat was starting to get matted and damp from the exertion that her garden needed.

The heat season was always an ordeal for her - and she did her very best to isolate herself from her fellow ponies - but the combination of her being horny coupled with this overbearing summer heat was an awful combination. “I should speak to Rainbow Dash about their weather schedule,” she said to herself. “All the townsfolk must be so uncomfortable…”

She wondered how her friends were handling this season. Despite their popularity as the Elements of Harmony and the multiple times they had saved Equestria, all six of them were woefully single as ever, with no partners in their lives to help satisfy their… base urges.

Not that some of her friends would even have time for that kind of thing, Fluttershy thought with a smile as she looked up into the bright blue sky. Rainbow was most likely off busy with her Wonderbolt training, zipping around the clouds in a carefree manner as she beat those powerful wings, the wind slipping over her toned, athletic pegasus body with every dive. She would land nimbly on a cloud as she gave a cocky smile, her heart beating as her muscular body glistened and shone in the afternoon sun…

The mare blinked. Her left hand had started to gently rub her breasts through her tank top, and her right hand had drifted to start unbuttoning her shorts. She shook her head, trying to clear the haze over her thoughts. “No, no, not again! Those are your friends,” she whined, not entirely convincing in her denial. “J-Just because you can’t control your heat doesn’t mean they would b-be into that…”

She just had to think of something different, more mundane. Like Applejack, who was surely still working out on the farm on a day like today. She would be tending to the livestock in this heat, or maybe stacking up bales of hay in the barn. Having seen her friend lift an entire bale over her head with the raw power of her upper body, Fluttershy knew that the farmpony was sure to be working as hard as ever. She would flex every muscle along her back and arms as she heaved the haybales into place. That brown stetson on her head would be pushed back as she turned to the barn door with a sultry glance, her long blonde hair dancing in the low light as she worked...

“Ahn…” Fluttershy couldn’t stop herself from moaning as her right hand made its way inside her panties, the faintest brush against her clit as her fingers were right at the edge of dipping inside her wet folds. Her breath was heaving, and she panted as she came back to reality, the sweat already starting to roll down her forehead from the long pink hair lining her head. “I… I shouldn’t…”

But her body told a different story, her luscious and beautiful wings unfurling slowly as she got herself worked up, her left hand resuming its massaging of her chest, teasing the lip of her tank top as the nubs underneath were already poking through, when--

Crack!

“EEP!” Fluttershy bolted up, her hands flying away from her private parts as she whipped her head toward the sound. She trembled in place; had somepony caught her in such an embarrassing act?! She was right on her porch for crying out loud, what was wrong with her?! “W-Who’s there? Hello?”

But there didn’t seem to be anypony at the source of the sound, out near the edge of her property. There was a lone maple tree standing tall with its leaves blowing in the light wind, but other than that… nothing. Perhaps a branch had fallen on its own?

Standing up, Fluttershy re-buttoned her pants and adjusted her tank top into place. “That was too close… these urges are getting worse than I thought,” she mumbled. She had to do something about this insatiable lust burning through her core, or she was going to go downright crazy.

She started walking toward the gate separating her yard from the pathway back into Ponyville, relishing in the feel of warm grass under her feet. With the sun as high as it was, it was just about time for the mail to arrive, and Fluttershy bit her lip in anticipation.

She hoped she hadn’t missed him already, with his slick uniform and messy locks of hair, his rugged chin and wings… It wasn’t wrong of her to ogle the mailstallion that came by everyday, right? Right. They were just friends. Friends could ogle each other even when they weren’t in heat. They could be excused for their eyes lingering on each others assets, on inviting him inside for special tea, on being bent over her mattress while he pulled her pink tail and fucked her raw from behind--

“Aargh!” Fluttershy groaned, hiding her face in her hands as her mind wandered off once more. There was no end to it! She leaned against the outer fence, looking out toward the pathway to town. “Stop it, Fluttershy! As if you’d ever have the nerve to act on that kind of thing,” she said dejectedly, pouting as she stood next to her mailbox.

The pegasus sighed as she ran a hand through her hair nervously. She just wasn’t brash enough to pull off something so suave. That sort of thing was more what Rainbow might do, or Pinkie Pie. But not meek little Fluttershy. Never Fluttershy, the wallflower of the group. Just fading into the background among her friends.

“I’m just like those flowers,” she said with a sad smile as she looked back at the garden. “Passive. Silent. Just waiting to be showered with attention and nutrients until they’re nice to look at. And, best of all,” Fluttershy pressed her rear into the fence post, feeling her puffy pussy grind against the corner of it through her shorts. “They don’t have to deal with damn heat cycles! Give me pollination over heat any day!”

There was a rustle coming from behind her, but before she could turn around, something stung the back of her neck, making Fluttershy flinch as she slapped her hand to the sore spot. “Ouch! What in Equestria…?”

She turned around with a glare to face the pathway, but once again there was nothing there. She stepped forward, edging around the soil-filled pots framing her gate as she marched toward the treeline, ready to unleash the Stare at any creature or insect that had seen fit to annoy her. She was NOT in the mood today!

“Come out and say you’re sorry!” shouted Fluttershy, her eyes still darting around the trees and shrubs nearby. “I can forgive you if you… just… whoa…”

Suddenly, it was like the world was spinning, and Fluttershy felt abnormally dizzy all of a sudden. She staggered in place, managing to keep her balance as she held a hand to her forehead. Had she come down with heat stroke? The sun was still beating down harshly, but this was particularly strong.

Deciding that the best course of action would be to lie down inside with a cold glass of water, Fluttershy turned to head back toward her cottage, her arm leaning heavily against the fence as she walked. She really ought to be more careful, or she would end up hurting herself!

But through her blurry vision, she failed to see the plantpot she had avoided earlier, and her bare left foot came down right into the fresh soil with a noisy squiiish! Recoiling at the sensation of damp dirt on her foot, she let out an “Eeew! Get… off!” as she tried kicking the pot from her foot. It held on surprisingly well against her kicks, and Fluttershy figured she must have wedged her foot in deep.

She sighed. This really was turning out to be a poor day, wasn’t it? At the very least, this embarrassing debacle seemed to have calmed her loins for a short while, and she would take any reprieve she could get.

“Alright, no big deal,” Fluttershy mumbled to herself as she stopped in place, leaning down to try and get her foot unstuck. “Just gotta… get my hands on the pot and…!” She grunted, pulling with all her strength - which admittedly wasn’t very much to begin with - trying to free herself, but it was no use. It was like the plantpot had a vice grip on her!

She was starting to get frustrated at the lack of movement. “Come… on, you stupid pot! Get off before the… mailstallion gets here!” She was so preoccupied that she missed the five tiny heads that had poked out of the leaves of the maple tree, giggling silently as they watched their prey.

Pixie magic was a curious thing. They couldn’t use spells in the same way that ponies could, with their fancy teleporting and levitating and all. But they could… influence the victim in a way that the victim had asked for, either directly or indirectly, and with the right wording that could lead to some very peculiar results.

Fluttershy was almost at the end of her rope. In a last ditch effort, she sat down on the ground, pressing her other foot against the rim of the lid. If she could just get the right angle on it, then surely she would pop free! Taking a deep breath, she pushed, soft and balanced at first, but harder and harder the longer her foot stayed stuck, until---

Sssssquelch.

Her other foot slipped off the lid and right into the pot alongside the first. She could feel the dirt moving between her toes as they wiggled in vain, trying to escape their earthy prison. “Agh, why?!” Fluttershy raged, throwing her hands into the air in surrender. She was thankful that none of her friends were around, or this would be their favorite story for weeks.

Gritting her teeth, she managed to push herself to her feet, wobbling slightly in the pot as she caught her balance. There was nothing for it - she’d have to hop back inside and get some help from Angel or one of her other animal friends. She was about to spring forward on both legs when she heard something.

Suck…

It sounded like a voice, faint as a whisper and barely audible, but as Fluttershy looked over both shoulders, she still saw nobody in her vicinity. Was she losing it? It had to be this overbearing heat… the sooner she got inside, the better. She geared up for another jump, but this time a different sensation distracted her.

“Ahn!” the pegasus cried out, her wings snapping to attention. It was all she could do not to fall over in surprise as she felt a wave of pleasure in her lower body as if something long and hard had been driven right into her nethers. Every squirm she made as she stood there only seemed to tickle her more, and she held a hand against her temple to steady herself.

“What was… that?” she panted, noticing for the first time that her chest was also feeling uncomfortably tight against her tank top. She looked down and gasped, “W-what the hell?!” It was undeniable - her tank top was bunching up along her stomach as her already sizable breasts were pushing outward, expanding before her very eyes. She might have screamed if it didn’t feel so absolutely divine…

Feel good… must…

Fluttershy was dripping down below now - why was she so horny now of all times?! - and her fluids were seeping down her long legs right into the soil in the pot. She was so exposed, but for some reason that only brought her a greater thrill. Her hands kneaded and pressed her boobs together, reveling in the hyper sensitive milk bags as she felt her face heat up with a fierce blush.

There was nothing to be done about it now - she was too worked up, and she’d need to get this under control before she could even think about moving toward the cottage. She let her shorts and panties fall away, both of which had been slipping down her hips for the past minute. If she wasn’t so lost in ecstasy, Fluttershy might have noticed that she’d already lost a foot of height, and was still shrinking within the pot.

Her fingers dove inside her pussy, eliciting a cry of arousal from the mare, while her other hand hovered over her rear entrance. She’d never been much for anal play, but right now her lust was so distracting that any hole seemed like a good idea. She bit her lip, plunging two fingers back there as well. Fluttershy started to finger herself in a rhythm, her tongue finally falling free of her lips and her eyes flitting upward as a haze continued to fill her mind.

Thinking hard… feels good…

“Getting… closer…!” Fluttershy was going to town on herself, absolutely fingerblasting both holes as the voices continued growing louder. She felt her body shift downward; her legs had been sucked into the soil up to her thighs now, but it was of no consequences as her peak grew closer. She was in heaven, every poke and thrust bringing her to cloud nine.

Her fingers were slick with juices now, and felt like a solid pipe thrusting into her from both ends. She was having a tougher time wiggling her fingertips inside to catch those hard to reach places in her love tunnel. In the fog of her lust, Fluttershy managed to look down at her hands, and what she saw shattered the haze of arousal like a bullet through glass.

From her elbow down, both of her arms were long, green, and slimy-looking. She could still feel them moving, twisting and turning with much more flexibility than her wrists had, and Fluttershy had to bite her lip as she felt the tips of these… vines? They poked and brushed her inner walls as she observed them.

“Oh goodness, what’s happening to my arms?!” Fluttershy cried, feeling the panic start to rise. But it wasn’t just her arms, as she looked lower even her thighs were taking on this greenish hue. Was she coming down with some kind of illness? “Okay, just stay calm. All I have to do is pull my arms free, and…”

The moment she started to tug her arms out, there was a loud slurping noise as Fluttershy’s entire lower body, ass and all, was pulled into the soil up to her waist. The sudden force of it was like a vacuum on her body, and she gasped in pleasure as her arms were stuck inside her own body below the soil, unable to be pulled free.

Only suck… nothing more…

It was then that Fluttershy noticed with a cry of alarm how small she had gotten. The pot was about as wide as she was, and her bare breasts were resting on the damp soil, her tank top having fallen from her shrinking shoulders as she was pulled deeper. “Oh my… mmf…” she moaned, every twitch sending shivers up down her spine as she struggled to wiggle even the smallest amount. “I look like some potted plant! Oh no, this is bad! I need to get help before it’s too late!”

She turned her neck as best she could toward the cottage and hollered, “Angel Bunny! Please, help me! I’m sssstuck!” Unfortunately for her, Angel Bunny was fast asleep after his huge lunch and could neither hear her nor come to her aid.

“Sssssave mmmmwah!” Fluttershy cried to no avail, feeling her lips growing plumper, larger, fuller as she tried to call for help. She could see them in front of her face - they were overlarge and crimson red, like she had put on way too much lipstick before they’d swollen up. Perfect for sliding along the long shaft of a stallion’s cock.

Wait, no! She desperately shook her head; where had that thought come from? This was no time to give in to lewd thoughts, she was in danger! But her body once again seemed to disagree, as her nipples grew hard in her pot, brushing against the outer lid.

Suck, good… need to suck…

It was at this point that Fluttershy realized the voice she was hearing was within her own mind, corrupting her thoughts from within. She tried to force it out, but her body wouldn't respond! She tried to hold it together wishing for someone, anyone to save her, but she was utterly alone as she continued changing.

She whimpered in fear as her neck started to grow longer, thinner, and though she couldn’t see it, she could feel that same texture start to replace her skin as it had on her arms. Her eyes flitted upwards again at the raw pleasure of it all. A stem, she realized, separating her head from her chest as it carried her head further upward..

Perfect for daily use…

“I… I can’t…” Fluttershy moaned as her lips continued to push outward, away from her face, as her head became rounder. Her nose had already sunk into the soft flesh of her head, perched atop the long, green stem that seemed too thin to support the bulb-like head she sported. Her eyes were being forced shut slowly, though it was already too blurry to make out details.

Her erect wings, which still poked out of the dirt below her, were rapidly flattening and pressing together, forming leaves that stuck from her back in similar fashion. Her pink hair, too, was bunching into clumps as it stuck together, framing her face in pinkish petals that hung over her hungry lips.

She couldn’t think, couldn’t act, every moment flooded her mind with wrapping her bulb around a stallion, pleasuring him to completion, bobbing back and forth on his pole as he donated his nutritious seed that would feed her roots.

Plant doesn’t think… plant loves sucking…

Flutterplant closed her eyes as the last few changes swept over her form, and her eyes completely vanished. Her breasts were still there, poking proudly from atop her pot as they swelled in size and her nipples bulged as they hung over the lip. A thin string of drool was oozing from her puckered lips, as the plant thought eagerly of its next meal.

She could deny the growing lust no longer, letting it consume her mind as she wobbled in place. “Skk… skk?” The plant’s mouth gave off a few quick sucks to the surrounding air as she got her bearings.

She could no longer ‘see’ through her eyes, but some kind of sensory image floated through her head of the surrounding area, bathed in dull light as if she was only seeing contours. But worse than that, there were no males nearby! How was Flutterplant supposed to get her feedings now?

Just then, the pixies dropped out of the maple tree, cackling at the successful trapping of their victim. They zipped over to the potted plant, and quickly lifted the ex-mare’s clothes up over her stem and bulb head, dumping them out of sight near the forest treeline, hiding any remaining evidence of the transformation.

They flew closely around the plant, which still turned to and fro in its pot, trying to taste the air for any potential dicks that it could latch onto. The lustful magic absolutely oozed from the victim like a waterfall, dousing the pixies in its glow as they absorbed all they could. It was intoxicating to them, like swimming in liquid pleasure.

Flutterplant, for her part, could sense these tiny winged creatures flitting around her plantpot, but as they lacked the equipment to properly nourish her, she paid them little mind. Their tiny hands were gentle as they stroked her petals and tickled her breasts, but they seemed more interested in basking in her presence, which she was content with allowing.

Unfortunately, their merriment would be cut short, as a cheery whistle sounded from down the path toward town, and the pixies could hear the faint sound of approaching footsteps. Quickly and silently, all five bolted back to the maple tree, poking their heads out to see a pony heading toward the solitary cottage, with a saddlebag strapped over their shoulder and a cap stamped with a winged envelope on their head.

To their delight, as their wicked little mouths curled into smiles, they saw that the pony was a male earth pony, strutting closer to their new plant as he whistled and picked a few letters out of his bag. They lay in wait, eager to see how their new victim reacted.

“Aha, there they are!” Silver Shine stopped whistling as he found the letters he was looking for, pulling them from his bag as he turned back to the cottage. “I hope Miss Fluttershy has found a way to beat the heat this week, it’s a real scorcher out here.”

He looked around outside as he reached the gate. “Huh… she’s usually out gardening at this time of day. I hope she’s doing alright,” he pondered aloud. Silver Shine was rather new to the Ponyville mail team, and one of the only earth ponies out on delivery, but he didn’t mind the extra hoofwork. It gave him a chance to get some fresh air, and especially to see Fluttershy daily.

Silver smiled, thinking back to their first meeting - he had surprised her as she tended to her flowers, but they struck up a conversation about their favorite gardening techniques and, well, the rest was history! He was a bit bummed she didn’t seem to be around, he wanted to invite her out for a break at Sugarcube Corner later. Oh well, perhaps tomorrow would be better.

“Well, that’s the way it goes sometimes,” he told himself, putting the two letters in her mailbox as he flipped the flag up. Just as he turned to leave, there was a nudge against his pant leg, and he peered down at it with an inquisitive look. “Oh, what’s this?”

There was a new plant at the gate, one he was sure hadn’t been here yesterday. Fluttershy must have recently gotten it, he surely would have remembered such a unique looking plant. Its bulbed head was about the size of a grapefruit, and it prodded at his leg with its lipped mouth.

The foliage was lovely, a splendid mix of pinks and greens, reminiscent of Fluttershy herself, and it all culminated in two huge bulbs at its base. On a closer look… he had to blush at how they resembled breasts, with excessive cleavage and nipple-like protrusions.

“Well now, what a unique plant. I wonder where Fluttershy got it from,” Silver said as he crouched down to inspect it.

The protruding lips were making sucking sounds that were hard to ignore. “Ssk… Ssk…?” Strange, behind the sucking noises there had been a humming sound, almost giving voice to the plant. And… did it sound familiar for some reason?

Suddenly, the plant’s bulb shot forward, latching onto the crotch of his pants as Silver flinched at the quick movement. “Gah!” he shouted, feeling the plant’s lips clenching down on his package, rousing it from its slumber. Once over the initial shock, his face morphed from surprise to interest.

“Ooh, I think I’ve heard of these plants before!” he proclaimed as he stood up, pulling the plant’s head with him. “Perennias succulus, more commonly known as the Sucking Flower! Fluttershy must have planted this here to greet any, hah… male guests.”

Silver’s blush had returned, but this time it was one of excitement. “Well, I suppose I’ve got time on my route… and if she planted this for visitors, then...”

Gently, Silver moved a finger between his crotch and the flower’s lips, letting them wrap around his index finger instead. He used his other hand to unbutton his trousers as the plant sucked on his digit with an audible ‘ssk-ssk!’ It was a sloppy sound, and the bulb was already drooling as it slid over his pointer. It sure was eager - which just made him more excited for the main event.

He chuckled as his hardening cock fell into his hand, throbbing as it waited for some attention. He guided the plant bulb back to his crotch as he said to himself, “Part of me can’t believe Fluttershy would have planted something like this. Maybe she’s not as reserved about this stuff as I thought…”

Flutterplant was in heaven as she slurped and slobbered on the digit. Her lips seemed to wrap around it perfectly as her head bobbed up and down. She knew this male, Silver… something, she couldn’t quite place the name in her clouded mind. Only… his dick seemed so small, barely filling up her sucking mouth! Perhaps he was shy, that meant she’d just have to try harder to wake him up!

But as she continued to lather it up, her limited sight found something more, something larger poking from his pants. It oozed a scent that was intoxicating to her new plant senses. She felt her head being moved back toward him, and closer to this larger object. Her lips quivered - would she get a second treat? Silver was so generous, treating her well! She’d have to repay him…

Her lips bumped against this delicious-smelling new object, and Flutterplant instantly released the small stick in favor of this new thicker pole. She pressed tight on it, opening her lips eagerly to swallow up the wonderful offering. She heard Silver grunt with pleasure as he slid into her bulb.

“D-Damn! So tight!” She heard Silver gasp as her warm, wet mouth slid further onto his cock, burying deep in her bulbed head. He leaned his body over the plantpot for leverage, putting his hands on the fence for support. “If it - ah! - squeezes me like this, I won’t last for long…!”

That made Flutterplant bristle with pleasure. Somewhere in the far reaches of her mind, she realized that her fantasy had come true, with Silver balls deep in her waiting hole, and that only pumped more pheromones through her system. “Glk… glk…” The sounds coming from her lips were wet and his entire shaft was now covered in her drool as she took his whole length in.

He started pumping into her, his hips thrusting in and out as Flutterplant hummed in ecstasy. The vibration seemed to entice him, as she sensed his toes curling inside his shoes, his tail flicked restlessly over his own backside, and his grip on the fence only tightened.

“Ah! Wish this was actually Fluttershy sucking me off,” Silver panted as he pumped in rhythm into the plant. “Just the thought of fucking here in the mouth is gonna make me -- mmf!”

As he crossed his peak, Flutterplant clamped her lips down on the cock, ensuring that not a drop would escape her hungry mouth. His dick spewed forth, splattering the back walls of her mouth with ropes of his creamy seed. She craved it, continuing to suck as he came; there was so much that she felt a membrane in her bulb open up, as his load started to be pulled down her stem as she swallowed it up to leave room for more.

Eventually the torrent of cum stopped, and Flutterplant savored the last few shots in her mouth, letting it pool and stick on her tongue within. Silver’s cock slowly slid out of her mouth with a pop and a thin, sticky string was all that was left connecting it to her lips.

Plant full… so much seed....

The globs of seed that had slid down her throat-stem were congealing in her gullet as her body started absorbing the moisture and nutrients from her meal. Her roots were pulsing with energy.

“Holy s-shit…” Silver moaned as he put his dick back in his pants and picked up his bag. “I’ll be back tomorrow for sure! Maybe Fluttershy can tell me all about this plant…” As he booked it back toward town to continue with his mail route without a look back, the pixies returned to their well-used toy.

Flutterplant just basked in the afterglow of her encounter, gulping down the remaining seed in her mouth. Those tiny pixies were back, dancing around her pot, but she paid them no mind. After all, she had accomplished her goal! A suckplant’s only purpose is to be useful to her master’s desires!

Love sucking… grow stronger...

Neither she nor the pixies noticed as her body swelled several inches larger, stronger from absorbing the rich and nutritious meal. Her hair petals and wing-leaves both angled toward the sun, happy to soak up some of the rays after her exciting day.

The tiny winged pixies were happy just to celebrate a transformation well done, as they skipped and fluttered around the plant. If the rest of the swarm was half as successful as them, then this would be a feast remembered for generations!

As it turned, the other pixies were finding their own bounties of lustful magic within the town, especially for the group that had alighted toward the towering blue crystal palace on the edge of the town. Something within was giving off enormous energy signatures, and their mouths watered with hunger as they flew silently into the main hall.

The interior was completely empty, although the large crystal dais in the center of the room was giving off some noise while the lone image of a butterfly was pulsing on a map, but the pixies chose to ignore it as they flew inside.

Finally, they reached the upper floors where the magic was emanating from, and crept up to a cracked bedroom door as they peeked inside.

Applejack

On the outskirts of Ponyville, another group of pixies was fluttering through the trees of an apple orchard. Their bellies grumbled, not for the juicy fruits that were growing, but for the allure of magic pulsing with raw lustful energy, which was emanating from somewhere beyond the trees. They zipped past a wooden treehouse in the grove, paying no heed to the voices coming from within as they continued on their way.

Before long, the trees started to thin out, and the pixies were flying over a sprawling farmyard in the bright midday sunlight. A large rustic farmhouse and barn stood tall on the flat landscape, with several pens of livestock nearby.

Below them, a sole figure crossed the yard: a shirtless crimson stallion with a rust orange mane was hauling a barrel of slop toward a nearby pigpen, where a group of the beasts were congregating by their food trough. His strong, muscled back flexed as he held the barrel on his shoulder, and one of the pixies stopped to drool until her sisters yanked her back into formation..

There would be plenty of time for... other endeavors once they secured their main energy source, after all.

Back on track, the group of five flew towards the barn where this magic was radiating from, and used one of the upper windows to slip inside the structure. They alighted on the rafters far above the ground, and peered at their prey below…

***

“Whew! That’s the last of ‘em!” Applejack said with a grunt as she heaved the final bag of feed into place against the wall of the barn. “Got plenty extra squared away for the season now.”

Taking a moment to step back and admire her work, the orange mare used a forearm to wipe her brow, and leaned down to grab her water bottle for a quick swig. The water was cool and refreshing as it slid down her throat, although it sadly did little to stifle the other itch burning through her body.

Heat season had never been a particular problem for Applejack. Ever since Granny Smith had given her ‘The Talk’ years ago, she’d understood well enough that it was just part of nature, and her own body’s drives and urges. Most of the time, she would clear her calendar for the week and ride out the worst of it in her room, where she could tend to her needs.

Unfortunately, a mixup in their trade ledger had left the farmhands without enough livestock feed packaged away, and the delivery for Cherry Blossom at their family’s farm over yonder could be safely delivered on time. But with Big Mac already busy covering both his and her weekly chores, she’d had to step in and fix the mistake in time for the pickup later today, as well as to drop off their new dairy cow as part of the trade.

The manual labor had been a good distraction from her burning loins for a time, but now that the work was behind her, that familiar urge started to build up once more. Applejack scoffed, unbuttoning the top button of her work shorts and taking her stetson off to fan her crotch for a moment.

“Consarnit… could sure use a ride on Ol’ Reliable right about now…” she murmured to herself, thinking of the red beast lurking in her underwear drawer back at the farmhouse. Glancing at the large barn door, Applejack bit her lap. Mac would be out working the fields for a good long while now…

A flare of heat from her nethers practically made the choice for her. Placing the water bottle on a nearby stable wall, she slinked off behind one of the hay piles littered around the barn, and leaned against it, hidden from view if anyone happened to walk into the barn as she peeled her shorts and panties from her hips.

Her skin glistened with the sweat of her recent lifting, and a quick dip of her finger between her legs confirmed what she already knew - her slit was moist and aching for attention. A hot breath rolled from her mouth, a mixture of a sigh and a pant while her face flushed. Her fingers went back in - two pressed into her folds as her thumb rolled over her clit, making her shiver in anticipation. Just a quick rub would do the trick, then she’d hightail it back to the farmhouse and take a long bath to cool off.

But of course, fate never let any plan go off without a hitch.

“Mmmmoooo?”

Applejack jumped so fiercely that she was half scared her heart would bolt right out of her chest. She quickly turned to the sound as a large black bovine head poked over the stable wall to her right, hanging above her as it observed her secret act.

“Sweet Celestia, Samson, ya just about terrified the fur off my back!” she said aloud, trying to get her breathing under control. Despite the admonishment, AJ couldn’t bring herself to be mad at the big guy. He was just curious about the sounds she was making after all. She reached a hand up to pat the bull’s cheek, leaving her other one knuckle deep inside herself. The sooner she could finish up and get gone, the better.

But something was agitating Samson. She could hear him pawing the ground with his hooves inside the stall, and he was lightly tossing his head back and forth, his large nostrils flaring as he snorted the air. And there was another smell wafting through the air, one that she knew all too well from her many years working on the farm. Bull pheromones.

The mare lifted her hand to his horn, trying to steady his thrashing, having to divert her attention from her own need for a moment.. “I know Samson, I know. You’re in the same bind as I am right now, I reckon,” Applejack said with a slight edge to her voice, looking down at her needy, slightly leaking pussy as if it were all its fault. “We’ll find you a nice Bessie, and y’all can sire all the cute little calves you like, don’t ya worry!”

The bull calmed down a bit, looking at her soulfully. She wondered just how much of that he understood, if any. She let go of his horn, turning back to her own problem with a huff of irritation. “Land sakes, this is unbearable… wish my problem were half as easy as yours, big guy.”

Far above her in the rafters, Applejack was blissfully unaware of the group of pixies lurking, nor could she anticipate the bolt of magic flying from their hiding place, careening toward her like lightning as it arced down her spine, brushing the skin before finally zapping her at the base of her tail. The mare arched her back at the sensation, letting out a cry of ecstasy as if she’d bumped her g-spot, despite her fingers only still hovering at her lower lips. Her eyes temporarily rolled into her skull as the pleasure buzzed in her mind.

“Hah… wha-... what was that?” Applejack panted, looking down at herself. Her skin was tingling as if she’d just cum, but there was barely any fluid between her legs. Worse still, her cunt now burned with almost agonizing heat. She whined, “Nnnh, why in tarnation do I need it so badly?!”

With the distracting heat now too much to bear, Applejack knew she’d have to finish up before she could leave, or else she ran the risk of Mac or Granny noticing her plight. She drove her fingers back into her pussy, sliding easily into the already lubricated tunnel. Her other hand slid up under her shirt to grope one of her breasts, popping a button from her top with the strain.

Her whole body felt like it was on fire, every touch of her skin on the floor, the hay, her toes curling as she fingered herself, all of it felt like it was multiplied tenfold over her senses. Applejack was panting now, her tongue hung from her mouth as she kept up the pace, every thrust of her wrist punctuated with “Hah!”, “Mmmf,” and “F-Fuck…!”

She was so absorbed in the ecstasy, she failed to notice the pixie magic spreading from her lower back. Her tail began to grow, longer and thinner as it extended from her spine behind her. Its long blonde hairs fell away in clumps, mixing with the yellow hay beneath her as only a tuft of hair was left on the very tip.

“Mmm, f-feels so gooooood,” Applejack droned on, moaning as her fingers pinched her nipple for a jolt of pleasure. She threw her head back against the hay pile, closing her eyes as she basked in the glow.

Meanwhile, her fingers were growing thicker and darker, the fingers bloating as they too began to change. She moaned, the penetrating fingers in her pussy growing as well. A pair of small horns began poking through her hair, adding to the pounding feeling running through her head.

It wasn’t until she began to have trouble squeezing her breasts that Applejack paused for a moment, her panting breaths stifled in this corner of the barn. Her fingers were feeling weird, abnormally numb as she pleasured herself. She cracked an eye to look at her hand when--

“W-What the fuck?!”

Applejack sat bolt upright as she looked down on her hand in horror, seeing the fingers of her hand - both of her hands! - swelling and fusing together into hard black hooves. Her palms were pressing outward, forming the base of the hoof as she began breathing faster, her mind racing. All the while, she found it hard to concentrate as she was achingly horny, her nethers practically begging for her fingers to come back and finish the job.

“This… this ain’t real. I done passed out or… or something…!” Applejack rationalized to herself, raising her hands to her cheeks as if to pinch herself awake, but only felt the smooth hard surface of the hooves pressing into her skin. One thing was for certain - she wasn’t dreaming. “T-Twilight! She oughta know what’s going on here, just gotta hustle over and sort this out!”

She figured she could slip by Mac and give him some excuse while she was gone. With a nod to herself, AJ pushed herself to her feet with the strength of an able farmgirl. But she didn’t expect the feeling of imbalance to wash over her, making her flail her arms as she shouted out and fell forward. She threw her hands out quickly to catch herself, landing hard on all fours as her new hooves broke her fall.

Groaning, she looked back at her legs, instantly wishing she hadn’t as her face drained of color. Her legs looked… wrong, somehow. The ankles were too far up, and she swore she could hear the pops of bones and joints reforming. Worse still, her ass looked downright thick from this perspective. She’d prided herself on a sizable caboose of course, but it was like her lower body had packed on dozens of pounds extra.

“Aw c’mon, not the tail too!” she cried out, seeing her once beautiful blonde tail reduced to a thin wisp of hair on the end of a long orange-furred ropey tail. She tried giving it a tentative flick, finding it was much more prehensile than her old one.

And it looked strangely familiar, too... though she tried not to focus on the feeling of it coming to rest on her bare ass, which hung higher than she’d have liked in her all-fours stance. Her shorts and underwear lay discarded on the floor; no way she’d be able to pull them back up with these cumbersome hooves for hands!

Applejack shifted awkwardly on all fours, feeling way too exposed. What would Big Mac say if he saw her like this? She couldn’t just walk past, no, she’d have to sneak out now… on top of that, her button down shirt was starting to feel uncomfortably tight as she tried taking a few tentative steps forward with her arms - though they were more of front legs by now.

Ping!

Another of her buttons shot off her shirt, bouncing off the floor as it rolled behind a bucket. “What’s… hah… happening to mmmme?” Applejack mumbled, her lips starting to feel oddly numb and swollen as she talked. Her top strained at the seams, the stitches tearing more and more by the second. Stumbling uneasily on her hooves, she took a few steps and started heading for the barn’s back door. Maybe she’d be able to slip out unnoticed, take a detour through the orchard…?

SHHHHRRRRRIIIP!

At last, the strands of her top gave way, leaving her breasts to burst free of their confines and swing below her chest like ripe juicy apples ready for harvest. Applejack’s mind was hazy, both from the stuffy heat and the sensations pulsing through her body every few seconds. She couldn’t deny that it felt incredibly good to let the girls free. She raised her forearm to her chest, hoping to release some of the tension she felt with a quick rub to her tit.

Her wrist bumped into an object she wasn’t expecting, equally as sensitive and almost as large, and a gasping moan fell from her lips as she brushed against it. But what was…?

She craned her neck down to see, her eyes widening as the object - or rather, objects - became quite clear. There was a second pair of breasts hanging below her torso, just under the first pair.

“Wuh…?” Applejack said, at a loss for words She almost wouldn’t believe her eyes if she hadn’t just felt them with her own hooves. This was wrong, so bizarre, so terrifying!

...So… hot…?

The mare was having a hard time keeping her thoughts straight. The distracting heat in her loins was so pervasive, overwhelming her limbs. She trembled on all fours, her mind beginning to wander of its own accord. She couldn’t stop the mental image of a stallion running his big, strong hands over her body, of him leaning his weight on her as she was pinned down, of having her cunt downright stuffed full by his--

A wet splatter fell onto her cleavage, and Applejack realized she was drooling just thinking about it. And not just from her mouth… she shifted her back legs, uncomfortably trying to dispel the feeling. “Too mmmuh… much thinking about it,” she said to herself, shaking her head back and forth trying to focus. “Need to… get out of here… ‘n go to…”

Go where? She had a plan, she remembered thinking about it. But her thoughts were so disjointed, broken up. She barely even felt it as her toes started curling inwards, growing thick and dark the same as her fingers had. She didn’t notice as the last remains of her feet melted away into rear hooves similar to her front ones.

She knew she had to avoid her family but… why? The answer was on the tip of her tongue, but she just couldn’t recall. Thinking was hard now.

It didn’t help that Samson was starting to get agitated again over in his stall. She could hear him lowing loudly, as if trying to get her attention. His large head was rattling the door of the pen, jangling the bar that was locking it in place. But the thing about him that was really distracting her the most?

It was his smell.

Something about it was captivating her mind completely. It wafted through the humid barn, and Applejack instinctively raised her head a bit, giving a few big sniffs to the air. The intoxicating aroma invaded her brain, lighting up a primal part of her psyche, banishing her panic, and overriding her confusion. It was a smell that all cows knew, and it sent shivers down her spine.

Bull pheromones.

Her own nose became wider, flatter, as her nostrils tried to greedily inhale the scent. Why did it… smell so good…? Her eyes became half-lidded, drooping as she swam in endorphins, dulling the sensation of her mouth and nose readjusting into a new type of muzzle.

Her tail was rising, flicking back and forth as her mind started racing again, picturing herself being rutted by a strapping stallion as he pressed her into the floor… only, this time, it wasn’t a stallion she imagined on her back, pounding her pussy. It was Samson, the bull bellowing as he railed her from behind, his immense weight crashing onto her back with each thrust, his large bull cock dumping spurt after spurt of--

...No, no! This was wrong, she was a mare! Not some…! Applejack shook her head fiercely, dispelling the thoughts and realizing that she had started drooling again, a strand of saliva now falling to the floor below her to mix in with the hay-strewn walkway. She looked back at her rump, expecting to see her tail flagging but not expecting the long, thin rope of a tail hovering over her ass.

“W-What happened to mmmooooooooy tail?!” she cried out, before clasping a hoofed foot to her mouth at the utterance. Her eyes widened, there was no mistaking a sound like that falling from her lips unconsciously.

She was turning into a cow…!

Her legs trembled, and Applejack half felt like she could collapse on the spot. The cloven hooves, the all fours, the spindly tail, the extra breasts… now even her voice was betraying her. Even as she stood here in horror, she could feel her hindquarters shifting and changing, her thighs and ass growing thicker to carry a heavier weight.

Feeling the panic rising, she took a breath to steady herself. There was no more time to worry about avoiding embarrassment from her family. She needed to get Big Mac’s help as soon as possible, before this got any worse!

With her nerves steeled, Applejack began hobbling to the back door to the barn on all fours as quickly as she could. It was awkward due to her hooved stance and the hefty breasts swinging below her chest, but she slowly made her way to the door, shakily reaching up to the handle to find…

“L-Locked?” she breathed, cursing her luck. They never locked this door until the end of the day, why was it locked now? She threw her shoulder against the door for a few seconds, hoping it was just jammed, but no good. Darn it! She glanced back over her haunches at the main door, letting out a frustrated sigh.

It was heavier, but at least she knew she hadn’t locked it behind her on the way in. She turned around, failing to notice the duo of tiny flying creatures through the nearby window as they headed around the side of the barn.

She lumbered forward, trying to ignore the cumbersome stance she was forced into. Her back legs were wide and bow-legged, and she swore she could feel bones reforming in her hips and knees. There was no time to lose!

Applejack kept focused on the door as she headed forward, trying to suppress the itchy feeling of hairs all over her body changing, as bright white spots of fur were appearing over her soft orange coat, and the hairs on her body were coming shorter, more coarse.

Her head was buzzing with a dizzy feeling as her chest tingled, but she couldn’t spare a moment to look down at her plight, even as her nipples were poking out longer and thicker, and a soft pink skin was fusing her four breasts together.

So… hot… the mare panted, her tongue flopping out between her lips as she tried to cool herself off. Gotta get… to Mac…!

It was getting so hard to move, so hard to think straight… her breasts were moving, she could tell, not only swinging but drifting lower on her torso. She gritted her teeth, pushing through the weird, distracting sensations. Just a bit… farther!

Finally she reached the large double doors to the outside, rearing up on her hind legs and preparing to throw her entire weight against the door. It was time to bust out of here! She let out a low, unnatural bellow as she leaned forward to collide with the door, and…!

KER-THUNK!

The large double doors wobbled from the impact, but did not budge.

Locked.

Applejack was trapped.

“N-No! No, consarn it, open up!!” she hollered, slamming her front hooves against the door again and again. She tried yelling out for her brother, he might be able to hear her! “Mac! MAC!! Ya gotta come quick, something’s -- ahn!”

Her body tensed up, and Applejack leaned heavily against the barn door as a bolt of pleasure lit up her senses. Her tongue fell from her mouth again, as hot and heavy puffs of air released with each breath that she heaved. Stars were dancing in her vision as she felt her breasts - no… her udder… - settle into place between her hind legs, the nipples nearly brushing the floor as they hung low.

“Nnnh…! Oh, fuck mmmooooooooo~” Her moan turning into a long moo, she could not suppress the instinct to raise her hindquarters higher, her exposed pussy winking in the humid, stuffy air of the barn. She would have fingered herself had her arms not been too short to reach back to her needy cunt, and her fingers not been hard edged hooves.

Celestia, what she wouldn’t give for a hard fucking right about now…

Click!

From somewhere behind her, Applejack heard the sound of a latch being opened, and she turned her eyes to see a group of four small winged creatures hovering around the stable door, having unlatched it and trying to push it open, though their tiny arms were struggling with the heavy wooden door.

Pixies! She recognized the tiny forms flitting about, though they looked different from the ones that would occasionally plague the apple orchard. She snorted, pawing the ground aggressively as she turned to face them, her urges forgotten for the moment.

“Hey, you varmints! Git away from there! Go on, shoo!” she shouted at them, lowering her head which felt more natural in the moment. What were pixies even doing in the barn? Usually these critters kept to the trees and edges of the orchard, pigging out on handfuls of apples.

But something was different about these pixies… she saw them look up at her, unperturbed by her shouting, and one of them said something in a chittering sort of language. Two of them nodded and broke off from the group, their wings buzzing to life as they zipped over to her. She snorted and tossed her head at them, but they deftly avoided her swipe as they approached.

Something was wrong, she realized as an uneasy feeling settled in her stomach. These pixies seemed unafraid of her, unlike the pests she’d dealt with before, which would scatter when she or Big Mac approached them.

But these ones flitted about her, giggling in apparent excitement even as she scolded them. One of them flew down her body, its tiny hands running along her side and sending an involuntary shiver down her spine.

And then, a horrible realization ran through her mind. Strange pixies coming out of nowhere to cause mischief, and these sudden, extreme changes to her body? There was no way the two weren’t related...

They were doing this to her…!

“You-- you little varmints did this to mmmmooooooe, huh?!” Applejack snarled, stamping her hoof on the floor. Her anger helped power through the involuntary moo that came forth. “‘T ain’t funny! Y’all better fix this right quick before I open a can of country whoop-ass!”

The words sounded a lot braver than she felt, with this overlarge and bulging body weighing her down. And if the pixies understood her, they paid her threat no heed as their tiny giggles kept coming. It was like they were getting drunk off her predicament or something. Just knowing these little pests were responsible for her embarrassing situation was enough to tick her right off.

But even that paled in comparison to what came next.

“Think that’s funny do ya?” Applejack spat, pawing the ground in warning of an impending charge. “Y’all are gonna be sorry for making a fool outta -- mmmoooooo?!”

Gasping out loud and letting out an involuntary moo, Applejack felt her body tense up as a pair of tiny hands ran down the length of her pussy from top to bottom, teasing the sensitive flesh. She felt her legs tremble, her skin tingling as she was rubbed.

“Nnh! Don’t…! D-Don’t touch that you little--!” she stammered, trying to drive them off, but neither her hooves nor her tail could reach the pernicious pixie. In fact, her tail turned traitor and started to flag at the attention to her nethers, no matter how her mind urged it otherwise.

Can’t let it… guh… get to me! All these sensations… this feeling…! Gotta focus!

But it was easier said than done, she realized with despair. Her legs wouldn’t obey, her head was a fuzzy mess from her unwanted pleasure. And through it all, the pixie still hovering in front of her head seemed to be enjoying it all. It sneered down at her with a grin as it poked her nose, as if to say, What exactly are you going to do about it?

She panted, her body heating up to an unbearable point. What could she do about it? The doors were locked shut, no doubt by these little monsters… who knows where her brother was, if he could even help at this point. And all the while her body was fighting her every command, as if it wanted to be played with!

... Maybe that’s exactly what it wanted.

As Applejack stood there, squirming in unbidden pleasure, something seemed to be happening to the pixie before her. The tiny creature basked in some kind of warm glow that was enveloping it, arching its back and running its hands sensually up its own body. It looked radiant, as energy swirled around it and gathered in its miniature palms.

And then suddenly,its eyes shot open, flashing a brilliant gold before returning to their normal green color. Before Applejack had a chance to wonder what exactly had happened to the creature, it flew up to her nose so close that she had to cross her eyes to look at it.

The pixie smirked at her like a predator observing its prey, and with a delicate touch, it reached a hand out and laid it on her large flat nose.

My, aren’t you a pretty one~?

The voice came from nowhere, and yet Applejack heard it echoing inside her mind. She gave a start at the surprising intrusion, though quickly realized what was happening. Telepathy was a rare occurrence for her but not unseen as an element bearer. The pixie was talking to her.

How is my sister doing back there? She did always enjoy playing with her food, and your energy is simply delectable...

Her energy? What? The words made no sense to her, least of all with the distraction still prodding at her folds. “Muh… make her s-stop…” she hissed out, trying to keep her composure and failing miserably.

Stop? Why would she stop? Doesn’t it feel good, being teased and played with?

That was the problem, Applejack thought as a moan fell from her lips. It did feel good. It felt so darned good that her entire body was aching for it. A part of her wanted nothing more than to give in and enjoy it.

And that part downright terrified the rest of her.

The pixie leaned closer, its chest rubbing on the bridge of her nose, its shining eyes gazing up into hers.

That’s right. I can see it in your eyes. You love the feeling of having your needs met. You want more, don’t you?

Those eyes… she glanced down at the pixie’s eyes, an inviting pool of green that seemed to blur parts of her vision. She wanted… more? Well, it did feel really good…

Wait, no! Applejack closed her eyes and shook her head, trying to dismiss the intrusive thoughts. This wasn’t her! None of this was right! She had to get out of here, find some help, and...

No need to fret. You’re safe now.

the pixie’s voice echoed in her head, soothing and benign. Like a doting caretaker. Its tiny hands rubbed her nose gently, and she reopened her eyes. The tiny winged creature was staring at her, a shining golden light dancing in her irises. It was suddenly a lot harder to think straight, and her body felt like it was relaxing. Why was she worrying again?

A happy, healthy cow like you should be taken care of. We’ll take care of those silly worries.

A… cow? No, that was wrong… wasn’t it? She thought as hard as she could. She wasn’t a cow, she was… what was she again? The word drifted somewhere in her memory, though she could not pin it down. “Not… a… c-cow…” she mumbled, her eyes transfixed on the golden orbs before her. Even the words sounded unconvincing now, uttered through lips more suited to chewing on grass than for speaking.

Are you sure? The pixie smiled up at her disarmingly. No, she wasn’t sure at all, to be honest. A big, stocky body… a heavy, milky udder… you look like a cow to me. Isn’t that right?

...Was that right? It… had a point, she realized, her eyelids drooping as her mind dulled. There was no doubt that she looked like a big, thick cow right now, but… something tickled at the back of her head, telling her that wasn’t the entire story. But what was the truth?

“Can’t… think…” she droned, her lips feeling sluggish and bloated.

Oh, you silly girl! You don’t need to think anymore, that’s for smarty pants ponies! But you’re not like them, its words echoed in her head, and she found herself hanging on every word. You’re a big, dumb cow. No thinking… no talking… just a simple life, right?

Yes… that sounded right... in her addled mind, the logic made perfect sense to her waning senses. Looking like this, feeling how she did… there was no way she was one of those ponies who took care of cows like her. Those golden eyes had it right all along, how silly she was for thinking otherwise!

You know, Bessie… you’re such a good girl, that we have a surprise ready for you.

Bessie? That was… was that her name? She had a hard time recalling, remembering that dumb cows like her weren’t meant to think hard anyway. Bessie would do. “Mmmooooo?” she lowed, wondering what the pretty little flying thing meant.

Mhm! For being such a good, obedient heifer, you’re going to get a treat. And I think you’re going to like this one.

As the words bounced around her mind, the pixie pointed to a spot behind her, and the cow looked up, her eyes widening with interest as Samson the bull came into view, standing firm and snorting as another little pixie tried in vain to tug him over to the stable door by one of his horns.

As soon as her eyes fell on him, a new, invasive feeling swept over Bessie’s entire body. It was a feeling she knew all too well, coming with the season and sticking around to make her anxious and needy. Her body liked what it saw, and it sent a tingle to her nethers, exciting her. She… she wanted it. She wanted him.

Marvelous, isn’t he? A virile young bull looking to sire some calves of his own, the pixie’s voice teased enticingly, though it sounded somehow far away now that she had her eyes on the prize. In a corner of her eye, she saw the flash of gold once again. Why don’t you show him what awaits outside the stable, Bessie?

Show him…? Yes, she could do that! She had to entice the bull, beckon him over with a prize worth taking. She had to attract her mate…!

Bessie gave a loud moo to catch his attention, turning around on all fours until her plump pussy faced the stable, already wet from the earlier ministrations. The pixie dragged her reluctant sister away from the cow, just as Samson turned to face the heifer.

His eyes were locked on her as soon as he caught sight. Bessie looked over her shoulder to see him smelling the air heavily, blowing hot puffs of air through his nose as he picked up her scent.

She could feel it wafting from her folds, her tail flagging above her hindquarters, beckoning him eagerly. Yes, come claim me, stamp out this awful heat! Her thoughts became singularly focused on one thing.

The bull started trotting over to the stable door, and this time when he nudged it with his stocky head, it swung open easily. She spotted the remaining pixies flitting back up into the air, high into the rafters of the barn as they giggled. But that didn’t matter anymore. All that mattered was her rump rising higher, giving the bull a juicy view of herself.

Samson hesitated for a moment, intrigued by the cow before him but confused about where it had come from. There were no other cows in here earlier, he knew. And her coat was a bright, familiar shade…

But in the end, his primal urges won over as the sweet scent wafting through the air only drew him closer to this. He instinctively knew what that smell meant. A mate. He wasted no time in moving closer to her rear, sticking his face full on into her waiting snatch and allowing himself a few hungry licks as he let out a snort of approval.

Bessie could only squirm and mooooo in appreciation as his tongue teased the supple flesh of her folds, tasting her aching need. She knew what came next, her whole body cried out for it! A moment later, her desires were answered as the bull reared onto his hind legs, mounting her greedily as he shifted into position.

The weight on her back was immense, though her stocky body was more than able to support them both. Just had to shift a bit… she widened her stance, spreading her back legs a bit to support the weight and make herself an easier target. Find that hole already, I neeeeed it! Her mind was already begging, mooing needily for him to claim her.

She gasped as she finally felt his long cock come to life. He thrusted, forcing it to poke into her udder and jiggle the pink flesh in a miss. Another attempt - he pushed forward and slid his tool along her flank. She knew Samson was an inexperienced bull, and this was his first breeding season. The thought of being his first heifer conquered brought an incredible bubbly feeling over her mind.

On the third attempt, she finally felt the head of his dick line up with her waiting cunt, and a hard thrust shoved it deep inside her, filling her completely and forcing every other thought out of her mind.

“MMMOOOO!” she cried out in ecstasy, her mind flooding with desires to be pinned, to be bred, to be knocked up like the fat dairy cow she was. Her flanks jiggled as the bull adjusted his stance atop her back. Samson would make a mother out of her, and that thought was all-consuming to her tiny mind.

As he finally settled into place, the bull snorted a puff of hot air into the back of her neck, a silent order to stay put while he did his business. His hips started to move, dragging that beefy pole through her pussy and driving it deep inside, slapping her haunches with a wet plap on each thrust.

Fine with Bessie, she reasoned. Bessie was a good girl, obedient to her mate. She would take it all, grateful to be chosen by such a virile young bull. Their calves would be strong like their father.

Mate, moo, seed, calves, breeding, moo, panting, cock, thick, moo, her jumbled mind could only pick out scattered thoughts, all pointing back to her sole task. She kept her stance spread for easy access, like a good cow would.

Bessie was so caught up in the rough fucking she was getting, that she tuned out the giggles and tiny, high pitched moans of the pixies far above her in the rafters. The mischievous sprites celebrated their flawless victory over the pony, who was now exuding lustful energy in quantities they hadn’t seen in many moons.

They basked in the raw power pulsing outward, hands wandering to their privates, tongues dancing as they writhed in pleasure together. They would feast well and only grow in strength as they basked in the glow.

The pixie who had spoken to Bessie ground her hips into the mouth of the pixie below her, asserting her role as leader of the pack over her old commander. The submissive pixie accepted her new role easily, not that she had a choice. There would be no challenge to her might, and any pixie foolish enough to do so would face her new powers.

Her moans matched the mooing heifer far below them, their victim giving in to her new role with gusto. Ponies were so easy to manipulate, so willing to give themselves up to the pleasure of a new form. It was almost comically easy.

If her sisters were half as successful with their targets, this town would be a marvelous new hunting grounds for the swarm.

Her reverie was cut short by a thud at the large barn doors, shocking her out of her bliss as she turned to the group, hushing them quickly. The rattling continued for a moment before something large hit the ground outside, and the door swung open slowly.

“AJ? You still in here? Granny said you ain’t come back in,” the deep voice of a stallion rung through the air, as the large red male they’d seen on their flight came into view. He glanced at the door, scratching his head as if perplexed how the door had been locked tight if she were still in here.

“Hmm?” Big Macintosh said as he noticed the hulking form of Samson further inside, still bent over and thrusting into the cow beneath him as she mooed needily. “Samson?”

He frowned, starting to walk over to the bull. What was Samson doing out of his stable unsupervised? Applejack knew better than to leave the animals out; was she still around here somewhere?

“What’re ya…” Mac started to say before he rounded the corner, spotting the other beast currently pinned beneath the bull. A cow? Well, that explained why Samson was out of his pen… but, something didn’t sit right here. Cherry Blossom wasn’t supposed to be around with the heifer until later this afternoon. And he didn’t see her arrive on the farm…

Not to mention that this cow looked downright… abnormal. Its body was shorter than normal, its udder swung low and full like it hadn’t been milked in weeks, bouncing with each thrust from the stud. Its fur was a bright orange, much unlike any cow he’d seen before, and somehow… familiar…

He moved to the cow’s head, which was hanging low and submissive as she was bred. He placed his hands under her chin, lifting it slightly as her eyes fluttered open, gazing at him dully until a spark flashed across her face.

A spark of recognition shone across very familiar verdant green eyes.

His stomach dropped as the pieces fell into place.

“Apple... jack…?” Mac breathed, frozen in shock, his hands shaking as the cow that was unmistakably his sister let out a low moo in response.

And that’s when a crackle of magic rent the air, bolting from high in the rafters as it arced down and struck the stallion, who let out a single painful yell as he fell to the ground.

The chittering giggles of the pixies rang throughout the barn.

Rarity and Spike

Far from the orchards of Sweet Apple Acres, the streets of downtown Ponyville were bustling with ponies going about their day, running errands and meeting for lunch.

Few of them bothered to look skyward, and even if they had, nobody lingered for long on the fluttering of wings and small bodies zipping past roofs and lampposts, their speed and agility keeping their presence hidden for the most part.

They spotted their target nestled near the center of the village; a large, round building jutting over the nearby townhouses and businesses, its multiple levels and spires piercing the sky as if to say, “Hey, look at me!” The Carousel Boutique was a staple business in Ponyville, but the pixies had an entirely different reason for their visit.

Flitting past a ‘Closed’ sign on the front door, they circled the structure until finding an entrance point - a cracked window on the upper level was perfect for them to slip inside unnoticed.

Muffled voices from below drew their attention, and the group flew into the rafters of the staircase, using the shadows of the ceiling to creep closer as they inspected the two creatures below.

***

“Just a few more moments, darling,” Rarity assured her guest as her eyes remained fixed on the needle and fabric in her hands. Her brow was furrowed with concentration as she worked, her horn lit up in sparkling blue magic to pull the tape measure up to the thigh of her model.

Spike chuckled as he stood there, trying to keep his body relaxed. “It’s alright, Rarity. Take as long as you need,” he replied, having become well used to being her model for larger builds.

The boost to his height was a welcome change with growing up, and he now stood at least a head above his pony friends. His wings, currently folded against his back, now spanned at least as wide as he was tall. He felt good, and he looked good too.

Other ponies seemed to think the same way, though he was always embarrassed to gently decline the handful of times he’d been propositioned. It wasn’t that the mares (and even an adorable twink stallion) who’d approached him weren’t lovely people.

He just had eyes for only one pony after all this time.

His face flushed as Rarity bent close, her fingers creasing the dress he wore just the right way, her subtle perfume wafting into his personal space. The crush he’d harbored as a young drake had blossomed into full grown feelings for his friend, but he wasn’t sure how to breach the topic without sounding like a weirdo.

And none of that was helped by the fact that he could smell her heat from this distance.

The aroma invaded his sinuses, mostly covered by her perfume, but not enough to fully suppress the scent. He knew that it was just nature, that more than one mare was going through their cycle; Twilight had none-too-subtly kicked him out of the castle for a reason, after all.

But his body was instinctively reacting to the stimulus, much to his chagrin. He shifted his legs uncomfortably.

“Aaaaand done!” she declared, standing up and walking around his body to inspect her work. “Oh, don’t you look marvelous, Spikey! I daresay this is some of my best work yet!” Rarity was beaming as she circled back around to his front.

He looked down at the flowing purple garment, raising his arms and giving the hem of the dress a quick twirl. “It does feel very pretty. I’m sure your clients in the Griffon Kingdom are going to love your work at the expo next month.”

Rarity’s skill and fame as an Element Bearer had brought her no small amount of business over the years. Today, she’d called him over for some last minute design touch ups before her upcoming trip to Griffonstone.

Her hand rested on his left arm as she stepped forward, a grateful smile on her face as she looked up at him with those sparkling blue eyes that captivated him so. “Thanks again for coming by today. I’m sure you have better things to do than model for me all day, so I appreciate your help!”

He lifted a hand to the back of his neck. How could he say no when she asked like that? “Aww, it’s nothing. You know I’m always happy to lend a hand. Or, a body?” he said with a grin.

Rarity giggled at the joke, stepping back as her horn lit up. “Well, let’s get you out of that for now. Arms up, Spike!”

Complying, he lifted his arms above his head as the garment was tugged up and off him by her magic. His vision was obscured for a moment as the dress was raised, until finally he was free. Rarity had turned away and levitated the purple fabric after her, moving over to a mannequin to set it down.

Spike looked down and suppressed a surprised gasp when he saw his shaft was growing hard, with a noticeable bulge on the front of his underwear. He quickly turned around, snatching his clothes from the nearby stool and tugging them back on, cursing his body under his breath. Hopefully Rarity hadn’t noticed…

Rarity’s heels clicked against the wooden floor as she moved to the other side of the room. She paused to lift the dress over the mannequin, grateful that she was turned away from him so Spike wouldn’t see the fierce blush lighting up her face.

Sweet Celestia… I knew he’d grown into a fine young drake, but that was… she thought, gulping hard as that image swam in her mind. It was completely natural of course, she rationalized, he could hardly control it anymore than she could control the heat that circulated her loins, doing its utter best to distract her from her work.

It was just a mare… and a drake… signalling each other to what their bodies wanted.

And that drove her absolutely crazy.

She took a deep breath, trying to compose herself and not give away her aching desire. It wasn’t as if she hadn’t considered the prospect before this point anyway. It was no secret that Spike still harbored feelings for her, and she had to admit she held a certain fondness for having him around. His cheerful disposition, his willingness to help out around the shop, his generous nature…

...his strong scaled hands pinning her against the wall, that long serpentine tongue grazing her collarbone, a thick tail snaking around her leg…

Rarity bit her lip, her heartbeat racing a mile a minute. Goodness, was she really considering this? She fiddled with the hem of the dress, ignoring her tail flicking restlessly behind her. Her treasonous body wanted one thing, and one thing alone.

The only question was whether she was ready to test their friendship like that.

…

Fuck it. Horny now, feelings later.

“Err Spikey, if you don’t mind helping out for a few moments longer,” she said, facing away from him so he wouldn’t see the blush lighting up her face. “I need some special fabric that I keep down in the basement for an order tomorrow. Would you be a dear and fetch that for me?”

It was a poor excuse, but should suffice for now. She just had to keep him busy long enough to go through her… special drawer.

She heard him get to his feet behind her. “Oh! Uhh, sure Rarity!” he said, moving over to the door to the lower level. He paused at the threshold to turn back to her. “Am I looking for something in particular?”

“You’ll know it when you see it!” she called back vaguely, failing to notice the pair of tiny winged creatures following him surreptitiously as she heard the door click shut.

With a relieved sigh, Rarity straightened up and headed for the staircase leading upstairs. “Now, what to wear… maybe I’ll pull out the lacy red one, that ought to catch his attention…” she smirked, giggling quietly as she imagined his reaction.

***

Spike descended the stairs, thankful for the excuse to step away for a moment. His member still lay stiff against his thigh, stubbornly refusing to go back down to its normal state. Awkwardly feeling it rub on his pants with every step, he snorted in annoyance. He’d just hope it would go away before he got back to Rarity.

Something had bothered him about the way she sent him down here. She didn’t mention this project earlier, much less that it needed special materials to complete. Was she trying to send him away? He gulped; maybe she’d seen getting hard and was much more subtle about it than him. Ugh… his cheeks flushed red in embarrassment.

He could hardly help it, if just the smell of her heat got his engine going, then imagining her tugging his hand along, stripping articles of clothing as they went, her bending over the bed as that lush purple tail moved over ever so slightly to reveal…--

“Ngh! Stop it, brain!” he admonished himself, as an uncomfortable throb came in response to his fantasizing. He’d get nowhere at this rate; better to find these special fabrics and excuse himself to avoid any more awkwardness around his crush.

So he set off to his task, walking around the basement as he glanced at the various boxes and crates Rarity had stored down here over the years. He never took her for much of a hoarder, but some of these looked like they hadn’t been touched in years. And that made his search all the more difficult.

He didn’t even really know what he was looking for, with the vague direction that he’d “know it when he saw it.” Thankfully many of the boxes down here were labeled, so he didn’t have to search through all of them, but as the minutes dragged on he started to doubt their existence altogether.

Spike was just about to give up the search when he spotted a box he’d missed near the back of the room, half-hidden behind a rolled up rug and underneath a short shelf. He grunted as he shoved the rug a few feet out of the way, enough to tug the box out by its handle.

“What have we got here…?” he mumbled to himself, lifting it onto the shelf to give himself a better look. Turning the box around to try and identify it, he spotted the fading text on one of the box’s sides, scrawled in a familiar cursive that he recognized as Rarity’s handwriting.

Special Fabrics.

“Oh! Well, this must be it then!” he said, relieved that he had found them. Guess it wasn’t just a wild goose chase after all. The box was relatively small, and looked much less dusty than most of the others down here. Which… was odd, considering how hidden the box had been. “Better make sure these are the fabrics she’s looking for, I suppose…”

His claws found the folds of the cardboard box, and he lifted the flaps to take a look inside. But nothing would have prepared him for what was stored inside.

They weren’t fabrics at all.

The box was filled to the brim with sex toys.

Dildos, butt plugs, ball gags, leather straps, riding crops, wrist ties, blindfolds, it was absolutely packed with an assortment of toys and gear. Spike’s eyes shrunk to pinpricks as he took in the sight, completely taken aback at the discovery. He was almost tempted to just shut the box, stash it away, and never speak of it again.

But… it couldn’t have been a coincidence that Rarity had told him to find the special fabrics… right? Why would she have directed him to find this otherwise? His throat felt really dry as his mind started racing through the possibilities.

Did she… want him to use these on her? The thought of her tied up, blindfolded, face down and ass up on her bed with her tail forced up as he selected the best toy to tease her with… that thought left him salivating and his heart pounding.

Or maybe…

Were these toys meant for him…?

Now his mind filled with images of his own vulnerable state, toes curling in pleasure as the mare leaned over his prone body, whispering sweet nothings into his ear as she lined up a lubed-up strap-on while pressing his panting head into the pillow…!

“F-Fuck…” he groaned, that final mental image sending shivers down his spine and a tingle to his groin.

His cock was straining the fabric of his pants now, practically begging to be set free from its confines. He glanced anxiously at the staircase… Rarity could be expecting him, but what if he was mistaken about the situation? He could see her horrified expression if he showed up with the box of sex toys, eager for something that wasn’t on the table…

“Why am I… so turned on by that idea…?” Spike gasped, feeling himself lose the battle for control as he reached down, pulling his waistband down a few inches to free the shaft within. His palm closed around the middle of it, in a position he was all too familiar with.

This was crazy, was he really about to do this? Had he sunk so low as to jerk himself off in Rarity’s basement over finding her box of sex toys? This was insane, this was ludicrous, this was…

His hand moved slow at first, rubbing from base to tip in one deliberate, fluid motion before descending back to the bottom. Then another. And another. His eyes closed, as if watching the act was too shameful to observe let alone keep doing.

But he couldn’t deny what his body wanted. His cock throbbed in his closed palm, surging with blood and sending shivers down his spine at the pleasure, the raw thrill of touching himself in public, at his crush’s house no less. He could work fast. Just rub a quick one out and he could pretend nothing ever happened.

But a deeper, darker, more secretive part of him didn’t want it to end there. It wanted him to continue, to keep up this thrill, to be caught by the one pony he wanted to be with most in the world.

The drake was so distracted that he failed to notice the table behind him, where a pixie was daring to lift a thick, fat plug out of the box and attach it securely to the table itself, its pointed tip upright and waiting for its user as she lubricated it discretely. Nor did he pay any heed to the other pixie getting into position far above, lying prone on the rafter as she gleefully watched him fall into pleasure, a plan already formulating in her mind.

But Spike didn’t know any of this was happening. His eyes remained clenched shut and his tail flicked restlessly through his stifled grunts and moans, his mind starting to race with the possibilities. Of seeing Rarity walk down those steps and catch him in the act. Her look of shock and surprise melting away to half lidded gazes and knowing smirks. Her hips swaying from side to side as she approached, kneeling down to kiss his tip while she looked up into his eyes.

Then the mental scene shifted, and she was behind him, embracing him from behind as one hand gently pressed into his erect shaft teasingly. Her melodious voice whispering sweet nothings into his ear, assuring him that it would bring him to new heights as she selected one of her special toys, something with a flared base and thick enough to feel every pulse and motion deep within. And she pressed it beneath his tail, her teeth nibbling his neck as he gasped--

“Ahn! G-Guh…” Spike moaned out loud as a dribble of pre-cum leaked onto his claw. Hot breaths of steam were escaping his mouth as his tongue hung languidly from his lips. “Rarity, p-please... “ he begged the mental image of the mare in his mind. “I wish this were real! Use m-me, I’m yours, I live for your pleasure!”

He was so close, his brain buzzed with one purpose, teetering on the edge of an orgasm that was moments away, languishing in the forbidden pleasure of his act. And that’s exactly when his lowered guard turned out to be his undoing.

The bolt of magic blasted from the rafters, zipping through the air like lightning before it collided straight with Spike’s chest, a clean hit on the unsuspecting dragon that caused him to recoil instinctively. He tried to take a bracing step backward, only for his legs to get caught on the loose trousers that he’d been holding up and tangling his thighs. His eyes shot open, the adrenaline of the moment coalescing into his limbs which started to flail as he lost his balance and stumbled backwards.

“Whah?!” he managed to cry out in the split second before he realized he was unable to get his feet under himself, and was falling backwards. Flinching as he braced for the inevitable impact, at least the table behind him should be able to hold his weEEEIIIIIIGHT!

Squeelllchhh-POP!

Spike’s full weight came down onto the table, conveniently lining up precisely with the immobile butt plug as if it were waiting for just such an occasion. With the surface already lubed up, it took the path of least resistance and slid into his puckered tailhole with little effort, leaving naught but an audible sound as its bulbed end popped into his anal cavity and his muscles clenched around the invasive plug, cementing it in place.

He couldn’t suppress the loud yelp that escaped his lips as his ass was violated, his eyes threatening to roll upward as the unexpected penetration was quickly followed by a burst of pleasure as his body realized what had happened. With shaking claws finally finding the table’s edge to steady himself, Spike leaned forward heavily on his hands, not daring to move much or to risk even more embarrassment.

“Hah… hah… oh Celestia, what the fuckkkk…!” he groaned while panting heavily, his thoughts racing as they caught up to his predicament. How in Tartarus did this even happen?! He could… feel it inside… his inner walls were clenching around it every few seconds in such a distracting way. His cock still stood at full mast, as if revelling in the feelings being forced on him.

He couldn’t help but laugh weakly at the thought. It was like something out of a bad smut story, and yet here he was, rock hard while impaled on a toy in his crush’s basement. His shaft throbbed, longing to be touched and brought to the peak. He was so close…

But, no! Now wasn’t the time for distractions! He’d gotten himself in way too deep, but it wasn’t too late to pull out now. He just had to make an excuse to leave, get home, figure out what to do next…

Rarity would never have to know. The thought of her finding out what he had done mortified him, now that his mind was clearer than during his masturbation. He just had to pack it up, hide the box away, and leave before she got too curious about what happened down here. Hopefully she’d never notice that her toy collection was one plug short…

“Better than nothing, I guess…” he mumbled, taking deep breaths through his nose to steady himself. “Okay, up we go…!”

As Spike straightened his back and sat up, he winced at the feeling of the plug shifting within him, contouring with his body as it moved. It was certainly lodged deep in there, he realized. With shaky legs, he rose to his feet, with a loud pop behind him as the suction finally gave way and pulled the base of the plug off the table.

He gingerly reached a hand down to his butt, trying to feel for what he was working with. Just below the base of his tail, his finger met a round rubber disk that sent pleasant vibrations through him as he tapped it once or twice. He bit his lip. The base of it, then… He could work with this, right?

An odd smile curled his lips as he tugged his trousers back up. Despite the unforeseen fall, there was an odd thrill that he felt that was entirely unexpected.

“G-Guess I learned something about myself today… What’s wrong with me?” he said with a nervous chuckle, shaking his head. His shaft had to be forced into his pant leg, as it utterly refused to go flaccid, making Spike wonder just why he found this whole situation so hot.

Even standing up felt kind of odd. With his legs back under him, he couldn’t help but feel somewhat off balance, like he could topple over at any moment. Chalking it up to just discomfort at having his ass plugged by such a wide toy, he turned back to the box of toys, noticing that the rest of them were still inside it.

He realized just what a variety of toys there were as he looked inside. Some of these were easily as thick and long as his forearm! Who could have guessed that Rarity would have been so kinky…

But again his mind couldn’t help but wander as he closed up the box again. Imagining Rarity on her back, toes curling as she pressed one of these monsters against her dripping pussy, of her grinding her hips into its hard rubber surface, moaning and whimpering as she lubed it up with her own juices, of his face up in her crotch as he was slowly pushed inside, vision obscured by her pulsing walls lubed with marecum as she used his entire body to--!

He jolted up, eyes wide and a hand to his head. Whoa… what the fuck? Did he really just imagine himself as the… and Rarity was…?

What was going on here? Spike had never considered himself particularly kinky, yet today his mind seemed to be entertaining the most ludicrous situations. His hand dropped to his side as he stared at the box of toys. This felt like something else, like he was getting caught up in the general heat season that everyone else was!

Once again, his dick throbbed uncomfortably within its pinned location, as if signalling its support of these wild fantasies.

Ugh, whatever. Put the box back, then get out of here and figure your shit out, he told himself.

He took a step forward, reached out and picked up the box of sex toys.

...Or, rather, he tried to.

But oddly, his arms didn’t move from his sides.

Spike looked down in confusion. “What the…?” He lifted his right arm, trying to reach up and touch his face. But nothing happened at all, no matter how hard he tried to move the muscles in his arm. He tried his left arm instead - no better, it didn’t budge an inch even as he grit his teeth and tried to force it up.

What was even weirder was that he didn’t feel like his arms were stuck, or bound by something, or otherwise restricted. In fact, he didn’t feel much of anything in his arms at all. It was like they simply ceased to exist, stuck ramrod straight at his sides and making it look like he was standing at attention.

The drake was starting to let panic creep in a bit. What on Equestria was going on? He couldn’t afford to goof around like this, he had to cover his tracks and get out of here before Rarity suspected anything was wrong!

But the more Spike struggled, the more strange he felt overall. And it wasn’t just in his hands and arms either; his entire body was starting to feel weird, like entire sections of his body were going numb as if pricked with tiny anesthetic needles.

First his legs started to feel like jelly, becoming weaker and more wobbly until he was forced to pull them together, standing straight as his limbs seemed to lock into place. He might not have looked out of place at a Royal Guard boot camp with this stance, but here in Rarity’s basement it was uncomfortably restrictive as the changes continued.

His neck started to feel stiff and inflexible, as if he’d woken up in a bad position while sleeping and after a few seconds, he was forced to stop looking down out of discomfort and instead looked straight ahead, his eyes still darting around and trying to keep track of what was happening.

Okay, this had gotten way too out of hand. Something was happening to him, and he had to get help from Rarity no matter how embarrassing the situation would make him look. He craned his neck as far as he could toward the staircase, trying to shout out for her.

“RAR--!”

But it was all in vain, as a moment later his breath had hitched and the words died in his throat. It was as if someone had cut his vocal cords completely and left him mute no matter how hard he mouthed the words. He couldn’t talk! The thought of being immobile and silent was terrifying, not knowing how long he’d be stuck here until help came.

A moment later, he heard a faint buzzing of something flying near him and his eyes went wide. Those didn’t sound like pegasus wings, what was in the basement with him? He jumped as he felt something tugging on the waistband of his pants, which quickly gave way and slid down his thighs all the way to his ankles. He begged silently for some mercy but whatever was affecting him had none of it, as his underwear soon followed, leaving his still-hard cock to bounce free of its confines.

The room around him was starting to look a bit different, yet oddly the same as ever… Spike couldn’t yet tell that he had begun to shrink, losing half a foot from his original height as he remained trapped in place.

Soon the buzzing returned and his shirt was next, starting to get tugged up over his head in a matter of seconds. It came off way too easily, like it was loose around his frame, but how could that have been?

His vision was cut off for a few moments while the shirt was removed, during which time his fingers began to smooth out and lose definition, becoming flat discs that were fast fusing to his thighs - not that he could see any of this going on even if he tried.

The scales of his legs rubbed against each other so closely that soon they lost all separation between them, melding into one trunklike appendage on his lower body. The shirt was finally pulled free of his head just as his feet flattened out and fused together into a single circular blog, looking like a flat crescent shape as they held him up.

With his clothes finally free, the pixies began pulling them over behind a tall stack of boxes hidden in a corner. It wouldn’t do any good for the pony woman to notice these discarded clothes after all. They’d just toss these away, where nobody would ever find them...

Spike was caught in a state fluctuating between terror and ecstasy. Even though his brain urged him to flee, to panic at the inability to move or do much of anything, deep in his head, another voice was chiming in with a very different opinion.

Goddess, this feels so goooood…

It didn’t make any sense. Despite the increasing restrictions on his movement, he felt like he was only getting more horny by the second. His thick tail now hung limp behind his legs, before soon enough it too was melded into the growing singular shape that was his lower body.

His eyes fluttered as he bit his lip, his rational mind trying to maintain control while the primal part wanted to lose itself to the pleasure as he lost another foot in height, now shorter than any of his pony friends.

Though he couldn’t see any of it, his outer body was beginning to look sharply different. There was a shiny texture that began to wash over his skin from the base of his body and working its way upward, as more and more of the dragon started to resemble soft rubber and latex. Any imperfections or bumps were smoothed out into the solid cylindrical form as the sensation climbed higher up his body.

The spines on his head and back flattened down and became flush with his skin as Spike’s eyes began to swirl with an almost mesmerizing feeling. Hearing a soft buzzing of wings above him, Spike managed to look up toward the basement ceiling, the last vestiges of movement his neck would allow as he finally spotted the culprit.

Pixies! He realized, recalling Twilight having involved him in research on the native species of the Everfree forest many moons ago. But despite this, he was unable to voice his surprise or anger at the realization, as the tiny winged woman merely fluttered down to his eye level, giving a teasing wink and reaching a hand out to boop his nose.

A warm numbing feeling started to spread from where she touched, quickly sealing his nose and mouth in the same rubber coat that his lower body was succumbing to. His face became more pointed at the tip of his snout, smoothing out into a rounded tip to his entire body that seemed disturbingly familiar...

But all he could think of as the lingering warmth crept up over his eyes and changed his vision was… Why does she seem so large…?

And then, his vision shifted completely. It wasn’t entirely black as he might have been expecting, but rather a fuzzy haze had settled into place, like he was viewing the entire world through a dirty glass. He could make out blurry shapes, but lacked fine detail.

Luckily, it seemed he could still hear fine, and he managed to pick up the buzzing wings and chittering of the pixie - in fact, there seemed to be more than one - nearby. What were they doing so far from the Everfree Forest? Surely it was abnormal to see them anywhere near pony settlements… what had drawn them to Ponyville?

Before he could ponder that question for long, one of the pair of troublemakers fluttered close to him, touching the top of his head which sent a shiver of pleasure through his entire body. Though calling it a shiver was odd, because his body didn’t move at all at the stimulus. It was like every part of him was locked in place other than his senses.

He tried calling out, but his voice, too, was still muted and no sound escaped his body. What had happened to him? He felt... well, he didn’t know how to describe it. Like his entire body was sensitive to the touch and pressing in on him from all angles.

With one exception, he realized.

His erect dragon cock still stood proudly away from his body, though now it was almost a third the size of his entire body. And it was here that the pixies’ attention was clearly drawn next.

H-Hey, wait! He thought feverishly as they buzzed down past his sight, their destination quite clear. It was the last vestige of his body left untouched, as he could feel it still hanging there, heavier than it had ever felt before, throbbing with blood that was no longer pumping from his own body.

It twitched with anticipation as he felt two tiny pairs of hands lay upon it, and he would have moaned if he could. D-Don’t… touch that…! His mind urged, but his body clearly longed for something else as it signalled its clear need. It was too late to stop any of this.

The pixies started to rub, dragging their hands up his shaft and back down, tracing the veiny length as they went, peppering the skin with teasing kisses as he heard their chittering giggles. They clearly reveled in the power they had over him.

His poor mind struggled to maintain a semblance of stability as it was overcome with ecstasy while they worked his dick expertly. Nnngh… please just… let me cum!! He begged, hoping they would understand.

But if they heard him, they made no effort of obliging. Instead, he felt only a sense of warmth from their hands as they started to touch the head of his penis. They pressed firmly on it, using their combined weight to lean into their hands against his flesh.

And just like that, his prodigious dragon cock began to slowly shrink.

No, no! Anything but that! P-Please…! He moaned inwardly as his pride was compressed by the tiny creatures. Even as it lost length, it felt absolutely orgasmic, as though it were desperate to reach one last climax as it shrank away. Every time he thought he might reach climax, it seemed just out of reach as it grew smaller and smaller.

Meanwhile, his own body was still shrinking itself as well, down to a mere two feet compared to his full height beforehand. Although it might be more accurate to call it his length at this point.

Smaller and smaller, both his cock and his body shrank in tandem, and he felt the last of the rubber sensation creeping up his shaft to cover his once proud member and head in its shiny substance.

Finally, the pixies finished their last adjustments to their victim, removing their hands from his diminished cock and leaving it a small, rounded protrusion from his lower body, a mere three inches compared to his previous glory. Its head was rounded and null, no longer a cock and more of a nub at this point.

With the last of his height melting away as his mind nearly broke from the sensations exploding in his mind like fireworks, the last of his transformation was complete.

Wha… what happened…? Spike’s thoughts were dulled, his priorities shifting with his new form by the second. I don’t… can’t think…?

His head was a mess, scattered thoughts popping in and breaking up before he could focus on anything. All he could focus on was the sensations on his rubber body, the feeling of standing there erect, the idea of being used by his owner...

“Spikey? Are you still down there?” a feminine voice rang out from somewhere behind him, echoing in the cluttered basement. “Is everything alright?”

All at once, Spike’s mind suddenly snapped back to attention, the haze of the previous few minutes evaporating as quickly as it had arrived. He knew that voice, he just had to focus on it to center his mind. The voice of his friend, his crush, the voice of--

RARITY! He wanted to shout, though no sound came from his new form. Rarity, down here! I’M DOWN HERE!

But no matter how loud he shouted, no matter how much he yelled, it simply was not something his body could do anymore. He could only stand there, hard and erect, hoping against hope that Rarity would come down to investigate and would find him.

Suddenly, his body began to move, and Spike froze at the unexpected jolt. He heard the buzzing of wings as his body was gently lifted into the air, one pair of hands at his head, and the other at his feet... or was that his base? Oh whatever, it was at the bottom of his body. They hovered a few feet in the air together, before starting to move further into the basement.

No, no, no! Let me go! He panicked, completely at the whims of the mischievous creatures. If they carried him too far into the cluttered basement, or decided to ditch him in one of the many storage boxes down here, then…! Rarity, help!

Whether his prayer had been heard, or if something else caused the pixies to let him go, Spike found himself falling down, and he landed face up on a very lumpy pile of something. It might have felt uncomfortable if his body could feel anything but pleasure, but that was the last thing on his mind right now. Why did the pixies release him?

He saw their blurry shapes flitting above his face, right in his hazy line of vision. He could just make out the shape of them giggling, one pixie blowing a kiss in his direction as they both zipped up into the basement rafters and out of sight.

What was going on? Why did they just let him go, where was he?

A dull set of footsteps could be heard coming down the basement stairs. “I’m coming down Spike, can you hear me?”

YES! Yes, I can hear you! Argh, but why can’t you hear me?! He bemoaned his lack of voice, but his spirits were high. After all, he didn’t seem to be obscured or that far away from the stairs where he could hear her descending. He just had to hope that she would find him, and help undo whatever these devilish pixies had done to him!

Rarity gingerly stepped down the staircase to her basement, wincing a bit as her bare feet met the cool stone floor of the underground room. A long bathrobe draped her form, covering the surprise she’d had for her dragon companion when he came back to the boutique. Only, he’d been down here for more than fifteen minutes while she waited, and with nary a peep from him, she’d decided to come check it out.

The mare scanned the basement, looking for some sign of his presence, but it was entirely empty save for her numerous storage boxes and containers. “Spike, are you hiding from me? Pranks aren’t really your forte, darling!” she called out, hoping to dissuade any potential jump scares.

Prank? No, I’m just stuck! He would have replied. I’m over here, can’t you see me? Her voice was rather close now, and surely she’d be upon him in moments.

An uneasy feeling started to settle into Rarity’s stomach. She started to wonder if he was okay, if perhaps he’d had an accident trying to lift something and was unconscious somewhere down here. That worry grew as she stepped further into the basement, rounding the corner of some stacked boxes where she could see the lone table down here - with a very familiar looking box sitting atop it, wide open.

Her heart plummeted into her stomach. Oh sweet Celestia, he didn’t…

But sure enough, as she stepped closer to the table, the box’s label came into full view. Special Fabrics.

“Oh, Rarity, you absolute nimcompoop,” she berated herself, walking up to the table with a pout at her own idiocy. “Of all the boxes to tell him to look for down here…”

Spike cheered as Rarity’s face came into view above him. Yes! She’d found him, he knew he could count on her! Only… something was very wrong. She was looking down at his resting place with a mixture of disappointment and resignation. Why didn’t she look glad to have found him? He was right here!

… And why did she look absolutely gigantic from his vantage point? Normally he was at least a head taller than the mare, but she towered over him like a veritable giantess! When did she get so huge?!

...Or maybe… wait a minute…

A hot blush crossed Rarity’s cheeks as she looked back and forth in the empty basement, desperate to explain herself. “Spikey, I’m sorry! I didn’t mean for you to find this box, it was an honest mistake! Please come out so I can explain!”

But she was calling out for a dragon that couldn’t respond. He was right here, plain as day in front of her face, yet he couldn’t speak up to assure her that it was alright. Why couldn’t he talk, or move, or do… anything?!

Though even as his mind raced to come up with an explanation, something uncomfortable was nibbling at the back of his head. There was only one box he’d left open during his search, and with Rarity standing right in front of him, coupled with her enormous size… no, it couldn’t be that, right…?!

Rarity let out a frustrated groan, stamping her foot in annoyance at this turn of events. “Great, just great… well done Rarity,” she snapped at herself bitterly. “Not only did you probably scar Spike for life, but you’ve also scared away your best chance at getting dicked down today. Fucking brilliant.”

Spike perked up at that mention. He was right after all?! She really was interested in being with him! She wanted him to help soothe her heat! Ugh, now the drive to speak up was even greater than before, and his frustration only grew.

Alongside it was a growing sense of dread at his situation. Why didn’t she recognize him? Why couldn’t he leap up and pull her into his arms, assuring her everything was alright and he would help any way he could!?

All he wanted was to make her happy…!

And in a bizarre twist of fate, he would end up getting his wish.

“Well, at least I didn’t come down here for nothing…” Rarity mumbled to herself, unaware of her friend listening nearby. He watched with an eager anticipation as she turned back toward him and looked down, staring straight at him. Was this it? Would she finally recognize her trapped dragon and help him?

Instead of help, Spike saw her reach down toward him, and gasped internally as her hand wrapped around his entire body, lifting him into the air and closer to her face. He saw her scrutinizing him from head to base, though with his blurry vision he missed the growing look of hunger in her eyes.

“Hmm… I don’t remember getting this one…” she said, throwing him for a loop. She was talking about him like he didn’t exist, like he was just a thing she’d bought. But... “Ugh, I simply must stop browsing catalogues after a few too many glasses of wine.”

C-Catalogues?! Spike reeled as Rarity turned and started walking back toward the stairs. Nothing was making sense. He was small enough to fit in her hand, and she thought she bought him from a catalogue? The final pieces were falling into place. No… it wasn’t possible…

“Well, it’ll do for now,” she said aloud as she began traipsing back up the steps to her boutique. She continued to examine his body, running her fingers down the entire length of it and she bit her lip with a sly grin on her face. “A dildo’s a dildo, when it comes down to it.”

In an instant, Spike’s world came crashing down around him.

A… dildo? I’m… a dildo? He repeated to himself, the sheer absurdity of the situation making his mind go blank in disbelief. There must be some kind of mistake… I can’t be…?

But even as he tried to muster up some kind of denial, more and more of his experience started to make sense. His smaller body… the rubber texture covering him entirely… the flat bottom of his form… the inability to speak or see well… It was like the final puzzle pieces had slotted into place, and the picture was complete.

Spike the Dragon had become little more than a twelve-inch dildo.

And he was in the clutches of his friend and crush, who had no idea what the sex toy she was holding really was..

...Oh fuck.

“Mmm, nice length… good flexibility…” Rarity mused to herself, bending his form a bit as her fingers pressed into the shaft of his body and sending pulses of pleasure to his mind once more. “Even has a clit tickler as well. I do know how to pick them, don’t I?”

She ascended the stairs to the second story with him in tow, none the wiser about Spike’s existential conflict raging within him. Their destination was clear by this point.

We’re going to her bedroom…! Rarity’s going to… with m-me? And I’ll be… He couldn’t even finish a thought thanks to the shock of the situation, the sheer disbelief that this was how his day was going to go.

Rarity pushed open the door to her bedroom, neither she nor her captive toy noticing the group of four pixies silently crawling into the upper part of the doorway, spreading out among the high ceiling of the loft.

Humming to herself in thought, Spike felt the mare’s hands move over him, turning him over in her grasp as he faced the floor. One finger moved to the nub that used to be his cock, sliding up its short length. “You know, the coloration even reminds me of Spike’s scales a bit… was that the reason I purchased it?” she said, giving a barking laugh. “Oh Goddess, Rarity you can be downright awful!”

The irony was not lost on the poor dragon as he was handled. So close to the truth… and yet so far away.

“Well, if I can’t have Spike, I might as well have the next best thing, shouldn’t I~?” she said with a teasing lilt to her voice. “It’s such a shame… I had a nice surprise for him and everything after his help today.”

Turning him back over, Rarity raised the dildo to her lips, giving its tip a tender kiss that made Spike’s entire body light up in a tingling sensation. “Would you like to see it, my little toy? Hmmhmm, of course you would. Just wait right there~”

Moving over to her bed, she carefully stood up the twelve inch beast on her covers, where it wobbled but came to rest in an upright position. Spike’s head was still swirling from the kiss, even feeling the lingering saliva on his tip that made him weak. Surprise…? What is--

The mare wasted no time in starting her show, slowly and tantalizingly extending one of her legs out of the bathrobe. Long, luscious, white-furred and glorious, the drake would no doubt be drooling if he still had a mouth. Rarity giggled, as if pleasing an imaginary audience. “Oh, like what you see, dear~? Well, this is only the appetizer. How would you like to see the main course?”

Time seemed to crawl as Rarity shrugged her shoulders, loosening the bathrobe which fell down around her body as if caught in slow motion. And Spike had never wished he could move more than at that very moment.

While he had been running into misfortune down in the basement, Rarity had clearly been up here, changing into something more fitting for the moment. She had discarded the white blouse and dress skirt she had been working in, and was now covered - if you could even call it covering with how much of her body it showed off - in a truly enticing outfit.

Though he found it hard to see the finer details, Spike could tell that it was some kind of lingerie, ruby red in color and hugging her curves in exactly the way that would have made his knees go weak if he’d seen it in person. She ran a hand down her side, letting out a sensuous moan as the lacy red fabric crisscrossed over her body.

“Quite splendid, wouldn’t you say?” she asked, not expecting an answer from the well endowed toy. She lifted her hands to her chest, cupping the bottom of her breasts along with the thin strips of fabric and bit her lip as two fingers rubbed the exposed nipples gently. “It’s such a shame Spikey couldn’t stick around. I needed a tough drake like him to stave off this incessant heat.”

It was torturous to Spike, hearing her talk about him like that even though he was right there under her nose, unable to do anything about it. The teasing almost felt deliberate, though there was no way Rarity could have known about his fate.

There was a growing need in him that he couldn’t explain, much stronger than his desire to turn back to normal. He needed to fuck. He needed to be used.

Rarity turned around with a sultry wink, dropping two fingers under her bouncy ass to jiggle them tantalizingly. “How fun it would have been to get pinned against the wall, making myself easy to access…” she said, using a hand to spread her cheek, revealing that there was nothing hiding that pussy from the world.

“Ah, but enough about all that. Today it’s just me, and you, my delicious little toy,” Rarity teased, moving over to her dresser and pulling something out of the top drawer that he couldn’t yet see. She moved back over to the bedside, kneeling down so that her chest was eye level with him. “So why don’t we get you all ready?”

There was the squelch of something liquid before Spike felt a wet film get pressed against his skin as her entire hand wrapped around his body. Rarity started to work his shaft as if she were giving a handjob to him, though the sensations all over what used to be his head and torso were almost too much to bear. Her hands were rubbing up and down slowly, gliding easier the more of it spread over his body.

Lube, he realized suddenly. She’s lubing me up…!

His mind was at war with itself, each side fighting for control. The incessant urge to give in to his new role, to be used by the mare that he loved, was powerful on its own. Each passing second, his sense of self felt weaker and weaker, replaced by feelings of pleasure with each stroke against his body.

Spike. Sex toy. Dragon. Dildo. Person. Plaything.

Finally her hands stopped rubbing and she quickly wiped them off on a towel nearby. “I think that ought to do. Ready, love?”

Love? He loved her, she loved him? She loved… using him? Yes, that sounded right… Toys couldn’t love ponies, after all. They could only love being used for their purpose.

Use me…! The dragon dildo’s mind begged. I’m yours to please!

Rarity lifted him into the air once more, gripping firmly at his base, as she lay on her back, squealing in delight at the incoming pleasure she would enjoy. She pulled the dildo close to her face for one final kiss on the tip, allowing some of the lube to grace her lips with a giggle. “Go easy on me, won’t you darling? It’s my first time, after all~”

She lowered him between her legs; he could feel the heat radiating from her needy pussy. There was no denying it now. He didn’t care what else happened. In that moment, there was one goal on his mind.

Use me… use me… Stick me in, it’s my purpose!
He was at her lips now. An inch away, his tip touching her, and then--

Bliss.

It was indescribable, the sensation of penetrating Rarity’s puffy pony pussy. His head was the first bit inside, instantly gripped by the wet tightness of her tunnel. Then slowly, inch by inch, punctuated with moans and gasps from the mare herself, he was pushed further in, aided by his lubricated surface..

“Ahn! Mmmf, oh darling, you’re so big!” Rarity squealed, her tongue hanging from her lips as she clenched her thighs together.

Yes mistress… big… thick… deep… the dildo droned in its mind. All else except pleasing its owner was pushed further and further from relevance. Use me… I’m yours…

The pixies peered over the rafter beam, soaking in the lustful energy being expelled from the horny mare and the dragon-turned-toy. This was already a raging success.

...But could they push it even farther?

Rarity winced as the final few inches were pushed inside, filling her completely as her toes curled on the bedspread. “Oh fffffffffuck, ngh!” she moaned, eyes going wide as it finally hilted inside her. The nub on its front grazed her clit, delivering that punch of pleasure she was seeking.

And yet, even as she brought herself to her first climax, her legs shaking and juices dripping from her, she couldn’t help but wonder what might have been if her paramour had not left. “S-Spikey… hah, you’re so deep…!”

Yes, deep for you! Only for you, Rarity!

She leaned her head back into a pillow, eyes rolling as she began to pull the shaft out, slowly, then back in a bit faster, building up a gentle rhythm. “Mmf, oh…! You sure know how to treat a lady, dear!” she cried, rolling the nub on her clit on the next pass.

You deserve it! The unheard reply cemented his own pleasure. Use me as long as you like!

Rarity rolled onto her stomach, planting her head on the pillow and raising her ass off the bed to get leverage. Both hands were flung between her legs and driving the toy into herself with ever-quickening motions, the wet squelches of her pussy being plugged filling the bedroom. “Fuck me harder!” she begged, biting the pillow between thrusts. “Use me like a fuckdoll! I live for that hard dragon cock!”

One pixie straightened up at that, a mischievous grin splitting her face from ear to ear. She gathered a ball of energy in her palm, and let fly in an instant, arcing toward the unsuspecting mare.

She never saw it coming.

As the magic connected with her raised ass, it spread like electricity over her limbs in an instant, combining with her already wired state and sending her straight over the edge of ecstasy.

“SSSSSSPIIIIIIKE!” she cried in pure unfiltered need as her back arched and her cunt clenched on the dildo within. She drove it to the hilt into her tunnel, leg wobbling dangerously but managed to hold up as she rode out her orgasm. Her cum squeezed out past the dildo where it could, dripping onto the bed below her with each spasm.

Heavy panting filled the otherwise quiet bedroom as Rarity trembled from the powerful high, drooling slightly onto her poor pillow. She mustered the strength to roll back onto her back, cooing as the cock shifted pleasantly within her, and closing her eyes to savor the feeling as long as she could.

“Oh goddess, that was excellent. I haven’t cum that hard since my college years,” she breathed, relishing the feeling of her sweaty body lying prone on the bed. “I can barely feel my limbs…!”

As Rarity would soon find out, that wasn’t a coincidence. Far at the tips of her toes, changes were starting to creep up the mare without her knowledge.

The numbing sensation in her lower body masked the fact that her toes had already merged and solidified into a single lump of foot, as if she were wearing a sock matching her fur color. The skin grew shiny and smooth, replacing fur and flesh with a shiny plastic coating.

As she lay panting and regaining her breath, her lower legs were quickly consumed by the expanding surface, the slender calves and thighs very subtly expanding as they were inflated with air.

But the biggest changes came as the magic washed over Rarity’s hips. Her thighs were the first to plump up, morphing from squeezable fat into malleable plastic and hollow inside. She couldn’t help but moan as her cheeks were consumed, bloating with air as her rump approached bubble butt levels.

She was finally alerted to something happening as her pussy smoothed out into a rubbery hole that was more apt to a certain kind of doll. As the plastic spread up her tunnel, her walls could no longer clench hard enough to keep the dildo in place, and Spike slid out of herand onto the bed with a wet squelch.

“Hmmmm?” the mare moaned, already missing the pleasant full sensation as she came back to her senses. “Oh darling, that was simply heavenly. You sure know how to treat a mare.” She pushed herself to her elbows, since her lower body still felt numb. “Let’s just slip you back in, go take a shower, and get… back… to…”

Rarity trailed off, her eyes going wide as she finally got a look at her lower body. Her pristine, alabaster coat which normally was so well maintained, now looked like little more than a cheap, air-filled balloon. She reached a hand down, trembling as she touched her leg, and jumped as not only did she feel the warm plastic beneath her fingers, but her skin also sank inward like she was pressing on air!

“M-My coat! What’s going on?!” she cried, her voice coming back as adrenaline started pumping through her. She bent over, looking between her legs in disbelief and seeing how it had changed, looking more like a round hole. That… that wasn’t her! “My pussy is-- ahn!”

Touching it had been a mistake. Though it looked like dull, rounded plastic, her fake rubber lips were still as sensitive as always, as if hundreds of nerve endings lay beneath the plastic. Rarity arched her back as she was wracked with another orgasm, letting out a gasping moan as shivers ran down her body.

Only this time… there was no explosive climax. There was no release. The tingling nerves of orgasm stayed entirely in her head, bouncing around like a firework in a suitcase. After all, her lower body was now shaped for receiving things rather than expelling them.

Meanwhile, the plastic surged up her belly and lower back, consuming everything in its path. Her bellybutton shifted into an outie, hardening as the skin shifted into a rubber nozzle for blowing air, not unlike a pool toy. Rarity was left to whimper as her once beautiful tail was replaced by a hollow plastic tube that looked as if it detached from her main body.

“S-Stop… please…” she begged, unable to curb the spread as more of her body was rubberized, falling backwards onto the pillow with a grunt as her back grew stiff and inflexible.

This couldn’t be happening… it was like something out of a bad dream. Did she pass out and start having a lucid nightmare?

But it was no dream. She felt every inch of her body getting lost to the advancing plastic, felt her voice shrivel up and wither as her lungs seemed to poof out of existence.

Her breasts gave barely any resistance, becoming subsumed and expanding as they filled with air, blimping out at least three cup sizes. A deep valley of cleavage cut between them and the nipples poked out like bright pink cones. Rarity might have been happy about the bust boost if she weren’t so confused and terrified by the loss in feeling in her body.

Her shoulders locked into place, smoothing out into soft rounded edges, and the creeping plastic began to wind up her arms, unable to be stopped. Her elbows were left stiff and unbending with her hands resting near her head, and she tried desperately to turn her neck and keep an eye on the changes, anything to keep aware of what was happening.

Within a few moments, her fingers were forced together, fusing into a singular hand shape more akin to a mitten rather than a normal pony hand. The definition between her fingers melted away as she became more inanimate-looking. No more would she be able to manipulate needles, threads, and fabrics the way she used to.

The changes neared their zenith as the last untouched parts of her body left were her head and neck. The plastic touched her hair, quickly transforming it just as it had her tail and forming it into a solid purple balloon of smooth texture. Her once beautiful mane, now becoming a cheap rubbery material, almost made her cry if she could muster the strength.

Time seems to have slowed to a crawl. Her eyes darted around frantically as one of her last mobile parts as her mouth grew stiff and immovable, her muzzle stuck in an open O-face that made her new role all the more apparent. She couldn’t bear to even think of what would happen if anyone found her this way, what they would think of her…!

And that’s when she saw it. High in the rafters of her bedroom, a flicker of movement caught her eyes as she finally caught sight of four tiny winged creatures moving high above the bed.

Pixies! she realized far too late, the perpetrators of this horribly visceral prank all giggling and looking over the edge of the rafter at their victim below. But how…?!

At last, the last of her body was consumed by the advancing rubber, sealing her eyes as a half-lidded flat texture on her smooth face. Rarity the unicorn was no more, and in her place sat a simple lovedoll, a facsimile of her old body at best, clearly intended for one purpose.

Let me go, you ruffians! I can’t move! she desperately tried to plead with the pixies, who began floating down from their hiding place with looks of excitement at their recent success. You can’t just leave me like this!

One of the pixies, the leader perhaps, flew right up to her face, using a tiny hand to boop her nose playfully. It might have been a cute gesture if not for the circumstances.

As she did, another two pixies moved between her legs, lifting the well-lubricated dildo into the air and floating it closer to her face. Somehow, despite her inanimate visage, she still had a measure of sight, despite no ability to control her eyes. They kissed the surface of the dildo, stroking its length, giggling at some joke she wasn’t privy to.

But then… something clicked in her head. The colors of it, the shape, the conspicuous disappearance of her friend…! No, it couldn’t be…?!

S...Spike…? But… how did you… when did they…? Her mind ran a mile a minute, coming to grips with her situation. Oh Celestia… I… I used you! I rode that dildo like a stallion, and all along, it was…!

But she didn’t have to stew with the revelation for too long. The pixies tipped the dildo downward, sliding it tip-first into her open and waiting mouth. Her rubber lips stretched as it was pressed deeper, and Rarity might have gagged if her mouth and throat were anything more than a single rubber tube by now, leading down into her inflatable body.

G-Guh… so thick… hard to… think… she moaned inwardly, her body a simple plaything for the pixies as they flew closer to enjoy their new toy.

Spike and Rarity, once close friends, were about to get a whole lot closer than ever before.

Rainbow Dash

The infestation of woodland pixies was already starting to take its toll on Ponyville. Though the local townspeople were no stranger to odd occurrences happening in their quaint little town, it was starting to become clear that something exceptionally bizarre was happening, though nobody seemed to have any concrete details.

A growing buzz of conversation was starting to trickle around like gossip. Every supposed new development was more fantastical than the last at that!

The most obvious oddity was the apparent influx of stray animals wandering the streets, their bizarre coat colors drawing attention as cats, dogs, and even birds accosted random ponies going about their day.

Then there was the new fountain statue featuring a rather intricately carved nude stallion spewing water from his shaft, a questionable addition to an otherwise nice public feature.

One mare even swore that she saw a seapony floating down the river running through town, flailing as if it didn’t know how to swim!

Another stallion claimed his wife was tending to their vegetable garden, and when he went out to check, the hose was running with nobody in sight, and a shortstack garden gnome was sitting between the petunias with a dopey grin on its face!

But such stories were ludicrous at best, most reasoned, and downright laughable at worst. Really now, a bulbous, big-breasted plant outside Fluttershy’s cottage that would suck on every cock, tit, and pussy that came near it? Now that was just absurd, especially for the demure pegasus to have planted it near her house!

But the pony flying into town had heard none of these bizarre rumors, nor investigated them for herself. She had been in Cloudsdale all morning, training with her team of stunt fliers, and was in desperate need of a nap after an exhausting day of pushing her limits.

The rainbow streaked behind her tail, lighting a beacon in the sky that caught the attention of both townsfolk and a group of pixies playing around and bouncing on a large kickball that used to be a rather nosey young stallion that had laid eyes on them.

Recognizing the power emanating from this figure, they took to the air, wings buzzing to life and shaking off the water as they followed the trail and left their unfortunate victim behind.

Eventually the pony ducked into a large sort of cloud house, resplendent in its architecture and even sporting a rainbow waterfall on its exterior. Good grief, somebody sure liked to show off.

The pixies chittered to themselves, eager about the prospect of trapping yet another pony that they could get their hands on. They crept up on the window, peering in as they formed a plan.

***

“Whew! What a day,” Rainbow Dash said to herself, stretching her arms and legs after the lengthy flight.

While the jaunt to and from the Wonderbolt Academy was normally something she could handle in no time flat, Spitfire had really ridden them at practice today, leaving her wings a bit sorer than usual. Nothing a good nap wouldn’t fix though.

...At least, that’s what she would have done right after getting home. But there was another annoyingly incessant urge tugging her attention away from a mid-afternoon snooze.

“For pony’s sake…” she grumbled, unzipping the skintight flight suit from the back and stripping it off of her lithe frame. Her shoulders slinked out of the suit, exposing her light blue chest fur, and the petite pair of perky pillows protruding from her pecs.

It was a relief to finally get free of that constraining garb, which normally wasn’t a problem while she was up in the air. But this week, of all weeks, made her flight suit almost insufferable thanks to the way it gripped and rubbed her bare skin.

She was sure that it was obvious in the way she sometimes twitched midflight, or faltered an otherwise easy trick. Fleetfoot had surely noticed, her damn eagle-eyes picking up even the faintest discomfort or flutter of feathers, and she might have even given off enough of a scent for Misty Fly to pick up on.

But neither of her female teammates had said anything about it, merely shooting her knowing looks, perhaps knowing she’d pay them back the next time their heat cycles came around if they dared to speak up. And by the time Spitfire had dismissed them all, Rainbow was exhausted both physically and mentally from the strain of trying to fly horny.

But finally, she had tugged the clothing down off her body, kicking them off her legs to be washed at a later point. But she had more pressing concerns, as her pussy made sure to let her know.

“Yeah, yeah, you happy now? Damn hormones…” she panted, snorting streams of hot air from her nose. Her fingers trailed down her belly, feeling between her thighs and coming back up with a trail of sticky liquid clinging to her fingertips. She’d always been a bit of a squirter, and thank Celestia that she hadn’t leaked a dark patch into her flight suit. The ‘Bolts would never let her live that one down.

“No way I’m gonna be able to nap like this,” she decided with a huff, moving over to her dresser and crouching down to pull open the bottom drawer.

On another day, she might flit down to Ponyville and pay Pinkie or Fluttershy a visit for a bit of fooling around, but she was so needy right now that she was almost breaking skin on her lip as she bit it, digging through her clothing that hid the treasure underneath.

“C’mon, where’d I leave it…” Rainbow grumbled, tossing a short skirt behind her, followed by a pair of stockings she’d never worn. “I know it was… aha, there you are!”

Sitting back on her haunches, the pegasus lifted her favorite toy from its hidden home in her dresser. The dark blue coat of a girthy stallion dildo caught the midafternoon sunlight streaming in through the window, and Rainbow felt like she was holding an artifact out of a Daring Do book.

A bit of drool started to collect in her mouth as she gazed at her favorite toy with glee.

“Hey there, handsome~ Ya miss me?” she breathed, pressing her lips to the shaft and even letting her tongue run up its surface as she started to get heated.

Rainbow knew better than anyone that sometimes a mare’s gotta do what a mare’s gotta do., even if she might prefer the company of a pretty filly instead. And she wasn’t above taking care of her own needs when it came down to it.

It just so happened that this toy reminded her a lot of the Wonderbolts’ second-in-command, a fact that she was all too keen to twist into a playful fantasy of her own. She ran the length of the shaft along her pussy, relishing in the buzz it sent through her nerves.

“Really, Soarin? Here, in the locker room?” she giggled aloud, a grin on her face as she climbed onto her bed to prepare for the main event. “You know what Cap would say if she walked in on us like this~?”

A shiver ran up her spine as she knelt on the covers, lining up the large cock beneath her lower lips. She was so wet already that a drop trailed down the side of the shaft, all the lubrication it would be getting. She liked it raw anyway.

“Heh, suit yourself, don’t come crying to me if Spitfire demotes you to water boy for the team, though!” Rainbow taunted, starting to lower herself onto the dildo inch by inch.

She squirmed, gasped, and hummed as it edged into her, spreading her inner walls just right. There was a reason it was her favorite, after all, seeing many nights of use bringing her to the heights of pleasure.

“Mmmf… heh, you been pent up, big boy?” she smirked, her tongue flopping from her lips. She wiggled her hips back and forth, as if rubbing it on her lover’s lap, and pressing the shaft deeper until the hard rubber balls were flush against her backside. “Well you better keep it cool, no cumming until I say so!”

With that, Rainbow started up a rhythm, slowly, at first, but building power and speed with more and more repetitions. For all her bravado right now, she knew deep down she was rather submissive, as Fluttershy could attest to given the last time she’d wound up tied up in the pegasus’ cottage.

Still, nothing wrong with playing the top when on her own.

“Hnngh, f-f-fuck, you’re so big,” stammered the needy pegasus, as she plunged herself down, hilting with every motion. “Don’t stop…! Fill me like a cock hungry slut!”

Of course, this turn of phrase was very interesting to the pixies lurking overhead, and they silently giggled, knowing they could work with this. And the mare’s dirty mouth would be their way in.

The wet slaps and squirts of her tunnel being pummelled, coupled with her increasingly desperate moans made it so Rainbow didn’t hear the faint buzz of the pixies’ wings coming to life. Not that she could concentrate on much other than her own pleasure right now.

“Fuck, that’s tiiiight! My tiny pussy can’t take your monster cock!” she squealed, leaning forward until she was face down in the pillows, her ass high in the air as her hand moved quickly to keep the rhythm going, plowing herself doggy-style with the toy. Her wings were fully extended by now, standing erect and proud.

Now there was an idea… the pixies nodded to each other, concentrating their magic together on what would be a fitting change for this desperate girl below.

Instead of an arcing bolt like their fellows, the magic drifted slowly downward over the bed, like light flakes of dust settling into place as they glowed briefly and vanished upon touching her fur and feathers.

Just in time for her to reach climax, at that!

“Unh, hah, fucking yessss!” Rainbow Dash moaned, slamming the dildo deep in several fast thrusts, a thin stream of clear liquid shooting from her cunt past the blockage, the vestiges of her orgasm squirting gleefully from her lips.

Pure. Unfiltered. Bliss. The mare was no stranger to getting herself off, especially when heat season made things particularly unbearable, and even if it didn’t fully extinguish that primal urge raging within, at least it felt like a satisfying end to a long day.

“Hah… mmm… same time tomorrow, stud?” she laughed weakly, pulling the hard rubber cock out, and gasping as her warm hole felt pleasantly loose and sore. Her tail hairs tickled her bare back, hanging over her body as she remained in that pose for a few moments longer before collapsing into a prone position.

She might have drifted off to sleep right then and there, but instead she decided a shower was in order. There were the plans she made with Pinkie to meet up after her practice, after all, and she wasn’t one to flake on plans.

Rolling onto her back, she rubbed her closed eyes blearily, stretching wide from the exhausting day she’d put herself through. “Nothing like a hot shower to clean off after… huh?”

As it turned out, not all was normal in Rainbow’s cloud house. For hovering high in the air above her bed were three tiny sprite-like creatures, giggling to themselves as they looked down on her.

“What the hay?!” Rainbow yelped, quickly covering herself with a pillow as she glared up at the intruding creatures, which she now recognized as some kind of pixie. “Who invited you to the party? Get out of here before I come up there and knock you out of the air!”

Contrary to her expectations, the pixies didn’t disperse immediately at the sound of her threat; on the contrary, they seemed to be jeering at her, as if taunting her to come up and try!

“Okay, that’s it! Fluttershy taught me how to deal with pests like you!” she declared, rising to her feet atop the bed, though she would need to get airborne to really deal with them. “Say your prayers--huh?!”

Astoundingly, as Rainbow leaped into the air and tried to beat her wings to gain some height, nothing happened at all. Where normally the powerful appendages would lift her skyward, now there was just a vague feeling like something should have happened, and Rainbow simply fell back to the bedsheets in a pile.

Caught off guard by the unexpected failure of her wings, Rainbow extracted herself and glanced over her shoulder to see a downright horrific sight. Her wings - they weren’t there! They were entirely gone, replaced by just a smooth area of fur on her back!

“What the--?! What did… what happened to my wings!?” she cried, trying desperately to flex the muscles of her back and get them to reappear, all in vain.

There was no doubt that these troublesome pixies had done something to her! She growled up at them, as they rolled with laughter at her embarrassing fall. “This isn’t funny! Give them back now!”

Something was… very wrong here. Rainbow didn’t know much about random creatures and such like her friend did, but she’d never even seen pixies like this before. They weren’t from around here, so… why were they here?

Even moreso than that, the wingless pegasus experienced the oddest sense of vertigo as she looked up at the hovering pixies, far above her bed. Normally pegasi had perfect depth perception and didn’t get airsick very easily, but… something was going on.

Did they seem further away than before?

“I don’t…” Rainbow grimaced, holding a hand to her head. What was going on? It didn’t seem like the pixies were moving any farther away, so…

One of the braver little winged creatures zipped down near her, easily dodging the arm she tried to swipe at it with. It tapped her on the nose and flew back a few feet, as if taunting her with how close it could get!

That’s when something became apparent to Rainbow. She noticed it first when she saw the pillow she had discarded, sitting a short distance to her right on the bed. Only… it looked absolutely massive, like it was the length of her entire leg! But that couldn’t be, she was just holding it a moment ago!

Her stomach dropped. Was she… shrinking?!

“H-Hey! Whatever you’re doing… you better knock it off!” she threatened the pixie who had come close, though there was a definite edge of panic in her voice now.

Losing her wings was bad enough, but if these things had the power to change her so drastically, then she needed to get help, before things got even worse.

Another lurch. Rainbow decided that it was time to act, and she quickly threw herself to the side, landing feet-first on her bedroom floor. She didn’t want to think about how her breasts barely came up to the surface of the bed now. She’d always been somewhat small and lithe, but this was insane!

Thankfully, the cloud surface still seemed to hold her fine even without her wings, but that just brought a new problem to mind. How was she supposed to get down from her cloud house without the ability to fly?! Only pegasi or flying machines could get up here!

“Leave me alone!” she cried, dashing down the hall and into the hallway. As a last resort, she’d fight her way out if she had to! Her eyes darted desperately around as she ran, looking for anything she could use as a weapon at her size.

But the pixies seemed determined to harass her every step of the way. She couldn’t have been more than two feet tall now, and every time they touched her felt like more of her height was sapped away! She was the size of a young filly now, with the body of a grown woman!

They buzzed by her, giggling and chittering in their own language that she couldn’t understand. One of them scraped its fingers up her back harmlessly, making her shiver at the touch. Another dipped low and pinched her ass as it bounced behind her.

And no matter how she tried to spin and bat them away with her arms, they always seemed to stay one step ahead of her, dipping out of reach just in time. It was maddening!

She made it to the living room, glancing left and right before lunging for a discarded newspaper on the floor. Rolling it up into a makeshift swatter that was more than half as long as her, , she wheeled around and brandished it like a club over her shoulder menacingly.

“Back! Get back!” she hissed at them, swiping the newspaper back and forth like a bat, hoping to catch one of them as they flew close.

Although she nicked one of the pixies in the leg as it strafed her, it merely lost its balance for a moment before righting itself again. There was no stopping them!

She wiped away a bead of sweat from her forehead, the strain of swinging the newspaper getting harder and harder to manage as the seconds passed. She looked to the side and saw that her head no longer stood taller than the side of her sofa.

This was bad. What was she going to do? Even now, the light newspaper bat seemed to be getting harder to hold, as her precious height dwindled away.

“Why are you doing this?!” Rainbow hollered at them, determined to hold out as long as she could. The pair of pixies sensed her waning strength, stalking her from a short distance away, now little more than a head shorter than her. “What do you want?!”

That irritating giggling again. They were mocking her, and there was nothing she could do about it. As they chittered away, the one on the left simply pointing at her with a clawed finger, chuckling in its squeaky voice.

Wait a second… weren't there three of them…?!

Suddenly, something dropped behind her, and before she could whirl around and whack it, the third pixie had her arms pinned behind her back, kicking her feet out from under her and forcing her down to her knees in a single fluid motion.

“No! Ngh, let me go!” demanded Rainbow, as she wrestled in the tiny pixie’s grasp.

How was this even possible, in the span of a few minutes she’d shrunk to a fraction of her height! There was no way this was normal, this was some powerful magic that had to be affecting her, not only to take away her wings but her height as well.

The other pixies approached quickly, chittering away while their captive pony tried to struggle her way free, but the three of them were too powerful to break away from.

She decided to stop struggling for now, conserving her energy just in case she had a breakout attempt later. Maybe she could even hide somewhere they couldn’t find her, wait until they’d gone away and she could somehow contact her friends…

But her captors apparently had no intention of leaving her be. As she knelt there under their grasp, one of the tiny winged women, perhaps the leader of the group, walked up and grabbed her chin, forcing her face upwards to face her.

Rainbow simply glared at her, as her eyes darted over their features. With wild-looking hair, pointed chins and ears, and tanned, sunkissed skin, they didn’t look like any pixies she’d ever seen before. These were no parasprites or similar pests. These pixies were cool and calculated in their methods.

It was a surprise to her when the leader then flipped up her grass dress, exposing her tiny slit, and pulling Rainbow’s face close to her legs. The intent was clear.

“Are you serious? Go fuck yourself,” Rainbow spat at her, trying to pull back. No way in Tartarus was she going to lick some pixie bitch’s pussy, no matter what they tried to do to her!

As it turned out, that would be quite the challenge. While the leader squeaked some kind of order at her, no doubt urging her to get to work, the other two pixies got busy with ideas of their own.

The one behind her, holding her arms behind her back, was now kneeling behind her, pinning the pegasus’ legs with her knees, and pressing her chest to Rainbow’s back. The otherwise tiny breasts felt larger than life against her bare fur, much larger than the mare’s own pair.

But she didn’t expect thin arms and hands to snake around her torso, reaching up to grope her itty bitty titties, rubbing each small cup with its fingers and palms.

“H-Hey, quit it! I’m not your plaything, you can’t just--nnnh,” Rainbow protested, though the pleas fell on deaf ears. It would be lying to say she wasn’t keyed up from her fun earlier, and even the thought of what was happening sent a shiver up her spine.

Celestia, what was wrong with her? It was one thing to enjoy the thrill of being tied up and immobilized when it was her friends, but this was real! This was actual, present danger and she was trapped!

So why did she like it so much…?

She whimpered needily as the pixie leaned over her shoulder, its teeth moving down to her collarbone to nibble it playfully. They had her number, and they were going to take advantage of it.

As her tits were teased and nipples flicked, the third pixie decided to go for another prize, licking her lips predatorily. The pixie crawled on her belly under the legs of the leader, until her head was near Rainbow’s crotch and she could grip her thighs with both hands.

The mare bit her lip. It wasn’t going to…. Right?

But the pixie absolutely was going to apparently, her eyes flicking up to catch Rainbow’s gaze with a cheeky smile, as she leaned in, running her tongue up the puffy blue lips, dragging it slowly from base to tip and lingering just before flicking it across her clit.

“A-Ah!” she gasped, throwing her head back with pleasure. It felt so good despite the circumstances, nearly bringing her to orgasm right then and there. Ffffuck, how was she supposed to fight this?

“You b-bitches want to get me off? Fine,” she huffed, though her tongue hung from her open mouth as she let them get to work, now in slower motions than before as they groped her and ate her out.

The pixie leader seemed undeterred, grinning down at Rainbow in triumph as she now grabbed the pegasus’ head with her hand, guiding her mouth to her own lower lips. Though she resisted for a moment, when her lips were forced to touch the pixie’s snatch, she felt her resistance breaking down bit by bit as her own needs were taken care of.

“Rrrgh… fine, you horny little shits,” Rainbow grumbled, before leaning in to start licking her dominator’s bare folds. They won, she’d lost… now she just had to play along until they let her go, it seemed.

It surprised her, as she began licking away diligently, just how good the pixie pussy tasted. She considered herself something of a connoisseur of pretty ponies, but none of the mares she had been with had tasted quite like this. There was a hint of something sweet, like honey, and maybe fresh spring water? It was… refreshing, somehow.

Though that shift in perception did nothing to help her as the pixies stepped up their game.

The pixie at her front decided to bring her hands into the mix, reaching around to grab fistfuls of Rainbow’s ass, groping and kneading and spreading the plump posterior in conjunction with each motion of her tongue.

The one behind her decided to take a different approach, taking one of her hands off the pert breasts before her, and instead reaching down to wrap her fingers around the base of the rainbow-colored tail, pulling it taut and earning a squeal from her pegasus prisoner as her lips continued to dance along Rainbow Dash’s neck.

The pixie leader, meanwhile, leveraged her dominant position to use both hands to hold the mare’s head in place as she continued to lick, grinding her hips into Rainbow’s face in time with the obedient tongue making its rounds on her mound.

It was forceful, and demeaning, and Rainbow just couldn’t get enough of it! It was hitting several of her kinks, and though she wouldn’t admit it, she was starting to get really into this. If this was the worst the pixies would do, then she could deal with that!

Of course, little did she know how naive an idea that turned out to be.

The more the pixies touched, and licked, and groped, and teased their pegasus plaything, the more her body started to change. It was little things at first, like the slight pressure in her body as a softer, but less fuzzy layer started to cover her skin. It left her body looking a little shiny, and a lot more squishy.

There were hints of growth beneath the pixies fingers on her chest and backside, where petite and small assets began to subtly expand, plumping up and growing outward with every touch.

She didn’t even notice as her insides began to rearrange themselves, replacing organs and tissues and muscles with a single, long, straight tube running from her mouth straight down to her privates.

And through all of this, Rainbow dutifully kept up the licking, growing inexplicably hungrier for the treatment they subjected her to, for blatantly playing with her like a toy.

All it took at that point was a bit of speeding up from the pixies on either side of her, and Rainbow felt herself getting pushed right to the edge once again.

“Mmm! Hah… right there…!” she gasped, her defenses broken down and her will to fight ebbing away. Maybe these pixies weren’t so bad after all, she figured - not if they could make her feel this good!

Her body lit up in that familiar tingling sensation, spreading from head to toe as she rode the climax that was forced upon her. Drool leaked from her mouth as she lost herself in the ecstasy, spasming and leaking so much fluid from her pussy that she felt like a fire hydrant of cum!

Of course, none of the pixies bothered to tell her that it was lube she was leaking, rather than her own juices. Why spoil the surprise?

“Th-That was… hah… ho-o-oly shit~” Rainbow groaned, letting her head fall back on the pixie’s shoulder behind her.

Her eyes were practically rolling in their sockets and her head was swimming with endorphins. It was like they knew exactly how to push her buttons, and it was the best orgasm she’d had all week.

Despite having not been finished off herself, the pixie leader stepped back with a grin, looking down at their victim with a predatory smile. Their fun wasn’t over quite yet. She barked orders to her cohorts, chittering and pointing back at the staircase.

They got the message. Rainbow was still reeling as she felt their arms move to where they were supporting her back and legs, and there was a buzz in her ears as their wings spun into motion, lifting them up off the ground and into the air.

The mare simply sat back in their arms, throwing her own around their shoulders for support. She gazed dizzily at both of them, her head nodding back and forth like she was drunk on cider.

“So, you ladies sticking around?” she giggled in a daze. “Cause I gotta tell ya, that was really some trick you did with your tongue~”

Her head was tipped back gently, and Rainbow saw the upside-down face of the pixie leader hanging above her. A comment died in her throat as her lips were captured by the pixie’s, who leaned down to kiss her in a pose most pegasi were familiar with.

Goddess above, this was great! It was like having her own personal harem of lovers at her beck and call; they were even carrying her like a queen! Maybe she had been a little too hasty in judging them.

The pixie’s nimble fingers ran along her neck, pressing into her skin, spreading a warmth that seemed to settle into her throat. Not painful, just slightly uncomfortable, like she had to swallow a tickle in her throat.

All too soon, she pulled back, leaving Rainbow wanting more despite herself.

“Hey, what gives?” she asked, tilting her head back to watch the pixie. “I -- wanted you to leave me gasping for air, stud~!”

Rainbow shook her head in confusion. Huh? That wasn’t what she wanted to say… why did that come out? It felt like it tumbled from her lips before she could stop it. And these pixies weren’t exactly ‘studs’ were they?

She cleared her throat, hoping to get rid of the tickle that she felt in her windpipe. The pixie leader just kept looking down at her with a grin as they reached the top of the stairs.

Trying again, she spoke up. “What I meant was, I’m -- ready to get filled and bred like a good girl, teehee!”

Clapping her hands to her mouth, Rainbow’s eyes went wide. Okay, she KNEW she hadn’t said that! It sounded so lewd and suggestive, like something a cheap whore would say! She had more dignity than that, didn’t she?

Something wasn’t right. It was her voice saying the words, but it was like their origin was something beyond her control. She tried speaking a few more times.

“I’m going to -- ride you all night long!” No, no…

“It feels like -- I might cum again if you keep touching me like that, stud!” Gah, stop it!

She just had to say something that was impossible to get wrong. Steeling herself, she declared, “My name is -- Toybow Dash, your personal pony plaything!”

Once again, she clasped her hands over her mouth, a fierce blush lighting up her face. Why did she say that?! That was a fantasy that she’d never told anybody, not even her friends! And now she just blurted it out in front of these pervy pixies!

She touched her own neck, feeling the same spots the pixie had felt when they were making out. That odd feeling of warmth that had seeped into her… was that to blame?

And… now that she took a moment to really feel herself, something about the way her skin felt was somewhat off. Like there was more give to it, less resistance from flesh and muscle. More like…

Like a rubber toy…?

Finally, the pixies carrying Rainbow reached her bedroom, where all of this craziness had begun. And as they carried her to the bed itself, she caught sight of her discarded dildo, glistening with the juices of her recent usage of it on the covers.

Her eyes shrank to pinpricks as the pieces fell into place.

“Ah hah, heh, umm, alright, thanks for bringing me back to my room, but -- why’d we have to stop? I need more, more, more~!” Rainbow tried to interject, before being cut off by her own voice once again.

The leader following behind them simply chuckled, saying something in their language that Rainbow couldn’t understand and snapping her fingers.

Immediately, the two pixies carrying her moved their arms, their hands locking into place around her wrists and ankles, holding her aloft in a spread-eagle position.

“H-Hey!” she yelped, trying to wriggle her way out to no avail, as their grip was stronger than it seemed. “T-That’s enough, you can’t -- stop until I’ve had enough! And I can go for hours on end~!”

Dammit, this stupid voice speaking for her was saying the opposite of how she felt! She d-didn’t want them to handle her like this, like some puppet on its strings! … Right?

The leader dipped down to the bed spread, lifting the thick sex toy upright from its prone position, and keeping it standing straight on the bed. The other pixies hovered closer, making sure the mare’s legs were spread, and removing all doubt about what they were about to do.

“Don’t stop!” she begged, her demand overwritten by these other feelings. “It’ll never fit, I’m -- built to stretch for any size! Spread my holes and try for yourself!”

Not helping! Rainbow could do little but whimper and try to break free as her body was lowered right onto the head of the dildo, feeling its gargantuan size pressing against her lower lips.

She tried one last time to argue her way free as the pressure started building, with the pixies pulling her downward with ever increasing force!

“I’m t-telling you all! It’s too big, it’s not going to--! F-FUHHHHH~!” her voice cut out as Rainbow was forced to eat her own words.

With a hard tug, she was forced half an inch down, her pussy spreading and stretching to fit the enormous cock. If Rainbow could have focused, she might have realized that there was no physical way she should be able to stretch that far, when the dildo was almost the same size as her entire body!

And yet it gave way, inch by inch, as a bulge appeared in her lower belly, pressing firm to her hollow inner walls.

Her eyes were rolling in her head, as her face morphed into a pleasured expression with her tongue out, practically against her will. She couldn’t think of anything other than how it felt inside her.

“S-So biiiiiiiig~” she moaned, giving in to the sensations further despite herself. “It’s gonna split me in two!”

Of course, it would do no such thing. Even with the size difference, Rainbow’s body was now bouncy and stretchy enough to accommodate such a huge intrusion, and the delightful feeling of fullness was consuming her every thought.

It was a full four inches inside her by now, distending her belly with its hard rubber head and shaft as it plugged her petite pussy. Never did she think she’d be getting raw dogged by such a huge cock in her life!

“I-- I can’t…” she tried to voice the multitude of feelings running rampant over her body, though one sprang to the forefront. “I can’t feel my legs, ahn~!”

Rainbow’s athletic legs were hanging on either side of her, spread wide in a forced stance to fit. But her feeling was not for nothing - as the pixies moved their hands off her wrists and ankles, having secured their prey well enough, they started to press and move her legs somewhere less obtrusive.

After all, what kind of toy needed legs? Toys didn’t walk, or run, or do anything! They were simply tools for their owner to use, and the mare’s newly rubber body would let them reconfigure her as needed!

With deliberate squeezes, compression, and rolling of the limbs, Rainbow Dash’s legs were shoved upward, back into her hips and torso until they were little more than rounded nubs near her abdomen. Of course, the mass was better used elsewhere, as it was repurposed into plumping up her hips, rounding out her curves, and expanding her ass.

She could feel every change being forced upon her body, as her lower half was remodeled to put focus on her pussy and butt, and yet… a part of her was thrilled by this development. A good toy would be handled by its master, after all!

Her arms were next to be changed. Much like her legs, there was no need for a toy to have lanky limbs and digits, so they were quite easily squished back into her upper torso. This time, her bust received a significant boost to its size, bounding from a modest B-cup to honking great F-cup tits!

“Heh… heh… bouncy boobies…” Rainbow mumbled, a bit of drool seeping from her mouth. Her tiny tits had always been a point of contention for the pegasus, especially alongside her well-stacked friends. But now she had a pair of big ol’ boobies of her own! How great was that?

The rational part of her mind that opposed these changes was quickly losing the battle against her deep, suppressed desires. The pleasure of being used like this, unable to do anything to stop it, was everything she wished for subconsciously. Now she knew where the other voice was coming from - it was her all along.

“Wow, like, you’re really giving it to me!” Rainbow giggled, and it was now that she realized that she wasn’t actually moving her lips. Her mouth was stuck in that lewd O-face, yet the words were still bubbling up from within. A voice box?

Though she could still see just fine, Rainbow could tell that her eyes were stuck in place too, a half-lidded sultry gaze at her lovers. Even her skin has turned the barest hint of translucent, looking like a sort of gel-shade of her cyan blue coat. The pixies could easily see the outline of the dildo deep in her body, making the next part much easier.

Their hands moved to her shoulders, forcing her ever further down onto the toy. “There’s more?! Golly, I’m so full already!” she declared, wondering how far they would push her.

Another inch, and the dildo was up to her chest. Even more, her throat was being filled up from within! The remaining vestiges of her mind marveled at how no matter how deep it got, she could handle it still! Like this was all she was made for!

All she was made for…?

When the dildo breached her lips, completely spearing Toybow Dash with its girth, her voice box chimed to life again.

“Ho-o-o-oly cow, you’re all the way through! Good thing my durable polymer body can handle even the roughest spitroasts!” she boasted, as if that were something to brag about.

The pixies giggled in unison, another victim successfully pacified! And by the sound of things, the headstrong mare that they’d run into was quite a pervert deep down, longing for this sort of thing all along! Just perfect for a plaything~

Of course, even as she observed the fruits of their labor, the pixie leader felt like they could do even more. There was a fair amount of lustful energy coming off of their toy, but why stop there? If they could find a stallion to use her, that would produce way more energy for them! Plus, it would cement their victim’s fate even more…~

Nodding as she decided, she barked her orders to her cohorts, who snapped to attention. They would carry the onahole toy down to the town, and get someone to use her. That would be an appropriate way to both end things here, and find even more victims to play with!

Unaware of the change in plans, Rainbow’s mind was simply buzzing with unbidden pleasure. She had never felt quite this relaxed and satisfied before, and although part of her abhorred how easy it was to fall under their spell, that didn’t matter anymore! She had a new purpose, to be the best toy ever!

So when the pixies started lifting her off the dildo, thankfully easier than forcing her down due to her lubricated holes, she was a mixture of confused and excited!

“Where are we going, master?” she giggled airily, as a wet plop filled the air as her pussy relinquished the cock inside. “Are we trying a new position~?”

The pixies’ wings buzzed to life once more as they lifted her into the air. Thankfully she was even lighter as a toy than as a mare, so they had few problems getting airborne and flitting out of the cloud house together.

That is, until they got out into the open air.

You see, with all of the havoc being caused in Ponyville far below, the weather ponies that normally handled newly-formed weather patterns were a little bit preoccupied in town. It was hard to do your job when you were rooted to the ground as a mailbox or slithering along as a snake, after all.

So when strong winds started blowing out of Cloudsdale down into the valley towns like Ponyville, there was no cloud buffer to break up the gales.

This made it especially hard for the pixies to remain in the air, their tiny bodies buffered around by the powerful gusts. They squealed and screamed as they were blown off course, trying desperately to hold onto their load, until at last their fingers slipped from the slick rubber body in their grasp!

Rainbow’s body tumbled through the open air, its not-quite-aerodynamic body cutting through the strong wind and falling straight down to the town below.

“Whoa, you’re going so fast, stud!” her voice box cried, unconcerned by her plight. “You’re making me do a sonic rainboom!”

The declaration was almost comical to Rainbow as she cut through the warm summer air. Her multicolored mane and tail whipped behind her through the air as she catapulted toward the town below. The ground was fast approaching, why wasn’t she more worried?!

BOING!

The first thing she hit was the slanted surface of a roof, and her body bounced off of it, entirely undamaged. It seemed the rubber form was serving her well, though the tumbling vision made her a bit nauseous.

She bounced twice more on the way down, hitting the wall of a nearby building, and a windowsill before she finally landed face-up in a soft patch of grass. She was thankful that it was a harmless fall despite being so high, but… now what?

“That was a blast, stud! Come fly with me again sometime, okay? Heehee!” she said enticingly.

The fall had roused Rainbow’s distracted mind, making her more lucid of her surroundings. This was… better? At least she was away from those troublesome pixies, she couldn’t believe how powerful they were to change her like this! Now she just had to find her friends and hopefully get back to normal.

But… where was she? She was between a set of buildings in town somewhere, and there was a single door directly ahead of her, with some nearby trash cans and other disposable materials nearby.

Not to mention that the building looked strangely familiar somehow…

But before she could ponder on it for too long, the door opened and a very familiar voice came from within.

“Just a sec, Mrs. Cake! Gotta take out the trash and I’ll be right back in a jiffy!”

Pinkie Pie.

She was behind Sugarcube Corner!

Pinkie Pie

Pinkie Pie was having a really good day.

That wasn’t to say most of her days weren’t good. She had an uncanny ability to turn the downest day into a funnerific good time, and make even the saddest ponies turn their mood around in a jiffy!

But there was just something about today that had her practically dancing as she went about her chores in Sugarcube Corner. Her tail was twitcha-twitching, her toes were getting all tingly, and her mane was poofier than ever! Normally a Pinkie sense of this magnitude meant that something world-shattering was going to happen in Ponyville today!

And so, the party mare giggled to herself, skipping around the bakery. Of course, she wasn’t worried about it being anything super serious - Twilight and her other friends would find her right away if there were any no-gooders stomping around.

But boy, were there some interesting stories coming in from shoppers today. She couldn’t wait to get out and see the new fountain, the mayor’s been talking about that one for ages! And maybe she’d catch a glimpse of this merpony that Roseluck swore she saw swimming around the river earlier. So much to see, so much to do!

“Just a sec, Mister Cake! Gotta take out the trash and I’ll be right back in a jiffy!” she called over her shoulder, tying the plastic bag tight as she lifted it at arms length while heading for the back door.

The harried looking dark yellow stallion at the counter nodded and waved back at her.

“No problem Pinkie. Oh, and when you get back, could you flip the sign to closed for now? I’ve gotta take the twins over for their doctor’s appointment,” Carrot Cake replied, wiping down the baking counter with a damp rag. “And maybe see about finding Cuppy, she still isn’t back from the market...”

“You betcha! If Mrs. Cake comes back while you’re out, I’ll let her know you were looking for her!” Pinkie assured him, pushing open the back door and stepping out into the grass behind the shop.

It was nice to get a break like this, and she knelt down to run her hand on the grass as she took a deep breath. Thankfully the dumpster itself was a ways away from their door, so she didn’t get a big noseful of stink!

“What a great day it is too!” Pinkie said aloud as she looked up into the cloudless sky. The warm summer air dances through her hair, and even the quick trot over to the dumpster to throw away the trash bag was a nice reprieve from work. “I should go visit someone today! Maybe Fluttershy needs some help around her cottage.”

With that fun plan in mind, she skipped back toward Sugarcube Corner, only for a voice to catch her attention.

“Aww, where’d you go stud? Don’t tell me you’re spent already!”

The voice was faint, but sounded like it was coming from nearby. “Huh? Is someone there?” Pinkie asked, looking around and not seeing another pony nearby. And that voice sounded so familiar too…

“Ooh, is that a new voice? I love meeting new people~!”

She didn’t imagine it - that was Rainbow’s voice! But why did it sound so weird? “Rainbow is that you?” The mare started looking around the back yard, until a small object in a tuft of grass finally caught her attention. “Oh! Who in the world left this back here?”

She crouched down, reaching out to pick up the light blue toy resting in the grass. She didn’t have to be an expert in all things sex toy - even though she was! - to recognize an onahole when she saw one!

“Master~! Thank you for picking me up! My name is Toybow Dash, registered trademark of Talking Toys, Inc! Don’t you want to cum inside Rainbow Dash?” the tiny toy announced, clearly not caring who around them could hear.

For her part, Pinkie couldn’t suppress a fit of giggle-snorts at the corny dialogue spouting from the toy’s voice box. “Wowie, who came up with this dialogue? The voice is spot on though!”

She turned the toy over in her hands as she stood back up. All else aside, she had to admit that there was an insane amount of detail present. Every curve and bit of plump skin was immaculate, as if the toy hadn’t been used at all. But who would just throw away an unused toy this good?

Her fingers rubbed the soft rubber skin, even touching the silky smooth tail hairs. Maybe she had to look into this company if they were making such high quality toys!

“Well, we better get you inside, little toy!” Pinkie announced, making her decision. Perhaps it was the fact that it looked like one of her good friends, but she just couldn’t leave the little Rainbow toy out here! “I’ll figure out what to do with you later!”

“Yaaay, thank you master!” It squeaked back up at her, even hitting the raspy notes of Rainbow’s voice. No way that Dashie had lent her voice for this right? Surely she would have told them all about such a cool and funny opportunity!

Unless she was embarrassed about it or something…

Either way, she pushed the door open back into the bakery, slipping the toy into her pocket and hoping she could make it upstairs without being accosted.

“Mister Cake? I’m gonna go take my break now!” she called out into the shop, peeking her head around the corner. But only silence met her back. “Oh, doy! He said he was gonna be out with the twins! Better just flip that sign then.”

Feeling more confident, Pinkie skipped over to the door right past the crib that usually held the Pumpkin and Pound Cake and flipped their Open sign over to Closed.

If she had paid a little more attention, she might have noticed the addition of two more plushies in the crib that had a surprising likeness to the two young ponies, or the softly-swaying mobile above their bed, where a tiny yellow figure of a plastic stallion hung from a single string with the rest of the dangling objects.

Giggling to herself, she made for the staircase to the upper level, where her bedroom awaited. She pulled the small rubber toy out and gave it a playful squeeze. “Time to go give you a test run my cute little Dashie!”

“Oooh, are we gonna have fun together master?” it asked, and Pinkie swore she felt it shiver slightly. “I can’t wait!”

Gasping loudly, she lifted it up and grinned at it while she climbed the steps. “You like fun too?! Oh we’re gonna have so much fun together!!”

Even though it was somewhat corny, Pinkie couldn’t help but be excited at this discovery. I mean, how often was it that you found a sex toy of one of your friends? She wondered who had owned it, and why it had been discarded so callously. That’s no way to treat her friends!

Nudging open the door to her room, she observed the organized chaos for a moment before taking a running leap, falling onto her back on the bed with a grunt.

A flicker of movement on the ceiling caught her eye, but by the time she looked at it, there was nothing to see. “Huh?” she wondered, looking back and forth before giving a single shrug. Must have been a bug or something.

“What’s the matter, master?” the toy squeaked from her grasp, giving another noticeable vibrating shudder. “You still haven’t stuffed my pretty pony pussy! Don’t make me beg for it!”

“Jeez, you’re a horny little thing aren’t you?” Pinkie giggled, pulling Toybow Dash up to her face. She stuck her index and middle fingers into her mouth, wetting them with her own saliva before pulling them out, dragging a long strand of drool with them. “Better warm you up before the main event!”

With all the care as if she were actually trying to get her friend loosened up, Pinkie began to stroke her fingers gently along the rubber slit of the toy. Rainbow could only whimper in needy pleasure as her tiny, immobile body was stimulated, losing herself more and more to the pleasure with each passing moment.

“Mmmmmasterrrr, that feels soooo gooooood,” she moaned, squirming feebly as the mare’s fingers danced along her lips. “You must be a pro at this!”

“Weeell, I guess you could say that!” the earth pony chirped back at it, taking care to rub her fingers over the tiny clit and eliciting a high pitched squeal. “I’ve bedded my fair share of mares and stallions alike! Too bad I lost my title of Town Bicycle after the spa opened in town, but what can ya do?”

Before long, those slender digits stopped simply rubbing the outside and started sliding in and out of the toy, lubricating its love tunnel with every insertion.

“Mmmf, don’t be afraid to give me your all, master! I’m built to stretch after all~!” Toybow insisted, much to Rainbow’s chagrin.

Pinkie’s eyes went wide. “Whoa, really? We better find something to test your limits then! Let’s see… here, you enjoy yourself, I’ll be right back!”

Rainbow heard the all-too-famiilar buzz of a vibrator firing to life, and before she could utter a word of denial, Pinkie had slid it into her fuckhole, leaving the onahole toy to vibrate in unison while the mare walked over to her dresser. Pinkie Piiiiiiiiiiie!!! She tried to holler, but only the desperate squeal of “Masterrrrrrr~!” left her voice box.

“Let’s see here… no. nope, nuh uh,” she muttered, digging through her drawer of toys, or as she liked to call it, The Cave of Wonders. A ring gag clanged as she pushed it aside, and a buttplug bounced as it hit the floor. Finally, she pushed aside a stack of riding crops and found it. The crown jewel of her collection.

“I hope you’re ready for a real challenge, it took me a solid month to get used to taking this bad boy!” Pinkie said, practically skipping as she returned to the bed. Once she came into view, Rainbow looked up in horror at what looked like a humongous double-sided dildo, stained bright purple in color and easily as thick around as the mare’s forearm. “I call this bad boy, ‘El Gigante!’”

No… nonono, Pinkie don’t you dare! That thing is way too big! Rainbow tried to whine, but to no avail.“Holy mother of cock! I’m drooling just at the sight of it, master~!” Toybow squealed. NO I’M NOT! That thing’s gonna split me in half!!! “Bend me over it and break me in like the horny little pegasus I am!!!”

Wasting no time in getting right into it, Pinkie angled one end of the dildo toward herself, quickly pulling down her pants and getting ready. She couldn’t lie, this thing had almost broken even her when she first started, but over time she got more used to it, taming it like a wild beast.

“Just gotta… make sure it’s all lubed up and ready…” she mumbled, squirting handfuls of lube onto its surface and rubbing it in before she lined it up. “And here… we… GO!”

A wet squelch rang through the room as Pinkie impaled herself on it in one go, leaving her legs shaking and a generous bulge visible in her lower belly. “HA-A-A-AH~! Th-There we go,” she giggled in an almost drunken stupor as her lower lips hungrily gobbled the toy right up to the middle divider. “One half done! And now it’s your turn, my pretty!”

Rainbow could only gulp as Pinkie grabbed her body, easing the vibrator out - which she had since gotten used to, and plopping her right on the tip of ‘El Gigante’. From this angle, she swore the behemoth toy was wider than she was.

“I’m so ready, master!” her annoyingly insistent voice box declared. “Pin me down and show why bad girls like me deserved to be punished!”

“Heehee! We’ll see if you’re still so confident after it gets in!” the earth pony joked, wiggling Toybow’s hips back and forth over the cock head. “Alright, we’ll do it on the count of ten! Ready?”

No! “YES~!”

“Ooooooone! Twooooooo,” Pinkie deliberately dragged out the words, grinding the cocktip against the leaking lips of Toybow Dash. “... SeveneightnineTEN!”

In an instant, any resistance Rainbow had been putting up was washed away, shunting her consciousness around with the unexpected insertion, and letting Toybow Dash take center stage with a toe-curling cry of ecstasy.

Pinkie grunted and leaned forward on her bed, supporting herself with one hand while the other gripped the toy as she slid even deeper, gasping as her own walls were stimulated. “W-Whoa nelly! You took that one like a champ! Let’s see if you can take a little more…”

“More… MORE…!” the voice box of the toy begged, lost in throes of pleasure as it was speared by the shaft.

T-Too big… Rainbow struggled with her own thoughts, desperately trying to deny that part of her wanted Pinkie to go even further. C-Can’t think straight…

“More? Hah…” Pinkie huffed, practically feeling the throb of the dildo inside them both. “I’m not sure how much farther we can go, Toybow! It’s already so deep in your tight cunt, isn’t it?”

S-Stop calling me that, Pinkie… Rainbow groaned, knowing her friend had no shot of hearing her. My name is Raintoy… I mean… I’m a Pegahole… huh?

“J-Just a bit further, Master~!” Toybow urged her, the automatic vibration function rippling through her form. “I need it all-all-all-all the way through!!”

Something was wrong, her mind was… going places it shouldn’t… Rainbow had to get Pinkie to stop, before–

“Alright, if you’re sure! Wheeeee~!” Pinkie cheered, leaning back on her knees and using both hands to shove the toy harder, further, until–!

POP!

As the rubber finally gave way to the sheer girth of the shaft invading it, the onahole’s mouth opened wide, permitting the cocktip to slide through it and out the other side. It was a full-body spitroast from base to tip, and Rainbow’s poor, fractured mind finally shattered, lost in the pleasure of the moment as it latched onto the only stable personality it could find - that of Toybow Dash.

“Gllk… hgghk… so tight…” Toybow moaned, finally one in mind and body with her two halves.

“Gosh, I know what you mean!” the party pony exclaimed, snorting hot air from her nostrils. Her hands gripped both sides of the tiny toy, trying to thrust El Gigante deeper into both of them. “It’s too bad this isn’t a real cock, cause I bet you feel like an amazing cock sock right now!”

Of course, Pinkie couldn’t have known what creatures were lurking in her rafters, or she might have been more cautious of her wording. But the bolt of magic shot down all the same, zapping Pinkie right down her shoulder blades and through her pelvic area.

“O-Ooh! Tingly!” she giggled, thinking it was another feature of the toy she was using, leaning back against the headboard of her bed as she leveraged her hips to better effect.

It started with a dull throb, as thick veins formed along the shaft, its base attaching to her crotch as the bulge slowly diminished in her belly. Rubber converted to flesh, as a hefty sack formed between her legs, and she definitely felt it when two walnut-sized objects dropped inside.

“Huh? What was…” she gasped, as her hand reached down and felt her new addition. “Ahn~! I… I have b-balls?!”

But it wasn’t stopping there.

Ba-bump.

The pulse of blood made the cock extra warm, and Pinkie could feel it heating up beneath her fingers.

Ba-bump.

Its flesh turned a mottled pink and brown color, much like she’d seen on real stallions. Her eyes went wide.

Ba-bump!

“Nnngh! T-Too tight…!” Pinkie said, biting her lip as she was suddenly able to feel every inch of the monster down there, including the parts being tightly squeezed by her new favorite toy. “Dashie, I’m gonna…!”

“Do it, master~! You know you want to cum inside Rainbow Dash!” Toybow begged, too far gone to focus on anything other than keeping this pleasure going as long as possible.

“Oh f-fuck, I’m gonna,” Pinkie arched her back as the explosive climax came, lighting up every nerve in her body in an entirely new way. “C-U-U-U-U-MMMM!!”

Rope after rope of sticky white cum shot from the cocktip that was now very real, splattering on the ceiling and walls as she bucked her hips feverishly. A glob of it even landed on one of the hiding pixies, gumming up her wings and limbs as her fellows silently cackled at their trapped comrade.

Making sure the toy wasn’t left out, Pinkie slid Toybow Dash up her shaft, until the head popped back inside the onahole’s body, quickly filling the interior with her spunk.

“Ahn! Master~! So full!” it applauded her, its rubber belly distending and capturing as much of the cumshot as it could.

“Mmmf! Hah… wow!” Pinkie said, laying back against her pillow and marvelling at the new appendage as it throbbed, spewing the last few spurts of jizz into Toybow. “I look like one of those porno characters! How did this happen?”

Whatever she thought, there was no doubt that El Gigante had become a very real cock for Pinkie, extending a solid foot from her hips at full mast. It quivered as she touched further down the shaft, and her toes curled at how good it felt.

“This… is… amazing!” she cheered, ideas rushing to her head already. “Oh my gosh, I get the best of both worlds now!! I can give a boobjob to a stallion, and hotdog a mare! I can even plunder Caramel’s booty the way he’s always asking me to!”

The knowledge of how it happened was as far from her mind as could be, and she giggled as the onahole waved back and forth as her dick swung when she let it go.

“Oh… but who do I go show this to first? Ahhh, so many ponies come to mind!” she said, trying to recall everyone she knew in town off the top of her head. “Caramel and Derpy, Roseluck and Daisy, Aloe and Lotus, there’s just too many ponies who would get a kick out of this! I can’t choose!”

She kicked her legs off the bed, not at all exhausted from her enormous orgasm. She stood up, scratching her head as she went over to the full-body mirror by her dresser. “I wish I could do everyone at once! Maybe we need another orgy party, or something!”

Another? The pixies chittered amongst themselves. This mare wasn’t even affected by their magic as traumatically as the others had been. Maybe she needed a more… extreme change.

Conjuring their power together, the four un-stuck pixies loosed another bolt of magic at Pinkie, far more powerful than the last. A bit too powerful, as it turns out, as the flash of light in her rafters caught the mare’s attention at the last moment, and she managed to yelp and dodge to the side, almost avoiding the attack altogether.

Almost.

In reality, the beam of magic struck the mirror, splitting into two jutting rays, with one striking the pony in the arm, and the other bouncing straight back at the small group high above. They froze in the magic, dropping onto Pinkie’s bed from above with dull thumps, only sparing the pixie stuck in the cum webbing up above.

“Ouch! What the heck?! Pixies!” Pinkie gasped, the puzzle piece finally falling into place. “That’s why there’s been so many weird stories flying around today! You little punks are to blame, aren’t you?!”

But neither party was spared from the magic taking hold of them. As Pinkie doubled over, her arms and legs feeling like they were on fire, each of the four pixies that had fallen prone on her bed began to stiffen up, their bodies forced ramrod straight as each of them began swelling.

Their arms and hands melted into their torsos, while legs and feet bunched together and formed a fat, rounded shape. Their faces were the last to go, becoming pointed and protruding heads of a different variety. A mere half-minute after they were hit, four slightly differently colored dildos sat immobile on Pinkie’s bed, all that remained of the troublesome creatures.

“Hah! S-Serves you cocky pixies right!” Pinkie laughed, though her situation was dire in a different way. Lines had formed between her middle and ring fingers on both hands, and on her feet, splitting the limbs down the middle until her arms and legs were a bunch of long, thin, noodly appendages. Oddly, she could control all eight of the limbs independently.

She collapsed onto her ass, her new legs unable to support her weight. “Th-They’re still changing?!” she cried, biting her lip as her fingers and toes melted away into smooth flesh. “I don’t want to be a Pink-topus!”

But the effect was far stranger than even that. Instead of slimy tentacles, each of her limbs formed a very familiar shape - one that was still proudly standing full-mast between her legs! In the span of a few seconds, Pinkie’s limbs had all transformed into eight long cock-tentacles, wriggling and writhing, squelching and leaking as she managed to push herself to at least an upright position.

“Eugh…is it over…?” she groaned aloud, bringing one of her arm tentacles to her cheek and inadvertently cock-slapping herself on her face. Her torso and middle seemed largely unchanged, leaving her with her heaving breasts and pudgy tummy amid a sea of squishy limbs. “Gee, look at me! I’d say I’m more of a cock-topus than an octopussy!”

Amusing herself with puns wouldn’t solve the situation though, as she delicately moved herself back to the bed, one tentacle pull at a time. At least her would-be attackers had been incapacitated and were no longer an issue.

“What a mess! I better find Twilight and the girls so we can fix this A-S-A-Pinkie! Can’t let myself be distracted by thoughts of… of a…” Pinkie paused. She thought about all the ponies who could use a good fucking, and how well equipped she was to help them now. Biting her lip, she felt all eight of her limbs throb and stiffen at the thought.

She glanced at the window. It was just a… slight detour, right? In and out, preferably several repetitions of that, then lickety split, she could focus on solving this problem. Yeah!

There was no way that plan could go wrong!

Smirking to herself, she spotted her discarded Toybow Dash on the bed, still bloated and leaking from the sizable load she had delivered earlier. If that was any indication of her vigor, she might need a toy to collect some of the excess spunk!

“C’mon Dashie-toy, we’ve got a Ponyville to penetrate!” Pinkie giggled, pushing the tip of her hand-cock into the poor abused toy’s swollen pussy, lodging it in place as her tentacles lifted her up and off the bed, crawling her way along the walls and swinging from the beams as she cannonballed right out the window!

After all, what better pony to make the terrified citizens of Ponyville smile-smile-smile?

***

Twilight Sparkle was not having a good day.

Having been thoroughly caught off guard by a wandering group of pixies, she had spent the better part of the afternoon having her brains fucked out by an admittedly dashing and rugged stallion from her favorite smutty romance novel, a fact that she most certainly did not enjoy in the slightest and would deny if you ever brought it up.

But now, as she made her way toward her castle’s entrance – hampered only slightly by the bowlegged way she was forced to walk from having her holes so vigorously filled – she grumbled at the thought of having to clean up this mess.

“Pixies. Of all ze - THE! - problems I could have faced on my day off, it just had to be you little pests,” Twilight seethed, taking small comfort in pulling the waistband of her panties and snapping them against her hip. “Not so tough without your minions huh?”

By the time the Element of Magic in its glass case had activated, granting the alicorn the power to break free from her literary prison, there was only one pixie left unchanged on her bed, lying in a heaving heap in a semi-conscious state, no doubt from the sheer quantity of magic it had absorbed from her capture. She had wasted no time in transmogrifying it into something to cover herself, leaving the rest of its cohorts to their fates strewn across the sheets.

Even as she walked, traces of her transformed self were yet to return to normal. Her hair was gradually shifting from dark grey back to its traditional purple hues, and her cutie mark was returning as the feather shaped mark faded away.

The castle doors swung open, leaving Twilight squinting at the light of the late afternoon sun, having spent the better part of the day in relative darkness. She stretched her wings and fired up her horn after a long period without them.

“No time to waste. Gotta find the girls and get to the bottom of this, before Ponyville is completely overrun…!” Twilight told herself with gritted teeth, already hearing the far-off cries of surprise and the faint buzzing sounds wafting over the entire town.

One powerful beat of her wings was all it took before she was airborne, soaring toward the nearest destination - Fluttershy’s cottage.

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…

Twilight Sparkle

On any other week, Twilight Sparkle would be out and about on the streets of Ponyville, enjoying a nice summer’s day. The townsfolk would greet her with a smile as she visited friends, or simply took a walk around town in the warm weather, just enjoying the atmosphere.

But this was not any normal week. Twilight was tossing and turning on her bed, in the worst throes of heat that she’d ever experienced in her life. “Ugh, these stupid hormones!” she moaned, pressing her face into the soft down of a pillow as her tail flicked erratically over her backside. “I’m not ready for foals, so why is my body as horny as a lovesick filly!”

Her mane was frazzled and unkempt, as she had been restless in bed since she woke up that morning. There was no way she was going into town like this anyway, not after what happened during last year’s heat cycle. If Rarity hadn’t been there to pull her away…

She froze as her tail flagged at the lewd memory, and a fierce blush splashed across her face while she used a hand to push it back into place. “Stop that! This isn’t working, I need something to distract myself or I’m gonna go nuts!” she sighed at how worked up she was getting. “Jeez… I’m a princess of Equestria and I can’t even control my own body. Talk about pathetic.”

Twilight hopped off the bed, stretching her body and wings wide as she did so. She hadn’t bothered putting on any normal clothes this morning - no need to if she wasn’t leaving the castle, right? - and besides, Spike was off helping Rarity today, so she had the place all to herself. She deserved to strut around in her underwear!

“A good book is just what I need to clear my mind! Let’s see here…” Twilight said aloud as she started walking through the bookshelves of her study. “Nope, not that one… read that last month… ugh, not another research paper… hmm.”

She stopped at her private collection of romance novels, although Rainbow might have more accurately called them smut if she ever saw the titles. She picked one at random, where a dark grey pegasus mare in a maid’s outfit looked up over her shoulder at a dark blue, sharply dressed stallion embracing her from behind.

“‘Feather Duster’s Secret Service’, huh? Real classy. But I suppose I haven’t read it yet, so… Huh?”

Twilight looked up from the book as she thought she heard a small rustle from the doorway, but it didn’t look any different than before. Her mind was playing tricks on her in its heat-addled state, she supposed. With a shrug, she made her way back to her bed, flopping down on her pillows as she got started on the book.

Ten minutes later, the princess gave a mocking giggle as she finished another page. “How did this rag even get into my bookshelves? I mean seriously,” she snorted as she repeated the line that amused her.

“‘Feather Duster bent low over the table while Storm Black watched from the kitchen, the hem of her skirt lifting just barely enough for him to glimpse the stark white panties beneath’? Blech, who reads stuff like this?”

But even as she mocked it, there was a part of her already invested in Feather Duster’s lewd adventures as the maid of this millionaire recluse. Subconsciously, Twilight squeezed her thighs together, rubbing them gently as a trickle of fluid leaked from her. Despite its questionable quality, she just couldn’t put it down.

“Maybe it gets better later on,” she rationalized to herself, flipping through the pages. “I’ll just--”

Her attention was caught once more, this time by the faintest buzzing that had stopped as soon as it started. Had she left a window open and a bug flown in or something? Her eyes flicked back and forth, scanning the room, but nothing seemed out of place… She turned back to her book, not noticing the squadron of pixies that had landed on a higher rung of her bookshelf, watching her with interest.

Finding a chapter that looked interesting, Twilight read on, “They lie together on the bed, hands intertwined. No longer maid and master, but mare and stallion. Two ponies, seeking comfort. And their lips met, setting off fireworks in Feather’s mind.” She blinked, realizing what kind of chapter she had stumbled upon. “O-Oh, this is…”

The rational part of her knew that this was just drivel, designed to be a cheap thrill and not worth her time. But the baser part of her, the part that was giving that insatiable itch between her legs… that part liked it. Twilight bit her lip. There was nothing wrong with enjoying smut for what it was, right?

Her left hand seemed to agree, as it snaked down her belly and under her light purple panties, and she gasped softly as the tip of a finger brushed her clit, feeling how wet she had already gotten. There was no point in resisting it - she wanted this.

Twilight turned back to the book, reading the next passage. “Storm ran a hand along her back, brushing her spine as it moved lower. Mmf! … His hand cupped her bare backside, as he gripped her tail and pulled it gently while kissing her neck. Ohhh, that’s…” she moaned, dipping her fingers inside her pussy. She imagined his hands against her fur, groping her with passion.

It was stupid, she knew that, Storm was a fictional character. But in that moment, she could almost feel his hands on her body, his breath on her neck. “Feather Duster arched her back in ecstasy, grinding her chest into his. She -- ahn! -- she pressed her lower lips into his shaft, feeling its size against her entrance. Oh Celestia, why is this so good?” Her heart was hammering against her ribcage, her toes curled on the comforter as her fingers slid in and out of herself in rhythm.

“‘I need it, now’, Feather Duster whispered into his ear huskily. Me too, I do too,” Twilight moaned, flipping over onto her stomach as she grabbed a pillow to prop up the book. With it in place, she grabbed another to press to her chest, grinding herself into it as if it were an invisible lover.

She focused her magic into a solid form, a spell she had used many a sleepless night in the past, and felt the long, phallic shape start to appear. With frantic haste, she directed it back toward her tail, pulling her fingers free of her pussy so that they could rip down her panties as she lined up the ethereal toy.

“Right… t-there!” the alicorn spluttered as she jammed the magic dildo deep into her folds. She rolled her clit between a finger and thumb, hitting that sweet spot of ecstasy. She was so close, just a bit more now! “Storm growled as he thrust himself into her, breaking that final barrier between them with fervor on the way. He filled her entirely, long, thick, brushing against both walls easily. And then…”

Twilight bit the pillow as she read on, her pace quickening to match the description. “Storm, please,” she moaned as she imagined him plowing into her from behind, forcing her solidified magic deeper as she mimicked Feather’s needy dialogue. “Make me yours! I want this, only this!”

She might have noticed and reacted to the crackle of magic as it blasted toward her, spreading from above as it hit her in the back, had it not been for the rocking orgasm that swept through every nerve of her body at the same moment.

Instead, it merely heightened her pleasure as it hit, sending tingles everywhere from the point of her horn to her wingtips to her toes, and she collapsed on the bed in spasms. The magical toy fizzled out of existence as she came down from her high, wings spread wide and her breath heaving from the effort.

“Oh my… Celestia, that was intense…” Twilight huffed, lying face down on the pillow as her nethers twitched and pulsed. She’d used her magic to push her over the edge many times before, but this is the first time it felt quite so… electrifying. Like tiny pins and needles were running all over her body even as she calmed down, and it was increasingly difficult to push herself up off the bed.

It was then that she felt the book fall on top of her head, its open pages smacking against her noggin with a painful thump! “Ow! Sheesh, way to ruin the mood… huh?” Twilight grumbled as she rubbed her aching head, only for her hand to stop short as it felt something very off. Or, rather, something missing entirely. “W-Where’s my horn?!”

That shock was enough to wake her right up, and Twilight leapt to her feet on the bed, desperately grasping her forehead, parting the hairs as she tried to feel for her horn, or even a stump to tell if it had broken off. “What the heck?! My head feels completely flat! Where did it go?!”

As she scrambled and panicked, the sound of muffled giggling came to her ears, and Twilight looked up to see a group of tiny winged women rolling on the upper bookshelves in apparently glee as they laughed at her. “Woodland pixies! What are they doing out of the Everfree Forest?!” Twilight fumed as the sprites continued to point and squeal with laughter. “Did you do this to me?! Well, let’s see how you like a taste of your own medicine!”

The mare pointed her hand at the group, willing a block of ice to form up and trap them all in frozen terror, but… nothing happened at all. Twilight gasped in horror as she realized her magic had been taken away with her horn. How did they manage to do that? Pixies were tricky creatures, but surely their magic wasn’t that powerful, right?!

But it wasn’t just her magic, Twilight noticed as she caught sight of her hand in front of her face. Her fur looked… different, like it was losing its purple hue and growing darker. The hairs along both of her arms were growing grey, in a hue that looked so familiar but she just couldn’t place…

She stepped backwards in surprise at the sight, and her foot slipped off the comforter as she fell roughly to the ground. “Gaah!” Twilight yelled in surprise, hitting the ground with a hard oof! Blinking away the stars in her eyes, she knew she had to get out of here, and fast. Without her magic, she was practically defenseless against the pixies, who were all rising to their feet.

Twilight felt her body changing as she turned to scramble away; her legs had taken on the same grey coloration as her arms, and her panties slipped off her ankles as she bolted for the door. Her breathing was strained as her bra felt tight against her chest, and something was twisting her straight mane and tail as she ran.

I’m going to make it! She thought to herself as she reached the door. Clothing be damned, she had to find help before this got out of control! She gripped the doorknob, ready to throw it open, but--

Now, now. A maid can’t leave until she’s finished her responsibilities, my dear.

Twilight gripped her head as the voice rang within it. “W-What was… that supposed to mean?” She wondered. Her hand still gripped the knob, but something stayed her feet in the room. There was a nagging feeling that she was forgetting something, and she couldn’t leave until her job was done, right?

“Wait, what job?!” she shouted. This wasn’t making any sense to her… or was it the heat that was making her question things again? She released the doorknob and stood near the exit, the urgency of leaving having left her.

There’s a good girl. You’re looking so lovely tonight, with how you’ve braided your mane.

“Braided? But I don’t…” she cut herself off as she pulled her mane forward. It was indeed woven into a tight triple braid, falling far lower on her back than it normally did. And it wasn’t her normal purple and pink, but instead made up of rich black strands of hair. In fact, it looked just like how it was done by…

“Feather Duster…?” Twilight whispered, the pieces falling into place as she observed her body, which had now completely been covered by the dark grey fur. “This is impossible, how did I--mmm!”

She couldn’t help but double over as an immense pressure seemed to wrap around her torso. She felt her hips and thighs, where the pressure was strongest - and there was no doubt about it, her assets were growing beneath her fingers; pressing against the expanding pudge felt so nice, she just couldn’t help it as she rubbed her hands along her flanks.

Now… straighten up.

Twilight snapped to a standing position immediately with her hands crossed over her crotch. The words sounded like honey but there was a subtle tone of command oozing from underneath. She struggled, urging her arms and legs to move, but it was as if they were locked in place. She started to hyperventilate, her eyes darting around the room in the vain hope that something could break this spell.

Relax. You’re so stiff. Wouldn’t it be nicer to ease the tension, and return to your normal height?

Like a giant hand was pressing down on her from above, Twilight felt the pressure on top of her head. It felt as if her legs would buckle under it, but instead of any pain, it merely felt like she was shrinking under its weight. She bit her lip, knowing the sensation was not entirely unpleasant. It eased off a moment later, and she guessed she was about four feet tall now based on the bookcases.

A proper maid needs her uniform, right? Get dressed.

Oh no… Twilight wanted to say, but her lips were as frozen as the rest of her body. She felt soft fabric blossom out of thin air, wrapping around her chest and belly and legs with ease. Two long white socks flew up from her feet, and a pair of matching gloves covered her hands. She felt her mane and tail become tied with what felt like ribbon, and the soft fabric fell over her chest and back as she caught glimpses of a lacy white and black outfit on her body.

Now don’t you look lovely? Take a look at yourself, enjoy your beauty.

Movement returned to Twilight as she stood there, but oddly her first instinct wasn’t to run to the door to escape. Instead, she moved in front of a nearby mirror in her room while her hands wandered her body, feeling the larger breasts gracing her chest, exposed by a generous cleavage window in the maid outfit. Her bra and panties had vanished, replaced by frilly, lacy underthings more befitting of cleaning staff, and she even saw that a thin layer of mascara had been applied to her eyes.

“Oh my goodness,” Twilight whispered, touching the mirror with a hand as if to confirm it was really her. “I… I look good…” It wasn’t what she wanted to admit, but even so she couldn’t deny the pleasing shape she had taken. This would be difficult to explain to the girls…

Oh, you won’t need to explain anything. You’ll be joining me now.

“What?” She asked thin air, catching sight of the pixies hovering in midair behind her in the mirror. They were holding the book she was just reading, the book on Feather Duster and Storm Black, its pages still open to the rather steamy scene. “N-No, I have to…”

But Twilight couldn’t elaborate what she had to do. The next moment, a powerful shockwave blasted through the room, and she fell to her knees, still facing the mirror. Slowly, as if caught in a wind tunnel, Twilight felt herself being pulled backwards, to which she yelped and scrambled to grab something, anything that could hold her in place.

“Wait! Y-You can’t, I’m not a maid! I’m Twilight Sparkle, Princess of Equestria!” She hollered, for all the good it did. The pixies were cackling maniacally as they held the book open, and the ink on the page was shifting and morphing as a vortex formed out of the words and pages.

Twilight paled as she finally realized what was happening, but the slippery gloves and socks gave her no purchase on the floor as she continued to slide toward them.

“NNNOOOOOOOOOO!”

One last scream was all she could manage before the wind became too strong, and Twilight was picked up by the suction, hurtling toward the open book. She fell in head first, her torso getting instantly swallowed by the void of words and letters. It was dark, so dark, but she couldn’t take the time to get her bearings as she felt her lower half squeeze between the book’s halves, and now she was tumbling head over heels into the abyss as she heard the faint sound of the book snapping shut above her.

The five pixies cheered happily, drunk off of the magic oozing from the book as it absorbed their latest victim. They flipped the book onto its back, observing the cover. The illustration sparkled as it changed, morphing into the iconic image of Twilight Sparkle wearing the eponymous maid’s outfit as she gazed up at the stallion above her.

They chattered to each other, proud of subduing such a powerful pony. They had sensed her immense power, the absolute tidal wave of magic that now radiated from the lascivious book, and it made her conquest all the sweeter. If they could take down such a powerful target… maybe they had outgrown their forest home. It was time for a change.

Though they could not read, the story was interspersed with the occasional illustration, and it was these pictures that captivated their attention as they flipped through the pages. They found one particularly interesting one near the end of the book, where a lustful image of Feather Duster gazed longingly at the silhouette of another pony standing just out of frame…

***

Twilight gasped as if taking her first breath in minutes, panting as a cold sweat rolled down her face. The room was completely pitch black, and she couldn’t see her own hands in front of her face. It felt like she was lying on something soft and plush… a bed? She fumbled near the bedside for a light, and her hand bumped into a small lamp which she quickly flicked on.

She was indeed lying on a bed, covered by a soft fleece blanket, but the room was entirely unfamiliar to her. It was simple, with a single window to the outside where a rainstorm was falling overhead. She closed her eyes, straining to remember… she remembered the maid outfit - which to her dismay was still wrapped around her body - and the changes to her body that made her look like Feather Duster. She remembered being pulled into the book, falling for a long time…

But then where was she now?

There was a knock on the door of the bedroom, which made her jump. “Feather? Is everything alright? I heard you shout.” It was a stallion’s voice, and Twilight felt herself tense up.

Okay, at least there are other ponies here, wherever that is, Twilight thought to herself as her mind started racing. I just have to figure out what’s going on and how to get back to the castle. She cleared her throat and responded to the question.

“A-Ah, oui mazter! Eet iz nozhing to worry about!” She had to do a double take; her voice sounded higher and lighter that normal. And what was with that accent?! “I seemply had a nightmare!” That wasn’t what she wanted to say at all, it was like her brain said one thing and her mouth said another!

The bedroom door creaked open as the stallion entered, and Twilight felt her breath hitch in her throat - though whether it was her or Feather Duster reacting this way, she couldn’t be sure. His midnight blue coat seemed to sparkle even in the low light, and he was adorned only in a pair of plaid pajama pants, leaving his muscular chest exposed.

One thing was for certain. He was unmistakably Storm Black, the love interest of the maid character of her book, in the flesh as he walked to her bedside. And he had called her Feather, a fact confirmed by her physical appearance. Her mind raced as fast as her heart as the pieces all fell into place.

Twilight had fallen into the story itself.

And with no more horn, no more magic… how was she supposed to get out?

Storm sat on the edge of her bed and sighed, reaching a hand over to cup her cheek tenderly. “I am glad to hear that,” he said, his soothing voice sounding like music to her ears. She felt her hand move over his as he continued, “You know, I didn’t get to thank you for your quick thinking this afternoon. My dinner party would have been a disaster if you didn’t step in for the cook.”

Her face lit up in a flush as he praised her, and Twilight smiled bashfully. “Pleeze, eet was my duty! I could not let a seemple bout of the flu ruin such an eemportant night.” Scenes flitted through her mind as she looked down. She hadn’t done it for selfless reasons - Storm had looked so dapper in his business attire and she yearned for a glimpse at him.

No, she had to remind herself, Feather Duster wanted all that. I may be in her body, but I’m not her! I’m still Twilight, and I have to keep it under control!

A moment passed silently between them before Twilight felt her chin being turned toward him as he angled her eyes back towards his. “Thank you,” he murmured, leaning in to brush his lips against hers.

W-Wait, back up mister! Twilight panicked, urging her body to back up as he closed in, but none of her limbs listened to her orders. You can’t juh - just… oh Celestia...

It was as if fireworks had exploded in her mind. Even the light contact was enough to send her heart aflutter and her tail flicking restlessly. Twilight struggled to get herself back under control, but whatever meager restraint she had was being lost under the tidal wave of emotion that Feather Duster felt in this moment.

Her arms slinked over his back, pulling him closer as she deepened the kiss. She could feel the rippling muscle, athletic and well kept, under her fingers as she rubbed his shoulders. His breath was hot on her face as he leaned in with a hungry moan, pressing her against the pillows with a light yelp from her.

Twilight felt him break the kiss, pressing his forehead against hers as they caught their breath. She couldn’t stop this feeling welling from deep within her - and she wasn’t sure she wanted to anymore. Memories of their time together were worming their way inside; the lingering looks, the unresolved tension, it was all coming to a head right before her eyes.

This isn’t right, this isn’t me! Twilight thought, desperately trying to wrestle control of the body back. Every step was met with resistance from the maid’s consciousness. It was like trying to wade through knee-high molasses. If I can just get control back, I can do… something! There has to be some way to get out of this situation… no matter how good it feels...

“We… we shouldn’t,” Storm panted, never moving an inch from his spot. His eyes opened, gazing deeply into hers. “A master and his maid… I don’t wish to force my desires onto--”

She silenced him with a finger against his lips, nuzzling against his neck as she curled her tail around his. “Hush, Storm,” the mare whispered, biting her lip as that familiar heat built in her nethers once more. “Tonight, we are more zhan zat. I want zhis.” Twilight broke the nuzzle to press their noses together with a coquettish giggle. “Pleeze, ztay weeth me. As mare and stallion.”

The stallion chuckled at her words. “As you wish,” he growled into her ear, teasing her with love bites to her earlobe as she squirmed under his touch. “Then let’s break down those barriers, shall we?” His hands moved to her sides, rubbing her curves as he started loosening her maid uniform’s laces.

Twilight bit her lip, her back arching as every brush of skin against skin left electric tingles along her fur. Storm clearly knew what he was doing, moving with purpose as he helped pull the dress over her head, leaving only her undergarments behind. The pleasure was just too much, it was too hard to think through the haze of endorphins that flooded Feather’s head.

I have to… do something… Twilight moaned aloud, feeling her disorganized thoughts slipping through like water through a sieve. The stallion expertly unclasped her bra, letting her breasts fall free of their confines. Heehee… bouncy, bouncy boobies… Wait, focus! I have to keep it together, have to -- O-Oh…!

His hands cupped her breasts, kneading them gently between his fingers as he massaged her. “Mon dieu… don’t ztop!” Feather’s voice sprang from her lips, wracked with pleasure as the leaned into his touch. Twilight found it hard to argue; feeling those familiar pangs of heat desperation pound through her body, yearning for the embrace of a lover to carry her through the worst of it. And here was a willing volunteer to meet her need.

Sure, he might be just the love interest in a trashy romance novel, completely fictional outside of this context. But right now, Twilight reasoned, so was she. Where was the harm in indulging her role for a bit? She could always figure out how to get back later...

Wouldn’t it be easier to just… let go for a bit?

As that thought arced through her mind like a bolt of lightning, Twilight felt her mind become engulfed in the pleasurable sensations; no longer was she in the passenger seat of this body. She was front and center to every touch, every sound as their bodies meshed, as if her acceptance of this role was exactly what the story was waiting for...

Not to mention that Storm’s touch felt like magic against her skin. Perhaps literally, as Twilight felt the crackle of magic spreading from her chest where his hands caressed. She couldn’t suppress a moan as her breasts started swelling in size, eclipsing his hands in moments while she arched her back. She cupped her hands under her boobs, squeezing them firmly as she gave him a half-lidded gaze. “Ze girls are ‘appy to zee you, mon ami. Zhey can’t wait to meet your leetle friend,” she giggled flirtatiously.

She felt her wings - Feather’s wings - extend to their full length as her hands wandered to his pants to loosen them. He grunted as her hand brushed against the bulge poking from his pants, straining against the fabric already. Twilight felt herself practically salivating as she tugged the pajamas lower over his hips, until--

With a final hard tug, he sprang free of the trousers, his dick poking through in all its glory. She was definitely drooling now, and without a second thought she leaned her head down to give it a kiss on the head, eliciting a pleasured sigh from the stallion.

Twilight felt his hand on the back of her head as he tried to gently push her further onto his cock, but she giggled and sat up straight. “Oh non non, so eager! But my derriere needs ze same attention as my chest, wouldn’t you zay?” With hands pressing into his muscled chest, she climbed onto his lap, biting her lip as she felt his member slide against her rear.

Her eyes were sparkling playfully as Storm leaned in for another kiss. “Who knew that Ms. Feather Duster had such a naughty streak?” He teased her with a deep chuckle. “I think a bit of punishment might be in order.”

His hand came down on her ass with a sharp slap, as Twilight cried out with how good it felt. She could still feel her right cheek throbbing at the area of impact, but she barely had enough time to react as a second audible whap sounded as he spanked her other cheek. Storm clearly knew how to get her riled up - perhaps he’d had experience with punishing her? - and his hands each grabbed fistfuls of her butt, kneading and groping the squishy flesh in his palms as Twilight was forced to grind her chest into his.

“It’s awfully cruel to tease a stallion, you know,” he whispered into her ear, and Twilight felt the shiver run down her spine at the sultry tone of his words. “A taste of your own medicine ought to teach that lesson well…”

She’d already felt her butt start to expand in his hands, but his next act is what really brought her to new heights. With a roll of his hips, Storm ground his cock between the soft skin of her rump, leaving Twilight’s eyes rolling up into her head as her tongue fell from her lips. “A-Aahn~!”.

H-He’s just too good! She whimpered internally, feeling the tip of his pole teasing her back door as her butt swelled larger, squeezing him between her cheeks. How much more of this can I take?!

Thankfully, he soon slowed his teasing gyrations, though her ass had grown to hotdog his cock between the supple mounds of flesh of her rear. She panted, their frenzied kissing devolving into her biting his lip needily while clenching herself against his dick. “Hah… ‘ow do I look?”

Storm moved a hand to her face, cupping it as he looked into her eyes. “Enchanting,” he whispered as his other hand traced up her body from the curve of her backside to her petite shoulders. “Like a shortstack of pancakes that I can’t wait to… enjoy.”

She just couldn’t wait any longer. Twilight pushed herself to her knees, sliding his cock from between her rear and angling her pussy over it. She noticed that he was already dripping a bit of fluid from the tip; it made her warm inside to know he was enjoying this as much as she was. “Zhen… make me a woman,” she begged of him, pressing her lower body onto his.. “Eet is your duty tonight… Storm Black.”

The rational part of her brain balked at the over-the-top and cheesy dialogue she was spouting, but it was vastly overshadowed by the sex-crazed persona she had adopted. The lewd maid whose body she was piloting had only one thing on her mind (and with any luck, in her hole soon enough). Escaping the story was secondary to the sensations that flooded her body, teasing every corner of her consciousness.

In the next moment, her entire world exploded as Storm grabbed her hips, the slap of hand against flesh resounding even against the patter of rainfall outside. “I would hate to make my mistress wait,” Storm grunted, taking that final push to couple them together as he slid fully inside her.

Her breath caught in her throat, her entire world encapsulated by the filling sensation of the stallion inside her. Surely she was tighter than normal, as he forced his way deeper, inch by inch accompanied by a wince of pleasure at each push. By the time he’d hilted his shaft deep within her, she could barely think of anything else but her own pleasure. That all-too-familiar feeling rippled through her body as her cunt clenched onto him, lubricating them both as she leaked profusely.

If Twilight hadn’t known better, she’d think this body was outright made for sex. Fitting for the situation the maid now found herself in, she supposed. She’d just have to make sure to rock both their worlds tonight!

With a sultry grin, she pressed her hands into Storm’s chest, using him for leverage as she pushed herself off his pole in a flash. The quick movement caught him by surprise, as he gasped audibly, letting his head hit the pillow behind them. It seemed even this suave hunk of a stallion could be teased, a fact she was all too eager to exploit.

“Ooh, very good, very good indeed,” Twilight purred, tracing her fingers on the fluff of his fuzzy, muscular chest. She gave him a wink as she caught his eye, starting to pump her hips up and down slowly along his cock. “Tonight, I am your mizztress, and you would do well to ‘ave me scream your name, mon amour.”

But he would not let her take the reins fully, it would seem. His grip on her hips tightened as he began meeting her movements halfway, driving himself into her tunnel with every slap of his hips against her thighs. Sweet Celestia, it’s so vanilla but my body reacts like he’s a sexual deity! Twilight thought as she started drooling in her ecstasy. Breed me like an animal, you god among stallions!

As her second orgasm drew nearer, with the sounds of their laborious coupling in the spacious bed, she realized that her wish had indeed come true…

***

The pixies giggled, languidly rolling across the plush surface of the princess’ old bed in the castle. Pulses of raw sexual magic were blasting outward from the book’s pages, which lay open between them as they frolicked. Now this was a conquest worth passing down through generations; an alicorn, brought low by their trickery and made submissive to their magic!

Drunk on the geyser of magic oozing from the book as their victim was relentlessly plowed by her fictional lover, the group of tiny sprites teased themselves and each other as the overpowering feelings flooded their tiny heads.

Two of them were locked in a furious battle of dominance, their heads pressed against the other’s lower lips as they licked and flicked and nibbled fervently at their bounty. A third was ravaging herself with a tiny phallus shaped into the fourth pixie’s image, who had paid a dear price for trying to subtly finger herself with her back to her peers. At least now she served to pleasure her comrades with every fiber of her being!

The last pixie, their captain, straddled the open book’s back cover as she ground her plump pussy into the solid surface. A tiny stream of her juices leaked down the pages, though she could not bring herself to care as she absorbed the brunt of each magical pulse of energy as it radiated from their trapped pony.

Occupied as they were, none of the pixies noticed the alicorn’s crown, a symbol of her place as an Element of Harmony, begin to faintly glow from within its glass case...