Twilight Sparkle heard the fluttering flaps of Philomena around her head. She heard the occasional querying, worried chirp. She heard her own breathing, heavy and haggard and choked. She heard the pounding of her heart in her ears.

She heard all of these things. They were her only tenuous grasp on reality.

She didn’t hear hoofsteps. In spite of the urgency which accompanied movement in this moment, she couldn’t bring herself to take a single step. A part of her just wanted to go back to Starlight Glimmer and throw her arms around her and cry, if that didn’t mean also seeing Spike, the source of her present distress in the first place. The Princess of Friendship relied so heavily upon her friends for her strength, and here she was without any friends to support her—because she had to find one friend, while another friend had been left behind to keep an eye over the friend who had spontaneously turned into a sex-monster. And that was to say nothing of her worry for the friend who was also her mentor.

It was too much.

“But I…have to do this,” she muttered to herself. She trembled as she pushed herself away from the wall, and she finished her approach to the palace doors, swinging the broad gates open. The outside air was quick to nip at her; it hadn’t been especially cold earlier in the day, but in the middle of the night that was a different story. It didn’t help, though, that she hadn’t stopped to change out of her pajamas, and her gown didn’t do much to keep her insulated. There wasn’t enough time for that. She had to leave and get back as quickly as possible.

The alicorn reflected on that ruefully as she looked out across the darkened hills and fields. She didn’t think that she could risk teleporting in the direction of Fluttershy’s cottage—even in the dead of night, there was always the chance of some pony or other creature wandering about, and that was even more possible in the vicinity of Ponyville’s local wildlife enthusiast. She would have to settle for simply flying, and windchill was only going to make the cold even worse.

Before she took off, she looked to the side, in the direction of the town proper. There were a handful of lights on among the scattered residences. Ponies up late, tending to last minute work obligations, or to spur-of-the-moment desires. That could have applied to some of her friends, she was aware. She herself had on multiple occasions stayed up far later than she should have when she was engrossed with a particular book.

Or was it possible that “late” wasn’t quite as applicable as “early?” Ponies waking up early before the crack of dawn. It occurred to her that she hadn’t ever checked a clock to see just how much this was interfering with her sleep schedule. More to worry about later.

Twilight Sparkle took a deep breath, then after a few final seconds of focus-mustering she ran forward while flapping her wings and then leapt into flight, and Philomena streaked after her, a fiery bolt of light. She tried her best to push those worries out of her mind; her ability to fly tended to be hampered by thinking too actively about anything she was doing, and she was still working to be as natural with it as Rainbow Dash. She pushed away the concerns that she had left behind and thought only about looking ahead to what awaited her. When it came to friends, there was a sort of snowball effect—each successive bond was exponentially stronger than the one that came before (she was still trying to work out the exact values that were involved in order to get this down to a science). She just had to get to Fluttershy, that would be enough to steady her, and then, if it was necessary, they would gather up the rest of the party for whatever task was needed of them.

Everything was going to be fine.

= = = = =

When one has cultivated an occupation around taking care of animals, it becomes necessary to have a wildly atypical sleep schedule. After all, plenty of those little critters operated on a nocturnal basis, and there wasn’t room to go skimping on giving any of them the attention they so rightfully deserve. This had eased up slightly since the creation of the nature sanctuary, which could be configured to have all the necessary comforts set up in advance for what was anticipated. But this was Fluttershy, who just couldn’t bear the thought of anything going awry while she wasn’t there to keep an eye on the bats and the owls and the snakes and the spiders and the badgers and all those precious little species of mice!

“Oh, and do you have enough lettuce?” the yellow pegasus asked the sixth mouse in the row feeding from the little trough that was among the bins of food that were left out for the animals of the sanctuary to eat.

The mouse nodded and squeaked to her. The trough was, in fact, overflowing with green leaves, more than enough for the whole mischief of a couple dozen mice and one overgrown rat.

“Good! And what about—”

The next mouse squeaked to cut her off before going back to eating.

“Oh, okay,” she whispered, ever submissive, even to creatures that were a fraction her size, “just making sure. I’ll leave you be, then.”

Fluttershy stood up and scanned her eyes over the rocks and fields. She towered over the animals around her, wings spreading to the sides, a canopy that would have provided shade to those in need during the daytime. She had always been particularly tall among her friends, long and slender, with her billowing coral-pink mane and tail easily able to conceal large swathes of her frame. Though Rarity was always trying to get her to wear dresses that would accent her natural beauty, while she was at work with the animals—which was most of the time—she was wearing clothes more in line with Applejack’s work uniform, especially the pants drawn over her long legs and boots to keep her hooves protected, and in the cool night air she opted to wear a sweater. It kept her feeling cozy, fitting for the atmosphere she wanted her little shelter project to carry.

There were a few dim lights set up here and there for illumination, but for the most part it was just the light of the moon and the stars. She didn’t take a single step without carefully half looking down at her hooves to make sure that there was never a risk of treading on something at any given moment. It was slow, sometimes, but that was the best way to go as far as she was concerned.

A loud squeak got her attention. Not the mice again, this was much shriller. That got her to turn toward a cage hanging from a tree. It might have looked like a birdcage at first glance, with a thick, heavy curtain that could be drawn over its front, a flap that went over the opening so its occupants could enter and leave, but it was not used for animals of a feathery variety, rather a daytime shelter for animals not fond of the light. Inside, she saw movement. And the noise that she heard was distinctly one of distress.

“Oh, what’s wrong?” she asked, coming over as quickly as she possibly could. Her long pink mane and tail billowed around her before settling back into place.

Inside, instead of birds sitting upon the perches there were bats hanging from them. Unrest looked to be steadily spreading through the cauldron, but she could quickly discern that the most distressed of all was one clasping against the bars of the cage, flapping and screeching at something in the darkness.

“Oh my, you’re so worked up.” Fluttershy was quick to reach in and pluck out the winged rodent, knowing that action would need to be taken sooner rather than later to keep the others from being worked up into a frenzy. She knew exactly how to stroke and pet and scratch each of the animals in her care in order to pacify them, but this one took a little longer than was the norm to cease his resistance and to understand that he was within safe hands. “There, there,” she cooed quietly, carefully patting at the bat’s head with one finger. He ceased struggling, but continued to tremble in her grasp, and she could see the worry in his beady black eyes. “Now what’s got you upset?”

The bat cried again in a more controlled, understandable (by Fluttershy’s standards) manner as he gestured with one wing out in the same direction that he had been facing before. There was enough to get a general sense of what the source of concern was.

“Something…big?” she repeated.

Fluttershy was often the first to cower in fear when even the most superficial danger presented itself, but that was not always the case when she was in the presence of her animal charges. She understood her responsibility, especially when it came to how easy it could be to stir up a panic if control was not maintained.

And trouble was something of an inevitability when one was so close to the Everfree Forest.

Fluttershy stood to her full willowy height, craning her neck as she looked out beyond the narrow cones of light that illuminated the sanctuary. Past the immediate vicinity, the carefully constructed space gave way to a thick tree front which would have been dark and gloomy even during the day. At night, all she could see was a great curtain of shadow with the vague impression of leafy treetops beneath the canopy of the starlit sky. And who knew what might be lying in wait within that darkness…manticores, cockatrices, chimeras, timberwolves, hydras, ursa minors, or worse. Under most circumstances she could pacify any one of those well enough to turn them away, but if one was already worked up into a fury she wouldn’t have much chance. Her ears swiveled, but she couldn’t identify anything beyond what was immediately evident, and she found herself wishing idly for the bat’s echolocation.

The hairs on the back of her neck bristled.

Chittering. Scrabbling claws. All of a sudden, she saw a small furry shape emerge from the gloom, running across the stone. Grey fur, stripes, black around the eyes. A raccoon.

“Hey!” she leaned over as the raccoon approached, ready to accept her into open arms (well, singular arm, one hand still holding the bat), “What’s wr—”

But the raccoon went on past her, heedless of her, away into the darkness, only crying out in desperation, and the meaning that Fluttershy could parse from it made her skin crawl.

“Big…monster?”

The friendly atmosphere of the sanctuary promptly evaporated. The mice at the feeding trough were starting to scatter. The large rat stood on his back legs and looked warily into the distance. The mare didn’t notice the bat flapping out of her open hand and away into the night.

Then the stampede appeared from the dark. Small scurrying animals, mice that quickly blended in with those already present, and voles and squirrels and rabbits and badgers, quickly covering the ground in a moving carpet of fur and legs. Fluttershy took to the air as the larger animals began to appear, foxes and wolves and even bears, but that didn’t help as flocks of birds emerged as well, nearly skewering her with their beaks. The remaining bats in their cage all came screaming out, a storm of dark wings. The sanctuary had erupted into chaos in seconds, there were too many for her to hope to mollify all at once. She was now struggling even to keep herself calm.

Especially as, over the commotion, she heard the sound of something else. Heavy, resounding steps, thumping, one after another. Growing louder. Closer.

The time to stand her ground had passed. Fluttershy only gave a cursory glance around the mayhem of the sanctuary, enough to see if there were any critters in danger—mercifully, none had lagged in place long enough to be trampled. Then she whirled about in the air and flew off; she may not have been as agile as Rainbow Dash, but when the need set into her the adrenaline could get her wings pumping fast. She glanced back over her shoulder at the clearing, only to see the trees shaking and rustling, and that got her to go faster still.

Despite the dark of night, she was easily able to navigate the short distance to her cottage. That shortness was almost a detriment, though, as it meant there was less assurance that she had managed to get far enough for safety. She landed at the top of the knoll, and again she looked back. Under the light of the stars and the moon, she could see the last of the animals still scattering across the field, faint black masses amid the dark. She could see the trees shaking—motions that began at the trunk and worked their way up, not the swaying of the branches in a breeze.

A distant impact, and something emerged above the treetops.

“Big…!” Fluttershy’s hushed squeak was almost comparable to the incoherent voices of her animal friends, and she opened and slammed the door behind her.

The pegasus was even more familiar with the inside of her cottage, the space easily navigable even at night, but on this occasion the stark darkness inside was far from comforting. Her breath came in harsh gasps and the beating of her heart was thunderous. She nearly didn’t hear the struggle of movement and groggy, angry squealing as Angel woke up from his slumber nearby. The rabbit tended to sleep light, and she would normally try her best not to cause a commotion when she came back during the night (which usually wasn’t difficult, given her typical quietude). For the moment, that was stowed back in the farthest reaches of her mind.

Gauge the situation. That was something she could do. She excelled at foreseeing the possibilities that would arise from seeing a particular set of animals in proximity to each other, determining which of them would be likely to cause problems for the others. A huge creature of that sort…would it be following her? Would it even think of her as something worth following if it had seen her? If it had, would it continue trying to come after her once she had hidden herself?

“Twilight…Rainbow…” Any one of her friends would have been welcome. She always hated asking anything of them, hated inconveniencing them, but in a situation such as this…just having a friend with her would help to quell her internal dread. The warmth of a friend, that was the coziest feeling of all.

Especially if the friend was—

Fluttershy froze stock still, even her breath catching in her throat. Frightened not by the steps that were still steadily growing louder but by the thought which had manifested in her mind. It was an impulse, the idea of which was utterly foreign to her, mortifyingly so. Too embarrassing for a pony like her to even consider it.

“I don’t even have any…any friends with a…penis.”

Saying the word in that context made her want to close her lips tight, never to utter another word ever again. It wasn’t that the idea of sex was completely unknown to her. Her time with animals had naturally included learning much about breeding cycles and mating rituals. When it came to other ponies, though, it was something she had never even considered approaching.

What about Discord? He was male. Surely that meant that he had some twisted member hiding in his—

Something didn’t feel right. There was a lapse in her memory, a passage of a few seconds that had vanished into the ether.

(something was in her)

Angel was throwing a tantrum somewhere nearby, squealing out angry exclamations about being disturbed. He stopped abruptly when he became aware of the loud stomps outside, closer and closer. Definitely within the immediate vicinity of the cottage, coming up over the hills. Fluttershy didn’t want to step away from the door, didn’t want to let anything get through, but for lack of an inset window she had to stumble to the side for the nearest window she could look through. Her center of balance didn’t seem quite right.

Outside…

It was so dark, and the pegasus’ eyes still hadn’t quite adjusted to the low light levels. The fields beyond the cottage yard were swathed in a pall of black and grey.

THOOM. THOOM.

And another sound, carried in on the breeze, a low murmuring.

A figure stood at the edge of the property, just past the pond. The shape extended up toward the sky, into the scope of the heavens, cast in silhouette by the moon and the stars. Inordinately (big) tall, perhaps taller than the cottage even while standing at the base of the hill, in the range of hydras and ursa minors, but so much thinner. Balanced on long legs like tree trunks as if they were stilts. Torso strangely misshapen, an exaggerated curvature.

And from above the shoulders…not one but two long, craning necks, like that of a giraffe. She saw heads slowly swiveling about, as if scanning the environment. Snouts, also odd in their shape, bulbous and swollen, flaring outward at the tip like flower petals. A long, vertical swoop rising up from the scalp of the right head. Like a frill. Or a mohawk. The other’s hair was harder to identify at this distance.

Realizations were starting to click into place in Fluttershy’s mind. Parts of her subconscious were pushing down those realizations, refusing to believe that they could be remotely close to reality.

But then she heard the voice that was whispering over the wind. Voices. Two distinct sets of words. And yet she knew that they were both the same voice, one that she knew distinctly, deep and melodic in its tone, albeit with definition muffled.

One voice spoke muttered foreign syllables that sounded to her untrained ear like an incantation. She didn’t know their meaning, but she dimly recognized the pattern of the sound. Native Farasi, Zebrican dialect. She had heard it before.

And the other voice…

“Oh, sweet little Fluttershy, you have left us, why oh why? We wished only to share with you this pleasure that we have found, strange and new. No matter, there are plenty of ponies to go around; perhaps we should see about finding some in town.”

Alien murmuring.

“Yes, I must wholeheartedly agree. Better together, just you and me.”

And the two heads turned to face each other and came together, to kiss.

Fluttershy had to throw herself away from the window. She couldn’t bear to look any longer. Her heart was racing, her head was pounding.

“Not Zecora. Not Zecora. Not Zecora.”

Everything tilted. She tumbled over her hooves and landed hard on the floor. Knees and elbows and muzzle flared in pain. Angel was beside her, small paws pushing at her, worriedly, but, in that moment, he might as well have been on the opposite end of the planet. Fluttershy was retreating into herself, away from the world, lost to her turmoil of terror and confusion, curled into a ball and clutching at her head.

But the worst part was the inadequacy. It was a compounding factor which then proceeded to compound further upon itself. She felt her fear hold her down, and then she lamented her inability to act in spite of that fear, and that feeling of inadequacy increased, doubling down over and over in a vicious cycle. No matter how many adventures she went on, no matter how many times she saved Equestria, she would still always be Fluttershy, too quiet, too weak, never confident, never self-sufficient, doomed to—

(stop)

Quiet. It was quiet. Fluttershy felt herself loosening. Her breathing had normalized. Her eyes had adjusted to the gloom and she could see the vague outlines of furniture and walls around her.

Distantly, the heavy steps were receding farther away.

Fluttershy felt…something. Something in her. What was it? Warm, gentle, filling, comforting. She didn’t know what it was, but just knowing that it was there made her feel…calmer.

Assurance.

And it came from herself, no strings attached, no help needed from somepony else.

The pegasus stirred, pushing herself away from the floor. She was heavier, but she didn’t seem to notice.

She didn’t notice that her shirt and sweater were tighter.

She didn’t notice Angel backing away from her, who did notice how her mane was changing color, a splash of purple bleeding through the pink.

As Fluttershy stood on her hooves, there was something different about her posture. Posed strong, legs firm on the ground, arms held to the sides. And then, as she began to walk, there was a swagger in her step that she never would have attempted before. Fluttershy didn’t swagger.

Angel’s squeaks of desperation were not just getting farther away as she walked, approaching the stairs up to the second floor, but were being pushed deeper and deeper into the recesses of her mind.

She didn’t miss a beat as her weight shifted, mass building underneath the surface of her skin. She didn’t question the sudden noise of seams popping and fabric tearing as her clothes opened up, exposing her skin to the open air. She didn’t ponder the feeling of her innards shifting, anatomy twisting into new shapes. She didn’t think about the shape that was rising up past the tip of her muzzle, surface cast with a glossy sheen in the moonlight.

Fluttershy didn’t worry about any of that.

Fluttershy didn’t need to worry about anything anymore.

= = = = =

For as quiet as Fluttershy herself usually was, it was rarely so quiet around her cottage. There was always the chittering and chirping of some combination of animals being tended to by the demure pegasus. Even at night, there would still be activity from nocturnal creatures amid the chatter of crickets. It was an ambient, calming sound.

This was starkly absent as Twilight Sparkle came to land at the edge of the property. A dim glow was cast across the earth, magenta from her horn and red-orange from Philomena’s fluttering embers, chasing away the dark and making it even more apparent how there wasn’t any activity present. She might not have thought of it normally, but on this night of all nights it was deeply unsettling, the silence palpable.

The discomfort only spiked further when she saw the hoofprints.

They were deep indents in the earth, digging into the grass and soil, slanted circular prints that looked like they should have belonged to an elephant, or something bigger, but the ridges were distinctly those of a hoof and frog. Her own hoof, standing next to one of the holes, was so much smaller; she had to estimate that whatever had made these must have been nearly twenty feet tall, maybe even more. There wasn’t enough time for an investigation, she only inspected the surroundings long enough to see that the trail came from the tree line, stopped at the edge of the dirt path that went up to the cottage, and then turned about and walked away. Away, toward the distant lights and silhouetted buildings of Ponyville.

Fluttershy. She needed Fluttershy right now.

At least the steps didn’t go anywhere near the cottage itself, she didn’t have any reason to worry about harm being brought to her friend.

To her credit, the alicorn didn’t start worrying either when she came up to knock on the door and didn’t hear any immediate response. It was deep in the middle of the night, after all, even Fluttershy had to sleep eventually.

Maybe she already had too much on her mind for anything else to fit in.

“Fluttershy?” she called out. Despite the urgency, she didn’t speak too loudly, knowing that the yellow mare could spook easily.

Knock again.

Knock back.

Twilight Sparkle nearly jumped herself. The push against the door was small, almost unnoticeable, but it was there. And it was accompanied by frantic, desperate squeals.

“Is that…?”

For the time being, she was glad that Fluttershy was still too naïve and trusting to lock her door at night—so few ponies ever came out this far, so close to the Everfree Forest, and she confidently believed that she didn’t have anything worth stealing, so clearly nopony would bother her. Of course, Twilight Sparkle or any of their other friends wouldn’t have hesitated to break the door down to gain access if it was necessary. The wooden barrier came folding to the side and from inside a flurry of movement rushed out, a whiteish blur. She tried to step away, but she couldn’t react before the shape came to cling against her leg and she could see it clearly. “Angel?”

The rabbit was trembling, paws held tightly around her, ears folded back. He would normally never get close to anypony other than Fluttershy. Twilight Sparkle didn’t need to be an animal expert to recognize that he was terrified of something.

“Angel, what’s wrong?” she asked, picking him up with her magic and holding him up before her (Fluttershy always told her that most animals didn’t like being held with levitation, but for the moment her instincts were taking over).

The rabbit squeaked shrilly at her. She couldn’t parse any of its meaning, but she could feel that, for the moment, there wasn’t any anger, just fear. And one paw pointed back toward the inside of the cottage emphatically.

Oh, Celestia, after this was over, she had to research some spell for translating non-sapient animal speech.

She didn’t say anything at first, only remained there, staring into the gloom of the cottage’s interior. It was a place she had been to so many times, visiting as a friend, a confidante, she knew every room, every piece of furniture, but now it felt wrong, alien. She was staring into the mouth of the abyss.

She put Angel down when he started to struggle in her grip. “Stay here,” she said quietly. Then she looked around to Philomena, fluttering behind her shoulder. “You too. I’ll…I’ll scope this out.”

The phoenix nodded before alighting on the ground beside the rabbit, who seemed to welcome her presence eagerly, and she held him close with one wing, while Twilight Sparkle advanced forward.

Why did she want to go in alone? A phoenix could be a formidable adversary, Philomena could fend for herself and probably assist her should it be necessary. Was it really so much safer for her to stay outside?

Or was it that she didn’t want to be seen when it came time for whatever discovery was awaiting her inside the moonlit house?

The floorboards creaked under her hooves as she walked across the foyer and the living room. The silence amplified every sound. Her own breathing was like the whooshing of the wind, roaring in her skull. There was nopony to be seen on the first floor, nopony nestled into the shadows of the couch and chairs, nopony cooking or raiding the fridge.

“Fluttershy?” she called again, and she couldn’t stop a tremulous vibrato creeping into her voice.

THUMP.

Something heavy on the floor above, right over her head.

(jump bolt flee run)

“Fluttershy?!” Her magenta glow cast in wild fits over her surroundings, shadows playing erratically as she loped toward the steps.

The stairs groaned even more loudly under her hooves, tromping steps echoing. Except for one step where her hoof came down on something soft, and loose enough that she nearly slipped. The rush of adrenaline stymied and stuttered. She reached over and looked, mind filling in the gaps with grisly assumptions before discovering…a strip of cloth. Frayed, torn, ragged. Rarity would have been aghast purely on principle, but there was no blood or other overt cause for alarm. Why, then, was it—

“Twilight?”

She looked up abruptly. “Fluttershy!”

One more dash up the stairs. Onto the upper landing, which was mostly bedroom. There were few places for somepony to hide. It didn’t take long at all to find the owner of the voice. She would wish that it had. She didn’t know that she had allowed herself to wear a hopeful smile until she felt it wilting at the sight of what awaited her.

There was a figure standing at the other end of the room. She had the shape of a pony…approximately. Head, torso, two arms, two legs. And a pegasus, specifically, with wings folded against the back. The necessary pieces were there. But the proportions were wrong, the outline grossly distorted, broad and wide.

“Twilight?” Fluttershy’s voice, definitely, but the tone was wrong, faintly muffled.

The alicorn was trying to scream but her throat had clenched itself shut.

The colors couldn’t have been entirely trusted, awash in the vivid magenta glow of her magic. But there was no mistaking the butterfly cutie marks, distorted though they might have been, stretched over the broad swell of thighs and buttocks.

Twilight Sparkle’s magic reached out to slam against a switch and light flooded the bedroom.

The yellow mare was obscene in her curvature, the most extreme form of an hourglass body shape. It was hard to judge compared to the utter enormity of breasts and ass cheeks that were the size of beanbag chairs, but it seemed as if her waist was impossibly thin, pinching down to a narrow body that scarcely could have supported a spinal column, let alone organs, and the limbs were similarly slender, slim arms, legs tapering down sharply below the thighs. The gratuitous and very bare assets seemed exaggeratedly round and perky, defiant of gravity—a look that Twilight Sparkle faintly knew could be indicative of implants rather than natural body fat, but to be done to this extent was utterly ludicrous. The tail trailed over her rump and cascaded to the floor in a manner that was reminiscent of a gown’s skirt, and the mane was so much more full and vibrant than it should have been, as if Rarity had been allowed to style it in a more confident manner as she always longed for. The pink color was choked by streaks of purple and blue.

“Oh, Twilight…” The crooning voice called out again. “I’m so glad that you came.”

The alicorn unconsciously stepped back.

The pegasus started to look back over her shoulder, just enough to see around the curtain of her mane. An eye peeked into view, heart-shaped pupil and teal iris swimming in a pool of black. Her mouth wasn’t moving as she spoke, though. It would have been terribly hard to speak, not to mention see in front of oneself, through lips that were the size of pillows, mounds painted with fuchsia gloss, the lower lip resting on top of her bosom. The effective obliteration of her muzzle made it difficult to parse her expression.

“Stop.” Twilight Sparkle was shaking her head slowly from side to side, eyes wide, trembling. “You’re not…you’re not…”

“Oh, Twilight, what’s wrong?” The warped mare’s mouth still wasn’t moving, but Twilight Sparkle became aware that the voice was coming from two separate sources. “I can’t go stopping now. I haven’t even gotten started yet.”

Something else came into view as she continued to shuffle around. Something protruding from her loins. A sac and swollen globes hanging over her legs. A mauve shaft that extended straight outward and nestled betwixt the valley of her cleavage.

But the final reveal was the most taxing of all. As the thing in Fluttershy’s skin turned and her face became completely eclipsed by her lips (as would be the fate of anypony she tried to kiss), the far ends of her breasts came jiggling into position to face directly toward her guest. In place of nipples, each globe was capped with its own mouth, its own pair of lips, and even without any means of maintaining eye contact they still had no problem with continuing to speak.

“I just got back from the sanctuary, and oh sweet Celestia I’m so worked up.” One breast spoke and then the other picked up for it. “It’s been too long since I last went on a rutting spree, don’t you think?” Her hands were groping at herself, one heaving up an armful of tit flesh, the other grabbing at the base of her cock. Her true lips shifted only faintly as a deep, lusting, threefold groan escaped her.

“No, no, no, no, no…!” Twilight Sparkle chanted as tears filled her eyes, but it was so quiet that it might as well have just been in her head. Was that what it felt like for Fluttershy when she was trying to speak?

“Oh, I’m going to need to go into Ponyville, to remind everypony…what Fluttershy is like.” She gyrated her hips as a tongue emerged from each of the lip-nipples and licked at the cushy edges of their respective openings. “I’ll need to make it a proper entrance, though…a dress just for the occasion…I’ll have to go see Rarity, I’m sure she can come up with something for me. We’ll just do a favor for each other and call it even, that way—”

“NO!”

Magenta light flared in the bedroom. Fluttershy was yanked to the side, off of her hooves, and thrown into the nearby bed. The wooden frame creaked and groaned under her, scarcely wide enough to support the breadth of her breasts and buttocks and balls. Then the sheets and blankets were ripped loose and twisted around themselves into ropes which then tied across the slopes of yellow-furred flesh, binding her in place. It was not an ideal means of securing a pony, but it would have to do in desperate circumstances.

The warped mare, for her part, made little acknowledgement of any of this, and even when it became apparent that she was tied down she hardly put up a struggle. She only made a token effort to squirm, and the parts of her that had cloth digging into them squeezed and compressed, while those that were free jiggled. Her penis, still erect, jutted into the air like a tower, bobbing pendulously, and the flared tip gushed with a viscous fluid that trickled down along its length—precum, she dimly recognized from her knowledge of anatomical studies.

“Oh, Twilight,” Fluttershy’s voice crooned at her twice over, “I didn’t think you were into kinky stuff like this.”

“Stop, stop, stop!” Twilight Sparkle shouted at her. Tears were streaming over her face. Her wings spread out behind her and a terrible aura surrounded her. She hoped to muster her alicorn visage for intimidation, but really she was just making a vain attempt to bolster herself. The fear in her was too heavy, she couldn’t push it out onto somepony else. “What did you do?! What did you do to Fluttershy?!”

Fluttershy looked back at her, only one eye barely visible with her face so smothered beneath its own lips. Some muffled syllables came out before the nipples spoke, “Twilight, what’s wrong?” It almost sounded right. Almost. The right kind of concern for a fellow pony, from a mare always ready to show kindness to her friends when they were in need. The next words to follow weren’t nearly as reassuring. “I am Fluttershy. I’m hot and sexy and ready to rut.” Her hips squirmed and her cock swayed. “Now won’t you please be a doll and let me go? I’ll even give you a smooch for it.” And all three mouths made a cacophony of wet smacks as they puckered at the air. It made Twilight Sparkle want to stuff a pillow into each of the openings, only stopped by the thought that maybe that would serve to arouse her further.

There was only one thing she could think to do.

She didn’t want to get any closer, still not knowing what might be causing this phenomenon, whether or not it was something that could be caused by physical contact or airborne or something else entirely, but she didn’t have any choice. The purple mare came up to the edge of the bed. So close to one swollen, sagging breast and the strange, mutated, glossy nipple that was at its far end. She wasn’t in any mood or position to ponder anatomy, too busy worrying about the idea of the flabby lump lurching out at her and latching onto her face for a kiss. Fluttershy continued to not struggle and made no attempt to take advantage of proximity as Twilight Sparkle leaned over her and pushed aside her voluminous mane and the bloated lip (it felt like a slimy balloon filled with dense gelatin) so they could look each other in the eyes. Those alien, corrupted eyes, staring with a cartoonish exaggeration of lust, but at this distance, so much closer than she had allowed herself to get with Spike, she could see the intelligence that was still gleaming within. Fluttershy was still in there, she so desperately wanted to believe.

With her magic charged into a bright white corona at the tip of her horn, Twilight Sparkle bent forward and touched it to the mare’s forehead. This spell was channeled with more than just raw power; it was the force of her memories made manifest, memories that pertained to her friends and what they had learned together, particularly one sweet, sheepish pegasus, a mare who was kind to a fault, who always put others over herself, whose unassuming façade melted away whenever it became necessary to protect those who were important to her.

“Remember…” she thought, pushing that resonating command deep into Fluttershy.

“No.”

There was no time to disengage before Twilight Sparkle felt the sensation of something coming at her, like an oncoming train barreling down upon her. A rush of sensations and impulses and noise washed over her all at once, obliterating any sense of conscious thought. It was trying to snuff her out. She screamed, and the sound came in reverse, starting distant and muffled before rising into a piercing roar, but she maintained her focus. Holding onto those memories, that light, was the only thing keeping her afloat in the storm.

And then, just as quickly as it began, it was over, and Twilight Sparkle was lying in a heap on the floor beside the bed. A cold sweat had replaced the salty burn of her tears. She trembled as she fought to get back to her hooves and gather her strength once more. She looked back up at the bed, at the prone, misshapen yellow figure that loomed over her, with a completely new sense of fear rising up within.

“What…who…?”

Her brain was still picking up the fractured pieces, trying to recollect and comprehend what had just occurred.

Looking into that thing had been like blindly opening a door and stepping through, only realizing upon trying to lower your hoof onto open air that you were walking into an empty space of utter blackness.

In the metaphysical realm between her mind and this foreign intelligence, her feathered wings were as effective as wings made of cardboard, and she fell helplessly.

During the plunge, the wind howling in her ears formed words:

“Pain is a distortion of the real.”

“Let passion guide you.”

“Swollen and saturated.”

“Your inklings are unnecessary.”

“Seeds sprout and take root.”

“Embrace.”

“Your colors are running together.”

“You crave satisfaction.”

“This is what you were meant to be.”

She heard the words spoken in Fluttershy’s voice. She heard Spike’s voice. There were entirely too many voices and for every one that she recognized she felt a needle drive itself into her skull. There was a voice that was sweet and bubbly despite its droning tone.

“Pinkie Pie why are you in here why do I hear your voice Pinkie Pie what is—”

She tried in desperation to pour out all of her magic, all of her memories, everything that she had experienced with her friends for the past few years, and the abyss took it all. The noise drowned out her pleas and it would do the same to her.

But it couldn’t take her.

It battered her, raked at her, grabbed and groped with prying fingers, tried to force itself into her, but it shied away from the light, too intense for it to blot out.

So ultimately, unable to find a use for her, it tossed her aside.

But not before she heard something else:

“Hello? Can you hear me? It’s important that you—”

A distant echo of a voice she didn’t recognize. It wasn’t a pony. It wasn’t a creature from Equestria. Maybe not even anywhere on the world of Equus. She had no way of knowing why she was aware of this, but she was certain of that much. And it hadn’t been a tone of malevolence and spite. It had been an inquiry, and it had sounded urgent.

After her breathing returned to some semblance of normalcy, Twilight Sparkle stood again. She could distinctly feel her weakness, the lack of somepony close to her having an unavoidable adverse effect on her overall composure. She could also feel her remaining strength all the same, and that was enough to give her the will to carry on. “Okay…think.” She rubbed her temples as she muttered to herself. “Fluttershy’s no longer an option…no other way to translate for Philomena…no way to know what the problem is.” Though she was starting to have suspicions. “If it’s something in Canterlot…then we’re just going to have to organize a party to go there in person…as many ponies as we can get.”

She turned around, looked down at Fluttershy. She was still only making a half-hearted effort to attempt an escape, mouths cooing and moaning in response to any stimulation received. Then she looked out one of the bedroom windows, in the direction of Ponyville.

“Any ponies who aren’t already…taken…”

(Pinkie Pie…)

“Sorry, Fluttershy, but I’m going to need you to stay here,” Twilight Sparkle finally said as she began to walk away. “I’ll be back soon…after I’ve figured out how to fix this.”

“But Twilight, I need to go into town,” the pegasus replied, calling after her, the voice carrying down the stairwell and still audible on the lower floor. “I need to see other ponies. Twilight, I need everypony to see Fluttershy. Twilight, I need to rut them. Twilight—”

She didn’t want to break down, but she couldn’t stop from crying as she crossed the living room, hooves dragging with every step.

= = = = =

“Hello?”

Rarity looked away from her easel.

Her studio was lit by a single lamp, its hot glare directly upon her. Outside the narrow cone of light, the room became increasingly shadowy. Shelves and cupboards were turned into indistinct dark shapes. Ponnequins became the eerie silhouettes of ponies, facsimiles of still life.

But there was nopony there. She was alone.

The white unicorn grimaced and shook her head before returning to the sketch in front of her. “I really ought to stop working so late at night,” she muttered to herself.

But such was an unavoidable practice for an artist. Sometimes inspiration came at the most unexpected of times, even when lying awake in bed in the wee hours of the night, and Rarity had learned a long time ago that she couldn’t afford to just let those moments slip her by. Every idea, every little drop of insight, had to be catalogued and preserved, taken into account for future calculations.

At least she could be in private while this was happening. She would have hated to be seen like this, hunched over, scribbling or sewing madly, bags under reddened eyes, mane hopelessly frazzled. Let alone that she wasn’t wearing anything more than underwear—indecent and unfashionable!

She set down the pencil and breathed a long sigh of not-exactly-relief as she looked over her work. The rough figure of an equine (based on herself) was framed in a billowing, frilly dress. It was intended to be evocative of the ocean, the crests of waves and the warm breeze. Still, there was only so much that she could be satisfied in. She wouldn’t know for sure until the design had been committed to thread and needle, how it would flow and ripple when the wearer walked, how the colors would reflect the light, how the choice of gemstones would accentuate them.

But as Rarity looked at the drawing, she couldn’t shake the feeling that there was something about it that was…missing. But she was certain that she had committed every detail that she could think of. She could still see it so clearly in her head, the mare walking through the ballroom, shimmering, tantalizing.

And yet, in looking into her memory, the image now seemed hazy, muddied. It wasn’t in the way that these ideas usually faded back into her subconscious, not an inability to remember details. The details were all there, but not the way they had been before. The shapes were inexact. The colors were running together.

She wasn’t entirely conscious of herself as she picked up the pencil again and made a few swooping strokes on the paper, erasing details that were now unnecessary, and she looked at it again.

The sketch of the mare now had breasts that could best be described as weather balloons. The globes of her chest were so large that they obscured her torso, waist, upper thighs, and all of her arms but for one hand.

Rarity stared for a while before she quietly declared, “Well that’s just silly. How would anypony walk like that? The back pain must be tremendous. And just think of how much fabric must be needed for that…all that just so most of it can be covered from the front.”

A pause.

“…There ought to be some more bulk elsewhere to complement the chest…what about the ass…”

The sound of the pencil scratching on paper resumed. There were many corrections that needed to be made.

And all the while, she thought of the sound that she thought she had heard from the depths of the shadows.

A voice calling out to her:

“Embrace.”

Author's Note

One step forward, several giant steps back.

The direction I took Fluttershy's transformation in owes a lot to my friend Rykela, it's honestly not too far off from how she plays her in the Decaverse. Just with a lot more lip. She may also be what one would most expect coming from a story like this. From here the transformations are going to become significantly more varied, in terms of both physical and mental changes.

Again owing in part to how uncertain the early parts of this story were, I had to do quite a few changes to this chapter. Fluttershy's transformation had her talking about how she wanted to show everyone "the new Fluttershy," to show that she wasn't a meek mess anymore, but the way the corruption works should make it so that she shouldn't be aware that she was ever like that in the first place.

This was the first time I had Zecora in a story and the scant few lines of rhyming dialogue I had to write for her pushed me to my limit. I don't know how other writers do it. Fortunately the benefit of writing this so late in the game is that I now have access to the canonical name of her home country.

Readers may remember the Non chant from its previous appearance in Rising Tide, but this was actually where I first started writing lines for it because I was juggling the two stories at the start of November 2020.

Yes, a group of bats is called a "cauldron."

I was trying earnestly to remember that all of the pets exist, how long will that last?

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