Whenever autumn was on the horizon, Twilight Sparkle would idly ponder if she ought to try participating in the Running of the Leaves again. She’d managed to place within the top ten participants before simply by pacing herself and budgeting her energy reserves. Imagine what she might be able to accomplish now that she had greater endurance and physical capacity. Even after the addition of wings, the mare’s propensity for having to deal with threats to Ponyville, Equestria, and the world involved a great deal of urgently running about. She was no Rainbow Dash or Applejack

(don’t think about Applejack)

but she had become a fair deal more athletic than the bookworm she once was. She could envision herself thundering through the woods with the best of them now, bringing a rain of golden leaves in her wake.

She shouldn’t be thinking about that right now, though. Especially not the leaves. Not when every breeze wafting through the trees had her on edge. Every time she heard the branches rustling she had to anticipatorily tense up and draw on her mana reserves, ready for anything (or anypony) that might emerge from the vegetation. She looked into the darkness, her horn thrumming, as if daring the potential threat to reveal itself. But the seconds ticked by with nothing out of the ordinary happening. Nothing had happened thus far, and nothing continued to happen.

When her guard lowered and her attention turned away, Big McIntosh was waiting a few paces ahead, looking back at her anxiously. He’d stopped asking her if she was alright, but the concern remained. He knew that she was wearing herself out, but he also knew that there was nothing he could do to assuage her fears.

Apple Bloom didn’t say as much out loud but she seemed to welcome these brief reprieves to stop and catch her breath. She may have been a farmpony just as much as the rest of the Apple family, but she still wasn’t built for exertion the same way that her older siblings were. Not to mention that they were all running on an empty stomach—maybe staying for those pancakes wouldn’t have been such a bad idea. “Are we…almost there yet?” she asked amidst huffing and puffing. Her ears drooped and even her pink bow seemed to sag.

Twilight Sparkle turned her gaze toward the path ahead of them again. “Almost,” she confirmed flatly when she saw houses, their boxy shapes becoming distinct as they emerged from the gloom. Illumination was primarily provided by scattered streetlights, but the occasional light coming through a window suggested that there were more ponies awake at this early hour.

How was this search going to work? Were they going to have to knock on every door in town and hope that whoever answered was in a state in which they could lucidly respond? She couldn’t be sure how long she could risk the possibility of—

A noise rang out into the silence of the night. It was a loud, metallic clanging, rolling through the streets and alleys. A bell. The bell of town hall, in all likelihood.

“Is that…the mayor?” Big McIntosh asked aloud, just a little hopeful.

“I’m going to pray that it is,” Twilight Sparkle said, quiet and dour.

“Doesn’t that mean…there’s a town emergency?” Apple Bloom asked next.

“That’s nothing we didn’t already know.” The purple mare started to run forward again, and the other ponies followed after her. “What we know is that it’s a call for everypony to gather in the square, so we can hope that there will be as many as possible who are unaffected.”

Before long they had entered the town proper, running along the roads that ran between the houses. Twilight Sparkle still didn’t want to stop and investigate, but she couldn’t keep herself from taking in details along the way. The ringing of the town bell continued intermittently, but between its reports she detected individual sounds of activity. Crashes and shatters and splashes inside buildings. Hooves pounding on the ground in the next streets over. They passed a window through which she thought she heard sobbing. Screams and cries erupted into the night. There was another loud sundering smash from behind them that sounded like a wall collapsing, followed by a wet, meaty impact and a gurgling noise. Twilight Sparkle didn’t stop to look back, but Apple Bloom shrieked and redoubled her pace. Big McIntosh called after her and they both similarly sped up to follow the filly, whipping around a corner and—

Something was rapidly approaching, a blur of motion in the corner of her field of vision. The mare managed the beginning of a syllable, and she heard something similar coming from the other party before they collided with each other. A hard impact against her side, jamming her cheek and forehead, moving at a roughly perpendicular angle to her own trajectory. She gasped and cried out, and while her wings fluttered in an attempt to stabilize herself Big McIntosh stood behind and caught her. The other pony wasn’t so lucky, falling backward and sprawling prone on the dirt.

“Ow…what…?” Twilight Sparkle winced, and she had to stifle an irritated growl. She hated how easily the urge to be angry rose up from her subconscious, overpowering the instinct for compassion. She was wearing thin. Big McIntosh let her stand on her own and she spoke, “Are…are you alright…?”

“St-stop!”

She froze in place. Not because of the command as much as the pure, abject terror that it came with.

The pony she stood over was crawling back defensively. She was a grey mare with long black hair—more disheveled than it would typically be when she was out in public. Like the alicorn, she wore a nightgown, but there was a wet patch over its front that had it clinging to her skin. Her chest rose and fell rapidly and there were tears streaking over her cheeks. She might have been trying to maintain a strong countenance, but any such effort was buried under her fear and anguish.

“Stay aw-w-way!” Octavia shouted at them as she continued to scuttle backward. Her normally posh and refined voice wavered tremulously.

“Hey, c-calm down!” Twilight Sparkle replied. She tried to remain calm herself, but she couldn’t entirely control her volume and it came out more intense than she might have hoped. “You don’t have to be afraid of us!”

Big McIntosh watched but stood a few steps away, holding Apple Bloom close; she needed her own reassurance.

“H-how do I know you’re n-not like…them?” the mare spat. The implications were abundantly clear. Twilight Sparkle didn’t like the idea of a “them” as if there were opposing sides of this conflict, but she wasn’t sure how else to think of it herself.

“Do we look like them?” she asked emphatically, and she gestured to herself, showing off the plainness of her figure.

Octavia didn’t appear especially convinced, but she made no attempt to object, and her posture relaxed somewhat, tense rigidity giving way to shivers and shuddering.

“Here—” Twilight Sparkle leaned over and extended a hand toward the other mare, and after a contemplative pause she took it, and with the help of a gentle tug she was on her hooves. “—now what can you tell us about—”

But she’d scarcely steadied her balance again before Octavia practically threw herself onto her, arms wrapping around her and squeezing the breath out of her. Twilight Sparkle gasped in alarm, and from exertion, as the earth pony seemed to still have difficulty keeping herself standing and leaned heavily upon her. Octavia clamped around her like a vice, chin resting on her shoulder, and in her ear she heard her start to choke and sob. She felt the moisture of tears that weren’t her own dampening her cheek. She also felt dampness from whatever had soaked the mare’s front, and she had a sinking suspicion that it wasn’t mere water.

“V-V-Vinyl.” The stuttering voice came out in a weak whisper. “I w-woke up and sh-sh-she was…” The hands against her back tightened, almost clawing into the skin under her wings. Nonetheless, Twilight Sparkle kept herself quiet for the time being while she gently embraced Octavia, one hand resting against her back and the other caressing her head, fingers weaving through her unkempt mane. “Why did she have a pe—…a p-penis?!”

Twilight Sparkle winced. That image alone was too much for her, and it was likely only the tip of the iceberg. When was this going to end? How far had it spread already? “It’s okay,” she murmured, and she gently stroked the mare’s head, down along her neck and shoulders. Slowly, the heaving and hiccupping of her breathing stilled. “I don’t…I don’t have an answer, Octavia, but I’m going to fix this.” She glanced back toward the Apple siblings beside her, looking on quietly. “I promise.”

Octavia sobbed and sniffled a little longer before she finally let go, and the two of them stood apart. Twilight Sparkle tried not to comment on the wet patches that had been transferred to her. “What…what’re we going to do about this, then?” she asked.

“We’re going to go see what this town emergency meeting is about,” Twilight Sparkle said. “The more ponies we can get on our side the better.” There were those “sides” again. Us and them. There was another ring of the bell, and she turned her head in the direction of the noise and consulted her internal map of the topography and street layout of Ponyville. “Here,” she announced as she started to run, “it’ll be fastest if we go this—”

“N-no!” Octavia’s interjection was coupled by a hand grabbing her wrist and stopping her short. “I…I went that way. I w-was going by Sugarcube Corner and I saw…one of them.”

The alicorn snapped about to look at her sharply.

Sugarcube Corner.

(Pinkie Pie.)

“Who was it?” she asked, urgency creeping into her voice, worry rising again.

Octavia returned the look, perplexed, as if the idea was utterly confounding to her. “Wh-who?” she repeated incredulously. “I…I don’t know, did you expect me to check?! It was a slavering hulk, I thought it was going to eat me!”

There was a gasp nearby. “E-e-eat?!” Apple Bloom cried in terror, gripping tighter to Big McIntosh.

Twilight Sparkle wanted to believe that that was an exaggeration, but under these circumstances she wasn’t sure that it was something she could entirely rule out.

All the others had been so…passive, though.

“I’m going to go see for myself,” she announced plainly, already turning about and shaking off Octavia’s grip.

“Y’all really sure ‘bout that, Twilight?” Big McIntosh asked worriedly. “We should really be gettin’ to the meetin’, we need to get everypony up to speed and make sure the situation is controlled.”

“I know, but…there’s something I need to check on.” A few seconds later she corrected herself. “Somepony.”

“Well you can do that on your own, I’m not going back that way,” Octavia scoffed, and she turned and walked the other way, but not without adding, “I’d advise you do the same.”

Twilight Sparkle bit her lip, bristling, but she replied, “It’s fine. You all go on ahead without me, I’ll meet up with you again at town hall.”

The other ponies looked back at her with varying degrees of concern. Octavia seemed worried but still made no attempt to dissuade her. Apple Bloom looked pleadingly at her, silently begging her not to leave. Only Big McIntosh spoke. “Be careful, Princess.”

“I’ve lasted this long,” she said, and she surprisingly mustered a smile, however briefly, before the cold reality seeped in again. Then she turned and started to run again, and she heard the three sets of hooves fading into the background behind her, and she tried to keep that noise in her mind while she ventured deeper into the stirring town. She wanted to hold onto something familiar in the midst of so many other sounds that were strange and monstrous.

= = = = =

It didn’t take long to arrive at a clearing where Twilight Sparkle could pick out Sugarcube Corner from the buildings surrounding it. Even in the dim light, it was a particularly distinct edifice, unique in its design and aesthetic. The dark shingles of the high gabled roof gave the impression of a gingerbread house, with fluffy white molding around the edges that resembled icing. There was a circular cabin perched on top of the roof that looked almost exactly like the silhouette of a cupcake, complete with lamps on top in place of candles. Pinkie Pie sometimes made cupcakes that in turn resembled the little apartment. Housecakes, she called them.

Pinkie Pie. She lived up there. There were no lights on—either those inside the rooftop structure or the lamps on top. Could she be out and about somewhere?

No, the alicorn didn’t think so. The apartment didn’t show any sign of activity, but the lights of the ground and second floors were on. Somepony must be inside. It was a bit early for the Cakes to be getting ready for the day (or so she thought, at least, judging from the placement of the moon and continued lack of any light on the horizon; how long had she been away from the palace?). Perhaps their hyperactive pink employee had something she was preparing for. Maybe the twins had woken up and caused a commotion. She needed to check, just to be sure.

All of that passed through her mind in the first few seconds. What occupied more of her attention was what was outside the store. Parked directly next to the front of the building, eclipsing the door and a significant portion of the whole face, there was a gargantuan figure. At a distance Twilight Sparkle might have thought it to be a boulder, or another building, surely not something living, but she could see it moving languidly, expanding and contracting with the intake of breath. She identified lumpy arms that braced against the building and shifted laboriously, and what she thought of as legs that supported the whole mass, swollen trunks with joints swallowed in folds. She was reminded of the altered Granny Smith, but instead of a muscular titan this figure was a sprawling, elephantine mass of fat pressed up against Sugarcube Corner.

Splash.

Her hoof had stepped in a puddle while she was walking closer, and it took all of her willpower not to cry out or bolt as a shiver ran up her spine. It hadn’t been raining recently, so she knew without looking that it wasn’t water, and she didn’t have any particular desire to do so.

The mountainous figure didn’t appear to notice, though. Twilight Sparkle could see that they seemed to have a coat the color of pale cream, but the way it glistened in the light from the building made her unsure if it was actually fur. A cutie mark was stretched over the slope of their hip, three shapes that approximately resembled wrapped candies. Twilight Sparkle only recognized it because of its familiarity, otherwise she might have had a harder time with how the shapes appeared to be melting and distorting. Mane and tail that were deep blue with swirls of pink and purple, and the former surrounded the pony’s head such that their face was hidden. The purple pony didn’t want to get any closer, and she didn’t want to draw attention to herself by conjuring light. She couldn’t identify any other details, but she was able to hear a voice.

“…Two dozen cookies…sugar…éclairs…ohhh, éclairs, as many as you have…some cupcakes, swimming in frosting…just fill ‘em with frosting…oh, but I should…I should get something for Lyra too, shouldn’t I? Mmph…another box of donuts…mint icing, strawberry filling, she likes that…”

The tone was deep and guttural and gurgling and each muffled syllable was punctuated by wet smacks. Twilight Sparkle thought she could understand how Octavia hadn’t been too fond of the idea of coming back here, where the idea of this creature being a voracious monster had come from. She couldn’t identify whether they were talking to somepony or if they were just thinking out loud.

With the front door of Sugarcube Corner thoroughly blocked off, she instead took to (quietly) walking around to the back of the building. She tried to peer in through the windows, but even though the lights were on the curtains were closed—that usually meant that there was a surprise in the works. She hastened her pace once she was out of sight of the cream-colored blob and knocked on the back door once it was within reach, knuckles dancing against the wood repeatedly. She shifted and bounced anxiously on her hooves as she waited, listening to the continued sounds of panic and debauchery that were rising up from the buildings around her. A distant crash, a roar that sounded like it could have belonged to a full-grown dragon.

Dragon.

Spike.

Oh, Celestia, how were things going back at the palace? Had Spike tried to escape? Was Starlight Glimmer still holding together? Were Philomena and Angel able to make it back safely? What if other ponies had come from town to look for her only to find that she was nowhere to be found when they needed her most? What if they knocked on the gates and it was opened up by a scaly titty-monster mid-orgasm and they all got—

Hoofsteps on the other side of the door. Twilight Sparkle had spent all this time waiting for somepony to come and hadn’t pondered what it might mean if the one to answer the door were somepony—something—she didn’t especially want to see. What if it was somepony she did want to see but they had become something she didn’t want to see?

(please)

She wasn’t entirely conscious of herself taking steps backward and preemptively summoning magical energy from within as the doorknob started to turn and the wooden panel swung open.

Not pink. Well, not entirely pink. A mane of pink and magenta swirls perched on top of a round periwinkle face. There was the exhaustion of sleep deprivation present in her eyes, though she wore a wardrobe that surprisingly didn’t consist of pajamas: an apron and pale-yellow dress covering the portly body. What was most immediately pressing was the anticipatory dread present in her expression, but as the two ponies recognized each other that became replaced with a cautious optimism. “Oh, Twilight, thank Celestia!” Mrs. Cake exclaimed as she came forward and wrapped her arms around the other mare. “I’m so glad you’re here!”

Twilight Sparkle, for her part, was also relieved, even if the embrace was just a little tighter than she might have hoped, squeezing the wind out of her. She hadn’t thought how starved she’d been for this sort of attention the past few hours since leaving the castle, unable to properly consolidate with another pony. Once she had collected herself, she was more than happy to return the gesture by hugging the older mare in turn. “Mrs. Cake, is…is everything alright?” she asked hurriedly, though she had to suspect that the odds weren’t in her favor.

They separated, and Mrs. Cake looked at her pensively. It seemed abundantly clear what the answer was, but also that she lacked the sufficient words to express the full extent of it. Then she looked around them, at the dark streets of Ponyville, and she said, “I think you’d better come inside before anything else, dear.” The alicorn was all too eager to do so. At first, at least.

The first detail that came to attention was the balloons. Not exactly an unprecedented sight to be found at the bakery, given one of its employees’ propensity for throwing parties.

(so she is around here somewhere…)

The concentration of the balloons was almost oppressive, though. Almost immediately after stepping through the doorway, Twilight Sparkle found herself coming right up against a wall of the rubbery multicolored globes, each roughly about the length of her forearm in diameter. Normally such balloons would be at least partially translucent, but these were particularly opaque, the interiors cloudier than mere air should have given the appearance of. They completely blocked out any view of the ceiling, and clusters of them piled downwards in inverted heaps, largely limiting her ability to see anything ahead of herself. Light from the building’s interior lamps scarcely filtered through in a rainbow of colors—it made Twilight Sparkle think of when young foals would play with colorful tents, throwing them up over themselves and letting the contained heat keep it held aloft.

Somewhere further in the building, there was a low, withheld vocalization, accompanied by the rush of air filling a container. Another balloon to add to the mess.

Twilight Sparkle started forward, keeping her head low to avoid popping any balloons with her horn (regardless of the circumstances, it would be inconsiderate to destroy these decorations, wouldn’t it?), but Mrs. Cake took her hand and held her back. She looked pained and anxious, and the purple mare regretted that for a moment she had forgotten about her. “Twilight, I…there’s…” She started to speak only to stop herself. Her grip was hard but she was still trembling. She was nervous and afraid and unsure. There wasn’t time for deliberating.

“I know,” Twilight Sparkle interjected, keeping herself steady. She needed to be in control again. “I know that…something’s happening. What’s been going on here?” After a moment’s pause, observing their surroundings, in particular the relative lack of activity, she added, not without a hint of dread, “Where’s Mr. Cake and the kids?”

“They’re…they’re upstairs, last I checked. Carrot is keeping Pound and Pumpkin preoccupied.” The mare winced and pursed her lips. “I don’t want them to see any of…this stuff going on…whatever it is.” She kneaded at her temples before running her fingers through her mane, pulling taut the minute wrinkles in her skin. “I mean, I…I try to keep an open mind, Princess, I really do, but this…the boobs, lips, bellies, butts, d-dicks, and…so, so much more, it’s just…” She shook her head and breathed in sharply as there was another inflating of rubber.

“Who have you seen so far?” Twilight Sparkle asked, wary that she might be prying, pushing too quickly for the pony’s comfort, but she needed information at a time such as this.

Mrs. Cake’s eyes quivered in place as she stared ahead and thought. “I…Berry Punch…Caramel…Raindrops, Thunderlane…they’re usually regulars, I’m always glad to see them so early in the morning! But now it’s like…it’s as if they don’t even realize there’s anything out of the ordinary! They don’t realize that they’re lisping and shaking their asses and naked! And as we speak I’ve got what I think is supposed to be Bon Bon outside completely fine with being a blob!”

Twilight Sparkle ground her teeth together. “They didn’t…none of them did anything, did they?” she then asked.

“No…no, they…none of them tried to get…invasive. They’re just…coming for their usual orders. Most of them can’t leave without making a mess, though.” Mrs. Cake’s nostrils rankled and a heavy blush came over her cheeks. “Thunderlane came in after Raindrops and the two of them just…got right to rutting in front of me! In my own store!” She covered her eyes and rubbed her forehead again. “Thank Celestia Pinkie got them to take it outside.”

In the midst of listening to all this, the alicorn latched onto that one word in particular. “Pinkie Pie! Is she—”

A door closed loudly (and was shortly accompanied by wet pops of suction as something detached from the walls of the building). “Alright, Cupsy, we got a biiiig order to fill!”

“Pinkie?! You’re alright!” Twilight Sparkle called out. The sound was dampened by the balloons all around them. She started to walk again, advancing into the hanging mountains of rubber, fields of magenta light pushing clumps away to make room. There were pops as some burst from the compression, releasing dusty clouds of air that were pulled in by static to cling to the remaining balloons around them.

“Twilight?” An excited giggle accompanied the movement that came approaching in the other direction, balloons squeaking and creaking as they ground against each other. “You finally decided to swing by, huh? You shouldn’t have kept me waiting!”

The pitch was wrong. Too low. But, given how high it normally was to begin with, that meant it sounded like an ordinary pony. Perhaps that was how it caught her off-guard. Nothing about Pinkie Pie was ordinary.

“Pinkie, we’ve got—!” Sputtering as another balloon pressed to her face and all she saw was red latex. A field of light projected from around her, pushing away the inflated obstacles surrounding her, and handily warding off the dust inside them as well. “We’ve got an emergency! All hands on deck!”

“Twilight!” Mrs. Cake stumbled after her, only for the magical barrier to prevent her from approaching as well. “Wait, there’s—!” But she started to hack and cough as she inhaled some of the white particles floating in the air.

Twilight Sparkle was scarcely listening. She was too focused on what was immediately in front of her. She had to make sure that her friend was safe, so that they could then make all of Equestria safe together. She could begin to make out a figure through the multicolored haze that surrounded her, a silhouette of a pony, one with a noticeably puffy and fluffy mane around the top. That was her, it had to be!

“You bet we’ve got an emergency!”

But before the approaching pony could show her face, there was something else that emerged from amidst the wall of balloons. Lower down, around waist height. A thick, fleshy length, bubblegum pink. There was something covering the tip of it as it pointed directly at Twilight Sparkle, a dark green layer. It was stretched tightly enough that she could clearly identify every bulbous ridge of the flare.

The purple mare took a step backward, but she couldn’t avert her eyes no matter how much she wanted to.

“We’re gonna need a lot more buns in the oven for this breakfast rush!” Pinkie Pie announced as she stepped into the clearing around Twilight Sparkle.

She was smiling, as she so often was, but it didn’t come off the same way under these circumstances. The expression didn’t look so innocuously inviting when the mouth was framed by cyan lips, soft mounds that obscured much of her muzzle, suggesting more along the lines of seduction. Eyelids hung half-lidded over dark sclera, heart-shaped pupils pointed directly at the pony in front of her, glittering and making silent promises of gratification. There were curls of purple that stuck out from her voluminous mane at random spots, with two at the front that arched toward each other and almost gave the impression of a heart.

To Twilight Sparkle’s surprise, she wasn’t actually naked, although the attempt at being clothed was ineffective. The apron that she had put on was bunched up between her breasts rather than doing much to cover them. Pinkie Pie had always been a rather shapely pony—all that sugar had to go somewhere—but the curvature of her frame was all the more exaggerated now. She would have had a hard time getting an apron that could cover breasts which were larger than her head or hips that were broader across than her shoulders. It couldn’t reach past her groin either, the curtain pushed to one side by the third leg of a penis that extended from her crotch, taut testicles dangling nearly to her knees.

A detail that took a few seconds longer to take notice of, though, was a discrepancy with hands. There was one hand grasped firmly around the base of the magenta shaft and one which held onto a notepad. Two more hands, however, rested on top of the jutting shelf of her chest, pressing into the doughy surface. Four arms in total, two to each shoulder, stacked on top of each other.

“Hey, Twiggles, what’s the matter?” Pinkie Pie took another step closer—she had already been at least a dozen steps too close. That rubber-coated tip bobbing toward Twilight Sparkle seemed more threatening than any sharp implement of violence that she had been menaced with over the course of her life. The pink mare giggled like it was nothing. “You look like you’ve seen another one of your friends turned into a big-titted bimbo monster!”

“W…why?” Twilight Sparkle could only barely croak out the question amidst heavy gasps of breath. “Why…are y-you…doing this?” She cringed and gritted her teeth and clenched her fists and did everything she could to keep herself from breaking down. It wasn’t going to work for long.

“That’s an awfully vague question, don’t you think?” Pinkie Pie asked back, still smiling, and one free hand tapped at her chin. “Which ‘this’ are you talking about? Is it the jerking off?” The hand around her cock was going through slow, rhythmic motions of stroking up and down. “Or do you mean the order I just took from Bon Bon? It’s a lot, we really can’t afford to dilly-dally on it.” She chortled again before she then added, “Or do you just mean talking in general? ‘Cause you kinda look like you’re getting grumpier the more I talk. That’s no way to be, Twiggles, we’re all smiles for miles here at Sugarcube—”

“Why?!” The shrill cry was accompanied by a surge of magic-infused hot air, brushing aside the balloons around them. Twilight Sparkle’s eyes glowed white, her horn pulsing with arcane power, as she stepped forward, bridging the gap between the two of them. The apron gave her something to take hold of that wasn’t flesh, seizing the cloth and yanking it close. Pinkie Pie stumbled as they were brought face to face with each other, but her expression didn’t betray any alarm or discomfort. “Why are you doing this to my friends?!” Twilight Sparkle yelled at her, booming. “I know you’re in there! Answer me, damn you!”

Pinkie Pie smiled back unflinchingly with her plump lips and blinked her dark eyes. “Gee, Twilight, I dunno who you’re talking to, but it sounds like they’ve got you pretty riled up,” she eventually said, “you should tell ‘em they’re a big meanie and if they don’t stop then I’ll twist their nipples.”

Twilight Sparkle started to give out an enraged howl, building at the back of her throat, and the magical power around her thrummed and rippled. She didn’t care how close she was getting. Didn’t care about the cock brushing against her hip, the breast mashed against and enveloping her chest, how close she was to those fat lips.

“Until then, though—”

The warped pony licked at her finger before she pinched around the tip of the alicorn’s horn like the wick of a candle. This should have been highly inadvisable, potentially causing the equivalent of an electric shock at this level of concentration, or worse. Instead, however, all at once the light and the force and the shaking stopped. Twilight Sparkle gasped as her flow of mana forcibly shut down, stopping cold, and she staggered back and clutched at her horn. She had been running hot only to feel like she’d had all of her reserves drained from her. That kind of disparity could cause whiplash, but she didn’t feel any worse for wear. It was like it had been as simple as flicking a switch.

“You really shouldn’t go around pointing those princess lasers at your pals, silly,” Pinkie Pie said, tongue sticking out from between her lips as she winked.

“What…but…how…?” Twilight Sparkle would come to chastise herself for thinking that she had grown complacent with the fact that Pinkie Pie continued to defy explanation. She had no way to be sure whether this was something she always could have done or if it was another side effect of…this.

“Don’t you worry your pretty little head about it.” Pinkie Pie patted her on the head, ruffling her mane. It was a curiously benign gesture in the presence of everything else.

And then, while she was still taken aback, the pink mare leaned forward and gave her a peck on the cheek. It was quick and inoffensive compared to what she’d gotten from Applejack, but the feel of those cushy mounds smothering the side of her face still prompted her to recoil in alarm. She called upon her magic, but her horn was numb and unresponsive, producing little more than pink sparks. Pinkie Pie’s only response at this flustered outburst was to snicker under her breath and smirk.

“You’ve been so wound up, Twiggles, you need to relax. Don’t worry, we’re going to have a party ready to go here real soon!”

“P-p-party?” she asked in disbelief.

“Duh! What did you think all the balloons are for?” Pinkie Pie twirled about in place. Her penis swung around in an arc and knocked against the rubbery globes, and Twilight Sparkle had to back away to avoid the same undesirable occurrence. “We’ve gotta be festive for the occasion!” Then she stopped, and her eyes lit up with realization. It seemed that the red hearts of her pupils flashed momentarily. “Oh, that reminds me…”

Now with two hands she groped at the length of her shaft, and she pumped up and down even more fervently. A third hand held to the edge of the green rubber that was covering the tip, keeping it in place. Twilight Sparkle could have only guessed that it was a condom, but looking at it now she wasn’t sure—of course, it wasn’t like she had a lot of experience with condoms to begin with. Pinkie Pie started to breathe in hot gasps, eyelids fluttering, as she bucked her hips, thrusting into the air.

“Pinkie, what’re you—?”

But almost as quickly as it had started, it stopped, and Twilight Sparkle could only watch in total bewilderment as her friend orgasmed right in front of her. A deep, crooning (and familiar) groan erupted from the earth pony as her loins quavered. She was prepared for the sight of the green confines straining as they were filled with gummy white goo, but instead it filled up and outward, expanding, inflating, as if with air, accompanied by a telltale hissing of gases. Within seconds the balloon was full, and shortly thereafter Pinkie Pie collected herself with little evident in the way of a refractory period; Twilight Sparkle hadn’t seen the way her testicles shrank, but she did see them pulse larger and larger until they were back to their original size. “That’s one more for the decorations,” she announced as she squeezed in the edge of the opening, yanked it off, and tied it shut. The interior of the green surface was white and hazy, matching that of the other balloons as she let it go to float up toward the canopy above.

Twilight Sparkle could only gape as she watched, and then her gaze turned to her surroundings, to all the dozens and dozens of balloons filling the room. Sugarcube Corner wasn’t just overflowing with balloons—it was overflowing with what she could only imagine was aerosolized semen.

Suddenly the idea of popping any of them was infinitely less appealing.

“Alas, a party planner’s work is never finished,” Pinkie Pie mused with a sigh as she reached behind herself, fingers stowing into the curls of her tail, and from that mass she pulled another balloon which she then tugged over the tip of her penis to replace the previous one. She was already working at the shaft again while she started to walk away. “Come on, Cupsy, we’d better get started on those cupcakes! Gonna need a looootta cream!”

Twilight Sparkle hadn’t been conscious of herself staggering backward, on the verge of falling over, until she found herself within the arms of Mrs. Cake again. The older mare had a few flecks of white remaining on her face from the earlier burst balloon. She looked up into her eyes, a mixture of confusion and worry, but there was also just a hint of something that had been sorely lacking: hope.

“How…how long has she been like this?” the alicorn asked.

She ruefully shook her head. “I found her like this when I woke up. She’d already covered the ceiling with her…decorations. I haven’t the foggiest idea what could’ve caused this in the first place!”

Twilight Sparkle bit her lip. There was no point in trying to scrutinize what the cause might have been when there was no more evidence than there had been at any of her prior destinations. “You and the others should leave,” she said decisively, and she placed her hands on the pony’s shoulders, applying just enough force to urge her to start moving. “There’s a town emergency going on, it’s better for everypony to get to town hall to organize.”

But Mrs. Cake looked back with a strangely resolute determination, however much regret there might be under the surface. “I know it might be for the best, Twilight,” she muttered and sighed, “but I just don’t feel like I can stand to leave the store. Or…Pinkie, for that matter.”

“But…but it could be dangerous for you to stay here with her!” Twilight Sparkle insisted, “We don’t know what she might do!”

“Dangerous?” she repeated skeptically, and as she stared she put on a hint of a genuine smile and amusement. “Twilight, you’re talking about Pinkie Pie. I know she’s a handful, but dangerous is the last way I’d describe her. I know she’s…well, far from normal right now, but she’s still the same pony, and…” She paused and looked away, and Twilight Sparkle did the same. The lower half of the pink mare was visible through the kitchen door and underneath the overhang of balloons, currently swaying her tail and bare bottom from side to side whilst preoccupied with something. “I don’t know how I can explain it, but…I feel like she needs somepony with her. I don’t want her to be alone while she has to deal with all this.”

Twilight Sparkle tried to digest these words—they weren’t agreeing with her stomach. It did occur to her that Pinkie Pie seemed more herself than any of the other affected ponies (and dragon) she’d seen thus far. Physical differences aside, she was still as kind and eager as ever. The sexuality might not have been especially extreme either—everypony knew Pinkie Pie was known to host some wild parties. What might that mean?

“Alright…fine,” she admitted reluctantly. Wherever Mrs. Cake seemed to be getting a feeling that it was better for her to stay, she thought that she was getting the exact opposite sentiment, certain that something would go awry. “But please, be careful, and promise me the instant you see something getting too out of hand, you and your family get out of here, with or without Pinkie.”

“We’ll be fine, dear,” Mrs. Cake replied with a soft chuckle. She placed her hand on the other mare’s shoulder now, gently squeezing for reassurance. There was still worry and weariness present, but that didn’t detract from her genuine compassionate warmth. “You just work on figuring out what you need to do to fix all this.”

Twilight Sparkle nodded quietly. She didn’t want to admit that she was no closer to finding a solution than she had been before she came here, or that their potential numbers were dwindling rapidly. This only left Rarity and Rainbow Dash for her to attempt to get on board for whatever effort she could cobble together to combat the spread of this condition.

She didn’t want to even consider that it was already too late, no matter how heavily that possibility loomed over her.

They both turned back toward the door. Twilight Sparkle didn’t feel comfortable leaving, but she knew nothing was going to happen if she stayed here all night. “Now you go work out what’s happening with this penis problem of ours,” Mrs. Cake said, and she giggled softly. The alicorn wasn’t certain if it was good or not for her to make light of the situation, but she didn’t make any response as she reached for the doorknob.

Suddenly there was a knock on the door.

She stopped and glanced back, but Mrs. Cake could only shake her head and shrug her shoulders with equal confusion on display. Naturally, Twilight Sparkle’s brain was immediately awash in an array of potential terrible possibilities they might be faced with.

“That’s for meeee!” The pair both yelped in surprise as Pinkie Pie seemingly manifested out of thin air beside them, the heady smell of musk springing into being without any warning, and she leaned forward and tugged the door open before Twilight Sparkle could insist on any amount of caution.

And then a voice called out “Special delivery!” in a particularly innocuous and carefree tone, and the purple mare opened eyes that had clenched themselves shut.

“Ditzy…?”

The grey pegasus standing on the other side of the doorway was wearing the brown uniform and cap typical of a mailpony and carrying a cardboard box tucked under one arm. It contributed to her overall plain, unassuming, charmingly quaint visage. Most of Ponyville knew her, and its ponies appreciated her work, no matter how often she got deliveries mixed up. Much like when it came to Pinkie Pie, it was incredibly hard to stay mad at Ditzy Doo.

But Twilight Sparkle had her attention focused on the aspects that were out of place. The pale blue streaks in her blonde mane. The mauve eyeshadow and gloss around her muzzle, uncharacteristically glitzy for one out on a job such as this. And her eyes, dark and gold, with heart-shaped pupils that both stared straight ahead. It was so small, but it struck her as such an utterly alien notion that she completely seized up for several seconds, unable to process anything, and then the world returned to her in a flood of sensory input all at once.

“—what I needed!” Pinkie Pie said as she took the package.

“Just a part of the job!” Ditzy Doo replied merrily, beaming, and one wing unfurled from behind her back, curling toward the side of her head in a salute. She didn’t seem the least bit fazed by the sight of the naked, four-armed, obscenely distended earth pony in front of her, not even when her cock came swinging toward her.

“Goodness, isn’t it…terribly early for you to be doing your rounds, though?” Mrs. Cake asked, likely similarly shaken but quicker to adjust to it. It was a good thing that maintaining eye contact was generally considered a polite thing to do, so that meant there was nothing overtly unusual about staring at another pony’s eyes.

“I don’t mind, there are lots of deliveries that need to be made and ponies who’re waiting for them,” the pegasus proclaimed, and she grinned broadly. Even with the out-of-place makeup, the infectious cheeriness remained. “I’m not going to let anything stand in the way of them and their packages.”

“Amen to that, pegasister!” Pinkie Pie cheered as she held her own parcel against her stomach, tucked underneath her bosom. And then there was a glimmer in her eyes as she licked her lips. “How would you feel about taking a moment to get acquainted with my package?”

“P-P-Pinkie!” Twilight Sparkle interjected while she felt her cheeks burn red-hot. “You c-can’t just—!”

“Aw, thanks for the offer, but I’ve got other deliveries to make,” Ditzy Doo said, offering a gentle, apologetic smile, “maybe some other time!”

“Okie dokie, no problemo!” Pinkie Pie replied, back to carefree giggling, and then she waved with a free hand, “Don’t let me hold you then, get finished up and hurry on back for the party!”

“You bet! I’ll be looking forward to it!” She waved back before she then turned about, and with a flap of her wings she rose up toward the night sky.

“Always so nice to see her come by,” Pinkie Pie mused aloud as she closed the door and pushed past Twilight Sparkle and Mrs. Cake.

“What did you get, Pinkie?” the older mare asked with genuine curiosity as she followed her toward the kitchen.

“More balloons, duh,” she scoffed in reply. “Right on time, too, I was just about to run out! It’s not like I’ve got a limitless supply of these stashed up my butt.”

Twilight Sparkle might’ve been more surprised that that wasn’t the case at this point, but instead of voicing that she asked, “If you were only just about to run out, how were you able to make an order so that it would arrive—”

There was a knock on the door.

“COMING!” A pink blur signaled Pinkie Pie zipping by and once again nearly knocking over Twilight Sparkle as she opened the wooden panel.

“Special delivery!” It was Ditzy Doo. Again. She was holding another cardboard box, one that was more oblong, tucked against her chest with both arms.

“Thaaaank you!” Pinkie Pie exclaimed, bouncing on her hooves as she came to take the parcel, and all of her distended bits bobbed and wobbled along in time. “Can’t wait to try out this one!”

Once the wobbling mass of pink was out of the way, Twilight Sparkle couldn’t resist stepping forward and making her confusion known. “Ditzy, you…you’re back already?”

The grey pegasus turned her attention to her, and her smile faltered, just slightly. “Huh? What do you mean? I just got here.”

“You just dropped off a delivery of balloons for Pinkie,” the alicorn insisted pointedly, brow furrowing.

Ditzy Doo opened up a satchel slung from her shoulder and took out a clipboard, then started thumbing through the pages attached to it. She didn’t have to hold the paper right up to her face and squint her eyes to be able to read the small print. “Hmm…nope!” she announced after a few seconds of inspection, back to being just as cheery as before, “Doesn’t say here on the schedule that I had any deliveries here before!”

“I…” Twilight Sparkle clenched her jaw shut for some time. Ditzy Doo only looked back at her with that innocent smile. “Okay. Fine. See you, then.”

“See ya!” She was waving a hand back as the door closed.

The purple mare rubbed her fingertips at her temples. There was a headache coming on. “What was that ab—?”

There was a knock on the door.

Twilight Sparkle wrenched it open before Pinkie Pie could come back.

“Special delivery!” The voice was slightly muffled this time, coming from behind a massive box that Ditzy Doo was holding, covering up most of her body. It didn’t seem to cause her any strain in the slightest, though, even if this was the kind of heavy lifting that the alicorn never would have trusted her with.

The sound of wings beating against the air was fast fading into the background of the frenzied night.

“…Ditzy,” Twilight Sparkle said quietly, “how are you—?”

And then the flapping wings and rustling feathers came back before hooves alighted upon the earth. “Special delivery!” announced another Ditzy Doo who came up beside the first, carrying yet another package.

“Aw yeah, now we’re really cooking!” Pinkie Pie said, now standing next to Twilight Sparkle in the doorway. She rubbed two opposing palms together while another hand gestured to the matching mailponies. “How about you all just come on inside and drop these off!”

“Sure thing!” the Ditzy Doos said happily, and naught but a moment after they stepped forward there came another voice calling out “Special delivery!”

“Here, Cupsy, help me clear out some space for these!”

“P-Pinkie, how many deliveries did you get?!”

“Special delivery!”

“Oh, you know, just a few knick-knacks and party favors, I needed some new gimmicks to spice things up!”

Sugarcube Corner was now filling up with Ditzy Doos and varying sizes of cardboard boxes in addition to cum-inflated balloons.

Twilight Sparkle thought she heard something snap inside her head while her breath whooshed loudly in her ears.

“Twilight, dear, it’s alright, you need to breathe!”

“Special delivery!”

“Hey, Twiggles, can you lend us a hand with this? Or a horn?”

Her forehead was aching. Her horn was aching. The numb was gone. Magic channeled through her.

“Special delivery!”

“Special delivery!”

“Special delivery!”

Twilight Sparkle shrieked, and her horn crackled with energy, casting a bright glow all around her.

Then there was a flash and a pop and she was gone.

Mrs. Cake stared at the spot where she had been standing, eyes wide, aghast. “Is…is she going to be alright?”

Pinkie Pie turned away from surveying the line of Ditzy Doos filing into the building, and she scoffed and waved a hand. “She’ll be fine, she’s been through way worse than this.” Then she casually went back to stroking at her groin and a low groan escaped her throat. “Oh, yeah, that’s the good stuff.”

= = = = =

“Gah!”

Big McIntosh stopped when he heard Octavia cry out, and he was quick to turn back and put his attention upon her. Apple Bloom, similarly, had already come to her side, offering a consoling caress to the grey mare’s back and shoulders. This was not the first time such an interruption had occurred, as the scuffs on her knees and arms attested to. The two Apple siblings had been running for more than a mile since leaving the farm without showing much exhaustion, but the musician looked like she had been pushing herself for an even longer distance, shaking and trembling and gasping for breath.

“Are you alright?” he asked, the same question every time, cautious, stalwart.

Octavia wheezed a few indecisive syllables. She winced and clenched her jaw and screwed her eyes shut as her shoulders heaved. The sobs still couldn’t be repressed entirely. He couldn’t be sure whether it was terror getting the better of her or if pride was keeping her from admitting her weakness. Quite possibly both. “I…I don’t know,” she whimpered, and she clutched at her middle, “I just…I feel ill…I’m sick to my stomach…”

“We should stop and find shelter somewhere so you can rest,” Big McIntosh said grimly. He didn’t think about the town emergency meeting, or about Twilight Sparkle. She could handle herself, of that much he was certain.

“N-no!” she snapped, eyes wild as she turned to face him, to stare pleadingly, “You d-don’t know who’s in any of these h-h-houses! Wh-what if you knock on the door and it’s…them?!”

The red stallion bit his lip and sucked in a breath through his teeth, but he didn’t object. They were at a crossroads, and the houses at each of the four corners appeared equally innocuous, quiet and dark. There was no way to be sure what might await them if they knocked on one of those doors. It could be nothing at all. It could be ponies cowering in fear. It could be an avalanche of flesh poised to engulf all of them.

Sounds approaching. A group of charging toward the intersection, mostly screaming shrilly in their panic. Distantly, loud thumps of hoofsteps far heavier than they should have been.

Octavia whispered something that could barely be heard over the noise.

“What’s that?” Apple Bloom asked, leaning over and gently holding her by the shoulders.

“What if…it’s happening?” she repeated, forcing out the words.

Big McIntosh bristled, but the younger sibling still didn’t understand. “What d’you mean? What’s happenin’?”

“It…it!” Octavia said emphatically, and when she looked up again there were fresh tears lining her cheeks. “It’s t-turning…me…into one of them!”

Apple Bloom gasped and backed away with a flinch, a sudden motion that might not have been the most reassuring reaction in this moment, but Big McIntosh quickly seized the opening and bore down, grasping her in his far steelier grip. “You’re fine,” he said quietly and firmly, staring right into her mulberry eyes even as she squirmed, “you’re just stressed and winded, you need to rest.”

“How can you know that?!” she shot back at him, and she pushed against his chest, but he was nigh-immovable. “We don’t know what’s causing this! I got mare spunk all over me, I have to be infected! You…you’d be better off without—”

“Hey, look out!” Apple Bloom’s cry rang out from the side, but it didn’t seem to be directed at them.

The multicolored throng of some dozen ponies had come by them, heading in the same direction that they had been. They ran forward only to discover that something else had come into the intersection at the same time. It was a huge, swollen, rotund shape, hobbling and bobbing. The illumination around them was too dim to decisively identify much beyond the mottled blend of colors, creamy yellow and vivid and muted shades of pink mixing together like sherbet ice cream, the silhouette towering over the smaller ponies. Chaos erupted as the ponies screamed anew and scattered, rushing to get out of the way, tripping over themselves and each other in the process, parents carrying or pulling along wailing foals. Big McIntosh moved to position himself in front of the two mares for protection; it was too late to try to hide.

The distended mass, for its part, didn’t seem to particularly take notice of any of the ponies in front of it as they ran about like decapitated chickens, or the three who were huddled at the side of the road. It kept on shambling forward—its gait seemed awkward and uneven on account of having four legs supporting its weight. There were three separate extremities rising out from the top where the shoulders were.

Voices projected into the night.

“Oh, I heard that Roma might be having a discount today!”

“Really? She’s always such a bit-pincher, she never lets anypony haggle with her!”

“Everypony has to take it easy sometimes!”

There seemed to be a third voice, but it was too muffled to parse, syllables wet and sputtering.

“Yeah, if she’s really stubborn we can always offer alternative payment!”

Carefree laughter drowned out the commotion of the town as the conjoined mass left the crossing behind and continued on its path—as long as it was away from the town hall, that was all that mattered.

“…Come on, let’s get goin’,” Big McIntosh muttered once their surroundings seemed calm again.

Apple Bloom stood, and she cautiously looked around them for any sign of activity while the stallion knelt over Octavia. The mare didn’t vocally object but still remained huddled on the ground, shaking and silently sobbing. After a few prolonged seconds of this, he sighed and extended his arms, and she gasped as he lifted her, effortlessly welcomed into the embrace of his burly arms, balanced in a bridal position. “We’re not leavin’ anypony behind,” he said quietly as he rose to his hooves, “just stay strong and have faith in Twilight. She’s gonna figure somethin’ out.”

Once he had gathered himself and made sure that Octavia was comfortable, they resumed their progress toward the center of Ponyville. Big McIntosh didn’t think about how he barely knew the pony he was carrying, only the passing familiarity that came with most ponies living in bigger country towns, all that mattered was that she was hurt—more emotionally than physically—and she needed his help. She may not have been family, but that didn’t mean she was any less important to keep safe. He wasn’t going to lose her. He didn’t want to have to—

“Big Mac?”

He blinked. He had stopped in place. Apple Bloom was a few paces ahead of him, looking back worriedly. He was still carrying Octavia, and she blearily gazed at his face.

“Somethin’ wrong?” his sister asked warily.

“N…nope,” he muttered back, and he started to walk again, and they both continued on their path.

But there was something wrong.

Or there wasn’t.

No—it was that there wasn’t something wrong that was wrong in itself. He knew he had felt it, just for a moment, a pang of hurt, welling up deep from within. Then, just as quickly, it had been snuffed out, debris snatched up in a gust of wind, and he couldn’t for the life of him remember what it had been. All he knew was that it was supposed to be important.

It should have been something he could never forget.

But there was nothing that could be done about it now. All he could do was move forward.

Author's Note

It's us and them, Twilight.

Octavia was another unexpected addition that I had to try to adapt to on the fly, to mixed results. Also struggling with my urge of "always include full name of pony in narration" because Octavia Melody is so much of a mouthful. Or textful.

I think that at some point I was going to have Pinkie Pie be more distinctly lucid because her corruption was relatively minor, because she's already used to having to cope with her pain, but that got downplayed.

A lot of these side characters don't get shown in much detail because it's supposed to get that vibe of a monster that's lurking around the corner and only ever appears in dimly lit brief glimpses.

In the past year or so I had decided to wholly commit to Ditzy Doo instead of Derpy Hooves.

I believe this was written around the time we got art of Veraloetus for the Decaverse so I had big merging stuff on the mind.

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