…

…

…Twilight Sparkle wasn’t supposed to be here.

She didn’t know where she was supposed to be, but it definitely wasn’t here.

Then again, the problem lay exactly therein in all likelihood. She should have known better than to teleport without a proper end point in mind. It was an amateur mistake.

Usually, though, that had the effect of depositing one in a wildly unfavorable location, be it dozens of feet in the air or buried underground. It was much rarer to have a teleportation that simply didn’t go through all the way.

Twilight Sparkle drifted through the nothingness around her. Black surrounded her in all directions, dark and impenetrable. She thought she discerned faint wisps of grey, the aged dust of reality, but any time she tried to focus on those motes they dissipated and faded into the ether. She couldn’t bring herself to move. If her knowledge and theories were correct, it was likely that time didn’t exist here, and without one second elapsing to the next it would be impossible even to fire the synapses necessary for movement. If that was the case, though, then she wouldn’t have even been able to think either.

Unicorn scholars have long debated on the exact nature of teleportation. Though a number of ponies today were capable of using it, it was old magic, its origins long lost, and so it could only be understood in the form of the impressions that had been passed down through the ages. Some believed that it was a matter of the compression of distance from one point to the other. Some asserted that it involved the conversion of the body into energy which could be directed to another destination. There were a few who supposed that it didn’t involve movement at all and instead spontaneously created a perfect clone of the caster at the arrival point while completely destroying the original. This theory was substantially less popular.

As a pony proficient with virtually all forms of magic, Twilight Sparkle had learned teleportation early on in her life and been making liberal use of it ever since. She’d had more than sufficient time to be able to absorb the intricacies of the experience that came with winking in and out of existence from one spot to another. It had been almost unnoticeable at first, but over the years she had accrued more and more imprints of that singular instant that occurred in the span within. That space that existed just behind the curtain of reality, empty and immaterial and dark.

The Between, as she had come to think of it. It was a place outside the material plane that ponies of Equestria were familiar with. Theoretically, there shouldn’t be anything to worry about. She imagined that nothing existed in the Between, that it was simply a transitory space. There would be no threat to her here.

But there was nothing at all.

Every (hypothetical) second that went by was another second longer than she had ever observed the Between before. It was also a second longer than she would have ever wished to do so. The dark and the dust were oppressive in their omnipresence.

There was a sound. Rushing air, bellows blowing in and out. Breathing. She might have suspected it to be her own, but it was far too loud, echoing all around her. It also wasn’t nearly panicked enough.

Magic. Spark. Escape.

But more than her horn felt numb now. Everything seemed dull and distant. There was no weight, no proximity. The sensations of her body were stretched out, nervous system unfurled over a span of miles. Every part of her was laid bare for examination.

(examination by whom?)

Stay calm. Nothing would get done by losing calm.

Nothing could be done anyway.

The pony mustered her concentration. She would need every iota of her cognition to think of how to escape her present surroundings. While that eluded her for the time being, she had just enough lucidity to ponder her remaining questions. They were much the same, as was the information that she had gathered up until this point.

Why was this happening? What was it, exactly, this plague? How was it propagating, and how could she stop it?

How many transformed individuals did she know of? Ditzy Doo, Pinkie Pie, Thunderlane, Raindrops, Caramel, Berry Punch, Bon Bon, Vinyl Scratch, Granny Smith, Applejack, Fluttershy. To say nothing of those she hadn’t had the opportunity to identify. Any other ponies within the central neighborhoods of Ponyville who had been contributing to that commotion in the streets. Whoever (or whatever) had left those hoofprints outside Fluttershy’s cottage.

And Spike.

Inwardly, Twilight Sparkle was biting her lip.

What did she know about the victims that she had seen thus far?

Spike…he had seemed largely disinterested in anything beyond his own pleasure. She had at first thought it not unlike the greed-induced spontaneous growth spurt he had experienced when he was younger.

Fluttershy…eager to be around other ponies. The polar opposite of how she normally was. What that interaction might entail, though, she didn’t want to entertain.

Applejack…soft, affectionate, maternal. Less overtly sexual. The implications of her pregnancy were another detail best left on the side for now.

Granny Smith…younger, implausibly. Eager to lend a helping hand. Perhaps she had wanted to be that way for a long time.

Pinkie Pie and Ditzy Doo…somehow, not so different from their normal selves on a fundamental level. The same kind, bright, helpful ponies. Only…distorted.

Physical changes were all across the spectrum. The enlargement of erogenous regions. The addition of anatomy that shouldn’t have been present. Unnatural physical functions. Replacement of organic composition. Duplication.

Colors—stains of purple and blue splashed across the world she was so accustomed to.

Lips.

She didn’t like how that image lingered in her mind, or how inviting it seemed. Wet, soft, puckering, smacking, smothering.

This still left her no closer to understanding what the correlation was. The sample size she was working with was too narrow to identify much of a connection from one instance to the next.

It certainly didn’t make the solution any more evident either.

For the time being, she was still unaffected. It seemed as if the infection wasn’t spread through physical contact, if she still hadn’t shown any symptoms after touching three of her corrupted friends. Or was it possible that she was immune somehow? Could it be that alicorns were immune? Without Spike’s assistance she had no means of contacting the other princesses to see how they were faring. She didn’t especially want to rely upon that remote possibility anyway.

What might any of them have been able to tell her if she’d taken the opportunity to grill them for more information? Was there even a remote possibility that there was something she hadn’t been told? In their own way, each one had been wrapped up in their own little world, detached from reality. If they even were aware of what had befallen them and how it had happened, it seemed as if they were incapable of relaying those details.

They only saw what they wanted to see.

Only what they want.

Want.

But why would—

“You crave satisfaction.”

Twilight Sparkle looked forward—no, she looked the same way she always had. Now she was simply properly focusing on her sense of vision. What she could observe of the void of Between was still the same it had always been. The dark murk surrounded her in all directions, inescapable.

There was something out there.

Her magic remained ineffective. She couldn’t summon even the weakest spark to her aid. No offense, no defense. No teleportation. Her body was still equally useless. Even wiggling her fingers was beyond her.

(get out get out get out get out get)

“Your inklings are unnecessary.”

The whooshing breath around her intensified. It was like a dragon rearing up and looming over her head, the noxious death stench of its lungs washing over her, threatening to snuff her out with a single eruption.

Why go to that effort when all he had to do was lean forward and smother her with a kiss, crush her until all her life force was gone?

(no not Spike not Spike not Spike)

There was a loud reverberation, a wave that shook through her. The dark swirled and churned.

“I won’t let you take them!” Twilight Sparkle screamed inside her head.

The Between had no answer for her.

This wasn’t the Between’s doing. This realm was nothing. It was incapable of thoughts or impetus, and it had no inhabitants. There was something else within it aside from her.

It was approaching.

The shape was almost indistinguishable from the darkness that surrounded it. It was only in its movement that it could be discerned. A black too purposeful in its shifting to be the wispy scraps of void matter that were everywhere else. Like a storm cloud rolling in over the horizon, it billowed closer and closer. Dimly, she could see light within its mass, flashes of violet lightning ready to lash out.

“Consume the chains that seek to bind you.”

Shadowy appendages extended from the immaterial shape and reached toward Twilight Sparkle. There was nothing she could do to avoid them, only cry and curse in her mind. They touched her, gently, brushing against her fur, soft like silk and yet oily, greasy, as if coating her in its otherworldly filth. Voices murmured around her, and she felt as if she was being appraised by some voyeuristic entity. It was examining every facet of her.

The pony wanted to believe that she was crying. It was a crime that she wasn’t allowed even that luxury.

“Help me…please…!” Her very thoughts were whimpering as the dark encircled her, engulfed her, swallowed her. “Anypony…anypony!”

“Twilight.”

She stumbled. She was standing on her hooves again, however shakily. She could move. She could feel.

But she still wasn’t in reality. The dark of the Between had been replaced with a space that was even darker still. The air felt heavy and thick in her lungs, as if she was trying to breathe water. She had fallen deeper into nothingness. Or maybe this was something even worse than nothing.

Her magic still wouldn’t answer her.

“Twilight.”

That voice was—

She whirled about. There was something of concrete substance in the black now. It was a tall, rounded object, an ornate, gilded frame with a glassy center. A mirror. A faint emerald light emanated from within. Twilight Sparkle had enough experience with enchanted mirrors to suspect that this might be the escape she was hoping for, but it was the voice that enticed her most of all. She started forward, moving languidly despite her urgency, as if in slow motion, and the distance between her and the mirror shrank in agonizingly small increments.

“Hello?!” she called out desperately as she came close enough to peer into the glass. She could scarcely hear her own voice, the words muffled and buried, the sound seeming to come from far below, rumbling up through her hooves, instead of her mouth.

She stared into the green light.

Gravity tilted. She plunged face-first into water. Salt filled her nostrils and burned at her eyes.

“Careful, Twilight.”

Twilight Sparkle was being very careful. She had never been more careful in her entire life. It was of the utmost importance to be careful when one was covered in writhing snakes. The slithering reptiles coiled around her arms and shoulders, rested upon the branching limbs of her wings and worked their way down her torso. She had expected it to be mortifying, and it was, but what was most troublesome was the way their hissing tongues tickled at her where they touched, especially one adventurous snake who seemed to be trying to whisper something into her ear. There was a strange disconnect of wanting to laugh even though her skin was crawling.

“C-c-can’t I…j-just…l-levitate them, Fluttersh-shy?” she asked, her chest rising and falling rapidly as she stifled the urge to break out into a fit of giggles despite her terror.

“I’m sorry, but they really prefer to be in contact with something, I don’t want to frighten them,” Fluttershy said apologetically. She was bent down low to the ground as she reached one arm into a hole in the side of a grassy knoll, raking out dead leaves and other detritus that had built up within.

This had already happened. Twilight Sparkle remembered that this was not long ago. Fluttershy had called her over to assist with cleaning up some of her animal homes, and she had been all too willing to oblige. Granted, that was before she had known exactly what it was going to entail. All the same, time spent with her friends was rarely time wasted.

The impulses were the same, and they came automatically. She couldn’t bring herself to take any actions that she hadn’t already made on that day. She couldn’t coerce herself to take a seat, to perhaps give the snakes some space to coil up in her lap, no matter how much she wanted to. She was trapped as an observer within her own body.

The pegasus pressed her face right up against the dirt for several seconds before she backed away, brushing herself off as she stood up. The grime remained in her fur and mane, but that didn’t seem to especially deter her. “Alright, that’s all done, darlings,” she cooed gently as she held out her arms, hands touching the other mare’s, “come to me now, Auntie Twilight’s had enough.” The snakes obediently relented in their torment of the alicorn and one by one they slithered away into the welcoming embrace of their caretaker. She accepted them wrapping around her without any hesitation.

“Gosh, Fluttershy, you still amaze me with how easy it is for you to handle animals like this,” Twilight Sparkle said with gentle reverence once she was free of snakes and able to sufficiently calm down.

“Oh, it’s not that hard,” Fluttershy responded with a bashful chuckle, her cheeks reddening slightly. She was just about covered in the snakes now, but she didn’t show the slightest hint of alarm. “I just think of it as a pleasant massage. It’s so much easier than being around other ponies. I couldn’t possibly imagine being the center of attention like you are right now.”

“Ha…yeah, I guess I’m kind of having a hard time with that myself,” she admitted, absentmindedly scratching her head. The big coronation was months away, but she still had to participate in numerous official functions in preparation for the duties that were soon going to be placed upon her. It was more rigorous than any of the events she’d had to attend in the years before now, when she was merely a student to the crown, one of many savers of Equestria. She started to move her mouth, to ask a question that she already knew the answer to. “Do you…think I’m ready for this, Fluttershy?”

Fluttershy stilled as she turned her focus to Twilight Sparkle, her face thoughtful. Slowly she smiled, her eyes warm. “I’m sure you can handle it, Twilight, you’ve always been the most capable of us.”

Her eyes flickered. Teal irises swallowed up by pools of black. Pupils turned to pulsing red hearts.

“I think you’re ready to—”

The mare’s shirt bulged over the right side of her chest, cloth straining and then tearing, holes showing yellow-furred flesh underneath, until at last the garment burst and revealed a swollen breast the size of a weather balloon. “—suck my fat marecock,” finished the puffy lips sprouting from where the nipple should have been.

The crotch of her pants bulged next, distending grotesquely before splitting apart, and from within sprang out a colossal, throbbing length of meat. Swollen balls bobbed as they came to a rest below her knees. At this distance, the flared tip came to a stop pointing directly at the other mare’s chest. She could see right down the gaping urethra as pre started to come gushing from it.

“Stop,” Twilight Sparkle said in her head, but she was frozen again, unable to deviate from the script of her own warped memories.

Fluttershy remained still as the rest of her body bloated and mutated. The other breast filled out with a pop, tearing her shirt away entirely. Her hips and thighs flared out dramatically to either side and her pants split in twain. She didn’t even show any sign of alarm as her lips inflated like balloons, spontaneously coating themselves in fuchsia gloss, until all view of her face had been completely obliterated. Her snakes were equally unfazed, eagerly coiling all around their new environment, squeezing in between her breasts and slithering along her penis.

She laboriously took a step forward, and her buoyant assets jiggled like a bobblehead. A muffled, crooning sound rose from her throat while her nipples spoke for her. “It’s so much better this way, Twilight. I’ve never been happier. I’ve never been so alive.”

The alicorn was screaming silently, unable to do anything as that wall of meat approached ceaselessly.

“Let’s go into town together, Twilight. Let’s have our way with Ponyville. Let’s show them all how beautiful we are.”

“I’m not like you!” She thought she felt moisture on her cheek. Her head was throbbing. Her horn was burning. “You can’t take me or my friends! I won’t let you!”

“If you say so, Twi.”

Twilight Sparkle’s confusion was immediately overtaken by a pull on her back and shoulders. The weight threatened to force her to the ground. She had to fight to keep her balance, to maintain her posture. She was desperately clutching something against her middle, with no understanding other than that she wasn’t supposed to drop it. It was several seconds before she had gathered enough of her senses to stand up straight and withstand the burden upon her, and she saw that it was a heavy wooden basket full of apples. The smell of the fruit, of earth and nature, was all around her, far stronger than it had been moments ago in the hills by Fluttershy’s house.

No, not moments ago. That had been days before this memory.

“I can lend you a hand if you want, sugarcube,” Applejack said with an amused snort. She effortlessly carried her own basket, even as she shifted it to be tucked against her side, held up by a single arm. “Dunno why you don’t jus’ use your fancypants magic. Hay, you’d get this done way faster than I could.” She laughed again and smirked, her grin bright and sunny. “Too bad you’re already Princess of Friendship, you could’ve been the Princess of Apples.”

“I know, but I’d rather…do this the way you do it,” Twilight Sparkle grunted, trying to smile and laugh back, even as in her head she wanted nothing more than to scream “We need to get out of here! Applejack, please, listen to me! You’re in danger! Something awful is happening!”

“Aw, you’re too bashful for your own good, Twi,” Applejack mused, and she reached out to place her free hand on the purple mare’s shoulder. Her touch was warm and buzzing. Numbness spread through her. “Won’t do you a lick of good if you stay all skittish like this, y’all gotta—”

She blinked and her eyes darkened, and mid-sentence her pitch and accent shifted. “—indulge in a hearty meal from Mama Applejack!”

There was a pop as plump lips sprouted from the earth pony’s muzzle and the tie holding her hair snapped, letting the blonde tresses unfurl far past her shoulders. The rigid structure of her muscles receded, buried beneath doughy plumpness, her figure giving way to rotundity. Her pants split apart under the burgeoning girth of her legs while her shirt rode up over the bulk of her midsection before finally shredding completely. A gut bloomed into being, hanging far past her waist and pushing out until it nearly completely eclipsed her.

“Now c’mere, you.” Applejack gave an alarmingly good-natured laugh as she held onto Twilight Sparkle with her iron grip and pulled her closer to her bloated bulk. From the other side of her body, a hand rose up, now holding not the basket of apples but a steaming hot pie. “Y’all best get some grub in your gut before you go out on the town with Flutters!”

“NO!”

“Oh, silly me, that’s right.” The motion stopped, and for a moment Twilight Sparkle thought she might have gotten through. “You’ve been out in the sun so long, you need some nice refreshin’ milk first!” Then the pulling resumed, and now the alicorn was being directed toward one of the orange mare’s heavy breasts, trickles of white leaking from the nipple. “Drink up, hon!”

As Twilight Sparkle tilted forward, her grip on the basket slipped. It clattered to the ground and apples spilled everywhere. The tapping of each impact rapped against her brain.

“Don’t…please don’t…please—”

“Oopsie!”

A bump against her rear knocked her over. She landed not against warm flesh, however, but cushy air-filled rubber. She knew from memory that this was keeping her from falling face-first against the floor.

“See, I told you there was a reason I kept those old balloons out!” Pinkie Pie’s singsong voice came from behind and above her somewhere. “Gotta have insurance when I’ve got a royal klutz coming over!”

Twilight Sparkle laughed sardonically even though all she wanted to do was weep, and that she wasn’t able to do so just made it worse. “No more…no more…I’m begging you…!”

There was a series of noises that then accompanied the clopping of hoofsteps. A number of pops. The fwoosh of air filling an enclosed space. An exaggerated elastic sproing that reverberated for several seconds. “If you say so, Twiggles,” Pinkie Pie said in that disturbingly ordinary tone, “but you’re not going to get anywhere if you just keep running away. You gotta face this head-on, no matter what you might have to give up in the process.”

A jolt. The change was almost imperceptible. It was most noticeable in how Twilight Sparkle no longer felt herself burdened by the preordained motions of her past. She was now free to do as she wished, and she was quick to collapse to the ground and sob.

“How…how am I supposed to face this?” she whimpered. “I can’t…not…not without…”

Crack.

She didn’t want to look. She didn’t want to be hurt even more. Alas, she wasn’t met with much other recourse.

The black of the void surrounded her again. The impenetrable curtain of dark stretched in every direction. There was only one thing to see, directly behind where she lay hunched on the immaterial ground. It was a pedestal of ornate carved marble, remarkably out of place given its surroundings. Upon it was perched a purple spotted egg—far too large to be any typical bird or reptile. A dragon egg.

“No,” Twilight Sparkle said breathlessly.

Seams appeared in the surface of the purple shell, crisscrossing and intersecting with each other.

“Stop.” She shivered and stumbled, limbs giving out beneath her, unable to decide between trying to stand up or crawling forward.

The egg trembled, rocking from side to side, and as holes formed it could be seen that there was something moving inside.

“Leave him alone!” she cried with as much force as she could muster, and as she clawed at the ground it almost felt as if her nails were digging through the ethereal surface.

But there was nothing she could have done.

The eggshell fell away, and like an explosion a surge of purple and blue emerged, far larger than the container should have held. Huge arms reached out and clutched at the floor for support, claws sinking into the black. A swollen mass—two, rather; two breasts that were each like boulders—filled the space between, spreading out in an avalanche of scaled flesh. The engorged girth wobbled and shook as broad frilled wings spread out from behind the shoulders and a head rose up on a long neck. A long, thin tongue emerged to lap at amethyst lips as emerald eyes stared down at the prone mare.

“Twily, you’ve been gone for sooo long,” Spike said in a low, guttural moan, “why can’t we have a little chat? I just can’t wait to show you what I’m really capable of.” He seemed to rotate his pelvis forward, as from between his breasts there emerged a pair of erect shafts, even a single one large enough to smother the pony.

But Twilight Sparkle didn’t wait to see what he was capable of. She didn’t have the slightest hint of desire for that. She turned around and scrabbled to her hooves and ran. Spike continued to call after her, but she didn’t dare turn around, even to see whether or not he was giving chase. The gasping of her breath filled her ears, and the noise blended together cacophonously. It wasn’t quite enough to drown out the voices.

“Swollen and saturated.”

“It comes again and again and again.”

“They clamor for your reprise.”

“Seeds sprout and take root.”

“Let passion guide you.”

There was a great screaming howl building in her throat. Her whole body resounded with rage and despair. The air crackled.

Words flashed through her.

“—you must—memories—or else you will—”

Pop.

There was cool grass and earth under Twilight Sparkle’s hooves.

The shock prompted her to stop abruptly, but her momentum remained, carrying her forward. She tumbled over herself, scuffing her knees and then her hands and elbows when she tried to catch herself. Her wings automatically clamped hard against her back, lowering the risk of getting overextended and damaged. Her face slammed hard and her horn jammed and dirt filled her nostrils for an instant before she rolled over and came to a stop.

Her chest heaved with choking sobs, but, despite the ache and the agony and the appalling terror, as her limbs spread out around her and her fingers felt the greenery and soil, she was thankful enough to nearly forget everything else that was happening, however briefly. Existing in a proper plane of reality had never felt so pleasant.

It was some time before Twilight Sparkle had the strength and will necessary to calm herself and rise into a sitting position. Her cheeks continued to burn as tears streaked over them like rivulets of acid, but she had her breathing under control. She brushed the indigo curtain of her mane out of her eyes, fingers kneading harshly into her forehead and scalp at the same time.

No more teleportation for the rest of the night if she could help it.

She looked around herself. She was sitting in a field, and to her right she could see the buildings of Ponyville. It didn’t look like any of the structures that she had seen on the approach from Sweet Apple Acres. She thought that she saw the low, long shape of the train station, which meant that she was on the east side of town.

There was no way to be sure exactly how much time had elapsed just now. Seconds, minutes, hours, days. Dealing with other dimensions, especially the ones that didn’t involve the passage of time, was tricky. It was still night, the moon high in the sky. She regretted that she hadn’t paid more attention to the positions of the stars before.

Then there was a sound that she heard, peeling out into the sky: the loud BONG-BONG of the town bell ringing. That told her two things simultaneously. It was a simple matter of running a few equations for her to gauge how far she must be from the sound and how long it would take her to get to the town square where she could reunite with Big McIntosh and the others. It also told her that she probably hadn’t been waylaid for too long after all if the emergency call was still ongoing.

“Okay,” the alicorn muttered as her wings unfurled, “no more time to waste.”

She flapped once, only to then give pause.

Twilight Sparkle now noticed something, her back having been facing toward it previously. There was a shape resting upon a hill not too far away. It was large enough that it certainly had to be a building, but its shape at this distance was unusual. From what she could remember of Ponyville, though, even with her present nebulous positioning, there shouldn’t have been any such building standing here. She looked back toward town and ground her teeth before turning away. Her horn sparked—the feeling of magic flowing through her once more was also welcome—before releasing a bright magenta plume that flew up into the air in a wide arc, casting its illumination over the errant structure.

The light didn’t help much with identifying what she was looking at. A tall, thin, slightly lopsided structure surrounded by a carpet of sorts that spread over the grass. It was primarily a pale white color with a few muddy streaks of color splashed across it, glistening faintly—it reminded her uncomfortably of the gelatinous form of Bon Bon mashed against the side of Sugarcube Corner. Like a tower made of ice cream that had started to melt on a hot summer day, except it was still night and not nearly warm enough for that.

Yet there was something about this that struck Twilight Sparkle as alarmingly familiar. What got her attention the most was the top of the structure, which didn’t appear to be as heavily deteriorated. The fluffy white swirls and volute-topped columns supporting the domed roof appeared distinctly in the style of Cloudsdale cloud houses, and the number of those in the vicinity of Ponyville could be counted on one hand. Normally, though, they would be floating in the air just as easily as any other cloud structure, and she had never heard of any phenomenon which would cause clouds to…melt. Oversaturating them with rain would make them heavy and cause them to sink in a manner like this, but not destabilize them to such an extent.

Twilight Sparkle had already started to jog across the distance even though every fiber of her being wanted to turn away and head back to Ponyville. She was certain that there was no way this was going to end well, whatever it was that awaited her inside. As the melting cloud house came to loom over her, however, she knew that it was of the utmost importance that she investigate it.

And she remembered what Pinkie Pie—or, rather, the conjured image of a perverted parody of Pinkie Pie—had said. “I can’t run away,” she muttered to herself, no matter how much she wanted to do exactly that.

So, her gaze turned down from the high roof of the milky building and instead to the ground floor (which was now actually on the ground instead of floating in the air). There was some vague semblance of a doorway, an opening in the cloud that had started to list, crooked. Before that, though, there was the carpet of white interspersed with rainbow streaks that spread out from the central mass like drift of snow that had its surface glazed over into ice, coming to a stop just a couple paces from where she now stood.

Twilight Sparkle had plenty of experience with walking on clouds, even before she became an alicorn. She was used to what it felt like to walk on a material that wasn’t entirely physical. At first it had been disconcerting as she took steps and her hooves sank into the cushy surface, leaving the worry that maybe she was going to sink through, that her cloudwalking spell hadn’t worked. In time, though, that became easy to forget, and she could welcome the pleasant texture of the softest material known to Equestria.

She thought, knowing that, that she would be prepared for what was to come.

Instead her hoof came down on the white and plunged through the surface with a squelch and she was met with what she would come to think of as the most unpleasant sensation she had ever experienced in her life.

It was slimy. It was sticky. And, worst of all, it was warm. It was like wading into the murk of a bog. The alicorn was hardly hoof-deep and it already made her want to turn back. She stifled the urge to make her discomfort known—even if there was nopony present to hear it—and she continued forward.

There seemed to be some amount of tension that remained, as her hooves began to find purchase not on the smothered grass beneath but the concentrated internal mass of the cloud. Still, by the time she had reached the doorway, she was sloshing her way through gunk that nearly came up to her knees. Every step was a chore, the mire eagerly making an effort to keep her locked in place, almost like it was actually glue. Splotches of white and blended color had started to cling to her nightgown.

Perhaps she ought to have just flown up to the top floor to inspect the bedroom directly. For better or worse, she couldn’t resist the urge to be thorough in any kind of investigation. Or it might have been a symptom of her terrestrial impulses lingering from a long life of being a non-winged pony.

A smell was growing increasingly apparent as well. Bitter, heady. It spoke to some primal instinct at the back of Twilight Sparkle’s mind, but she couldn’t identify it.

It grew all the more intense, however, as she ducked through the slanted opening and entered the cloud house. There was something partially embedded in front of her: the wooden panel of the front door that should have been resting in the frame, as if something had broken in and knocked it loose. Any other furnishings that were inside the circular living room appeared to be in a similar state, chairs and tables and a couch all partially sunken into the floor. Her stomach sank with each object that she recognized.

The splashing of her hooves was more pronounced, it seemed, a layer of liquid resting on top of the mushy cloud material inside the building. And there was a steady dripping sound all around her, the kind that was indicative of a leaky roof during a rainstorm. In the magenta illumination provided by her horn, she could see more droplets of the pervasive fluid dropping from the ceiling, which was bowing downward to an unsettling degree, as if ready to tear open and let the contents of the second floor tumble down. Where the cloud material was mixed with swirls of color, the gathering puddle of liquid was primarily made up of a blurred rainbow mixture, gleaming like oil slick. She knew that many cloud houses used rainbow as part of their design as well—could it have spilled into the cloud material and caused this to happen?

There was something strangely hypnotic about looking at that shimmering surface as the glow from her horn cast upon it.

(that smell…)

Twilight Sparkle worked up her courage and fought to speak the words that were lingering at the forefront of her mind. “Rainbow Dash?”

There was no verbal response, and there was no sound of movement in the house other than the continued dripping and splashing. It was almost preferable to not get any acknowledgment or confirmation, though she might not want to admit it.

But as her ears flicked toward the stairs, she thought she heard something distinct: low, protracted, guttural breathing. The sound of snoring. The occupant of this house was still asleep even as it flooded and fell apart around them. It struck her as ironic that that might have been one of the least unbelievable notions to occur to her that night.

She also heard her own heart pounding in her chest as she sloshed her way toward the stairwell. The interior of a cloud house was supposed to be more carefully sculpted and compacted, to such an extent that one might think it closer to polished marble at first glance, but like everything else the stairs had deteriorated. A muddied river of rainbow carrying irregular wispy fragments of cloud trickled down the steps, sunken around the middle, a process of erosion that should have taken years. Twilight Sparkle very much didn’t want to slip and get a faceful of the stuff, but the banister on the side of the curving path wasn’t in much better condition and looked like it might fall to pieces if she put too much weight on it. She consciously kept her trembling wings folded tight against her back while she ascended so that they wouldn’t unfurl and brush against the sides of the passage, every step careful and deliberate.

The next landing opened up on a small dining room which led to a kitchen. Or, at least, that was what it was supposed to look like. The dividing wall that separated the two rooms had partially collapsed. The alicorn could now see the other side of the ceiling below, a floor which was now filled with a pool of rainbow, furniture slipping toward the center and bobbing on the surface of the liquid. The dripping was more intense on this floor, the next ceiling also curved and bulging. Not merely convex, though—there was a curious protruding indentation in its surface, and it was around there that the condensation of liquid was heaviest.

Twilight Sparkle thought that she ought to understand what was happening at this point, but she felt a fog over her mind, indecision and uncertainty and a thousand different questions bogging her down.

(what is that smell?)

It seemed clear that there wasn’t going to be anything to find on this floor. The next set of stairs was still mushy but not as damp. There was no cascade of liquid here. This could likely be attributed to the same reason that the top floor had appeared visibly less affected from her view of the house’s exterior.

Despite it being easier to make the climb, though, she felt far more hesitant in her approach. Each step seemed to take her longer than the last, until eventually she found herself stuck at the halfway point. She was just shy of being able to see over the edge where the stairwell opened up onto the next floor. She might have wanted to believe that her hooves had become rooted in place by the cloudy mire. Really, though, it was just her own reluctance.

That same cacophonous snoring rang out again.

Ignoring her continued desire to have no such involvement, Twilight Sparkle called once again. “Rainbow?”

No response.

She clutched the banister. Despite being loath to avoid any such contact, she leaned her back against the wall, anxious for even the meagerest form of support. The uncomfortable, indescribable damp matted her feathers and seeped into her nightgown and fur. She steeled herself, willing her breathing to steady once more. A half-hearted attempt, but it was the best she could manage. “Head-on…” she muttered under her breath, “head-on…”

There wasn’t going to be any escape from this. She could already guess that nothing good was going to await her at the top of these stairs, no matter how much she wanted to believe otherwise. She was all the more alone. There was nothing that could be done about that. All she had to do was continue moving forward.

At the edges of the illumination provided by her horn’s light, the shadows stilled imperceptibly.

Twilight Sparkle climbed the final few steps up into Rainbow Dash’s bedroom.

It wasn’t in much more of a state of disarray than she had typically known it to be. Here the walls and ceiling appeared to be the consistency that they were supposed to be, smooth and ornate, with the same old Wonderbolts and Daring Do posters. The floor, though, was also starting to sink, but this time she was able to see the source of this, the explanation for everything. Despite all her efforts to keep it from happening, she felt her heart freeze up at the sight before her.

It mightn’t have come as much of a surprise that Rainbow Dash had managed to sleep through all this. The blue pegasus could sleep through a thunderstorm if she so chose to (to be fair, it would often be because she had been exhausted after having to work to make the storm in the first place). She would sometimes fall asleep in the middle of her own lectures for the school. The alicorn had pondered if it was an unconscious instinctual response to hearing a voice—even her own—talking for too long while having to remain still. Maybe there was a lot of talking in her dreams to keep her locked in a comatose state. She thought it would have to be an awfully lurid discussion.

The worst part was that it was still easy to identify a large part of the mare that she knew.

She could see Rainbow Dash’s torso and arms and head. The mare had always had a form befitting of an athlete, toned and muscular, but sleeker than Applejack, a definition that was more streamlined and aerodynamic. She was slight in her curves, and when she was wearing a sports bra or her Wonderbolts uniform she could easily be mistaken for being completely flat-chested, but that had never bothered her. Other ponies could look pretty, Rainbow Dash was here to look cool. Even in her sleep, she seemed to have that unabashed confidence on display, her mouth curled into a faint smile. The soft, glossy, indigo-colored lips around the end of her muzzle couldn’t distract from that, nor could the fact that her multihued mane had turned into a gradient of purple and blue.

It certainly must take a great deal of confidence for her to be able to sleep so soundly on top of a penis. Her own penis.

It seemed utterly ludicrous, but that was the only conclusion Twilight Sparkle could come to as she observed the deep indigo shaft that looked like an uprooted tree trunk. Rainbow Dash had her head resting against the medial ring like a pillow, arms hanging limply around the sides and nowhere near being able to completely encircle it. The idea that such a thing could be attached to a pony was baffling. The question of what it could be feasibly used for at this point was one she didn’t want answered. Then again, it wasn’t as if she hadn’t already seen numerous unreasonable things in the past couple hours.

Of course, the cock also had to come with its own set of testicles, and they were of an appropriately matching gargantuan scale. Mashed underneath her, a single one of the conjoined globes looked like it could have smothered a pony. From the way they churned and spasmed, she might have thought that there were ponies trapped inside, struggling to get out. Twilight Sparkle saw that there was something beneath the overgrown phallus, peeking out from the edges: the corners of a mattress, dark blue blankets. She had crushed her bed only for it to be seamlessly replaced with a bed of her own flesh without her even noticing.

It seemed as if the natural weight of these endowments was what had led to the pegasus’s present position, leaning heavily forward, the tip of her penis digging into the ground in front of her—no doubt the source of the indentation that had been seen from the floor below. This might have been further exacerbated, however, on account of her rump. Rainbow Dash’s buttocks rose up behind her in huge hills that reached all the way to the ceiling, further dwarfing the comparatively miniscule shape of her upper body. They lacked the shape that they ought to have had in that position, though, not sagging or drooping, remaining almost unnaturally round. Twilight Sparkle thought them not unlike balloons in their pertness, and she thought that might have been exactly the case, their buoyancy lifting the mare upward. Many ponies had said that Rainbow Dash was full of hot air, but that had never been so literal before.

Twilight Sparkle wanted to say something. Anything. She wanted to get the other mare’s attention. Maybe they’d be able to talk about this. Maybe Rainbow Dash was more lucid like Pinkie Pie had been. But she found her throat was constricted on itself, unable to let any noise come forth.

There was sloshing and churning and sucking and popping as she stepped forward, wading into the rainbow muck that occupied the center of the floor. Her hand was reaching out toward Rainbow Dash’s serene, slumbering face. There was a phenomenal heat radiating from the blue shaft underneath her.

(and that smell)

A spasm rocked through Rainbow Dash. It started in her loins before working upward and down through the considerably broader span below the waist. Her eyelids fluttered and her lips seemed to wordlessly murmur some silent syllables, and her tail and wings twitched. Veins along the length of her cock pulsated and the surface of her balls contracted. Twilight Sparkle gasped at the sound of a loud splash as rainbow droplets arced into the air, blown upward by a sudden rapid influx from within the pool, and the trickling of the fluid dripping down the stairs and through the ceiling became louder still. The source of this disturbance appeared to originate from the member’s buried tip. That heady smell seemed nearly overwhelming. So much so that the alicorn was now painfully aware of just what it was, her pupils shrinking as she gaped breathlessly.

Oh, sweet Celestia and Luna.

It was all cum.

Rainbow Dash was cumming rainbows.

All the wet and damp pervading Twilight Sparkle now felt as if it was hot lava eating into her skin. Her hooves were weak, stumbling backward as she felt ready to collapse. She wouldn’t allow herself to. She couldn’t fall in the middle of this pool. She had to get out. She had to

(run away)

Her back came up against the wall again. Her legs hadn’t gotten the message to stop pushing. This mightn’t have been a problem if it weren’t for the house’s current structural integrity, or lack thereof. She sank into the cloud at first, and, before she knew what was happening, she felt cool night air upon her again. Her field of view was tilting, falling away. Rainbow Dash’s melting bedroom receded from her, making way for a hole in the wall of cloud matter, and then she was looking up at the sky.

Then she was falling.

Nascent pegasus instincts welled up within her in response to the surge of adrenaline. Her wings immediately extended to their full span and flapped so that she twisted about midair. It was too late to gain any height. All she could do was glide and get enough push to clear the morass of—the material of a composition that she had no desire to reflect upon. Oh, that she could have been so fortunate. The ground was approaching rapidly, and the grass was farther than she’d like.

“No no no no no no NO—!”

The smell of dirt filled her nostrils again as her face and chest and arms landed harshly against the ground, skidding briefly before stopping. She could feel the ache already. But that wasn’t nearly as bad as the splash that had come from her stomach and everything below that landing in the mire, soaking through her once more. She had left a trail of white and murky rainbow from the edge of the spread of gunk to where she now lay.

That proneness didn’t last long. Twilight Sparkle clawed at the grass with her fingers, searching for purchase, and dragged herself away. Her breathing came in gasps and spurts and sobs as she frantically pushed onto her hooves. Weariness was overcoming her in earnest after that burst of activity. How long had she been on this goose chase? She was low on sleep and running on fumes. Those pancakes Applejack had offered her didn’t sound so bad right now. She mightn’t even have turned down the breast milk.

The mare felt moisture all around her. Her legs were soaked up to the knees. Her nightgown was thoroughly matted against her frame, forming a sleeve of wet cloth around her. She clutched at a portion around her midsection, but that wasn’t enough to keep parts of it from sticking to her. The clammy warmth was almost claustrophobic. It was crushing her.

Twilight Sparkle screamed in agonized fury as her horn flashed brightly, and a moment later the ruined nightgown fell apart around her and evaporated into magenta particles. She was left standing in naught but her underwear, bra and panties that had mercifully been spared the brunt of the damp touch from those fluids. She was trembling, breathing heavily, hands crossed over her chest and each clutching at the opposite arm. After some seconds, she shook out her legs and wings, attempting to get them dry. Not an easy feat for as much as the offensive goo remained determined to adhere to her. It took another use of her horn, a modified drying spell, to wring out as much as she feasibly could, and even with that much she certainly wasn’t going to be preening her feathers until she’d had at least three baths, just to be sure.

Only then did she start to calm, and she turned back to the ruined cloud house. She couldn’t be sure, but she thought that it might have melted further still in the brief time that she had spent inside. There was a hole in the top floor now, and though she couldn’t see her she could dimly hear the grinding snores of Rainbow Dash. At least the trickling was inaudible.

It was no longer fear or despair that Twilight Sparkle felt overwhelmingly, though. That tempered steel remained strong within her heart.

“I’ll fix this,” she muttered under her breath. “I will…I will.”

Her wings flapped and she took off toward the lights of Ponyville.

There was one more.

= = = = =

Big McIntosh didn’t especially like being around big crowds of strangers. It wasn’t that he was shy, he just didn’t have the energy for that much social interaction all at once. He got enough of that whenever it came time for a family get-together. Applejack was always the one who handled all the business when it came to the farm, all the relations that involved seeing ponies face to face, while he dealt with the manual labor.

So he couldn’t help bristling when he came to Ponyville’s central square and saw the crowd that had formed around town hall. Not just a large crowd, a rowdy crowd at that. These were ponies who had an excess of displeasure in their lives and wanted nothing more than to make it known. He wasn’t sure he wanted to get too close, not just for his sake but for Octavia and Apple Bloom, but it would have been counterproductive to come all this way only to immediately turn back.

“Here, d’you think you can stand now?” he asked Octavia, having to speak directly into her ear to make sure she heard.

She hesitated for a few seconds before she nodded, and he carefully let her down to her own hooves. Apple Bloom stood nearby, ready to brace the older mare should she need it. Octavia stood shakily, but she stood nonetheless.

The stallion turned his attention to the crowd again. It was rather easy to tell that the meeting did not include the entirety of Ponyville’s population; the square should have been nearly full, but instead it was under half that. A great many ponies hadn’t come, either because they were unable to leave their homes…or they were already lost. He could discern that there was just as much anguish in the voices that were speaking as there was vitriol present. These were ponies who had had their nights, if not their very lives, uprooted in much the same manner that Octavia had. Ponies who demanded answers.

Unfortunately, they were choosing to demand answers from a pony who was just as much in the dark about what was happening as they were.

“Please, please, everypony, one at a time!” Mayor Mare called out from the podium that was set at the front of the town hall. Most were accustomed to seeing the old mare wearing clothes as befitting of her position, official suits in calming greens and blues that reflected the relaxed nature of the town she governed. Tonight, though, like many of the ponies who were present, it appeared that she had left her bedroom in a hurry. She wasn’t wearing pajamas, but the baggy pants and old Maretallica shirt she wore still weren’t what one would expect from a pony who was addressing a panicked town. She’d hardly even had the time to tame her silvery grey hair before taking the podium.

“We need to evacuate the town!” somepony shouted indignantly.

“It’s not safe for our foals here!” another, presumably a mother, said.

“I understand that there is…great cause for alarm,” Mayor Mare said hesitantly. She was used to maintaining a calm composure, but on this occasion there were cracks in her armor, her expression betraying her nervousness. “I know that many of you have had unpleasant altercations with these…these changed ponies.”

“They’re the ones who need to be kicked out of town! This ain’t a place for big-titted monsters!” That gruff old voice sounded like Cranky Doodle. It certainly sounded like a Cranky Doodle solution.

“They are still ponies, though, are they not?” The beige mare was sweating profusely, as if she had a spotlight shining directly upon her. “We…we shouldn’t shun them, they deserve decency as much as the rest of us!”

“How are we going to fix this?!”

“We need to tell Princess Twilight!”

“What are the princesses going to do?!”

“D’you think we should tell them ‘bout what Twilight’s doing?” Apple Bloom asked aloud. She stood huddled between Big McIntosh and Octavia, head low and ears flat, just as wary of the noise and aggression of the crowd.

The red stallion grimaced as he craned his neck to look around them. No sign of the alicorn anywhere to be seen. Surely she wouldn’t have wasted time in coming up to the podium to get everypony’s attention if she was in the crowd. Then she mustn’t have arrived yet. What could be keeping her? He bit his lip as he thought; the fact of the matter was that there were a great many things which could have stood in Twilight Sparkle’s way. He hoped that it was merely that, that she was delayed, and not that it was something worse. His breath caught in his throat at the idea that she could be like—

“Hey!”

Fingers snapping. Right in front of his face. He flinched as if coming out of a dream. His eyes followed the limb back to Octavia, who stared at him with a face fraught with worry. “You okay there?” she asked. “You were zonking out on us.” Thankfully it seemed as if much of her own inner strength had returned.

“Ah…I…I’m fine…I was jus’…” But Big McIntosh couldn’t remember. There was a gap in his memory where the past few seconds should have been. White noise. He placed his hand against his forehead and brushed his hair out of his eyes, but it wouldn’t come to him. He might have stayed like that, puzzling over what had happened, if he didn’t know that he had to be strong. The two mares were both anxious to begin with, they didn’t need something else to worry about.

“Jus’…thinkin’, that’s all,” he finally said.

Apple Bloom still looked nervous. Octavia might have been more concerned than before.

“It might be worth tellin’ ‘em that…that Twilight knows what’s happenin’ at least,” Big McIntosh then murmured, casting his gaze over the crowd again. “They’re already riled somethin’ fierce, we can’t let them get any more panicked than—”

There was a loud WHACK and suddenly the chatter and the clamor died down, replaced with deathly silence.

Mayor Mare had slumped forward and banged her head against the podium. It looked as if she might have fainted and been on the verge of collapsing, but the seconds passed by and she remained in place. After another pause, she had managed to raise her head again and looked out across the crowd gathered in front of her. Her glasses were askew, and her mane was all the more unkempt. Her eyes were glassy and unfocused.

“I…I don’t know,” she said, her voice quieter, partially on account of no longer speaking directly into the microphone. It seemed as if she was talking more to herself than anypony else. “I don’t…know what to do.” Her tone was puzzling. Curiously devoid of affect with only the hint of despair lingering at the fringes. Then she gave a few hollow laughs that were similarly lacking in mirth. She smiled mechanically as her gaze turned outward, unfocused. “I…I never wanted to be a politician, you know. Back in school I was…I was on the cheerleader squad.” She started to wave her hands weakly in the air, as if they were holding pom-poms, and she laughed again.

“Wh-what’s goin’ on now?” Apple Bloom asked, standing on the tips of her hooves to try to see over the ponies in front of them.

Big McIntosh squinted as he looked across the top of the crowd, his height affording him a much better view.

It was just enough for him to notice the purplish shade that was manifesting around Mayor Mare’s lips and a flash of blue running through her mane.

He was hurriedly ushering Apple Bloom and Octavia to turn and leave when there came the sound of cloth tearing, immediately followed by screams.

Author's Note

Be careful about sliding into the void.

This was around the point that the story began to diverge significantly from my original plans for it. I had initially imagined this being eight, maybe ten chapters, Twilight would see Pinkie Pie and Rarity in the same chapter, then she would happen upon Rainbow Dash on the way back to the castle. I realized that trying to double up like that was way too infeasible, so I split those up, and it became necessary to reorganize them. The sequence of Twilight getting stuck mid-teleport and going through mindfuckery was entirely a spur-of-the-moment decision, and of course it ended up being far longer than I expected.

Believe it or not, I only recently started watching Neon Genesis Evangelion and related works, so despite the extremely on-point thematic relevance any similarities in my work (such as the line "I can't run away" and variations which are going to appear intermittently from here on out) are purely coincidental.

My initial idea for Rainbow Dash's transformation was going to be more, shall we say, airheaded, but I chickened out and changed that because, even out of all the fuckery this story has, that seemed too niche. Or maybe I've just been burned too many times on that to be confident about it.

Everyone worries about water damage, not enough people take the possibility of cum damage into consideration.

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