Twilight shuddered as she lay over the sleeping forms of the two mares. She’d worked them to exhaustion, which had proved quite the challenge. No new magic had been born, but she could feel it now, watching her. All she needed was the next step.

She’d done what she needed, and she’d done what she’d wanted. The thing underneath had wanted to see them bare. It had needed to see them raw, to hear them moan and gasp, and to feel the shudders in their bodies as her hooves and magic made them quiver and delight.

They’d needed to writhe.

And they had.

Twilight smiled in joy as they slept soundly, secure in the fate of her ponies. It wasn’t the act of sex. That had been in Equestria forever. It wasn’t whores, or tawdry guards, or illicit scandals. Those things had always existed, even if they’d been kept quiet and hushed by the old gods.

The thing underneath wanted something else. It needed the spectacle. It needed them to writhe, and it needed to experience it. It had watched Twilight and Dreams. And now it was inside of her. The quivering, eager mass of magic that had yearned to explore these mares. Right in this moment, the magic wanted nothing more than to slip from between her legs and conquer these sleeping innocent ponies, to spread within and corrupt them. To fill them with its essence. To force them to writhe.

She laughed at it.

The magic was a powerful, primal thing. But it was so, terribly simple. It couldn’t understand. They’d given themselves as willingly as they could, each to the level of their understanding. There was no conquering. No violence. Not tonight. No, they’d consented and the thing underneath didn’t understand that. She consented. She’d allowed and encouraged it.

It hadn’t just watched. It had been there. It had participated. She’d used that magic to bring both the girls to orgasm over and over again, letting the red wriggling spellwork slip and slop over their clits like some obscene organ.

They’d loved it. She’d loved it. The thing had loved it.

There was one step left. She’d teased it, taunted it, and let it touch but not given in completely. It was time for her to “surrender” to it. She laughed again, amused at her own audacity as the sleep spell numbed her mind and the red pressure filled her skull while the thing from underneath writhed in excitement.

Twilight was surrounded in a writhing mass of magic. The oily tendrils coated her fur, soaking her as they slid and wriggled every which way. Her senses were overloaded as the magical pressure squeezed her again, but this time she relaxed from the beginning. It had already filled her fully, what was a little more?

A tentacle of magic writhed down her throat, and stretching and coiling as it spread her flesh. It didn’t tear her apart—she’d already been torn apart. Instead it met the magic coiled within her, the red wriggling mass that had been left last night. They touched in her esophagus, and she coughed. Hacking, gurgling, wretching, the thing quieted her.

It didn’t care about her.

Twilight stilled as it searched her body for more of itself. Her legs were spread, and she was filled. It wriggled, undulating until it found its match already inside of her.

The thing continued to fill her. Every orifice was filled, and every tendril of magic was met with a mate. She was already carrying so much of it. It thrummed.

She thrummed.

It writhed.

They writhed.

Orange Glow woke up with a sweat. Something was wrong. She was laying on the bed, frozen as red tendrils coiled around her hooves, grasping at her. She shivered.

The tendrils were so warm, so tantalizingly warm. In the dark, a red glow illuminated the room as Twilight’s eyes opened. She turned toward Orange with a smile that was far, far too wide. The red light was almost blinding in its intensity, and Orange smiled.

Her hooves ached as the coiled magic squeezed tighter than it should, and a strange rhythm echoed in her body. Orange’s smile stretched as she began to writhe.

Cherry groaned, finding herself on the floor. Her head was killing her, and she desperately needed water. Shakily, she got to her hooves, and stumbled forward in the dark, bumping into the tray full of drinks that Twilight had ordered to keep them hydrated through the night.

She groggily brought the cup to her face, and drained it. The water was cool and refreshing, suddenly sharpening her senses as the magically cooled drink sent a quiet shock to her system. And now she had to pee, of course.

Cherry sort of remembered where the bathroom was, but she wished there was some light. A low, repeating thud caught her attention and she heard a slight groan.

No way. She was shocked that Orange still had it in her—the absolute dog. “Are you two still going at it? It’s like, I dunno, four in the morning or something. Talk about horny. Can one of you horn heads give me a little glow so I can find the bathroom? This pegasus has got to make it rain.”

A soft red glow filled the room, and the shadows seemed to teeter back and forth as the two kept going at it, nonplussed by her statement. Cherry chuckled, “Fuck. You only live once I guess. Let me drain another glass and make a tinkle, and I’ll jump back in. I think I owe you a little adoration, Princess.”

Somthing about the room felt slow, like she was walking in a dream as she slogged her way to the bathroom. It almost felt like swimming. Curiously, she used her wings to gently propel herself forward. “Fuck. I’ve gotta be asleep. No way the air is this thick.”

Carefully, she flew or swum to the bathroom, and found the toilet in the dark. The strange pressure almost made her fall off, and she was faced with another conundrum.

Cherry began to mutter to herself, “If I’m asleep, and I piss in this dream, I’ll piss in the bed. It’s the princess’s bed. I don’t wanna piss in the princess’s bed. I have to piss. I don’t have a pineapple. Fuck.”

She looked around the room for a pineapple, instead seeing the shifting rhythmic shadows and red glow from the bedroom dancing across the tiled bathroom floor and wall through the cracked door. She heard some wet gurgling and grunting. Her bladder screamed. “At least she’ll remember me.”

Cherry practically moaned herself as she did her business. Absentmindedly, she gave herself one lazy wipe and then she did not flush. She figured it was a dream anyways, but maybe it’s just who she was at four in the morning.

The red glow and the rocking shadows didn’t slow down. She didn’t feel a wet leak down her leg, and wasn’t jarred awake by the sensation of a too warm puddle underneath her growing suddenly cold.

Score! She hadn’t just pissed in the princess’s bed. Cherry happily swam back through the oddly thick and pulsing air, using her wings to press against the errant currents. On the way, she grabbed another drink from the table and downed it. Dream water had no consequences, and she was thirsty as heck.

What a weird fucking dream this was, though. As she got closer, the mass of moving flesh made less and less sense. Twilight appeared to be hunched over Orange, burying her in her wings so Cherry couldn’t see her friend at all. The glow wasn’t just from Twilight’s horn, and the strange light dancing across the room seemed to be slipping out from gaps in her feathers.

Cherry suddenly felt more awake, and more than a little concerned. She looked around the room nervously, concerned that it didn’t look quite like a dream. But then again, dreams didn’t think they looked like dreams. If only Shield was here, she was great at this shit.

Cherry was not.

Unwilling to worry about this anymore, she tapped on Twilight’s shoulder. “Hey, uh, I’m either going to wake up and get some or get eaten by some dream demon.”

The lurching stopped, and Twilight’s wings slowly parted. When she lifted her head to look at Cherry, she didn’t have eyes. Well, not exactly not eyes, but more like long wriggling worms instead of eyes. And her mouth was one big bulging tongue thing. Cherry glanced down at Orange, and saw empty eye sockets where her eyes should be. Orange was smiling as wide as equinely possible, convulsing like she was having some sort of seizure.

Cherry looked back at Twilight and shrugged. “Dream demon it is, then.”

Twilight lunged at her.

Twilight was in ecstasy. These ones didn’t scream. They were eager. They were hungry for her. She was hungry for them.

They writhed.

Orange and pink flashed in front of her eyes, and she remembered names. Names were important. Cherry Burst and Orange Glow. She couldn’t forget them. Not like the other one. He was gone now. Who knew how long the armor would last. As long she remembered, as long as they put on a show, they’d live. As long as they writhed and it knew them, they were safe.

She’d make sure they put on a hell of a show.

Mouth on pussy, worm cock in asshole, hooves in anything, Twilight filled them. She filled them all, hoping, begging, knowing it was enough. She wasn’t sated. It wasn’t sated. But it was a start. It was a promise.

She groaned, smiling in her stupor as she reached out to the thing underneath.

The promise was simple. The story was straight forward. Maybe it was a prayer. Maybe it was desperation. Maybe she was better than this. Then again, maybe not.

She begged it, chanting to the thing that could save them with it’s alien magic. The words were silent, communicated in a way that it understood. We entertain. We serve. We’ll be your whores, your victims, your monsters, your clowns, your love, your obsessions. Don’t leave us. Don’t forget us. Please, just stay. We need you. We will give you anything. We’ll be anything. You’re all we have left.

Twilight’s promise was everything, and she meant it.

As for you, well, you react. Maybe you smile, maybe you frown, maybe your mouth stays still, but you know that she’s right. Don’t you?

She’ll writhe. At least until you move on to your next obsession.

Author's Note

Happy Halloween! Just a friendly reminder that half the folks keeping the lights on in this fandom are ya deviants. So I thought I'd write a story about you! Me. Us. Also it's super cliche, and I had a different (less meta) ending, but I like this one better.

The other one did not have Orange and Cherry at all. It did have a haggard but desperate Cadance and a stone cold Flurry heart. It was DARK. This is, surprisingly, a lot less fucked up. Also, don't worry. Orange and Cherry are absolutely fine. That is, as long as somebody remembers their names.