Mistress's Downfall

by thriller1234519

11 - Becoming One With The Sun

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Author's Note

It should be noted that I completely changed the identity of the victim in this chapter, because I did not have permission to use them again. (They were someone else's OC)

NOTE: It is highly recommended that you use night mode to read the rest of this story. Some text will be virtually invisible on a light screen.


11 - Becoming One With The Sun

Kenny was on an extended vacation out in the forest. He had just gotten back from a group hiking trip on a popular trail and was resting in the two story cabin his family owned. He just loved being able to get away from the fast paced chaos of the city and just relax in the wilderness...

His peace was soon rudely interrupted by several girls all appearing out of nowhere and falling on top of him!
"Agh!" "Whoops!" "Whoa!" "Oof!" "Whaaa!"

Kenny was the first to extract himself from the pile of...strangely colored women?
"...Well, that's one way to make an entrance...You ladies alright? Also, what's up with your skin?"

Luna instantly realized that this poor man was infected by them all landing on top of him...
"We are sorry...We are out of practice with -" "Luna, get away from him! Infection, remember!?" Rainbow pulled at Luna, trying to get her away from the stranger!

Kenny stared at the strange women in his cabin. What were they talking about...?
"Infection? What do you mean? Also, have I seen you all before somewhere? You look really familiar...Whoa, what's up with your hair!?" Kenny stared at Luna's hair, watching as it blew in a breeze that he couldn't feel...

Luna shook her head sadly..."It is...too late, Rainbow Dash..."
"Aw crap..." Rainbow realized Luna was right...They hadn't even been out of that place for 10 seconds!
"Oh no...!" Fluttershy couldn't believe their horrible luck!
"Ah guess we did just land on 'em...not much we can do now..." Applejack couldn't stand not being able to do anything to help!
Pinkie just looked on sadly, her hair almost completely flat...

Kenny's hung open in disbelief. "Rainbow Dash...? That's...Ugh, what are a bunch of pony cosplayers doing out here?" he had thought the MLP craze had finally died down, but here there were a bunch of fan girls in full costume! Ugh, at least they weren't in fur suits or something...

As Kenny rolled his eyes, the magic awakened inside of him, expanding his eyes to a larger size without him noticing a thing...

Seeing his eyes change, Fluttershy was overcome with guilt! "*Gasp*! I'm so sorry!"

Luna knew better than to blame others for her mistake..."T'was not thy fault, dear Fluttershy..."

Pinkie sadly hugged the Princess, trying to make her feel better...Luna returned the hug for a moment, then gently pushed her away.

Kenny had seen enough of this, he wanted answers! "Hey! I'm still here, you know! Could someone please tell me what's going on!? How did you all get here? You just kind of...appeared or something!"

Luna composed herself as best she could, fighting back a few tears. "...What is thy name?"

Kenny didn't see any reason to hide his name. "Name's Kenny. Seriously, what is going on here?"

Luna did her best to commit that name to memory. "Kenny, We are sorry to inform thee, that thou are going to...transform."

Kenny just stared at Luna in confusion. Pinkie walked up to him, not even looking him in the eye.
"...You're gonna turn into a pony girl. Like us..." Pinkie could feel tears welling up in her eyes...how could Mistress lie to her like that...?

Kenny was very hesitant to believe the sad looking cosplayer, but something about this didn't add up...All of these girls were playing it straight, no smirks or grins to be seen. It was almost like they were dead serious...but that couldn't be.

The magic began building itself up again, and turned Kenny's hair blonde while also extending it down to his shoulders!

Kenny yelped in surprise! Grabbing onto a clump of his hair, he held it out in front of his face, his oversized eyes wide with fear...There was only one thing that explained everything...this was some kind of magic! But magic wasn't real! "No...No way! Magic isn't real! I-I've gotta be seeing things...!"

Oh this is horrible! How could We allow this to happen!? This makes Us no better than Mistress...
...No. No! We ARE better than her! This was a simple accident! What she did was no accident...
...Wait...

Luna could scarcely believe what was running through her mind, but she just HAD to try...
"Girls...leave Us. We shall...deal with this Ourselves."

All of the girls aside from Rainbow solemnly walked into the other room and closed the door.
Rainbow hesitated, wondering what Luna had planned. "But -" "GO!" "Eeep! Y-Yes Ma'am!"
Rainbow dashed out of the room, simultaneously frightened and aroused by how commanding Luna could be...

Kenny nearly did the same, but stood his ground. "Jesus, lady! You nearly gave me a heart attack!"

Luna turned to face Kenny, a determined look on her face. "We are sorry, but thou...er...YOU are already infected. At this point...she will be coming for you as well.

Kenny's eyes crossed and turned yellow as he tried to understand what was going on!
" 'She'? Who the hell is 'she'!? What do you mean she's coming for me?"
Kenny pointed a finger at Luna, only to see it turning grey! "Huh!?"

Luna's eyes widened as she realized that if she was to do what she had decided to do, she would have to act quickly!
"We have no time to explain now! Do not move, we shall help thee!"
Luna focused her magic into a her raised hand and cast a memory restoration spell, while picturing Celestia clearly in her mind...

Faced with the undeniable reality that not only was magic REAL, but also that a fucking SPELL had just been cast on him, Kenny's mind immediately went to anger! "Okay, what the fuck, lady!? First you tell me that you 'infected' me, and then that I'm gonna turn into a 'pony girl', and THEN you blast me with some kinda spell without even asking!?"

Nay...were We too late...? Luna thought to herself, seeing that Kenny's changes hadn't been reversed or taken in a different direction...

Then, in a flash of golden light, Kenny's hair changed color to the distinct combination of colors that belonged to her sister!"Huzzah! It has worked!"

As Kenny's eyes uncrossed, a big smile formed on his face! "R-Really!? So I won't turn into a girl?"

Luna's own smile vanished from her face. "Oh...well, no, We suppose not..." Luna placed her hand on Kenny's shoulder. "We...We are truly sorry, Kenny."

The magic, having received a huge boost from Luna's magic, began spreading throughout Kenny's body, causing his skin to turn almost pure white...

"W-What!? The what the hell did you do to me!? ...Answer me!" Kenny was torn between rage and horror!

"Thou...You are infected, and Our magic cannot undo this. But...Our magic CAN control thy transformation. We...thy shall become...Our sister." Luna felt ashamed of herself, but tried to rationalize her actions by telling herself that her sister would be able to help protect them all...

"S-Sister!? Like...like that one sun princess pony!?" Kenny had already put together who this woman was supposed to be. He wasn't a fan of the show, but had reasoned that the 'sun princess pony' was her sister...

Luna was surprised! "Thy...know of her? How...?" she had never been directly told about the show, and so had no idea...

"From that damn kids show that's weirdly popular with some guys. You know, 'My Little Pony'? All of you are from it!" Kenny said to Luna, surprised that she didn't already know about this.

Luna stared in disbelief at this knowledge..."The false Rarity...is truly mad...To play with others lives as though they were toys...why...? For what purpose would she do this!?"

"I...have no idea what you're talking about. I know this though, I am NOT going to become anyone's sist-*Gasp*!" Kenny gripped his throat, feeling his adam's apple shrink away to nothing!

Luna desperately tried to justify this to herself..."We are sorry Kenny, but thy have little choice in the matter..." but as she heard her own words, there was no doubt in her mind that this was wrong...

Kenny couldn't face the reality of his situation. "N-No...No no no...Get away from me!" Kenny ran upstairs to the bathroom, mostly just to get away from Luna...


"I gotta see this...This can't be happening to me!" with tears in his eyes, Kenny walked up to the bathroom mirror and saw his multicolored hair and oversized eyes...

"Oh my God...I really am becoming a pony girl! W-Why, I -" Kenny's nose tingled, then shrank into a cute button nose! "Aaaahhh!"

Kenny winced as his feminine scream echoed inside the bathroom, reinforcing the fact that he was becoming a woman!

*Knock Knock*

Luna's voice was somewhat muffled as it came through the bathroom door. "Kenny? We are very sorry about this!"

Kenny's despair turned to anger at Luna! "Why...leave me alone! Why can't you undo the spell!?"

On the other side of the door, Luna grit her teeth in frustration. Not at Kenny, but at herself...
"We wish We could...Our magic is Equestrian magic...Anything We might try would only infect thee even more..."

Despite how emotional Kenny was, he understood the logic of what Luna had said. "You've gotta be kidding me...I...so there's really no way to stop this!?"

Kenny didn't realize it, but this entire time the magic had been subtly changing his mind, mainly increasing his trust in his soon-to-be sister, Luna...

Luna desperately wanted to open the door so she could comfort him..."May We...come in?"

Kenny closed his eyes sadly, beginning to accept his fate..."...If there's nothing to be done, then...fine. Just come in!"

The door opened with a quiet creak, and Luna solemnly walked up to Kenny..."We hope you understand...this was never Our intention...The only one to blame for this is the false Rarity!"

"Hold on...who the hell even is this 'False Rarity'? I'm not even sure who Rarity is!" as Kenny spoke, his multicolored hair grew down to just above his butt. He failed to notice...

Luna knew that explaining who Rarity was would probably not be necessary..."It is a long story...but SHE is the one who did this to Us...to all of us! Your current situation is entirely HER fault!" Luna knew deep down that this was also partly her fault as well, but she couldn't admit it out loud...

The pieces started falling into place in Kenny's feminizing mind..."Wait, does that mean that you weren't always...Luna? Did you used to be someone else?"

Luna looked down at herself. "We...do not recall. The others claim We used to be a woman called 'Nomiko', but We...I have no memory of her. As far as I remember, I have always been Princess Luna..."

Kenny felt his panic rising...! "No...no no no! If that's true, will I lose my memories too!? Am I going to forget myself!?"

Though Luna did not want to make Kenny feel even worse, she couldn't lie to him. "Some of the others did not fully forget their...former selves, but it is possible, yes. They claimed the key to remembering yourself is having a strong enough will."

Kenny stared at Luna, feeling a surprisingly strong bond with her...and then broke down crying, because he realized that meant his mind was changing into her sister's mind..."*Sob*...S-Sorry...this is really scaring me...Can you just....stay here with me? I don't want to be alone for my...*sob*...l-last moments..."

Luna placed a comforting hand on Kenny's shoulder. "But of course...'Tis the least We can do."

For a few moments, neither of them said anything. Kenny let his emotions out, openly crying as his mind was gradually warped by the magic...


Meanwhile, the other four girls were having a tense discussion...

"Rainbow, will ya quit pacin' around!? We're tryin' to figure out what to do here!" Applejack shot a frustrated look at Rainbow.

Rainbow marched up to Applejack and jabbed her with a finger. "Hey! It's not my fault Rarity turned out to be a bad guy in disguise! It's not like we have the Elements either! Hell, I doubt they even exist in this world!"

Fluttershy tried to get between her arguing friends. "Girls! Stop it! Can't you see Pinkie is having a hard enough time as it is?" Fluttershy pointed to the pink woman in question, sulking in the corner with completely straight hair.

Rainbow hesitantly walked up to Pinkie. "...Pinks...? You okay? This is 'cause of what I said, isn't it?"

"NO! M-Mistress...she was my best friend! I-I've known her for years! O-Or at least David did..." Rainbow flinched away from Pinkie as she shouted at her.

Applejack tilted her head. "Ah know this probably ain't the time, but uh...who's David?"

"David was who Pinkie used to be before. I think out of all of us, Pinkie remembers the most from...before..." Fluttershy said, looking down at the floor.

Fluttershy walk up to Pinkie and placed a hand on her back. "I might've decided to stay as Fluttershy, but I can still remember being Logan...and I remember Mistress too. She was...one of my best friends. I know how you're feeling, Pinkie. But please, don't give up. We have to be strong."

Pinkie finally looked Fluttershy in the eye, a sad smile on her face. "*Sniff*...Thanks, Fluttershy...I'll...I'll try."

"Okay, now can we please talk about what the hell we're gonna do now? Ah mean, we're in a cabin for corn's sake!" Applejack said as she looked out the window, half expecting to see Mistress outside.

Rainbow joined Applejack in looking out the window. "I think the best thing we can do for right now is not freak out. We gotta wait until Luna and...I forget the other guys name. But we gotta wait for them before we make up our minds."


Back in the upstairs bathroom, the magic had finally built itself up enough for the next step...

Despite his despair, Kenny felt a blush rising on his face. "Nnngh...why is it so hot in here!? Is...is this normal!?" Kenny tugged at his collar, looking up at Luna.

Luna placed a finger to her chin. "From what the others told Us, yes..."

Kenny's vision filled with stars..."G-Guuuhhh..." then he lost his balance and fell backwards, bumping his head on the wall!

"Kenny!?" Luna knelt down and quickly scanned his head, before breathing a sigh of relief...

Kenny came to just a few seconds later. "Too...hot...Luna...I feel like my whole body is on fire!"

Luna stood back up to give him some space. "Just be still! This is normal..." We hope...! Luna silently added.

Kenny couldn't stand this heat...he felt like he was melting...
The sound of ripping clothes filled the bathroom as Kenny began growing larger, and then larger still!
Then, with one last burst of growth, Kenny's clothing was completely shredded off of his body, falling to the floor!

"E-Ehh...Th-There we-W-WHOA! WHAT THE!?" Kenny looked down at his body in shock! Not only was he practically naked, but he was...huge!

When he stood up to his full height, Luna found herself having to look up at him! Looking down at Luna, it really struck Kenny how tall he really was now! "Oh my God! Why am I so tall!? My whole outfit is ruined too...!"

Luna knew that this was going to happen, but it was still a little embarrassing to no longer be the tallest person in the cabin. "Well...*ahem*...D-Did We forget to mention thy would be Our big sister?"

Kenny's eyes briefly flashed yellow, and a playful smile formed on his face..."Well, I'm bigger than you in all the right places too~..." Kenny said as he struck a decidedly feminine pose!

He blinked, and a look of horror formed on his face! "Oh no, it's trying to take me over! Luna, you've gotta do something...!"

Oh dear...though this would have happened regardless, We feel...responsible... Her mind made up, Luna grabbed onto Kenny's shoulders and turned him so he was facing her. "Kenny, look at Us. We promise, WE shall never forget thee."

Kenny knew she was just trying to make him less afraid. "Never forget? But this is magic! You'll just see me as your older sister..."

Forcing a comforting smile onto her face, Luna hugged Kenny tightly. "Rainbow remembered Our...'old self', and told Us after We had forgotten. We shall do the same for thee!"

Kenny felt his heart swell with happiness! "Oh, Luna...thank you so much...I think I can truly accept you as my sister!"

As in reacting to his acceptance of his situation, his hips slowly started to grow wider, along with his ass pushing out behind him into a pleasant bubble butt! "O-Ooohh~...! S-So tight~...!" his underwear, the only article of clothing that had survived his growth spurt, finally completely ripped off of him! Without anything in the way, his generous hips and large ass jiggled freely, rivaling Luna's own impressive figure!

"Oh g-goodness...!" with a lewd slurping sound, his penis and balls were sucked back inside of him, reforming into a vagina and ovaries! As they did so, sticky white cum practically gushed out of her, her body no longer having any use for it!

By the stars! Was it this lewd when WE transformed...? Luna blushed and looked away. "Um...*cough*...w-would thou like some...privacy?"

Kenny ran her hands over her massive hips, a look of pure wonder on her face! "This should hurt, but it feels...so incredible~! Why does it feel so good~...?

Luna suddenly found the ceiling to be very interesting. "We would...suppose the false Rarity is to blame for that as well...she is...well...perverted."

"Ooh, so she's a naughty girl~? We'll have to punish her then, won't we~?" Kenny blushed, truly lewd scenarios running through her mind...

Luna was shocked at Kenny's words! "Thou are not behaving like Our sister at all! We beg of thee, snap out of it!"

Kenny gripped at her head, struggling to parse her own thoughts and emotions from whatever the magic was trying to do to her..."Nnnngh...what am I thinking...? I don't want to be like thi-*Mooooaaaann*~!" two massive breasts burst out of her chest, overwhelming her already fragile mind!

Oh my...! Th-This is surely the false Rarity's doing as well...! Surely they should not be...THAT big...

Kenny rubbed at her exposed nipples, eyes closed in sheer bliss..."I feel so warm all over, Luna~...It feels...so amazing~!"

Kenny sighed as a lacy white bra and panties appeared on her, giving her some badly needed support and modesty..."So soft...so comfortable...I love it~..."

Luna was horrified. Had she just...witnessed a death...? "Oh my...Um...K-Kenny? Art thou...still thyself?"

'Kenny' wagged a finger at Luna. "Oh, little sister...*tsk tsk tsk*...You really must learn the new way of speaking. Please, try that sentence again?"

Even though Luna had already had her question answered, she closed her eyes and focused. "Kenny. Are you...still yourself?"

'Kenny' stared at Luna oddly. "Who's Kenny...? And...wait...what's happening here? Why am in my underwear? And is my hair flat?"

Luna sighed. "Sister...We are...I mean, I am afraid that I have some...bad news."

Before Celestia could respond, her dress magically appeared on her body! "Oh...! Luna, did you do that? Warn me next time!"

"T'was not Us. Thou are not Celestia, at least, not fully." Luna said seriously.

"Wh-What do you mean, I'm not Celestia!? Of course I am!" Celestia's hair grew longer and began flowing just like her sisters. "But...why would you lie about something like that? This isn't a prank, is it?"

Celestia walked in front of the mirror and stared at herself. "Luna...why are we in a bathroom? How...how did we get here...? I swear I was just in the throne room..."

Luna walked up next to her sister, a frown on her face. "Please believe Us, sister...thou used to be someone else. An out of control spell has transformed you into Celestia in mind and body. Just as it did to Us..."

As her regalia magically appeared on her body without her summoning it, a feat that she knew to be impossible, it finally struck home for Celestia that Luna was likely telling the truth..."Luna...who is responsible for this?"

Luna looked away. "T'was the false Rarity. Her true identity is simply 'Mistress'. She is the one who first cast the spell. But...WE are the reason thou became Celestia, specifically."

Rather than getting upset with Luna, Celestia wrapped her in a tight hug, crushing their large breasts together. "Oh sister...you must've been so lonely without me...Just please tell me that you didn't do this on purpose..."

Luna broke from the hug. "Of course We didn't intend to infect Kenny! But...once it was clear he would transform regardless of what anyone did, We...I made sure you would come into being..."

Celestia let out a sigh of relief. "Thank goodness...Now, can I assume that I am also 'contagious'? That anyone I come in contact with will transform the way this 'Kenny' did?"

"Indeed. This is not Equestria, the people here do not have magic. In fact, the sun and moon move on their own! But there is a more urgent matter. This 'Mistress' is extremely dangerous. She keeps sex slaves, and was no doubt planning to do the same to Us, and the other girls downstairs! We fled blindly, and...ended up infecting poor Kenny." Luna knew she had to get her sister up to speed quickly, as they were all still in grave danger!

Celestia was horrified at this news! "S-Sex slaves!? By the sun...we must help them!"

Luna nodded grimly. "Yes, We agree. However, we all must first ensure our own safety. We have an idea for that."

Celestia shook her head. "Really Luna, sometimes even I have a hard time understanding you. It's been such a long time since anyone spoke that way. But that's for later! What's your idea for protecting our subjects?"


Pinkie perked up a little. "Hey! I think I hear them coming back down!"

Applejack stood up from the chair she was sitting in. "Well, let's go see who he turned into..." she followed behind Rainbow, who was of course the first one to enter the living room. Applejack saw that Rainbow was staring at the staircase in shock. "Aw crap, is it that...bad...?"

Celestia awkwardly stood at the bottom of the stairs, unsure of what to say. "H-Hello Rainbow Dash. Applejack. Fluttershy? Pinkie Pie!? Luna, how many victims of this spell are there?" she looked back up the stairs at Luna.

"This is all of them, sister. There are six of us now...And We fear that number will grow before We can get a handle on this." Luna said as both her and Celestia walked out into the living room.

Pinkie walked up to Celestia, looking up into her eyes. "D-Do you...remember? Please tell me you remember!"

Celestia saw that Pinkie was on the verge of tears..."I...I wish I did, if only for your sake. Please don't blame yourself for this, Pinkie. From what I understand, this 'Mistress' is the one truly responsible."

Pinkie started crying. "*Sob*...M-Mistress was my best friend! I-It was her idea, but I said yes!" Celestia pulled Pinkie in for a gentle hug, unintentionally squeezing her breasts into Pinkie's face! Pinkie blushed, her previous sadness not forgotten, but no longer at the forefront of her mind...

Rainbow, now able to see that Pinkie's entire head was at most the same size as ONE of Celestia's breasts, blushed even heavier. Applejack saw this and jabbed Rainbow with her elbow.

Luna gently interrupted. "Sister...the plan?"

Celestia, still hugging Pinkie, began explaining. "Ah, yes. Luna has informed me of the situation. She also has a short term plan that should allow us all to hide from Mistress for the time being. The two of us will create a crystal that will hide all sentient life in the area."

Celestia finally broke the hug with Pinkie, looking down at her blushing face. "I'm sorry Pinkie, but I have to go with Luna now. Don't worry, we will figure everything out."

Luna's face hardened as she thought of all the unneeded suffering the false Rarity had caused.
"We will use the attic to house the crystal. It is imperative that the one powering the crystal is not disturbed! Dost thou understand?"

"Yes Ma'am!" Rainbow saluted.
"Yep, Ah understand." Applejack nodded, a stern frown on her face.
"Okay..." Pinkie tried her best to smile.
"Oh my...Won't you get tired?" Fluttershy asked in concern.

Celestia gave Fluttershy a reassuring smile. "Not to worry, my sister and I will take turns resting. Just like how we would have in Equestria!"

Rainbow rubbed the back of her head with her hand. "Y-Yeah...if it was...ya know, real..."

Applejack wrapped her arm around Rainbow's shoulder. "Equestria might not be real, but WE are! And we aren't gonna let that nasty Mistress change that!"

Celestia nodded with a determined look on her face. "Exactly. Now, the two of us must create the crystal right away. I will take the first shift, since Luna will be doing most of the work in making it."

With that, both sisters headed back upstairs...


"*Grunt*...!"
"Careful sister...!"
"Hhhhaaa...!"
"Just a...little...more...!"
"Yes...! That's it...!"
"Uuurrgh...!"

A three foot tall indigo crystal pillar now sat in the middle of the attic between the two sisters. "There...! *Whew*...We are truly exhausted." Luna said, her face red and tongue hanging out of her mouth.

Celestia brushed a few bangs out of her face. "Rest sister...I can handle this for now."

Luna tried to compose herself. "We shall...after We inform the others that the crystal is finished..."


Rainbow dashed over to Luna before she even stepped off of the stairs. "So!? We heard a lot of grunting up there! Everything okay now?"

Luna gently pushed Rainbow back. "...Yes. The crystal is-*yaaawn*...working now."

Applejack rested a hand on her hip. "You sound plum tuckered, Princess. You go on to bed now, we'll be fine here."

Luna suppressed another yawn. "Do not leave sight of this cabin, under ANY circumstances. If she finds one of us, she will soon find all of us..."

With that, Luna walked off to find the bedroom, silently hoping there were enough beds for everyone...

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