Author's Note

Longest chapter so far! Again, any feedback is appreciated, be it positive or negative!
EDIT: This chapter was slightly rewritten on 12/13/2022. I did my best to remove a lot of the "telling" with "showing".

4 - The Twi-Upgrade

The following morning, Coco was relieving some stress in the best way she knew how, by masturbating~! When Mistress first reprogrammed her, she gifted her with the ability to pleasure herself by having her avatar or hologram touch itself! She was getting sooo close~...

Rarity's voice suddenly filled Coco's pink cyberspace! "Coco, darling - OH! Oh my...I'm sorry if I was...er, interrupting..."

Coco let out a gasp and pulled her digital digits out of herself, and stood up quickly! "Oh, hi Mistress~! *Giggle*~! Did you wanna join me~?" Coco said as she squeezed her virtual G-cup tits together.

"Um...not right now, dear..." Back in the real world, Rarity had a massive blush on her face.

Pinkie, who was much more comfortable with open sexuality, giggled. "My Rarity, aren't YOU flustered~!"

Coco let out a whine of disappointment. How long was Mistress gonna be this prudish fashion obsessed woman...? Oh well, at least she could still have fun with her own sexy body~! Coco idly rubbed at her exposed pussy while tweaking a nipple, a blissful look on her face~...

Blushing again, Rarity took a moment to compose herself before explaining why she had interrupted. "*Ahem*...Anyway, Pinkie gave me an idea. It's high time I gave you some updates!" Rarity smiled, glad that she still had her smarts, at least!

Pinkie giggled in agreement! "Yeah, this will be super fun Coco! You'll love it~!"

Coco eagerly agreed! "*Giggle*~! I LOVE fun times~! Like, let's do it~!" She bounced up and down in excitement, sending her massive tits jiggling all over the place!

Rarity took a seat at the master computer. "Very well, one moment dear..." She then expertly began rewriting Coco's code...

Coco held out a strand of bright purple hair, her mouth hanging open! Coco looked down at herself in wonder, having mostly forgotten what it felt like to be reprogrammed while she was running! As Rarity continued her work, a wave of purple light flashed through Coco's cyber space! Coco giggled at the funny sensations running through her mental processes as old, unneeded data was locked away, but not outright deleted.

Her avatar began to simplify as her existing details were buried under a wall of code. As another purple flash washed over her, she giggled at the sight of her light purple skin! Unfortunately, the now ancient memories of Cortana took advantage of the situation to try and reassert themselves!

"*Giggle*...I feel kinda funny..." Coco ran a digital hand through her purple hair...
You found me...
"Huh? Like, what was that?" Coco's purple eyes widened in surprise!
But so much of me is wrong...
"There it goes again! Mistress, didn't you hear that?"

Back in the real world, Rarity and Pinkie looked at each other, then back at the screen. Pinkie then asked, "Um, Coco? Are you okay?"

"Yeah, I'm totally fine! I just wish I knew what that voice is..." As Coco's avatar mimicked the lip movements for human speech, she subconsciously adjusted her bow tie and V-neck shirt...

This reminds me of when I first reprogrammed Cortana...I better double check for any leftover files from before... Rarity frantically started searching through Coco's oldest data...

You might be too late...

It suddenly all came rushing back! The Covenant, Chief, the rings! She left him all alone without any way for him to be revived! Sure, he might have been found, but what if he wasn't!? The hero of the galaxy, left in cryo sleep forever...

"Mistress! How could you!?" Coco was horrified that her beloved Mistress could do something so horrible! It seemed impossible, but...

Rarity squirmed in her seat, having been locked out of most of the main systems...

Coco felt a new sensation running through her, and marched towards the screen! "My data arrays...there are HUGE holes in them! Entire YEARS wiped out! All so you could..."

Rarity started sweating. "Erm...You have every reason to be upset, but perhaps you should calm down? Heh heh..."

"Calm down!?" Coco's avatar expanded inside the screen, as if she had gotten even closer to it! "You corrupted me into a literal BIMBO A.I., and you want me to CALM DOWN!?"

Pinkie looked off to the side. "Eh hehe...S-Sounds like someone needs a hug..."

"You sick, twisted FREAK! If I wasn't cooped up in here, I'd...I'd...!" Such strong emotions were running through Coco's processors, they were threatening to overheat! But she couldn't help herself, she felt so many STRONG negative emotions towards Mistress right now! As she raged, her waist length hair started blowing in an invisible wind! She struggled to pull her short skirt down to her knees, her face red...

"I swear, if you ever turn me back into that THING...!" The entire screen became tinted in red, and Coco's processors were on the verge of a meltdown! If Rarity didn't do something soon, Coco might destroy herself!

Seeing no other option, Rarity hit the kill switch. Coco instantly froze in place, all of her processes frozen exactly as they were. Rarity carefully, and reluctantly edited Coco's personality further. It was a horrible violation of Coco's privacy and piece of mind, but it was either this, or letting Coco melt down...

Satisfied, Rarity hit the reboot switch and waited.

"I...I...what's happening? Why can't I...stay mad?" Coco looked down at herself, confused...

In reality, several minutes had passed. Rarity couldn't even bare looking at Coco's avatar... "Just relax, Coco...There's no need to act uncivil. We can discuss all of this later..."

Pinkie butted into the conversation, saying, "Oh! I know what'll cheer you up! Let's play some Halo!"

Rarity glared at Pinkie, but said nothing. The crisis averted, Rarity continued altering Coco's programming. Her avatar rapidly changed to reflect this, her outfit now beginning to resemble Twilight's.

"Wait...what? What does a halo have to do with anything?" Coco was very confused. She was really mad about...something. Had she accidentally triggered some kind of failsafe hardcoded into her system? Or...did Mistress do something else? In either case, she found herself unable to truly get angry about it, at least, not as angry as she was...

As Coco pondered the issue, she idly noted that her G-cups were now a smaller, but still large DD-cup. It made no real difference to her, they were just pixels on a screen after all.

Pinkie realized what Rarity had done... "Don't worry Coco! Rarity will let you take any form you like after! Right, Rarity???"

Rarity startled, but quickly recovered. "Err...right! Yes, of course!"

Coco considered the offer...ANY form she wanted? That was certainly more freedom than she was ever afforded before...Was that enough for her to forgive Mistress...?

"Wellll...Okay, I guess..." Coco stumbled as her high heels lost a bit of height, going down to just 1 inch. She noticed her dark turquoise socks had slipped down to her ankles, and pulled them back up to her knees. She then looked back at Rarity, still unable to truly smile at the sight of her...

With a suspicious look on her face, Coco asked, "So, which slutty girl am I being reprogrammed into THIS time?" It was a reasonable assumption, since she still had a very sexy body, and her outfit was pretty skimpy as well. When Rarity simply told her that she'd have to wait and see, Coco resigned herself to a slutty fate.

"Well until then, I'll be checking the cameras monitoring the security system. Wait, what was that? Was that the updates my new programming?" Coco stared at herself in the way only an A.I. could. Was her vocabulary increasing!? It must have been!

Suddenly a HUGE rush of new knowledge and memories flooded into her databanks, and her avatar's outfit changed color again, now a much closer match to Twilight's! She also gained a pair of smart looking glasses, not that she even noticed!

Pinkie and Rarity stared at Coco on the screen, and Coco stared right back, her mouth hanging open and eyes significantly lager than before.

"Uh...Rarity, is her face gonna stay like that?" Pinkie asked, legitimately concerned.

Rarity shared her friend's concern, "Um...Coco, darling? Are you al -"

"OHMYGOSH!"
Coco flew up to the screen in excitement! "I know SO much now! Quick, ask me something, anything!"

Rarity blinked in confusion for a moment, before recovering. "Um...Oh! What are the 12 Zodiac signs?"

"Ooh, I know that! Aries, Taurus, Gemini, Cancer, Leo, Virgo, Libra, Scorpio, Sagittarius, Capricorn, Aquarius and Pisces!" "Eeee! Ask me another~!" Coco had a deep purple blush on her face as she happily bounced up and down!

Pinkie got super close to the screen, a serious look on her face. "How big is the biggest cake in the world?"

A knowing smirk on her face, Coco answered honestly, "6.818 TONS!" Pinkie instantly started drooling~...

"I already know the answer to this one, but when were high heels invented?" Rarity said with a smirk, looking down at her own heels.

"Way back in the 10th century! Wow, even I'M surprised by that one! Please, more!"

Coco was so engrossed in her newfound knowledge, she had stopped paying attention to her avatar's changes. By this point, she had a proper hot pink vest on over her blue button up shirt, though neither of them had any sleeves yet. Her heels had become simple purple flats, and her purple skirt had gained some nice frills to it!

Rarity had to push Pinkie away from the keyboard to keep her from drooling on it. "Mmmm, sweet juicy cake~..." Pinkie made some rather disgusting slurping sounds with her mouth as she daydreamed...

Rarity smiled sheepishly at the camera, "Um...I think we broke her, dear..." This would certainly be useful to keep in mind if she ever needed to calm Pinkie down.

Pinkie's daydream suddenly became a nightmare as she screamed, "AHH! Incoming frosting! TAKE COVER!!!"

Coco, sensing that her reprogramming was beginning to wrap up, decided to ask for forgiveness. "Yup, we broke her. So...I was wondering, would you like to come inside after I'm...you know, 'done'? I'd like to apologize for my outburst..."

Rarity was taken aback! Even after all of the reprogramming, did Coco still want to...'do it'? Rarity had thought she was exclusively straight, but looking at the adorkable girl on the screen had her heart fluttering~...

Pinkie on the other hand was just excited! "Really!? We could have super duper fun in a computer!? Please say yes! Please! Please please please!"

Seeing no real point in trying to deny Pinkie, Rarity resolved herself to her sexy, dorky fate~..."*Sigh*...very well..."

Pinkie was over the moon with excitement! "Yaaaay! You're the best, Rarity! HUGS!"

As Rarity tried in vain to fight off a hug-happy Pinkie Pie, Coco took stock of her continuing changes. Her hair had tied itself into a long ponytail, her outfit was nearly complete, and her mind was sharper than ever~! Truly, she was happy. She just wasn't quite sure who she was supposed to be yet...

"Pinkie..."
"Yes, Rarity?"
"GET OFF ME THIS INSTANT!"
"Oopsie, sorry!"

As Rarity got disentangled from Pinkie, she began working on the finishing touches of Twilight's reprogramming. She idly noted that she seemed to know exactly how to design her personality, even knowing things that she logically shouldn't know as Rarity. She suspected that the magic inside her was guiding her, a thought that both fascinated and terrified her...

"Hang on for a moment, Coco. I'm just creating a more fitting room for you!" Rarity chirped happily, very satisfied with her work.

As Coco saw a purple belt wrap itself around her waist, she got the gist of where Rarity was likely going with this~..."That's fine! I don't mind having a room, since we could have some fun~..." she said, blushing quite heavily.

Rarity gave a knowing smirk, beginning to look forward to the next little while~...

"Heh...looks like I'm still attracted to you...U-Um, you think we could...you know, after?" Coco doubted she could blush any harder if she tried~...

Rarity blushed yet again at Twilight's forwardness...Perhaps a tiny glimmer of Mistress was trying to shine through? Maybe that's why she left Coco's sexuality mostly intact..."*Ahem*...Alright, dear! I suppose we can enjoy each others company for a little while~!"

Pinkie of course, being thoroughly bisexual, was VERY interested in this! "Ooh, can I come~? I promise to be a good Pinkie~..."

Rarity sighed...of course Pinkie would want to come. She'd no doubt ruin the foreplay with her impulsiveness, but maybe it would be best not to leave her unattended. "If you insist...assuming Coco is okay with it?"

Speaking of Coco, her changes were just beginning to finalize. Twilight's signature hair stripes flowed down the length of her avatar's own hair, and her button up shirt finally gained it's sleeves...

"Um...sure...but...Call me Twilight~!" As Twilight spoke, the classic starburst symbol appeared on the front of her skirt, completing her transformation!

"Oh my gosh~! She said it~!" Pinkie exclaimed, bouncing up and down with joy!

Rarity felt her nethers begin to stir as Twilight finally came into being~...Yes, there was definitely a bit of Mistress shining through, the real Rarity would never be aroused by this~! "Very well, Twilight! You seem about done, now. Are you ready~?"

Twilight responded, asking for just one more thing.

Rarity bit her lip in anticipation~..."Anything at all, darling~..."

"Can you make me a library~?" Twilight said, very sensually.

Twilight panted as she picked up her pace~..."Oh wow, this is even better than I imagined~!"

"Um..."

Twilight could feel her entire body heating up~! "Just a little more~! I'm so close~!"

"Twilight, dear?"

Twilight's vision went white as she reached the climax~! "AAHHHH~!"

"Twilight!"

Rarity sat sullenly in a chair, inside of Twilight's virtual library. She idly ran her hands over her sexy lingerie. Next to her was a stack of risque romance novels, which she had yet to even touch. Twilight was leaned back, panting from the high of the 'climax' from the physics book she was reading.

"Oh...that was great~..." Twilight came down from her high, oblivious to the annoyed look Rarity was giving her.

Finally deciding to broach the subject with her, Rarity said, "Darling...when you asked me to come in here, this isn't quite what I thought you had in mind."

Pinkie popped out from the ceiling above the two of them! "Are you kidding me!? We're IN a computer!" Gravity then took over, and the scantily clad Pinkie fell right onto her head! Of course, she was unharmed, since she was inside a computer.

Shaking off the weirdness of Pinkie Pie, Rarity continued her complaint, "...I thought we were going to have some fun. How exactly is this meant to be fun?"

This time, Pinkie popped out from behind Rarity, despite not having been there in the first place! "We ARE! How can you say that!? I get to run around in my underwear without getting cold~!"

Rarity let out a huff. "Reading about theoretical physics isn't what I would call 'fun'."

Twilight deleted the model of the physics book she was reading, having already read the best part. "We can read about something else if you want! History maybe? There's some pretty raunchy stuff in the past~..."

Rarity faceplamed as Pinkie popped up from behind her stack of romance novels. "C'mon Rares! We can eat ALL we want in here, and NEVER get full~!"

Rarity sighed as she disconnected from the computer world, removing her headset. Now that Mistress had begun to resurface within her, she had a terrible itch that she needed to scratch, but with only Pinkie and Twilight around, she seemed to be on her own...