Vampling

Chapters

1. Ocellus’s Changing Bite
2. Rainbow's Slowing Down
3. Rarity's Shitty Day
4. Applejack's Family Time
5. Fluttershy's Animal Care
6. Pinkie's Sticky Situation
7. Spike's School Tour
8. Twilight's Distracting Experiment
9. Bonus: Sci-Twi Gets a Warm Welcome Home

1. Ocellus’s Changing Bite

Ocellus headed through the dark hallways of the school of Friendship late in the evening. The changeling’s pale blue chitin and red shell on her back were still brightly visible in the dark, though the light pink frill that formed her ‘mane’ and ‘tail’ were almost too transparent to see.

She’d been up late in the library that night, studying for upcoming exams. As late as it was, she felt wired from the stress of the exams coming up, and she wondered if she’d get any sleep at all that night as she headed into the student dorms.

As she considered if she shouldn’t ask one of the unicorn students to cast sleep magic on her, a large thumping sound broke her train of thought, and she looked around. There was a large buzzing sound that kept getting louder, followed by a loud whoosh. She knew exactly where it came from, because one of the dormitory doors near her shuddered, a red flash coming from beneath it. What was that?

Her curiosity getting the better of her, Ocellus moved to the door. It was Cozy Glow’s room, another foal at the school, younger than Ocellus. She tried the doorknob, finding Cozy had carelessly left it unlocked, opening up the door to peer inside.

She found the pink pegasus in the room, facing away from the door, standing amidst the disintegrating remains of whatever spell components she had just used. The filly’s pale blue curls fluttered in the sudden wind circling around the room as a bright red portal opened up in front of her, her chess piece cutie mark seeming to glitter at whatever magic she’d just used. How did she even use magic as a pegasus? Well somehow she’d found a way.

Cozy heard the door open, suddenly freezing and looking behind her, her pink eyes locking with Ocellus’s light blue as they stared at each other for a few seconds.

“This… isn’t what it looks like?” Cozy said in her typical sweet little voice, then angrily added. “Just close the door!”

She probably meant for Ocellus to leave and close it, but Ocellus was a bit slow on the uptake and stepped into the room instead, locking the door behind her this time. This was just too weird and she wanted to know what was happening.

Cozy couldn’t argue, because the portal activated and a large figure stepped through. The dark blue alicorn looked like Princess Luna, or almost at least. She had the same flowing, starry mane and tail, but her crescent moon cutie mark was bright red, as was her eyes. Actually there was a bit of red on what looked like fangs in her muzzle too, that definitely wasn’t a good sign.

“Princess Luna?” Ocellus asked in confusion.

“It’s not our Princess Luna!” Cozy claimed to Ocellus, before seeming to ignore her further to race and bow before this new alicorn. Had she somehow summoned an alternate universe form of the princess?

“You DARE summon me out of nowhere?” Luna growled. “I was in the middle of sucking the life out of the most innocent, delicious foal I’ve ever had. I literally had my dick balls deep inside her, about to run her through with it!”

Dick? It was then that Ocellus noticed that she did in fact have one. It was throbbing beneath her, heavy orbs behind it, and dripping with a reddish mixture of what Ocellus assumed to be blood and foal secretions. Okay she should definitely leave at this point, but Cozy’s next action confused her to the point that she couldn’t do anything but stare.

“Then fuck me!” Cozy blurted out, seeming to forget Ocellus was there. She bowed deeply in front of Luna. “I summoned you to turn me into a creature of the night! In return for becoming a vampire, I will gladly offer this world as a present! I want to die on that slimy cock and wake up just like you!”

Why would she even want that? Did she secretly hope that this Luna would get bored and leave her to it after taking over?

“Disgusting!” Luna spit out the words, causing Cozy to jerk in surprise.

“B-but… you just said that you were… fucking a filly to death?” Cozy asked. “Here I am, completely willing just if you make me one like you!”

“Exactly!” Luna shook her head. “You’re too willing! I don’t want to put my royal cock inside a child and have her moan before I even bit her! But… what about your gift?”

Luna’s eyes moved to Ocellus, and the changeling immediately regretted now having left already. A chill of fear welling up inside of her, she turned to fumble at the lock on the door.

“Yes, a gift!” Cozy claimed. “The first of many!”

“Well I guess my other toy is probably dead already,” Luna sighed. “I was deep enough that my dick being gone probably made her organs slop onto the floor out her pussy. I suppose I’m horny enough to start fresh with this strange young creature.” Her eyes glowed as she issued a command. “Move towards me.”

Ocellus was just about to fumble the lock open when suddenly she no longer had her control of her own body. Without her own bidding, her hooves made sure the lock was tightly closed again before turning and walking directly towards the murderous alicorn. Ocellus panicked, body jerking violently as she attempted to stop her own movements, but it was no use.

“That’s a nice unwilling victim!” Luna grinned. “I can already taste her fear.” She then turned to Cozy, her aroused face quickly changing to unamused for a moment. “You. Give us a nice show while I brutalize this child. You will be changed afterward as you deserve, I assure you.”

Cozy was probably making a lot of assumptions about the context of Luna’s words as she nodded enthusiastically at the offer. She fluttered her wings excitedly before leaning back onto her haunches, then flopping onto her tiny behind and spreading out her hind legs. It looked like her tiny slit was already wet as she slid both hooves down towards it, and she rubbed apart her labia like her vampiric existence depended on it, seeming to make sure to keep it directed where Luna could see it.

It didn’t seem Luna was actually interested in Cozy though, seeming to forget she existed right after giving her an order. She put her focus singularly on Ocellus.

“Now what are you?” Luna purred, walking around Ocellus and slowly stroking a hoof down her back towards her flank.

“C-changling,” Ocellus was afraid not to answer, but afraid to say too much either. She wanted to scream for help, but the spell she seemed locked under wasn’t going to let her.

“Changelings look quite different here than they do in my world then,” Luna pondered, slowly sliding the hoof beneath her tail, sliding over her taunt slit. “Or the world I’m currently chewing on, at least. You’re much cuter. Our changelings are so ugly, I can’t get hard for one without making it shift first.”

“Please don’t kill me,” Ocellus doubted it would do any good, but she didn’t know what else to do, tears rolling down her cheeks.

“That’s it, beg,” Luna said, then leaned down and drew a deep breath, an icy chill running over Ocellus’s nethers as she did so. “You’re a virgin, I can always sniff it out, but not for long.”

Luna raised her head, and with the height difference, she was able to simply walk forward over Ocellus, allowing her shaft to drag across her back from rump to head in the process. As the moist erection slid over her sleek chitin. When Luna walked across her head, she swung her hips, smacking Ocellus in the face with the shaft and making her squeak pitifully beneath her sobbing.

Instead of mounting her outright though, Luna kept walking, then turned to sit back on her haunches. She spread out her wings, flopping onto her back and splaying out her legs to allow her shaft to poke up into the air. She licked her lips at Ocellus.

“You don’t like that body control, do you,” Luna grinned. “Well you’re going to like it less. Now ram my dick into your virgin cunt.”

Ocellus struggled, but her body followed the command perfectly, body shivering as she moved forward towards the alicorn. She crawled up onto her belly, grasping around the cool flesh of her belly, and pushed her tight pussy against the tip of the shaft. With all her strength, she pushed downward against it, feeling the tip stretch out her opening, but her meager strength wasn’t enough to push through.

“I’ll give you an E for effort,” Luna laughed. “But you’ll never get broken in as hard as you should like that. Get ready.” Luna clasped her hooves around Ocellus’s hips, licking her lips hungrily as her shaft pulsated against the bare slit.

“Oh no,” sobbed Ocellus.

“Oh YES,” laughed Luna. Her horn glowed a moment as she wrapped them in a bubble of silence to keep the noise from attracting annoyances.

With that, Luna yanked her down onto her shaft like a fleshlight, forcing her way in with practiced ease. Ocellus’s pure young pussy was defiled as it stretched over the shiny meat, her hymen bursting and blood drooling down to the base of the shaft. It was enough girth for her belly to swell as it drove deeper and just wouldn’t stop.

It felt like she’d been stabbed as she arched her back and bellowed in agony. Luna was barely still damp from her last play and Ocellus’s unaroused oviduct was even less so, dry flesh dragging against each other and stinging inside her before the blunt tip collided with her cervix. She had never thought such suffering possible from an act she’d been told was for pleasure.

“Fuck yes!” Luna groaned. “I’ll never get tired of fresh, unwilling pussy…” She released Ocellus from the control spell, wanting to feel her squirm to her full potential.

Luna drew back a fraction of an inch as Ocellus’s hind legs kicked frantically, glancing harmlessly off the alicorn’s flanks. She rammed upwards again, forcing her way through her cervix and plunging up into her soft egg chamber. This time she didn’t stop until her tip smashed the back of her ovaries, stretching the flesh there to barely bring their bellies flush together. Ocellus gagged as the torment crawled up through her.

Showing no mercy, Luna pulled Ocellus far upwards again, dragging the shaft out again until barely the tip was inside only to plunge inward again. She slammed her hips up in time with the movements of her hooves and violently raped the hole with long fast strokes. Every thrust felt like a fresh blade up the cunt as Ocellus writhed and flailed her legs, her wings buzzing frantically behind her.

“Mistress?” Cozy seemed to notice that she wasn’t being looked at, and it made her redouble her efforts to impress her. She edged her way over towards her bed as she continued to rub, then reached beneath her mattress and pulled out a floppy equine dildo about as long as her leg and not much less thick. It was double ended, like two cocks attached at the base. “Watch this!” She sounded like a kid trying to get their parents attention.

She shoved the large dildo against her small hole, straining for a few moments before it popped in with a dull slorp sound, barely audible beneath the screaming and wet justice going on elsewhere in the room. She shoved it deep, legs twitching as she squeaked at her own roughness.

Thrusting it slowly, she strained her little legs to try to bend it around to push the other end into her tailhole, but wasn’t having a lot of luck. She leaned down, momentarily taking that end into her muzzle to let her saliva drool down the length before she tried again. She still didn’t realize how counterproductive it was to show how well she could take dick.

Luna did glance at Cozy out of the corner of her eye, tsk-ing slightly as Cozy struggled to make herself watchable, then turned back to face Ocellus. Her face was a beautiful cascade of sobbing and agony, and the vampire leaned forward to slowly lap tears from her face, dragging her fangs against her as she did.

“What a brat, right?” Luna whispered to Ocellus before kissing the changeling deeply, choking her on her tongue for a few long moments. “Enjoy her show if you want, she’s going to be your first victim when I change you.”

It took Ocellus a long time to process the words as her pussy continued its defilement. What little lubrication it had now was more from blood than secretions, but Luna didn’t even slow down the brutal rape. The alicorn folded a wing inward, feeling of Ocellus’s belly as the girth stretched it out with each stroke.

“No… please,” gagged Ocellus when the meaning behind Luna’s whisper dawned on her. “Just kill me…”

She had realized she wouldn’t get out of this without dying in some way, but she’d rather go in a traditional manner than be turned into an undead with a craving for flesh. The faces of all her friends flashed through her mind, knowing that if Luna did that to her, they might all end up being victims. Perhaps Twilight and the others would stop her, but not before she’d claimed a few surely.

“Don’t be absurd,” Luna growled quietly. “Do you know what a gift I’m giving you? This world doesn’t interest me, there are an innumerable number of them after all, so I’m leaving it to you to do with as you please in spite of the ingrate that interrupted my fun.”

The words trailed off as Luna’s voice raised a pitch in groaning, and Ocellus felt the shaft inside her swell with the pulse of wicked sperm before a blast of heat filled her insides. Her belly bloated more as thick ropes of seed bathed her inside, ballooning her ovaries. The changeling still clenched in torment, but her flesh was elastic enough that her labia hadn’t torn, and so nothing escaped the tight penetration point.

“I’ll drain your blood and gnaw on your soul!” Luna groaned as she pushed deep and held it as she expelled her load.

It was eventually too much for Ocellus’s insides, and her womb literally popped like that balloon it looked like, seed gushing out to coat her other organs, burning at her insides. The swollen belly looked at first like a pregnancy, but then began to even out along the body as the pressure equalized itself out of her ovaries.

“Oh don’t worry,” Luna whispered with a smirk. “That burst womb will heal when I’m done with you, and you’ll have a nice load of fertilized changeling eggs to shove into your annoying friend.”

“But why?!” Ocellus couldn’t understand why the monster was doing this. She had no interest in any of it!

The one that did was Cozy, who was getting pretty desperate to compete with the scene in front of her. After several long minutes, she managed to pop the opposite end of her dildo into her rear, but clenched her face up as if it’d been a while since she took it there. Regardless, she then held it in her hooves as she rocked her hips, forcing the latex toy into both her holes. Her sweet foal juice drooled out of her aroused nethers, gliding down the surface of the instrument before lubricating her ass more.

“I told you I could do it!” Cozy announced triumphantly. “Mistress?”

“Yes that’s nice dear,” Luna called back dismissively without even looking, like a parent tired of getting too many stupid drawings from their child.

Luna was far more interested now in getting her bite on. She sat up with a flap of her large wings, and wrenched Ocellus’s bloated body from her shaft. When she finally yanked free, an impossible amount of blood-streaked cum flowed out like a faucet, puddling on the floor and spreading out across the room.

Ocellus shrieked, terrified that her organs would come out of the gaping hole. Despite the load though, Luna wasn’t done with her, instead slamming her back-down on Cozy’s bed, towering over her in terrifying dominance. The changeling’s squeal went up an octave as she felt the still-throbbing shaft push against her tailhole instead, prying at her tight anal ring with another practiced movement.

Luna gasped in time with Ocellus’s next scream as she popped into her behind, ring gliding over her wet shaft as she forced it inside. Not quite as stretchy as her labia, the anus began to tear and bleed down the shaft as more of it was forced inside.

Before it was all the way in, Luna leaned downward, baring her fangs at Ocellus as she came closer. Ocellus was struck with abject terror, unable to even cry out more as she felt the fangs glance against her neck, tracing their way to the perfect spot to puncture her carotid artery. The changeling could only shake her head weakly.

But the second the teeth sank into her neck, she was suddenly filled with a strange euphoria, like an aphrodisiac had been injected as well. Her body shuddered as the context of all her agony changed. It was still excruciating, but somehow she began to enjoy it, even get off on it.

The change was so fast that by the time Luna bottomed out in her rectum, she was already thrusting her hips in response to the movements. Rather than shriek when she felt it puncture the end of her rectum and slide up into her bloody, cum-soaked intestinal tract, she arched her back sharply and moaned in bliss at the beautiful agony.

“That’s it, you won’t be able to resist,” Luna purred quietly. “I’ve turned some of the sweetest girls I could find, and they’ve all become vicious killers who love every second of it. There is no more perfect pleasure than taking innocent lives just to get off.”

Luna drank deep, slurping loudly as she tore open Ocellu’s artery and slurped out her blood with magical efficiency. At the same time she kept pumping her ass, pushing her shaft into her raw organs until her belly once again smacked against her flesh, her ball sack swinging to tap her gaping pussy.

Ocellus felt a chill as Luna’s power enveloped her. Her whole body began to itch, then burn as if in acid. The alicorn wasn’t just taking her blood, but absorbing her very life essence, tearing off bits of her soul and sucking them into her own power well. As she did so, she left tiny bits of corruption behind, seeping into the very fiber of the changeling’s being, changing her very roots.

She still thought of her friends, but not with fear of what she might do to them. She imagined draining Cozy of her blood and laying eggs inside her, how amazing it would be to betray the very summoner with a ghoulish transformation instead of the one she wanted. She thought of all her other friends and teachers too, mind buzzing with various ways of murdering or transforming them.

As Ocellus’s blood seemed to be trickling dry, Luna came into her again. There was nothing to stop it from drenching her organs this time, though her womb in particular had started to knit itself back together. The cum coursed through her body, in her ass and emptying out her pussy with each solid jet of sperm.

Finally Luna pulled free, releasing her neck and leaving her to flop on the bed. She pulled her drooling shaft from Ocellus’s ass as the changeling’s body began to heal after its transformation.

“My turn?” Cozy asked excitedly.

“No,” Luna scoffed, shaking her head and walking back to the portal. “Enjoy this world Ocellus. I may or may not check on it later, but for now I have the rest of a cart full of filly guides to rape to death.”

With that, she strutted through the portal, which closed with a loud snap of static.

“What? No!” Cozy cried out, standing and running towards where the portal had been. The dildo slopped out of her wetly onto the floor and lay there as she shook her fist. “I summoned you! You were supposed to change me, not just kill some random trespasser! What do I even do now?”

Cozy didn’t realize that killing wasn’t exactly what happened to Ocellus before she suddenly felt an icy pair of hooves wrapped around her flank from behind. She turned, eyes wide as she looked to see the changeling fully healed, if a bit paler than before, with saliva drooling down her new fangs.

“I’ll show you what you’re supposed to do,” Ocellus hissed with a sly grin, no longer hesitating to follow the departing orders of her mistress.

“No! Stay away!” Cozy tried to streak towards her room door much as Ocellus had before, but was quickly grabbed by her hind leg. She tripped, face-planting on the floor as she fell. She was younger and smaller than Ocellus even without the bug’s newfound strength.

Ocellus wasted no time making use of the now deliciously unwilling foal. Being a changeling, Ocellus didn’t even need to shift before her ovipositor was hard, ready to make use of the sperm she was filled with by Luna. It dragged down over Cozy’s soft behind before settling at her already-sopping-wet hole and shoving forward.

“Get your bug parts outta me!” Cozy shrieked as she struggled and kicked.

Ocellus wondered if she should toy with Cozy the way Luna toyed with her, but she would have plenty of victims to do that with. Now she wanted nothing more than to breed her wicked offspring into her former friend. She leaned forward, sinking her teeth into Cozy’s fluffy neck and savoring the sweet taste of blood.

It was a more awkward bite than Luna’s, and she had to chew a bit, searching for the right spot to get the most blood before she finally tore open the carotid artery. She wasted no time in drinking deep of the first gush of sweet blood, trying to pace herself since the smaller filly wouldn’t have as much as she had.

Cozy shuddered, at first in agony, but then her eyes slowly rolled back as the similar venom filled her, both into her blood and the power seeping into her very life force. It didn’t take long before the tiny behind was pushing back against her ovipositor, taking the stinger-like apparatus deep into her pussy, groaning as it pried open her cervix and pushed up into her womb.

“Why does it…” Cozy ceased her struggling and began backing herself up against Ocellus’s lethal affections. “Yes, keep on, suck me dry… I want to cum harder than I ever have as I die!”

Ocellus had every intention of giving her that wish, but would make her wait for it so she could savor her first victim. She began to thrust more firmly, her ovipositor tickling the deepest parts of Cozy’s ovaries as she slowly drained her. With each thrust, she held back less, drinking faster as the limitless hunger of her new form consumed her.

Keeping Cozy’s head down with her own as she drank, Ocellus wrapped both hooves around Cozy’s hindquarters, finally unleashing her full energy. She nailed into the younger filly’s pussy as rapidly as she could, her hips a buzz of energy as pussy juice splattered around them with each thrust.

She began to drink as rapidly as she could too, feeling as if her energy was pushing into Cozy to replace the blood she drank. The inexperienced vampire let a good bit of it drool down cozy’s neck and onto the floor, but savored every drop that drained into her throat.

“Yes… kill… end me…” Cozy began to shake violently, her eyes rolling back slowly as she moaned out again. She was low on blood, a mere trickle coming out to sate her killer at this point. Soon she couldn’t move her hips at all, only able to take the pleasure of being had from behind.

Ocellus slowed her drinking just a bit, wanting Cozy to feel the eggs into her before she passed out. She had a powerful orgasm, her first orgasm in fact, though what came out of the ovipositor wasn’t cum. A sticky viscous goo splurted out at first, then round shapes began to push down through the length, each pausing to pop its way into Cozy’s tight pussy before continuing down.

As the eggs began to fill Cozy, her belly swelled much like Ocellus had initially. Ocellus’s ovipositor instinctively moved around the womb, filling each ovary with eggs from its end to its opening, before beginning to layer them along the main chamber.

It was far more eggs than a changeling should be laying in a single burst, but somehow it didn’t seem to even tax Ocellus’s energy in the process. She still felt like she could start all over with a new victim right away.

“Fill me… yes!” Cozy said dizzily as her belly bloated out with tiny round shapes.

Ocellus slurped one last time, ready to completely drain Cozy now, taking in all the remaining blood that she could. Cozy’s body spasmed in response, and seemed to realize this was her end, at least for now. Her pussy convulsed in response around the ovipositor, rippling over the length as she came. A mix of her secretions and the thick good splattered around them, coating Ocellus’s belly and drooling down her thighs after.

With one last shudder, the deathgasming body became still beneath Ocellus. The changeling continued to ram her for several more minutes, even after the flow of eggs had stopped, sliding her ovipositor through her belly and stirring the fertile pods like soup inside her. When she finally pulled free, Cozy’s body slurped before collapsing limply on the floor, her blood and life spent.

Looking down at the corpse, Ocellus didn’t feel like she was quite done with it. That and enjoying the corpse she’d created was another welcome new experience.

She pushed her ovipositor to Cozy’s behind, pushing into her tailhole, still slightly moist from the earlier play. Allowing her ovipositor to relax its stiffness, she playfully allowed it to wind around the corner of the rectum and up into the intestinal tract. Ocellus chuckled to herself as she began long casual strokes of the foal’s asshole.

But Ocellus didn’t understand the full extent of her own powers. Though she didn’t notice at first, Cozy’s body began to twitch once again, then suddenly the loosened ass began to clench around her once again. The changeling moaned in surprise, peering down at the dead foal.

Or undead foal, as Cozy’s empty eyes attested as they looked back up at Ocellus, turning her neck far too much as she looked at her. Suddenly her eyes were filled with awe as she observed the young vampire currently using her body.

“My Mistress…” Cozy hissed out the words. “Oh you have chosen to take me again, feel free to take me all you want. I will worship and obey you always.”

Cozy seemed to have changed slightly as well, some of her fur coming out in clumps as part of her body was covered in black chitin now. Had the mixing of souls somehow transformed partly into a changeling? Ocellus doubted she would have full changeling powers, but she certainly looked the part a bit more.

It made Ocellus curious. If she shifted before doing this, would the victim have other features instead? If she transformed into some kind of beast, would they then have the attributes of that creature? It might be fun to try.

Perhaps more importantly, this meant everyone she killed could potentially become a minion, though she’d have to learn to control whether they did or not. Perhaps even the ones her minions kill could be, she could build an army big enough to take on Equestria with uncanny speed, then use whoever she wanted. She could literally farm the survivors.

Granted, she’d have to be sure to take out the holders of the Elements of Harmony quickly to make sure she had no opposition.

The thought of it sent Ocellus into another orgasmic fit. Though she was done with her eggs, she expelled another thick load of changeling slime into Cozy’s behind, pushing it up through her to coat her intestines. She finally relaxed, drawing herself from the well-used hole.

As soon as she did, Cozy struggled to turn herself around to bow deeply to her new Mistress. She really did seem to be an object of worship now. What a strange gift she’d been given, but she definitely approved of her first vampiric bride.

Ocellus turned, taking one more look back at the location where the mysterious version of Luna had emerged. Something caught her eye that hadn’t before, a thick book laying on the floor right next to where the portal had been. Was it Cozy’s?

Leaving Cozy in her bowed position, Ocellus trotted over to the book. It had an ornate cover, but no splatter of fluids on it. It must not have been there before; Luna had left it on her way out as a gift.

Picking it up, Ocellus read the title: The Idiot’s Guide to Becoming a Vampiric Overlord. Really?

Flipping through it however, Ocellus realized what a treasure she’d been left with. It had spells for everything from fighting to torture to control, and Ocellus could learn it all with her new heightened mana supply.

Her ovipositor throbbed beneath her at the very thought of what she could accomplish with this. In fact, she didn’t think she was done for tonight yet.

“Cozy, let’s find some playmates,” Ocellus grinned.

2. Rainbow's Slowing Down

The magic book was fascinating, and Cozy couldn’t help but read it as they walked over to Sandbar’s room next door. Sandbar was the obvious choice for the first victim of her own choosing, since she’d had a thing for him for a while and even tried to flirt, but he seemed rather clueless about the whole thing. It would be amazing to have all the hottest creatures she knew in her own personal harem.

Sandbar was more careful than Cozy in that his door was actually locked. Not realizing exactly how much her strength had grown, when Ocellus tried the door to see if it was locked, she actually ended up breaking it and the door came open regardless.

Cozy giggled a bit behind her, but Ocellus motioned for her to be quiet as she opened the door slowly and stepped into the room together. Closing the door behind her for what good it’d do, she headed over to Sandbar’s bed…

To find Sandbar not alone. Gallus was snoozing next to him, facing one another and covered with sweat as if they’d been at the very least making out prior to going to sleep. There was even an empty wine bottle they acquired from somewhere and drank together, so they were out cold.

“Huh… guess that’s why he didn’t respond to me always bending down in front of him,” Ocellus pondered. “He was a faggot the whole time, well at least that’ll make using his body against his will more fun. Let’s show them what their dicks are for, Cozy.”

Cozy giggled quietly next to her, and was already slowly crawling up onto the bed before Ocellus finished speaking, dragging her swollen egg-filled belly across the mattress. Ocellus smirked, crawling up onto the bed herself so that she could slowly pull the blanket down off of their sleeping bodies.

A lot of her new magic was pretty instinctive, so Ocellus made the preparations that she’d have to. Casting a bubble of silence on the room so they could enjoy their prey without disturbance, but didn’t initially cast any magic on the males. She was curious how far they could get before they woke from their pleasant dreams of one another.

“All the pussy in this school and you two go for each other’s dick,” Ocellus grumbled with annoyance as she stood over Sandbar, slowly moving the colt onto his back as he snorted in his sleep.

Cozy was a lot more awkward, but got the idea they were being quiet. She tried to turn Gallus onto his back, who thankfully was even a deeper sleeper than Sandbar, and started snoring loudly as he flopped into position and the swollen foal climbed atop his body to straddle his hips.

Ocellus had an easier time getting atop Sandbar with her lithe form, sliding her tail down to grasp at Sandbar’s limp shaft and begin stroking it slowly. Straddling down to rub her sopping wet pussy against it, his dick responded rapidly by hardening. Regardless of what he thought, his dick knew what hole it wanted.

It was surprising that Cozy didn’t wake Gallus up as her bloated belly lay against his gut and she spastically moved her hips about atop him, but he began to harden too. Neither of their shafts were much compared to Luna’s massive schlong, but they were still nicely built for underage males.

Ocellus carefully lined Sandbar up to her passage and slipped downward, shivering as she felt him stretch out her hole. She let herself drift downward as she took his entire length, a bit more of Luna’s cum oozing out only his belly as he filled her. She panted, taking slow strokes at first to try to keep him asleep without using magic.

“Gallus?” Sandbar muttered as he slowly started to wake up. “Another blowjob? This one’s even-”

His eyes opened finally and he stared up into the toothy grin of Ocellus above him, quickly explaining why it felt so much better than what he had last night. Sandbar’s whole body jerked as he yelped, trying to shove Ocellus off of him. She clung her legs around his hips, easily holding on with her new strength.

“Ocellus!” Sandbar screeched, then looked down to see his shaft embedded in her slimy pussy. “Sick! Get off me!”

Next to them Cozy was bouncing atop Gallus, making luscious moist sounds as she smacked her smaller body atop his, her belly wobbling with its load with each movement of her hips. Though his barbed feline shaft throbbed within her, Gallus didn’t actually wake up until Sandbar started shouting.

With Cozy’s transformation, Gallus shrieked like he didn’t even recognize her in the dark room. He grasped at her gut to try to push her off, then jerked his claws away at the cold slimy feel of the eggs undulating around inside her.

“Don’t like my soggy cunt, cock-sucker?” Ocellus laughed down at Sandbar as he struggled. “You won’t care what kind of hole your dick is going in once we’re done with you. You’ll both be indiscriminate rape monsters!”

“What are you even talking about?!” Sandbar screeched. “Please just stop! I can’t go inside you; I promised Gallus we’d be each other’s first!”

As Sandbar begged and Gallus screamed like a filly guide getting raped by a spider, their cocks were telling a different story. Ocellus’s oviduct massaged Sandbar’s shaft, caressing every vein and ridge, driving him quickly towards an orgasm regardless of his opinions on it. Gallus struggled hard enough that Cozy would have come off if not for the extra weight that Ocellus had put inside her. As it was, all his efforts did was bounce her on his dick more, the squirming sensations inside her only adding to the massage.

But best of all was Sandbar’s revelation that they hadn’t gone ‘all the way’ yet.

“Oh this is delicious!” Ocellus purred. “You boys haven’t had bum sex yet? We’ll hurry up and fix that!”

Of course Ocellus wanted them to experience the humiliation of getting off inside a female first, but the boys were taking longer than she wanted to get off. Ocellus and Cozy’s meat-filled holes were already constantly convulsing at orgasmic levels, but the boys were dragging their dicks getting to that point. So Ocellus charged her horn and sent a solid zap of energy into both of their guts at the same time, forcing them over the edge.

Sandbar’s begging devolved into a drooling mess as his orgasm hit him without warning. He tried to pull his hips back against the bed, but Ocellus pushed down firmly to keep him firmly embedded inside her as he hosed down her insides. Gallus seemed to get a bit more out of the sudden climax, forgetting Cozy’s grossness for a moment and grasping onto her thick hips, giving several solid thrusts upwards to expel his load into the already jam-packed passage, feeling the peculiar feel of the fertile changeling eggs writhing against his shaft.

Ocellus didn’t allow them time to come down from their initial shock as she yanked herself off of Sandbar’s shaft just as the last jet of cum sprayed upward, then grasped his hips firmly within her hooves. She lifted his rump up, her ovipositor stiffening as it extended from her body and pressed against his tight anal ring. Not caring about any pre-lubrication, she forced the barely damp appendage into him, causing his drooling gurgles to go up an octave in surprise.

Cozy didn’t have the equipment standard, but that didn’t stop the fun when the first spell Ocellus had read from the book was the one to change genders. Cozy’s quivering clit expanded rapidly, at first pinned against Gallus’s fluffy belly beneath her swollen gut.

She got the idea quickly though, following Ocellus’s lead as she pulled herself off the sated shaft and instead pushed her new tip against Gallus’s passage. Granted she was a lot more awkward about it, slipping against his hot buns twice before Ocellus grabbed her shaft in her telekinesis and held it steady for Cozy to force her way inside.

“What? How?!” Sandbar said when he finally got the ability to speak back.

“Didn’t pay attention in biology when they went over changeling anatomy?” Ocellus laughed.

“But Cozy is doing it too!” Sandbar screeched.

“You know what? I’m tired of you arguing,” Ocellus decided. “Time to feed and end the struggle. Maybe I should make you more mindless so you never speak again.”

Ocellus leaned forward as she moved her hips to push belly deep into his posterior, already thrusting brutally as her teeth sank into the front of Sandbar’s throat. She wasn’t sure if she was lucky or getting better, but she located a delicious pulsating vein on the first bite and immediately tore into it to drink.

Sandbar’s eyes widened as he spit up blood, trying to push her off at first, but that only lasted a few seconds before she felt the pushing hooves slip around her instead and start to pull her closer. He turned his bottom up a bit more and she felt his hips rotate in response to her own.

Cozy was a great deal messier with her affections, less biting into Gallus’s throat as grabbing a hunk of neck flesh and tearing her head back to rip it out before blood splurted upwards in a fountain of flavor. She dug into the meat, letting much of it soak the bed as she dug her fangs in to have a nice guzzle.

Gallus went still from shock the moment he realized what had occurred, and took a bit longer to get into it with the inferior as the one biting into him. However his claws eventually gripped at Cozy’s bottom and pulled her close, flexing his wings out into the blood beneath him as his tail fluttered happily at the clit-shaft taking his anal virginity.

Ocellus’s corrupted soul seemed to reach into Sandbar instinctively even before she meant to, first moving to encompass his energy before sliding needle-like protrusions through it, steadily picking through his life force and sapping it away. Cozy did the same, but in her case it seemed like what life she pulled from Gallus flowed right through her, a tendril of invisible but invigorating energy connecting her to Ocellus and charging her up with both souls at once. Ocellus began to understand how amazing this could potentially be if every minion was obtaining energy not just for themselves but for her as well.

“What was I thinking before?” Sandbar groaned, words barely audible through the splatters of blood as they left his muzzle. “Take my virginity and my life mistress! Cut me open! Tear into me.”

Ocellus obliged, shifting one of her hooves to flatten into the shape of a blade before ramming it into his gut. He arches his back at the additional stimulation, suddenly loving every ounce of agony that she pushed onto him. His shaft hardened slightly even with the loss of blood, and his thrusting back with her became more erratic in his masochistic pleasure.

She withdrew the hoof, then reshaped it into a second shaft instead, now shoving it directly into the wound she made and fucking both of the holes in time with each other, in one as the other pulled free rocking back and forth. Even as his soul dissipated and his blood drained dry, Sandbar squirmed in delight, and once her wicked magic had infected him more his bloodless shaft even shot back to full erection, bouncing against his bloody gut.

“More!” Gallus begged when he saw Sandbar getting extra, like a child jealous of their sibling. “More pain! More fuck!”

Cozy attempted to oblige, though as usual in a less orderly fashion than Ocellus. She definitely got points for creativity though. She grabbed hold of Gallus’s left wing, twisting one of his wing fingers back until it snapped at the base. Gallus moaned as it was torn free, before Cozy rammed it into his gut the same way Ocellus was working her arm.

It was a more brutal spastic stabbing, sending bits of blood and fur flying, but it was good enough for Gallus. Her giggled in delight, his kitty dick also hardening despite the blood loss as his soul sank into oblivion, slowly leaking out through Cozy and into Ocellus.

As she sucked the last bit of blood from Sandbar’s neck, Ocellus creamed a hot load into Sandbar’s posterior, giving him the treatment he should have given her long ago. Though she had no eggs to implant, she happily filled him up with gobs of green changeling slime, pushing up through his gut as his belly swelled and his body shivered in its own form of orgasmic bliss.

When Cozy unloaded into Gallus’s behind, her frantic stabbing of him had left his guts in such ribbons that cum pushed right up and out of the wounds, puddling on his hole-filled belly with the last bits of blood as his body and soul drained forever.

The males didn’t look done. They both had crazed expressions on their now-dead faces, tongues lolling out as their eyes darted around the room. Both had become bloodthirsty and sex-crazed zombies, but more on the mindless side than Cozy. Ocellus pondered if she shouldn’t try being even more creative with her next victim.

As for next victims, what Ocellus didn’t realize at this point was that Rainbow Dash had headed into the student dorms herself to return the book Sandbar had left in class while eager to get back with Gallus. When she found the door lock broken, she of course opened and stepped inside, only for her eyes to go wide at what she saw.

“What the flying fuck…” Rainbow said behind her, the speed-demon momentarily frozen as she tried to comprehend what was happening.

“Oh, hello Professor Rainbow,” Ocellus said as she turned her head around, tongue lolling out of her muzzle. “It looks like you’re our next toy.”

Ocellus ripped herself free of Sandbar’s posterior, letting his hindquarters go and stepping back out of the way. She didn’t have to give her minions verbal orders; it seemed just her will for them to turn their attention to Rainbow Dash would be enough.

Sandbar staggered up from his place in bed, Ocellus’s changeling spunk still drooling from his behind as he made his way across the bed and off it towards Rainbow. Gallus did the same, not even waiting for Cozy to disconnect from him and dragging her bloated form for a few steps before their bodies separated with a slurp. Cozy flopped on the floor and squirmed as she rolled back to her feet and dragged her way towards their new victim.

The blue pegasus was frozen in shock at first, rainbow mane and tail frazzled as her red eyes darted about in confusion. However she got the picture quickly and turned to try to dart out of the room. As fast as she was, this wouldn’t do, but no sooner had she flapped her wings than Ocellus took control of her body, clamping the wings back against her back to leave her face-planting onto the floor instead.

“This is perfect,” pondered Ocellus aloud. “I was afraid the Elements might pose a problem, but all I really have to do is pick them off one at a time instead of facing them all at once. I wonder why no other villains ever thought to do that…”

She then took a moment to look through the book she’d received while her existing fuck toys went to play with her new one, remembering something about transforming into different creatures in there and wanting to find a good choice for the speed demon.

Gallus gurgled as he was on her first, flapping his wings and landing next to her posterior. He grasped one of her legs in his claw, yanking it up and rolling her over onto his side as his eyes locked onto her fuzzy behind. Holding her up by the leg, he let his shaft flop against her tight behind and pulsate happily as he shakily lined himself up.

Sandbar moved to her other side, helping his former lover hold the one leg up as he moved his own shaft to prod at her warm slit. His blunt tip mashed against the unaroused pussy as Rainbow was barely able to squirm at all. It seemed that Sandbar had lost his fear of penetrating females well enough, along with his other thinking-related abilities.

“What are you doing? Get off!” Rainbow demanded, still not seeming to get the hopelessness of her situation in spite of her inability to move or resist. “Those are Wonderbolts-only entrances!”

Rainbow’s complaints were quickly cut off as Cozy wobbled her way to her head, plopping the fat belly atop it to pin her. Her wet shaft, still smelling like Gallus’s behind, was pushed into Rainbow’s muzzle as she opened it to complain again, and the pegasus found herself gagging on the disgusting meat that pushed to the back of her throat.

“Interesting…” Ocellus said, casually turning the page as Rainbow struggled pointlessly nearby.

Gallus pushed his tip against Rainbow’s ass, dragging his thick barb inward as he forced his way into the dry hole. The magic that now flowed through him swelled his shaft to twice its normal length, and Rainbow found her snug ring sliding down a fat girth that even an adult mare would usually avoid.

Sandbar pried open her pussy with his blunt tip, shaking and rolling his eyes back at the feel of her moist lips pushing down over every curve. He popped his medial ridge in and pushed all the way until his tip was snug against her cervix, then pumped his hips to slam forward as he beat violently at the door to her womb to force his way inside.

Even with Rainbow’s massive willpower, all she was able to do is shake her hooves, the one the males held upwards spasming and kicking into the air. Her wings trembled, but stayed uselessly clamped to her back as they had been ordered to. The proud pony finally started to cry, tears welling down her face and trickling over the shaft stuffed into her face.

Cozy grasped Rainbow’s neck with both hooves as her gut continued to weigh down her head. She unleashed a flurry of thrusts against her head, her neck bloating as her decrepit shaft pushed deep into her gullet. The disgusting taste made Rainbow heave, and eventually vomit, but there was nowhere for it to go, stuffed back down her throat by Cozy’s frantic thrusting.

Ocellus let the three take their time as she read, but felt herself grow both wet and hard as Rainbow’s fear welled up inside her. For the brave face she always tried to put on, Rainbow was absolutely terrified inside, and Ocellus had to wonder if it was always like that or if she’d simply realized that she was going to die here.

As she was finishing up the chapter, she looked up to see that the three were finishing Rainbow’s warm up rape. Sandbar and Gallus were gnawing on Rainbow’s raised leg, leaving gashes and teeth marks along the shivering limb as Rainbow squirmed, able to move just enough to give them some nice play with their victim.

Sandbar had definitely changed, since he got off in the pussy before any of the others. He beat through Rainbow’s cervix, invading her womb directly and finally unloading thick ropes of bloody equine seed into her. He didn’t slow his thrusting, continuing to pummel her belly and push her back against Gallus to play pelvis ping-pong with her behind.

Gallus meanwhile had her ass bleeding, tearing up the inside with his wicked barbs. The tight ring had given and split, sending blood drooling down his sack and thighs by the time he unloaded himself as well. He pumped her rectum full of seed, stretching out the back until he punctured through into her gut, coating her raw intestines inside with his load.

Rainbow looked dizzy, her face bluer than usual as Cozy pushed the thick sausage down her neck. The attempts to bite were useless, only able to put enough pressure to send shivers through Cozy’s rotting body and driving her towards climax. When Cozy went off, the result was almost all blood, pumping directly into Rainbow’s stomach and causing her to try and vomit again before the whole mess was again pushed back into her gut.

As they were finishing up, Ocellus put down the book and shifted into the creature she had just learned about, a plant-monster called an alarune. As she sat up on her haunches, her legs split apart into dozens of root-like green tentacles, flower-like petals opening around her hips as her upper body stood tall above it. The rest of her body was covered in vines and other plant life, but a great deal of mushrooms as well. The biggest one was sitting on her head like a hat, though it was more like her entire head had become a mushroom with her face still sticking out of the front.

“Good work, my lovers,” Ocellus praised her minions. “I want to make Rainbow suffer and die personally, so why don’t you three go get our other three friends to turn them as well. I want this whole wing of the dorms turned before morning; this school won’t know what hit them until it’s far too late.”

Cozy pulled free of Rainbow, followed by Gallus and Sandbar as they instinctively followed their mistress’s desire for them to follow Cozy. It left Rainbow gagging and catching her breath. Her ass and pussy were bleeding and drooling spunk as she flopped down onto the floor in a puddle of cum and necrotic fluids. The three ghouls shuffled out of the room obediently, Cozy in the lead, off to make sure the whole friend group was part of the family by morning.

“Mm, there’s just something about shamelessly ordering the death of my best friends,” Ocellus shivered, her tentacles writhing stiffly beneath her, but then turned to the helpless Rainbow. “Do you know what an alarune is? Probably not, it’s like a half-pony half-plant, hardly mobile at all, so I thought the humiliation factor of dying to one would be just delicious torment for you, Miss Speedy.”

“You’ll… never… get away with…” Rainbow groaned dumbly before she broke into a fit of gags. Ocellus didn’t like her talking back, so she increased the body control spell so she’d only be able to say what she should, even if she thought differently.

“Listen to the lesson teacher,” Ocellus smirked, vines writhing as she very slowly made her way over to Rainbow. “This is a mushroom alarune, which can produce non-sentient ‘offspring’, which devour the flesh of a victim while keeping them alive as long as possible. It’s quite amazing, really, no wonder my Mistress was fascinated enough to write about them.”

As Ocellus grasped each of Rainbow’s limbs in one of her tentacles, the pegasus began to sob outright, unable to move otherwise other than shivering. Her eyes were wide and face slack with horror as Ocellus looked into her eyes. In truth, she wasn’t actually certain how this would work, but she knew it’d get her off and that was the important thing.

“Now try to enjoy it, professor,” Ocellus teased. “You only get to die in screaming agony once you know.”

Ocellus wormed two of her tentacles up each of Rainbow’s hind legs, with another coiling around her neck before making its way to her muzzle. She took it slow, heightening both her and Rainbow’s anticipation at the fun beyond. Still, she wasn’t able to take it too slowly, since this was definitely the type of thing she’d been hoping to try. She was sopping wet at the thought of murdering each Element bearer in a different way like this.

As tentacles slid into each of Rainbow’s well-raped entrances, Ocellus shivered all over. The sensation of pushing a shaft into all three holes at once was incredible, exponentially better than just one.

Rainbow’s helpless body hung there in the air as she was violated, the increased hold keeping her from resisting externally. She spread her legs unwillingly as the soggy mixture of cum and blood dripped down the tentacles invading her pussy and ass. She felt the need to gag as the other swelled into her throat, but wasn’t even able to do that with the control she was under.

The room was alive with the slick sounds of penetration as Ocellus invaded her rapidly from all sides, and the new experience drove her quickly towards climax, especially after having taken a reading break. She found herself cumming quickly, her body surging as the fluid shot down through the three tentacles, visible and pulsing white through the translucent flesh.

What came out was less cum and more a mulch of liquid spores. Rainbow’s womb, stomach, and intestines were pumped up with a few pulses that mixed with the rape juice already inside her, before Ocellus yanked all three prongs free and splattered the rest all over Rainbow’s body. The spores seemed to have a mind of their own, spreading out over her form, first matting her fur and then covering her complete layer of white. Rainbow thrashed as even her eyes were covered with spores now, but she was powerless to close them.

At first it was just a gross slimy sensation all over her body, but Rainbow’s skin tingled until it reached the point of burning. It felt like she was covered in liquid fire rather than spores as the tiny creatures ate at her flesh, picking apart each cell as it worked through her inside and out. Rainbow’s body convulsed as she felt herself slowly eaten alive by the mass, as if she were being digested there in midair.

“Don’t just squirm,” demanded Ocellus. “Praise me for this gift I am giving you; don’t you know how few ponies ever get to suffer like this? Your torment would make Tartarus blush with shame!”

“Thank you, Mistress,” Rainbow wanted nothing less than to open her muzzle and speak, but had to obey even as she shrieked at the agony in her head. “I’m privileged to get the screaming death my bitch ass deserves! Don’t give me even a moment's rest!” Her voice was barely audible as spores covered her tongue and gums, making her sound like she was speaking from underwater.

Ocellus pulled her closer, this time forcing all three tentacles that had been having her before into her pussy. Even the gaping hole was stretched from that, ripping up through her ruined cervix and into her womb that was crawling with more of the spores. She pumped in and out in sequence so that Rainbow’s cunt always had at least one going in and out of her, each tentacle continuing to splurt out the mass of spores while her womb grew taunt like an overfilled balloon.

Another three tentacles wound around each other and invaded Rainbow’s ass, giving it the same treatment. Her intestines were already torn open, so her belly began to stretch as the spores moved out through her body, burning at her insides the same way they burned her skin.

Her womb burst violently inside her, her body thrashing momentarily as the spores spread through her insides. They seemed to be able to bring pain even in places where it shouldn’t be possible, and Rainbow felt each and every organ like it was boiling in fire, yet still the magic of the gunk kept her alive to suffer. Not just alive, but hyper-aware of every sting.

“Yes…” Rainbow continued to unwillingly praise her. “I want to suffer and die and for my friends to do the same, give me the death I grossly deserve!”

As she used her, Ocellus noticed that Rainbow’s body wasn’t simply being devoured by the mass. It was actually being replaced by mushroom mycelium. Just as Ocellus hoped, killing a victim while transformed could transform them into something completely different than a simple ghoul.

“I will kill you, but that won’t bring your suffering to an end,” mocked Ocellus. “I’ll keep you ‘alive’ as an immobile undead vessel, eternally suffering the pain of being eaten alive. Your soul will be in a literal Hell without end.”

Ocellus wanted to see what Rainbow would say to that, so finally released the body control. In the grotesque agony she felt, it wasn’t like Rainbow was going to be escaping. Her body was immediately alive with thrashing, arching her back and screeching as her form undulated under the waves of torture.

“No, you have to kill me!” Rainbow said, barely getting out the words between a fit of gags. “What good would I even be like this!”

“You’d be good for getting me off!” Ocellus replied, renewing her thrusting into Rainbow’s holes and bouncing the pegasus about as her wings flapped frantically within the grasp of other tentacles. “I could cum in you every day for centuries and never get tired of it!”

“I’ll do anything, just end it!” Rainbow continued to beg.

“Anything?” purred Ocellus. “Okay, I’ll give you an alternative. You can betray all your friends, everything you believe in, and willingly become one of my undead brides instead. Instead of suffering yourself, you’ll infect other unfortunate victims into mushroom infested zombies, making innocent ponies face your fate instead.”

“I’ll do it!” Rainbow cried out without hesitation. While Ocellus didn’t need her consent to make her a bride, having her agree to it made all her tentacles throb in bliss.

Ocellus pulled the struggling pony close, finally moving to sink her teeth into Rainbow’s neck. Though much of her flesh had been converted, there was still delicious blood pumping through her body. Ocellus sank her fangs in and gulped at the mushroom-flavored fluid, guzzling it down as she pulled Rainbow into a hug and continued drilling her holes.

Rainbow’s change of heart was instantaneous. Mid-scream, her voice turned into a moan. She willingly pulled herself closer to Ocellus, her new mushroom skin feeling soft against Ocellus’s. Her own legs were splitting into tentacles as Ocellus’s had, a blue mushroom cap extending out slowly from her waist as she transformed, flopping up and down from the impacts of her deep fucking.

Feeling Rainbow’s head start to change as well, Ocellus stiffened one of her remaining tentacles into a phallic spike and suddenly rammed it into Rainbow’s ear. The pegasus groaned as her eyes rolled back, letting it sink into her cranium. A burst of spores were pumped directly into Rainbow’s brain, noodly gray matter splitting apart but somehow keeping her conscious.

As she began to violently mind-fuck Rainbow through her ear, Ocellus let her soul seep into Rainbow’s, beginning the invigorating process of stealing her life energy away, reducing her to an undead slut. As she sucked out the last of the blood, the flow seemed to be replaced by the mushroom slime, which Ocellus took several deep gulps of before pulling her head back.

She pushed another tentacle into Rainbow’s other ear, ramming the two together in the middle and thrusting her head back and forth. As another burst of fluid splattered into Rainbow’s head, it began to leak out her muzzle and even around her eye sockets. Her head was slowly covered by a huge mushroom cap, even bigger than the one on Ocellus’s head.

Pulling all her tentacles back at once, Ocellus let Rainbow flop down onto the floor, now fully transformed and ready for her new life. Her tentacles undulated lustfully, looking up at Ocellus with an adoring expression before wobbling herself to stand. Her tentacles lashed out, trying to move herself around, but the former speedy pegasus wouldn’t be going anywhere fast; she’d have to lure her prey to herself, and Ocellus was sure some of the other ghouls would help just to see what horrors awaited her victims.

This was the first of many though. She flashed back into her original form in a burst of green energy, her ovipositor throbbing as soon as she did. Even after all that fun, she still had juice drooling down the back of her thighs. She had a lot of very fun work to do.

3. Rarity's Shitty Day

Just as Ocellus had flashed back to her original form, Cozy opened the door to let herself back inside. The little egg sack almost had to roll to move, and was dragging a little pink filly about the same age as her by one leg. The little one was sobbing beautifully.

“Oh, Cozy,” Ocellus tilted her head. “Are you already done with your friends? I must have taken longer than I thought, but right now I think I’m going to go find another teacher.”

“Mistress, I brought this for Rainbow!” Cozy said proudly, avoiding the question about if she was done with the friends. “I wanted to see what you did to her and how she’d deal with prey too!”

“Such a generous overachiever,” Ocellus patted her head. “Very well, you keep this student wing secure and I’ll so see… Rarity I think. She stays overnight at the school more than any of the other teachers.” If Ocellus had to guess, it had to do with all the younger foals that visited Rarity’s room at night when she was here.

Cozy saluted, dragging the screaming child towards Rainbow as the alarune hissed and eyed the new potential prey with interest. As Ocellus walked out into the hall, she could hear Gallus and Sandbar groaning towards the back of the hall. She wondered if they’d gotten to the others or if they’d escaped, but it didn’t much matter. The Elements would only work if they were together, and she’d already eliminated one. It was a pretty glaring weakness.

Ocellus left them all to their fun; she still wanted to take out as many heroes as possible before anyone had time to react to her actions.

Ocellus turned herself invisible before heading out into the main school, not wanting to draw more attention yet. As she walked, she continued reading Luna’s book, still wanting to take a fresh approach with each of her favorite victims. For Rainbow it was her opposite, a slow creature, so maybe for Rarity she could find the most repulsive creature she could.

When she was almost at Rarity’s room, she found the perfect match. It was in a section about lesser demons, and the picture showed a pestilence demon resembling a pony, but whose entire body was made out of shit and other filth. It was basically a slime monster made out of liquid scat instead of slime. Perfect for Rarity.

Ocellus still found such a thing completely fuckable, no longer having any reservation about feces or other gross stuff. Besides, seeing Rarity degrade into a shadow of her former self might be even hotter than her normal near-model physique. Her ovipositor stiffened to full hardness, and she couldn’t wait to turn the prissy pony into such a foul thing.

When she arrived at Rarity’s overnight room, it was closed and locked, but Ocellus still heard voices inside. Getting in to see what Rarity was hiding was easy enough, the changeling’s form melting into a shadow to creep through the gap at the bottom of the door before reforming on the other side.

What she saw stunned her. The normally prim and proper Rarity was bound, hind legs tied and forelegs pulled behind her back to be bound to the bedpost. She had a blindfold over her blue eyes, a ball gag in her muzzle, and a large pink dildo inside her pussy. Her labia looked every bit as tightly stretched as Rainbow had been from multiple tentacles thanks to the obscene girth. It also seemed to be vibrating as if enchanted. Her white body was covered in sweat and her purple mane was a rare mess for the diva.

More surprising was who had her in this condition, none other than her little sister Sweetie Belle, standing before her with her little foal pussy drooling down her thighs. For once the pale, pink-purple maned foal looked less disheveled than her big sister. It was pretty common knowledge that Rarity was a foal fiddler, but Ocellus had never dreamed that the young one would be the dom in kinky situations like this.

“You never learn, big sis,” Sweetie said with a teasing mock anger, her green eyes glinting with desire. “I can’t even count how many times I’ve caught you fucking my toy without my permission. We agreed that Spike belonged to me, but it seems I’ll have to teach you a lesson to make you remember that!”

Well there was a whole can of worms that Ocellus wished she knew before, though maybe she wouldn’t have cared about it before in her previously unenlightened state. She slowly approached Sweetie from behind, still invisible but watching to see what they’d do.

Sweetie unlatched Rarity’s gag, allowing the saliva-covered ball to bounce down her form and to the floor, landing in a puddle of Rarity’s secretions.

“I deserve more, Mistress!” Rarity immediately begged, surprising Ocellus further. “You have no idea how often I’ve fucked his baby dragon dick without you knowing! I need to pay for my crimes!”

“You’re gonna be late for class,” Sweetie said a little seriously, but then returned to her teasing voice. “Well if that’s true though, I have to!”

Apparently Rarity was into full sensory deprivation, because this time when Sweetie put on the ball gag, she followed up with a set of elegant gem-studded ear-plugs to cut Rarity off from sound too so she wouldn’t know what was coming next. Sweetie grinned as she hopped over to a ‘toy box’, pulling out a strap-on that was conveniently sized for foals to wear despite the huge phallic portion. She turned back to Rarity as she put it on.

Ocellus saw no better time to interrupt the fun, suddenly stepping out of the shadow. She grasped Sweetie from behind, mounting up atop her to grasp her head in both hooves, then leaned her neck over to sink her fangs into her neck. She had the movement down by now, sinking into the perfect spot to get a nice gulp while also injecting her potent venom.

The filly tensed up and squeaked at the sudden intruder, dropping the strap-on onto the floor before getting it properly tied. She struggled for only a few moments before a shudder ended her resistance and her squeak turned into a moan.

“Take me…” Sweetie said without even looking behind her to see who it was. “Fuck me, kill me, whateverr you want…”

“Now there’s the attitude every creature here should have,” Ocellus chuckled, but pulled her teeth back, using her magic to close the neck gash enough that she wouldn’t bleed out yet. Instead, she concentrated on shifting herself.

Ocellus’s body kept her shape, but her flesh became slimy, glossy brown-green surface shimmering in the light. Everything down to her bones was converted to the slimy substance, her movements looking more like uncanny undulations. But the worst thing was the rancid smell that immediately filled the room, hanging thick in the air.

Sweetie breathed in the scene as if anything her new Mistress did delighted her, but Rarity’s face scrunched up in disgust as she grunted questioningly, a question that went unanswered for the moment.

Now Ocellus could reshape her body without even using her shifting magic. She remained mounted on Sweetie, but her ovipositor extended and split into two separate tentacle protrusions, each ferreting out a different hole. Despite their slimy look, the grotesque slime remained firm enough to prod at the foal’s best bits.

The lower one stained her skin brown as it stretched out her tiny cunny, finding no hymen to force its way through, which wasn’t surprising with a pint-sized slut like this. She stretched her wide, prodding easily back to her cervix, punching at the door to her womb several times before squeezing through it, mushrooming out to fill her womb completely before compressing as she pulled back.

The top one pushed into her behind, finding it tighter but still obviously used. This one had more freedom to move forward, pushing past her rectum and winding its way up her intestines, gaining distance with each solid thrust. When it met Sweetie’s own digesting feces, it just slipped around them to swallow the mess into its own form before proceeding onward.

Ocellus ran her tongue up the side of Sweetie’s face, before extending it out suddenly, almost looking like a stream of vomit that winded its way from her muzzle to Sweetie’s and forced its way inside. Sweetie opened wide as her hips began to twitch against the other invasions, swallowing the unnatural mess without hesitation.

“Your sister will hate you for this,” Ocellus purred. “Until she becomes one of us at least, you’ll be the most disgusting creature she’s ever seen, my little shit demon.”

“Will it hurt?” Sweetie managed with her muzzle full.

“Excruciatingly, for both of you,” Ocellus assured.

“Good,” Sweetie moaned as she moved her hips more. “I’d endure eternal pain if it made your pussy churn!”

Ocellus wasn’t exaggerating as her slime began to burn into Sweetie’s insides, rotting any flesh that it touched. The changeling held it back as much as she could, taking it slow to draw out more agony that she knew her new minion wanted. Sweetie shuddered as her whole body stung inside and out, her pussy convulsing as she creamed herself in anticipation for even more torment.

Before the anal tentacle winded its way through her intestines, they began to slowly come apart, and she found it easier to simply drive up towards her stomach. At the same time the one in her throat mushroomed out into her stomach, then burst a single thread through the bottom, joining with the other to saw back and forth inside the little body.

“Hurry,” Sweetie gurgled. “I want to become yours in death, I want EVERYONE to!”

The vaginal tentacle mushroomed again on the next thrust, this time tearing apart her ovaries as well, bleeding out with the others to join and slime between her organs. Soon they were all dissolving away into shit, her body starting to give out as her bones began to convert. She moaned when her body collapsed beneath Ocellus, her body jiggling around as her insides churned.

When Ocellus finally came, she could see the cum-shit spread over Sweetie’s form, rippling over her torso as her whole body was filled with the churning fluid of her inevitable transformation. Ocellus took a moment to drive healing magic into Sweetie, slowing her transformation to let her bathe in the ocean of agony even longer.

Ocellus let her own body compress, completely liquifying herself and draining into Sweetie’s quivering pussy. The foal’s new body bulged out as Ocellus let herself crunch up inside of the foal, finally leaving only a single waggling tentacle protruding from the little foal cunny. Now she had a real strap-on.

Nearby, Rarity was confused, shaking her head in disgust as the only thing she could sense was the smell. It was time to involve her again though, and Sweetie reached up to unlatch the ball gag once again.

“What IS that smell?!” Rarity demanded, her voice having gone from sensual to bitchy, then choked as the absence of the gag only made her get a better taste.

Without explanation, Sweetie yanked Rarity’s head downward, ramming the Ocellus-cock into her choking maw. As the final bits of bone burned up within Sweetie’s body, she began pummeling her sister’s face, forcing the throbbing tentacle into her throat. Strings of warm green and brown slid down Rarity’s face and over her body.

Rarity immediately puked at the putrid mess, only to have it packed down into her throat repeatedly, expelling more with each thrust like a vomit orgasm. The chunks of her last meal that escaped dribbled down her face, but most of it was driven back down.

Ocellus began to extend herself with each thrust, pushing deeper into Rarity with each thrust. Letting pleasure ripple through her as her body pulsated, she drove her other end deep into sweetie at the same time, pushing up through her pussy like a double-ended strapon, but going far deeper in the process.

More of Ocellus’s tentacles pushed free from Sweetie’s asshole and out her muzzle. The one out of her ass whipped around, intertwining with the vaginal tentacle and stuffing Rarity’s throat wider, stretching out her neck until her face slowly started turning blue from lack of air, in the process making sure that no more vomit escaped, the entire mess going up and down in Rarity’s body like a liquid piston.

Sweetie lapped the tentacle from her throat at Rarity’s mane, matting it with gunk and letting more warm slime slide down Rarity’s body. The fashionista was in a blind panic by this point, thrashing against her bonds and kicking her bound legs to no avail. The horror coursing through her now was most delicious for Ocellus as she absorbed it, far more than any other punishment could have elicited.

Sweetie was lost in bliss now and couldn’t hold herself for even seconds after making her prissy sister eat shit, and her pussy compressed as she came herself. Rather than just her little pussy, her whole body rippled with the impact, tensing over every inch of the compressed Ocellus inside her, giving her a full body massage as she came herself.

Ocellus let Sweetie’s juices funnel through her into Rarity, mixing with her own as they were blasted into Rarity’s unwilling tummy. Mixing it with her vampiric venom, at the same time Rarity was injected with the blissful drug that turned Sweetie into a slave.

Rarity’s panic when the gobs of shit-sperm were driven into her belly melted away, and suddenly her kicking was replaced by grinding her hips against her rancid little sister. It was all still so disgusting, even terrifying, but without understanding why she now wanted it to be that. She wanted to suffer for her new mistress without question.

Meanwhile, Ocellus found that being fully inside Sweetie made nibbling her soul all the easier. Even if she was entranced, her soul instinctively resisted, trying to pull outward before being surrounded by Ocellus’s energy and slowly coming apart to her ministrations. It was sweet and energetic, as only a foal's soul could be, and she felt herself growing more powerful with each soul consumed.

When sweetie pulled the intertwined tentacles from Rarity’s throat, the mare gasped for air for a moment, feces-covered chest heaving. The vomit she had been trying to hold in surged forth once more, but this time she closed her muzzle tightly. Though chunks of it blew out her nose, she swallowed the rest of it down willfully this time, running her tongue around her gums to savor the mix of vomit and shit that coated them.

As her drenched blindfold slipped down from her face, she stared at her little sister, disgusting shit tentacle whipping out from her muzzle. Her eyes went large as the tentacle knocked the earplugs out of her ears as well, letting her hear the wet sound of taint whipping about. Sweetie’s eyes, now swirling green pools of diarrhea as her eyes burst, stared at her lustfully, lost in bliss and wanting more.

“She’s dying, Rarity!” Ocellus formed a mount on the tentacle from Sweetie’s muzzle to speak to Rarity. “She’s literally turning into shit, her whole body is in such torment, but she loves every moment of it! You’re going to die the same way!”

“Yes, I want it!” Rarity moaned, slurping at the tentacle whipping from Sweetie’s muzzle, not even caring at the lack of a logical explanation. “This is perfect for me, turn my beautiful body into rancid shit to match my rotten personality! It’s what I deserve!”

Sweetie’s body shook violently as even her bones had begun to decay, replaced with firm logs of shit to keep her from completely collapsing. She moved a shaky hoof to Rarity’s pussy, yanking out the dildo suddenly and flinging it across the room to make way for her own Ocellus-cocks to shit down another hole.

Rarity had now slowly started to transform as well, the load of shit down her throat beginning to slowly eat its way through her stomach lining, rotting her from the inside to turn her into her opposite. The gunk that had drooled over her body had started to change her outside as well, her soft fur melting into slime as her skin darkened as if rotting away. Though she couldn’t see it, she could feel the pain spreading across her body, and she loved every second of it.

Sweetie was so torn up inside that it was a wonder she hadn’t died yet, but she was determined to have a go at her sister’s other sweet holes first. She moved down her sister’s body as Rarity spread her legs wide, hips already undulating excitedly in anticipation. The Ocellus tentacles from Sweetie’s pussy and ass whipped about, then stiffened as they found their target.

Rarity’s pussy was already gaping wide from having the dildo inside her for hours of play, but still found her labia stretched wide as the slime flexed outward upon entering her. It filled her perfectly, pushing down through her vagina and pushing deep. The slut’s cervix was already ruined, so it pushed easily into her womb before spreading, branching out and pumping its way directly into her ovaries.

When pushed into her taut ass, Ocellus wasted no time stretching herself deep through the rectum and up through the intestines. This time she wanted to see if she could wind through the entire mess before they started to come apart, so even when Sweetie’s hips were pulling back, Ocellus’s body was elongating inside Rarity, increasingly bloating up her belly with every second.

The binds that held Rarity’s front hooves, covered in viscous slime as well at this point, allowed her to slip her hooves free. Once she realized, Rarity moved to rub the ranid shit into her fur, making sure that not a single inch of her body wasn’t covered in what she’d soon melt into. Her ragged skin had loosened in parts and tore, revealing the shapely muscle beneath that would soon melt away, mixing the shit covering her with streaks of her blood as well.

Sweetie’s body convulsed as she creamed herself one more time, causing a gush of grotesque liquid to push up through the long shafts deep within Rarity. Her womb quickly filled and burst from the thick slime pumped into her, spreading out over her body as waves seemed to pass through her body. She vomited another load of shit onto Sweetie’s face from the other, shortly before the tip exited her muzzle.

The foal’s body finally couldn’t take anymore regardless of how long Ocellus attempted to drag it out, and collapsed onto the floor as her body seemed to lose its shape. Her life completely gave out as the rest of her body collapsed in on itself, burning through the last bits of her original body as she died. An evil light glowed in her liquid eyes as the foal began to rise again as her new undead form, her transformation finally complete.

Ocellus pulled her tentacle back inside Rarity’s muzzle, but slopped her way out of Sweetie’s distended pussy and ass. The rest of her form began to move up into Rarity through both her rear entries instead, transferring from one victim to another in order to continue the corruption.

Rarity felt her insides start to decay as her body bloated out further, Ocellus moving into her torso and churning around like a whirlpool of feces inside her. She slowly grinded her organs down again, trying to take her time as she did with Sweetie, but the longer she had dragged out the session, the more her arousal grew and the harder it was to hold back.

“Our Mistress… inside me…” groaned Rarity as she felt her hooves all over her distended gut. “I never knew such blissful torment existed, I’m ready to die for your pleasure. For our pleasure!”

As Ocellus took her time within, Sweetie began to coalesce back into a firmer form. She slimed her way up Rarity’s body again, only moving close to her former shape once she was covering Rarity’s entire front. Her hooves formed, but were more like tendrils of shit logs that wrapped around to grasp Rarity, holding her as Sweetie’s head reformed right in front of Rarity’s.

The putrid creature wanted nothing more than to assist in her big sister’s ascension, so formed fangs in her muzzle and bit into Rarity’s neck eagerly. When she didn’t aim well enough for significant blood to emerge, she simply grew more fangs, puncturing Rarity’s neck with dozens of teeth, bound to hit the right spot with some of them.

And she did, slurping in a feast of Rarity’s decaying blood while she was eaten from the inside. Sweetie slurped up every drop of the blood, but it could be seen flowing about her liquified body as streaks of red passed through her, flavoring her whole body with her sister’s blood as she drank eagerly.

For Ocellus, Rarity’s soul wasn’t quite as sweet as a foal’s, but she was still an Element holder, so there was a lot of spiritual energy to chew out of her. The churning whirlpool within Rarity pulled and compressed the life energy within it. It was twisted and squeezed, leaking out excess life as it was wrung out like a wet washcloth, powering Ocellus up all the more.

The special moment between the trio continued as Sweetie’s body also dissolved Rarity’s form from the outside, slowly wrapping about and blending with her sister. Rarity was dissolving faster than Sweetie had due to the extra help, but Ocellus didn’t mind, and getting to help in a sibling’s murder was something she wouldn’t take from Sweetie.

Rarity creamed herself hard one more time, adding a burst of clear fluid to Sweetie’s body that swirled about before being overcome by the rest of her filth. She arched her back, rolling her eyes back just before they burst into pools of green fluid, vomiting up a fountain of gore and shit before her body gave out as well, her life finally completely spent.

As Ocellus began to leak out through holes in her rib cage, she joined with Sweetie to now churn around Rarity’s body, tearing apart the rest of her corpse like a blender. Her legs were crushed against her body before chunks of flesh were torn off to the bone, and her torso was already collapsing under the pressure. The remaining binds on her body came free as her body separated.

This continued until they felt the tension of resistance upon Rarity’s re-awakening. Her body burst into tentacles, swirling about their own. Soon their bodies began to tear apart once again, each one forming into their former shape, more or less, as the last bits of Rarity’s old body were dissolved between them.

“I’m dead, I’m really dead!” Rarity moaned, immediately moving both shit hooves to her pussy, rubbing it eagerly. “Whoever thought this would be my destiny? Or that I’d love it so much?”

Their antics however were interrupted by a knock on Rarity’s door. A voice called from outside.

“Professor Rarity?” the voice was that of Shimmy Shake, another student at the school and one of their cheerleaders for sporting events. “You didn’t show up to class and we were worried… actually a lot of students haven’t shown up. We sent Lighthoof to the dorms to check on them but I thought I should check with you.”

“Well how convenient,” Ocellus chuckled wetly. “I’m sure my minions at our dorm wing will take care of Lighthoof nicely, but for now, I think I’ll watch my new vampire brides here take care of their first victim together.”

“Yes, anything to make our Mistress proud!” Sweetie agreed enthusiastically.

“What is that smell?” called Shimmy after another knock on the door, not hearing them yet.

“Come in!” Rarity called back, her voice a bit wet but still basically the same. She whipped a tentacle over towards the door to unlock it.

“Is something wr-” the light orange earth pony opened the door and stepped inside, initially cringing from the full force of the smell before clearing her orange eyes as the door closed behind her. She stood there, speechless, staring at the sudden monsters in front of her. She moved her darker orange streaked hair a bit out of her line of vision as if that would help her make sense of this.

Ocellus stood back for now, letting her two minions work on their own for a moment. Shimmy didn’t have time to react before slimy tentacles shot out from Rarity and Sweetie’s front hooves, each grasping one of their victim’s hooves before pulling her further into the room.

Shimmy’s shriek upon being pulled inside was cut off quickly as Rarity spit out a glob of feces, skillfully landing in Shimmy’s muzzle and turning her scream into a gagging fit. She heaved, trying to keep from vomiting as she attempted to turn around and flee the room.

“You know you were a bit too old for my taste before,” Rarity said to the barely underage pony. “But my preferences have… expanded.”

“Now it’s anyone that we can kill for our Mistress!” Sweetie added.

Rarity moved behind Shimmy, grasping the struggling pony from behind. Undulating her body about the things, Rarity formed two tentacles, as if turning her pussy and anus inside out to make use of the prolapse. Shimmy found her tail violently torn out of the way by Rarity’s teeth before she was invaded in both of her virgin holes from behind, managing to shriek one more time.

At least until Sweetie grasped her head and yanked it down to mount there as well. Forming her own phallic shit tentacle into something like a tongue, it wound its way into Shimmy’s muzzle to force it open before jetting down her throat. Shimmy vomited much as Rarity had, but this time Sweetie let the chunks blow out around her shaft, just adding more filth to her own body.

Shimmy struggled to no avail, trying to pull herself away from both of them by scrunching her body up. She tried to kick at them, but the force of the kicks were half-hearted even for a normal pony, not wanting to touch the grotesque creatures any more than she had to.

“Just let it happen,” Ocellus told her. “You’re going to die a horrible death and transform into a shit demon, just like your friend at the dorms is probably already transforming into a ghoul or zombie.”

“Honestly you got the better option,” Rarity offered Shimmy. “You get to be far more unique!”

Shimmy seemed to give up after a moment, her body going limp as she was knocked back and forth between them. Sweetie’s lower shaft pushed deep into her pussy on the first thrust, bulldozing her hymen like it was nothing and then following up with her cervix, sending the first jolt of pain through the pony’s body as she filled up her young womb.

The upper tentacle hammered into Shimmy’s rectum, but was too excited to bother winding its way up her intestines as Ocellus had. Instead she formed it into a firm spike and just ripped through the back wall, pushing up into the mess of her guts as the warmth surrounded her. Already Shimmy’s inner flesh was beginning to rot.

Sweetie rammed her first tentacle down Shimmy’s throat, churning towards her stomach and rushing to meet Rarity’s tentacles in the middle. However she felt left out in the lack of extra holes on this side, so decided to improvise.

Two more spikes formed on Sweetie’s belly, her tiny breasts seeming to elongate towards Shimmy’s eyes. They widened for a moment before each was stabbed by the firm shit logs, which gradually increased pressure. Sweetie held Shimmy’s head firmly in both hooves, keeping her till as she was stabbed.

Finally they broke through, eyes popping like sour grapes before their flesh began to dissolve. Thick shafts pummeled her bare eye sockets as her body convulsed as the trauma. She meant to bend them downward to avoid the brain, but in her eagerness she stabbed directly into the thick noodly flesh, sending a delightful convulsion through Shimmy’s body.

Shimmy’s mind fogged, but it was only the higher functions that were robbed from her. She still had the ability to feel pain, which is what really mattered. As her body bounced back and forth like a ragdoll, the only thing she knew was that she existed and it was agonizing.

“You literally mind-fucked her,” Ocellus joked a bit, but inside was a little jealous she hadn’t thought of doing it first. It was nice to see her brides could be creative at least.

Within Shimmy, Rarity dug through her organs going forward, bursting through her womb as well before both of her tentacle dicks merged with Sweetie’s in the middle. They began to saw back and forth within her, spikes extending from their long shafts to slowly tear apart her insides with the friction. Shimmy’s torso began to bloat grotesquely from the overload.

“This is the best sister time we’ve ever had,” decided Rarity, digging shit-claws into Shimmy’s ribs as she pummeled her behind wildly.

“This is the only sister time we’ll need, sis!” Sweetie said, drooling onto Shimmy’s head as her own hips were a blur of motion.

Having their first official victim together sent them into an orgasmic bliss quickly, and soon both Rarity and Sweetie exploded inside her. Disgusting green and brown slime filled Shimmy starting in the middle, bulging out her torso until several of her ribs cracked loudly from the pressure. It then began to flow into the rest of her body as she was torn apart inside.

When Sweetie came into her head, what was left of her brain was crushed against the back of her skull. Liquid shit poured out of her eye sockets, nose, and ears all together and began coating her body down her neck.

Her torso gave from the pressure of the eager pummeling as her spine shattered, body scrunching up between them until her head and behind were almost even with each other. The dead pony’s whole form seemed to implode in on itself before gaping holes formed in her skin to spill rancid gunk everywhere around her.

Shimmy’s body collapsed into the pile of shit where she now resided, quickly being eaten up by the acidic gore. Her body might need to fully dissolve for her to transform into an undead slime, but she was well on her way.

Finally Ocellus returned to her original vampire form, allowing Rarity and Sweetie to continue to impale the cadaver on their cocks as she casually walked around them to move towards the exit.

4. Applejack's Family Time

Things were going well; two Elements down and it still seemed like most of the school didn’t know what was going on still.

But who knew how many people had gone to check on the students and not come back by now, so they’d probably catch on eventually. Ocellus wanted to get as many done as possible before that happened.

Ocellus went towards the classrooms now, thinking maybe she could infest a few classes before anyone noticed, especially since they’d all be pretty sparse now. On the way, she had to pass through one of the sports areas, the one with the large indoor pool for swimming classes that they weren’t having today.

At first Ocellus was disappointed at that, since drowning was certainly a thing that she wanted to make someone experience. Then she noticed that there actually were a few ponies that had just taken a dip of their own accord and were now drying off at the side of the pool. It was none other than Applejack with her siblings Big Macintosh and Apple Bloom. Had she invited them to a class and taken a dip in the pool first? Or maybe she was just abusing her professor privileges by letting family use school equipment.

It didn’t matter much, because this was perfect. If Ocellus wanted to turn Applejack into an opposite, turning the earthiest of the earth ponies into a water-based creature seemed like the way to go. She opened Luna’s book and flipped rapidly through the monster chapters to find something.

“Sure were a ton of absences in my first class,” Applejack was saying. “All from the same dorm too, so ah went ahead and sent the school nurse over there. Probably all got tha same sick or somethin’.”

“Hope none a my friends are sick,” Apple Bloom said. It warmed Ocellus’s heart to hear a foal worrying about friends she knew were as dead as they were well-fucked.

“Eyup,” Big Mac followed with his typical boring response.

“Either way she must be busy over thar,” AJ continued. “Cause she ain’t come back yet.”

As they chatted, Ocellus found the perfect creature. She should have thought of it immediately since she’d heard the Headmistress talk about them before: sirens! They had a ‘seapony but psychotic’ look to them, not to mention it said they had prehensile cocks. It said they lured prey into lust or violence to feed on their emotions, and often drowned them for fun before making use of their corpses. Those definitely weren’t details that Twilight had told them.

Ocellus dove into the opposite side of the pool just as the Apples had turned to leave the pool area, transforming on her way into the water. Suddenly her body was covered in lime green fish scales, with her hind legs melded together into the lower half of a fish, with a huge fin running up her back and more along her front legs. She ran her tongue across her teeth, admiring how sharp they were, then felt a hoof down, giggling as her agile shaft pushed out of her slit and wrapped around her hoof.

Granted, thinking of an actual song to sing was more effort than Ocellus wanted to put into this, so instead she simply raised her voice to lala them into submission. It worked well enough, her energy whipping out after the Apples just as they were walking out the door. They all froze, their conversation dying out as they turned around and headed back into the pool area. They all stared at Ocellus with blank faces as if both mesmerized and attempting to comprehend her.

“Perfect,” Ocellus hummed. “Now I want to enjoy the Element by myself, so why don’t you other two enjoy one another’s company while I do that.” Big Mac was rumored to be massive, so seeing him try to shove it in a tiny foal hole should be amusing enough entertainment while she made use of Applejack.

“Enjoy company?” Apple Bloom was confused at first. The poor hick probably hadn’t had proper sex education.

“Fuck her foal pussy Big Mac,” Ocellus made clear. “I want you to be balls-deep when you cum in her, I don’t care if you have to impale her to do so; she doesn’t need to stay alive for long afterward anyway. Oh and make sure I can see that tight penetration from here.”

“Finally,” Big Mac groaned, a bit more talkative under her control. “Just like ah always wanted to…”

“Applejack,” Ocellus then turned to her. “Walk into the water, but don’t swim. Just let yourself sink to the bottom and drown while I fuck you.”

“Yes Mistress,” Applejack’s eyes glowed slightly as she walked back towards the pool. She tumbled in without hesitation, not thrashing in the slightest and merely letting herself float to the bottom. She didn’t even attempt to hold her breath, air bubbles immediately surfacing as she expelled all the air in her lungs.

“I’ll need to give you a bit of energy,” Ocellus purred. “To drag this out a little more.” She dove to the bottom of the pool, wrapping Applejack in her tail and pulling her close into a kiss. Staring into her blank eyes, Ocellus pushed AJ’s legs apart and whipped her shaft against her soft pussy before prying the lips apart and sinking into the warmth.

While Applejack was content with death by drowning, her body instinctively resisted, legs spasming as her body shivered for lack of air. Her pussy clenched and convulsed beautifully around Ocellus’s shaft, giving her a nice massage as she pushed fully inside. She stiffened the prehensile tip, forcing it up into her cervix.

Perhaps Bloom and Mac were aware on some level of what they were being forced to do, as tears rolled down both of their cheeks. Still, Bloom turned her tiny bottom around and backed towards her big brother, tail hiked upwards as her young pussy glittered from slight wetness.

Mac initially attempted a traditional mount, his huge shaft emerging from his sheath and smacking against her bottom. He lowered his hips down, but found it impossible to get any thrust from that angle. He finally growled, moving back to sit up on his haunches instead, facing the pool.

He picked up his little sister with his large hooves under her front legs, dangling her above his heavy cock. He drooled onto her main as he pushed her down against his dick like she was no more than a fleshlight to him. Indeed, once he got fully hard, the girth of his dick wasn’t much more narrow than that of her hips. It seemed like an impossible task at first for a non-transformed pony to force it in, but determination filled his eyes as her tail wrapped around his shaft eagerly.

Ocellus’s sharp vision was able to watch them at the edge of the pool even while she was in the center underwater with Applejack. AJ arched her back against the siren, chest heaving but only breathing in the sting of chlorinated water into her lungs.

Her pussy rolled over Ocellus’s shaft as the tip waggled about inside of her, feeling out every inch of her womb, pushing into her ovaries to impale her impossibly deep with the conveniently bendy shaft. As AJ’s hind legs touched the bottom of the pool, she used the grip to roll her hips back against Ocellus.

She quickly grew weaker, but Ocellus charged her with enough energy to keep her going. It wasn’t enough to state the burning lack of oxygen that started in her lungs and spread out to the rest of her body, but kept her conscious and aware of the torment. Even under control, Ocellus could feel AJ’s instinctive terror at being held under, but her body just kept pressing back against the thrusting fish tail.

Mac was having trouble with his blunt tip trying to work its way into Apple Bloom’s smaller frame, his shaft slipping out at every attempt and sliding up her nubile body instead of inside. Ocellus’s horn glowed to give them a bit of assistance, stabbing a lance of magic inside Bloom before forcing it outward to stretch her. Bloom squealed in delight and pain as Mac’s shaft found purchase and sank into her nethers.

As her virgin blood dripped down the length of his shaft, Bloom’s legs kicked delightfully. Mac gritted his eyes and teeth at the intense pressure around him, but wanted nothing more than to get deeper inside. As her body bloated out, he felt her pelvis in the way of his massive prick, and clenched all his muscles to push her down with all of his might.

When it finally pushed further, it was because Bloom’s pelvis gave in from the pressure, cracking down the middle to send a torrent of delicious pain through the foal’s body. Her legs jerked about, but lost most of their intentional movement as her hip bones were cracked in two by her stronger brother. Still even as blood poured down his shaft, she moaned and did her best to push down further onto him.

The sight, not to mention AJ throbbing around her own shaft, sent Ocellus into a feeding frenzy. She pinned AJ’s form against the bottom of the pool, ceasing to feed energy into her to keep her alive and instead biting her siren fangs into her neck. Tearing into her carotid artery, she drank deep, sending a mist of red outward, their frantically thrusting bodies swirling it around.

She dug in with her energy as well, tearing into Applejack’s soul with now practiced efficiency, squeezing and tearing out bits of her life force and leaving corrupted energy behind in its place. Applejack’s body thrashed instinctively as her blood was drained, but soon began to grow limp from lack of oxygen to her muscles. The once strong earth pony floated there at the bottom of the pool having her very life sucked out of her.

Ocellus felt Applejack’s pussy clench one more time in a delicious deathgasm, and rammed her hips several more times before expelling a load of siren seed into her waiting womb. As AJ’s life left her, her body slowly started to transform as well, fur coming out in clumps into the water, flesh coming apart before knitting back together in a scaled mesh.

Her spastic hind legs kicked several more times before they came off in the water, stick kicking about as they floated away and the joints where they had been began to smooth over. Fins broke through her flesh and extended out to match Ocellus’s, only orange scaled instead of green. Applejack gagged, several of her teeth coming out and sinking to the bottom of the pool with little streaks of blood as new fangs grew into her muzzle instead.

“F-fuck me brother!” Bloom was squealing at the edge of the pool. “I dun care if ah have ta vomit mah organs to make room, I want yer cock all the way inside!” Her body was bloated out by this point, looking like her organs were getting crushed against her rib cage as he pounded his way through her cervix and up into her immature womb.

There was more blood than pussy juice by this time, but Mac didn’t stop thrusting. He felt his hooves up her body to feel it distend, slamming himself against the back of her womb and then stretching it until he could feel her heart thumping against his shaft, as well as the pressure of her frantic lungs trying to get air with such little room inside her.

It was a good thing Ocellus was paying attention to them, because if she hadn’t charged Bloom’s body with life magic to keep her alive a bit longer, she would have been long dead as Mac’s shaft burst through the back of her womb and up into her organs. Mac groaned loudly and Bloom’s eyes widened as the girth stretched her out all the way to her throat, the bloody tip poking free from her wide-open muzzle, her jaw popping out of joint to make way for it.

He came a fountain of spunk at that, and it looked like some of her guts splattered out with it, raining back down on both of them and coating them in seed and gore. Apple Bloom was twitching seconds from death when Ocellus took action, since she wanted to be the one to guide the little one into death as well.

Using her magic, Ocellus pulled her off the shaft with a slurp, at first leaving a gaping tunnel all the way through her. She charged her with healing magic, barely succeeding in keeping her alive as her body squished back into place. Her hips and jaw seemed to heal at a bit of an odd angle, but all the same she was still alive.

“That was hot…” Applejack chuckled darkly, her body just spasming back to undead consciousness in time to see her little sister run through.

Ocellus smirked at her as she pulled her shaft from the fully transformed Applejack. “I’m going to go do your little sister now. I think I’ll turn her into something I know that you all hated in life. You… lure your brother into the water and do whatever you want to him. Reward him well for giving us such a good show.

“Yes Mistress,” Applejack said, raising her head above the water and staring at her panting brother, covered in cum and blood, at the edge of the pool.

Ocellus knew that on some level her victims would always be aware of who they used to be, so turning Bloom into something the siblings collectively hated seemed like a good choice. The obvious answer was a timberwolf, the thing that had murdered their parents and almost murdered them on occasion. Not to mention having a splintered dick just seemed like another type of shaft Ocellus wanted to experience defiling somepony with.

Leaping out of the pool, Ocellus transformed again. When she landed on the edge of the pool next to Bloom, her body had transformed until she was literally made of logs and sticks pulled together by a magical focus in the center. It was amazingly sturdy, shaping her like a wolf with glowing eyes as she moved around with clicks of her body.

She looked down at Bloom laying in the puddle of cum and blood, and the little filly staggered to her feet, hips still a bit lopsided.

“Is it my turn to die, Mistress?” Bloom panted as she turned her bottom back towards Ocellus. “Please let me die! It’s not fair if I don't get to!”

“When I’m done with you, my little bitch,” Ocellus growled. “You’ll be able to take your brother’s giant cock any time you want, but I’m sure you’ll enjoy making use of your own wooden dick even more.”

Ocellus wanted to feel Bloom’s pure little foal pussy afresh, so made sure to heal up her hole right back to having hymen intact so she could rip through it again. She could already taste the difference between Apple Bloom and Sweetie Belle, since Sweetie was a rampant slut for her age, but Bloom had been far more innocent before her corruption.

Though Ocellus was enjoying the power trip of controlling her prey, Applejack decided to take a different route with her brother. She waited for him to stagger into the water as she had, but then immediately used her new power to lift the fog from his mind and allow him to think clearly again.

The normally quiet Mac screamed as soon as he was released, thrashing about in the water. It seemed being drowned was actually secondary though, as most of what Ocellus felt welling up within him was an intense guilt for what he’d done to his little sister. She had to admit it was quite delightful.

“Oh corn what did ah do?!” Mac shouted before outright shrieking when Applejack coiled her tail around her brother, using the fins at the end to wrap around his massive bloody shaft to feel it throb against her.

“Yeah ya should be ashamed!” Applejack told him. “Why’d ya never bang me when ah was that age? Making me wait all this time, fantasizing about my big brother's giant dick and never gettin a taste. It’s cruelty is what it was.”

Big Mac couldn’t respond as his head was pulled beneath the surface, sputtering and trying to hold his breath as his large body was effortlessly slammed onto the bottom of the pool, cracking his head hard against the cement. Applejack was atop him in an instant, rubbing her new aquatic slit against his shaft as she slid her front hooves over his chest.

Seeing him try to hold air, Applejack punched Mac hard in the gut, forcing him to expel most of the oxygen before breathing in a load of the chlorinated water, now with a taste of blood and cum atop that. Like Ocellus in that form, Applejack could keep Mac alive as long as she wanted underwater, but wanted his lungs to be burning the entire time.

Ocellus let her play with her first victim as she herself allowed a twin pair of wooden shafts to flop down from between her hind legs. Being coarse and splintered weren’t enough for her, so they were textured even more roughly, like a pair of sandpaper coated dildos prodding at Applebloom’s holes from behind.

“I can see why Luna favored foal fucking so much,” panted Ocellus. “I’ll never get tired of a warm underaged hole clenching my pecker. Especially ruining such an innocent soul in the process.”

“Yeah, ruin me Mistress!” Apple Bloom groaned in response, her legs wobbling and body shaking in lust.

Ocellus pushed downward as Bloom pushed her behind upwards, forcing her way into both holes at once. She felt Bloom’s body tense and convulse as the brittle shafts punctured through her hymen, already lodging several large splinters in her soft vaginal walls on the first thrust as she drove it all the way back to her cervix. The surface grated against her walls, leaving red scratches that slowly started to ooze blood as she slammed her tip into Bloom’s healed cervix.

Her tailhole was more quickly torn apart inside, lacking any of the natural lubrication or the layer of Mac’s seed that still coated the foal’s pussy. It gouged deep bleeding gashes into the sensitive rectal flesh before pushing the sharpened tip against the wall of her intestines, slamming into it the same as the cervix before they both burst through at the same time. Fresh blood began to leak from her holes onto the already red pavement beneath them.

Applejack pushed Mac’s shaft into her pussy, shaking violently as she felt herself stretch widely over him. Even as an adult it was a lot to take, and AJ wondered if this was what it felt like to give birth. She loved the ache though, and her aquatic body stretched easily as she pushed him all the way back into her deepest reaches. Pounding her hips down upon him, she forced him past her cervix as well.

She dug her claws into Mac’s chest as he struggled and thrashed beneath her, desperately kicking to try to get back to the surface for air. She allowed his lungs to sting from the lack of air, keeping him alive and aware to savor every moment of his torment and terror. She licked her lips as she looked deeply into his eyes, letting him know how much she was loving it.

As she kept the struggling stallion pinned, Applejack folded up her siren tail, wrapping her finds tightly together before forming a spike out of the tip. This she drove beneath his ball sack violently, piercing through his anus every bit as deeply as he was piercing her. His back arched at the sudden invasion, convulsions growing in intensity as AJ laughed gleefully at her incestuous prey.

“Just look how happy your siblings are,” Ocellus laughed darkly as she dragged her teeth playfully through Bloom’s mane, biting down and tearing a clump of hair from it to make Bloom moan again. “You should all thank me for giving you this wonderful gift of one another’s company. Now you can fuck each other all you want, and rape your hapless victims to death as a family!”

“We’ll turn Ponyville into an orgy of rape and death!” Bloom drooled against the pavement as she lapped up her own blood from before. “Everyone from foals in their cribs ta old fogies. Then all of Equestria!”

“That’s the spirit, your Mistress is so proud!” Ocellus encouraged.

Ocellus grasped hold of Bloom’s bottom and pulled her up against her, rolling over onto her back to sit the foal atop her now. She pulled Apple Bloom down onto her dicks much as Mac had, but instead of ripping right through her in one go, it was slowly eating through her as her insides came apart around it.

Strips of flesh started coming out with each thrust as Bloom’s tunnels were shredded, holes working their way into the flesh until her vaginal and rectal cavities were barely still there at all. Her intestines and womb began to grind up as well, like a super slow blender tearing up her insides into a hot organ soup sloshing around Ocellus’s shafts.

Ocellus pulled Bloom’s head down and finally bit into her neck, wooden fangs working surprisingly well to bite into her flesh. She began sucking out the limited blood that the foal had left, sucking so deeply that her energy began tearing out bits of her soul in the process, like she was vacuuming in her life force.

Unable to hold much longer, Ocellus added her own ingredient to that soup, viscous goop shooting from her wooden shafts, like thick white sap mixing in with the gore. She groaned, continuing to drink deep as Bloom’s body began to change, fur coming out in clumps and skin growing soggy to tear apart much like her insides had.

After his previous activity, Mac didn’t seem to have the easiest time getting off inside Applejack, but she soon took care of that. As she went over the edge herself, her agile insides rippled skillfully over Mac in a way that no pony pussy could have, AJ’s new body literally designed to get males off as effectively as possible. On top of that she slammed her tail into him at an angle, driving it against his prostate and hammering mercilessly.

Despite his weakening struggles, Mac blew a huge load up into Applejack’s sucking pussy. He barely got to blast the first pulse into her though before she yanked herself off of him, allowing the rest of the white mist to splurt upwards into the water above them. It was time to drink him, but Applejack didn’t want to do that by biting his neck.

Instead, Applejack turned herself around atop him, sinking her teeth into the base of his huge shaft, drinking deep of the blood that spewed forth. She whipped her long tongue out of her muzzle, grasping hold of one of his giant balls, tugging it hungrily into his mouth before moving to bite down on it instead, popping through it like a rotten melon between her teeth. Mac tried to shriek, but was completely out of air and barely able to kick at the colossal pain as she began to drain him.

As she drank him from below, AJ felt her own shaft extend from a slit just above her pussy. Sirens were hermaphrodite, so she didn’t even need magic to make it happen. She stiffened her shaft as she grabbed hold of Mac’s head, aiming for his muzzle. Her body shaking in excitement, her aim was a bit off.

Instead the solid spike rammed into Mac’s eyes socket. She realized her mistake immediately, but didn’t stop pressing regardless. It pried against the edge of his eye, which eventually popped out, floating by the optic nerve as her cock penetrated into his skull and into his brain case. She drove it deep, not caring about damaged she caused as she was ready for this fucker to die and transform into a slave of her own.

Apple Bloom’s now dead body had begun to transform, outer flesh stiffening into wood textured as her bones came apart within to be replaced by sturdy sticks. Since most of her organs weren’t necessary for the magical creature she was transforming into, they were simply expelled.

As her hind holes were still plugged tightly, the fountain of gore was expelled from her throat, vomiting bits of her guts as they came apart within her to be replaced by wood stuck together with gooey muck in between. Ocellus opened her maw, allowing the taste to flow over her tongue. Everything from her lungs down to the remainder of her intestines were shot out with one long act of projectile vomiting.

Apple Bloom growled as her empty twigly eyes opened once again, tail crackling as it wagged, gnawing on a strand of her own intestines that was still half-way in her muzzle when she came out of it. She whimpered as Ocellus withdrew her satisfied shafts from Bloom’s new body.

Ocellus panted softly, sitting back and relaxing in the small pile of guts that was recently inside Apple Bloom. It was a job well done for sure, she already had half of the Elements down, so she’d basically already won. Murdering the rest of them would just be a very fun formality.

After having his brain fucked into mush and blood drained through his crushed ball sack, Mac was starting to change as well, though it seemed he didn’t change into a full siren like Applejack. Though his flesh was replaced by scales, his previous skin floating loosely in the pool, and he had a tail similar to hers, but he also had all four legs to move on land. Perhaps his purpose would be to find prey to lure closer to the water for her.

He shambled out much like one of the more mindless zombie varieties, still sporting a drooping eye from a cum-drooling socket. One of his testicles was still crushed, but that did nothing to take away the still-massive shaft he sported, the scar of Applejack’s bite still near the base. Applejack rose up behind him in the water, licking her lips and looking proud of herself.

“Siiister,” Bloom barely got the words out as she staggered to a sitting position, then dragged her bottom as she scooted over towards the pool like a dog in heat. Panting with a sticky tongue that almost touched the floor, she turned her rump around towards the pool, spreading her legs and urinating in the water at the base of where Applejack stood.

“She’s acting like a dog in heat,” laughed Ocellus. “Oh fine then, AJ I’ll use magic to make sure you’re fertile for each other, put some incest babies into your little sister while I take a turn on this huge cock over here.”

“Wanna get both our dicks, huh sis?” AJ grinned toothily as she swam to the edge of the pool, taking a moment to swish her tongue about in the water where Bloom had pissed, then moved her head upwards into the fresh stream, lapping at it all the way to her rough pussy.

Apple Bloom growled happily as Applejack pulled her back, pinning her against the edge of the pool so that her hind legs were submerged in the water as she brought her squirmy prehensile length to her behind, still covered in Mac’s blood and gray matter from her earlier fun.

The wooden flesh crackled as Applejack gripped her torso in her powerful claws, pulling Bloom back and impaling her fertile pussy with the full length of her dick. Bloom’s pussy wasn’t exactly smooth and moist inside anymore, but AJ didn’t care about the rough surface or even the nasty splinters that were lodged in her dick by the time she pushed the full length in. Following her mistress’s whim no matter the pain was a pleasure for the new vampiric bride.

As Ocellus watched, she transformed back into her base changeling form once again, trotting over to Big Mac and casually pushing him over to roll him onto his back. He groaned as he twitched his legs, but then spread himself out freely as she climbed up to straddle him. Her body was much smaller like this, and she wanted to feel the full stretch of his meat.

She rolled her eyes back as she felt herself penetrated by the largest shaft she’d had thus far, her own legs twitching at the slight pain as she shoved herself all the way down onto him. Since her body would always heal, she had a soft hymen for him to break through again, and it took several solid slams to push him further up into her cervix afterward. She groaned then, enjoying a nice casual fuck as she watched the other siblings breed.

“Yes, put puppies inside me!” Bloom was growling at AJ, the words barely discernible, but rotating her hips eagerly back so there was no mistaking what she wanted.

Applejack leaned forward and Bloom arched her back further for the two to kiss deeply, the aquatic tongue batting the sappy wood-like tongue back and forth in her muzzle. The siren railed the timberwolf’s pussy as hard as she could, and it wasn’t long before she expelled one more thick load of sperm inside of her.

Ocellus made sure they were fully fertile with her magic, and Bloom was bound to have a huge litter of tiny magical fuck-hounds. Soon she’d have her own pack to wreck havoc and rape ponies to death much as their parents were before them.

Big Mac was quite the hair trigger now that he had less on his mind, though his cum was half blood due to his crushed testicle. All the same Ocellus enjoyed the warmth pumping up inside of her, taking a deep breath as she came down off her sexual high knowing that she would just move to another.

“Good Apples,” Ocellus purred. “I suppose you can remain here… if there’s a swim class today, go ahead and do what you want with them. I don’t think we’ll be able to hide what we’re doing for much longer anyway. Honestly the fact that we have so far really shows how stupid ponies are in the face of actual danger.”

But now that she was back on track, whose class should she be going to?

5. Fluttershy's Animal Care

The class that Ocellus would have normally been going to at this time was Fluttershy’s, though it should be almost empty with all the students missing. In fact, if Ocellus remembered correctly, the only students left there should be Twist and Zippoorwhill, both recent transfers into the school. That was, assuming they hadn’t gotten pounced by a stray monster on the way to class.

Though trying to think of an animal that was opposite to Fluttershy was difficult when Fluttershy had an affinity for every animal and even monster. She could at least do something cruel and cold-blooded though to pervert the gentle pony’s personality into something kindly cruel. What she found in the book was a naga, which she recognized as something Fluttershy had mentioned she couldn’t allow with her other animals because of their voracious appetite for pretty much every animal, with no amount of treats or convincing enough to keep them from it.

Closing the book as she passed through the garden near Fluttershy’s classroom, Ocellus paused as movement caught her eye from a nearby bush. She curiously fluttered over to take a look, and found none other than Fluttershy’s favorite pet Angel bunny. He was currently distracted by a female rabbit that he must have found or lured and was currently ramming her little pussy as they fucked… well like rabbits.

Ocellus didn’t want to stop and deal with them on her way, but knew that hurting Angel would be a great experience for Fluttershy, so she tapped their little noggins to mind control them. They immediately ceased their gross consent-based activity and followed behind her the rest of the way to the classroom.

Finding the classroom completely empty, at first Ocellus feared that the rest of classes might have been canceled for today. The writing prepared on the chalkboard showed that a class had at least been planned, stating that one of Fluttershy’s animal friends, a giant snake named Basil, was going to be a special guest today.

Fluttershy had her own dedicated classroom for animal classes, which meant her office was in the back of it, so Ocellus decided to check there as well. When she came to the door, she heard noise on the other side… pretty moist noise in fact. She had to wonder if Fluttershy had decided to fuck her snake in her office if no students showed up; it would be pretty like her since her love for animals was well-known to go that far.

Ocellus waved a hoof towards Angel and his fuck friend, putting them to sleep for a moment while she checked things out inside the room. She then did the same as she’d done with Rarity’s room, melting into a shadow to slip beneath the door and coalesce on the other side to see what was going on.

She expected to find Fluttershy with the snake, but was delighted to see Twist was with her as well. It seemed likely that one thing led to another when only one student showed up and she decided to give her a special private lesson. Currently Fluttershy and Twist were kissing passionately while riding the twin hemipenis of a large black snake, the rest of the snake wrapped around the couple as they bounced up and down on his thick body. She could safely assume that was Basil.

The trio were so into the act of pedobestiality that they didn’t even notice when Ocellus’s shape formed near the door, and the way they were panting it seemed like they were just on the edge of finishing, so Ocellus let them.

“T-thank you for the private lesson, P-professor,” Twist was saying shortly before squealing loudly. Her tightly packed filly cunt visibly convulsed around the snake’s member as her juice flowed free. There was a trickle of blood from before, which indicated this could have been Twist’s first time with a dick inside her.

“Such a g-good student!” Fluttershy moaned as well. “And more… Oh Twist… Basil!” Fluttershy flapped her wings excitedly, writhing within the snake coils as she went over the edge as well, bathing Basil’s other member in her own sweet juice.

The snake itself didn’t speak, but his erratic movements were unmistakable that he was close to blasting a load into them as well, holding it off for as long as he could. His forked tongue rolled out of his snout as he lapped over Twist’s face, apparently appreciating the underage partner Fluttershy had invited him into a threesome with.

Allowing it to stay sweet and consensual was of course out of the question, so Ocellus morphed herself into another image. This time she turned into a lime green naga, the top portion looking like the normal front of her body as the lower parts melted into a long snake tail with a rattle on the very end.

With no warning, she lunged at the happy threesome, coiling her tail around Basil and grasping his head to pull it back from them. The snake was taken by surprise, not used to coils that were so much stronger than his, and she easily pushed her own twin hemipenis into his behind. It was tight, but he’d been slathered with Fluttershy and Twists’s pussy juice so there was plenty of lubrication as she rammed into his ass.

“A naga? What?... Wait, is that you Ocellus?” Fluttershy screamed, but then quickly devolved into a hypnotized state, simply bouncing atop Basil as his body continued to thrust up inside her. Twist’s shrill squeal died down similarly, and soon the two females were simply leaning against one another.

“Shh, one second while I murder your snake,” Ocellus assured them. “Then he can help me slaughter you two as well.”

“Oh… that sounds nice…” Fluttershy agreed, fully under her spell.

Ocellus wanted to get to the main event, so didn’t take much time to sink her teeth into Basil’s jugular. It took her a few bites to get it right since she had never really paid attention to snake anatomy, but soon his blood was gushing down her throat freely. The snake thrashed beneath her in a panic, but it quickly died down as her venom seeped into his body and his terror at being the prey melted into submission.

As she guzzled up his blood and sucked out his soul, the spreading pain made him cum his load into Twist and Fluttershy, blasting thick strings of snake seed into both their snatches. His whole body rolled, both continuing to pump into the soft pussies and pushing his own ass down against Ocellus’s own tightly packed twin cocks as they stretched out his rectum.

Ocellus drained Basil quickly, his heart pulsing to a stop before the last spurt of cum landed in the holes of his partners. His body rattled as Fluttershy and Twist slumped off his shaft, flopping aside as he separated from them and drooling his seed. Ocellus vacuum sucked the last bit of blood from his body as he shuddered to a stop only to begin to twitch again shortly after.

It was hard to tell if or when he transformed. Being a snake, turning into a naga wasn’t much of a change at all. One difference is that he was now a herm like all naga, the slit that contained his twin shafts now also containing a soft pussy as well. The other difference is he was much larger, body swelling to at least 50% larger, his shafts probably doubling in length as he rose as an undead snake monster.

“Now there’s a creature worthy of fucking me,” Ocellus said, but she wasn’t going to wait to bring her attention to Fluttershy either. “Twist, stand aside while I concentrate on your better Fluttershy. I’ll let you be her first victim afterwards.”

“Yes Mistress,” Twist moved aside, or more rolled her drenched body until she was out of the way.

Fluttershy was eager under Ocellus’s control now, grasping at her long tail with all four legs and grinding her hips against the rough plating under her body. Ocellus grasped Fluttershy around the neck with the end of her tail, rattling happily as she pulled the pegasus’ body up her own, sliding her over her twin shafts as they emerged from her reptilian slit and throbbed against Fluttershy’s moist fur.

At the same time, Basil wound his body around Ocellus’s, the already massive snake having grown even beyond her size. He coiled around her, attempting to slide his own massive members to Ocellus’s hindquarters in hopes of giving her a nice stretch at the same time she was doing the same for Fluttershy.

“You know Fluttershy,” teased Ocellus. “I didn’t think you were into foals, I thought that was more Rarity’s thing.”

“Oh, well…” Fluttershy blushed and panted, looking into Ocellus’s eyes. “It was less her being a foal and more wanting to get another pony into animals, or animals into the pony in this case I guess.”

Ocellus’s shafts finally pressed into Fluttershy. She found her pussy already drooling profusely with snake cum, but still she clenched firmly around the naga shaft, tracing every curve as she pushed it deep inside her. The tip pushed past her cervix, finding it rather easy to pry open as if Fluttershy were used to massive monster shafts already.

Her tailhole was easy to pop into as well, though the lack of lubrication must have still stung. Fluttershy only rolled her eyes back further and clenched her ass in response, wanting to suffer that and more at the hooves of her new mistress. Soon her lithe body was grinding her lewdly stretched holes against Ocellus as she moved her muzzle up to exchange a deep kiss.

Basil flicked his tongue against the kiss as well, but was mostly concerned with getting inside Ocellus. Since her herm body had her shafts sliding out of what was also her pussy, Basil had to slide his own body beneath the two females to push his tips against Ocellus from below, winding the rest of his body around the both of them together as he squeezed them and hissed.

Ocellus groaned, feeling herself penetrated in both her cunt and ass simultaneously, body shivering as she was stretched out to an absurd degree. Each of the twin shafts was as large as Big Mac had been, so Ocellus’s stretchy gut bulged from the twin thickness inside her. One shaft wound up through her intestines as the other pushed through her oviduct and up into her egg chambers beyond.

“Are you ready to die, Flutterslut?” Ocellus licked the back of Fluttershy’s throat with her long tongue as they kissed. “Present your neck to me if you want me to drain your life, corrupt your sweet soul, and turn you into an undead monster that will crave to torment all the animals you took care of before. Not to mention poor Twist here.”

“Yes Mistress,” Fluttershy moaned, moving from the kiss and arching back her head to press her jugular against Ocellus’s muzzle. “Damn my soul to an eternity of torment, for myself and all those around me. I swear I’ll delight in Twist’s agony as I murder her in cold blood.” Somehow even saying these things, Fluttershy kept her kind voice.

Ocellus pinned Fluttershy and Basil’s behind to the floor at once, pushing her own shafts deep into Fluttershy as she impaled her own holes on Basil. The pega-pussy was drooling profusely, like she’d entered a constant state of bliss, adding slightly lubrication to her bleeding asshole as Ocellus moved to take long rapid strokes. She moved out until she almost came free only to ram back inside belly deep.

Basil simply held the other two together, lifting them both off the floor and letting Ocellus bounce against his shafts with her movements into Fluttershy. He moved his head around, drooling and watching with fascination to see his former mistress’s fate.

Ocellus bit down into Fluttershy’s throat, digging her fangs in before pulling out the sweet juice from within. She took the whole front of her neck into her mouth as she slurped loudly, pulling in life and energy together. Fluttershy’s soul was every bit as potent as those of the other Elements, but had a foal-like sweetness of pure innocence atop that in spite of what Fluttershy was into. It was like a sweet dessert after the other souls Ocellus had consumed.

Fluttershy’s body shuddered as she arched again, and the fur along the lower portions of her body began to come out in clumps as she began to slowly transform. Her shivering legs flailed in pain and delight before they were pulled together beneath her, flesh seeming to melt together as they started to fuse into a single tail.

“Already?” Ocellus mumbled around Fluttershy’s neck as she drained her. It was odd that she was transforming when she wasn’t even near death yet. Maybe Ocellus’s increasing power was starting to expedite the process. It wasn’t a bad deal, since a living body would get significantly more pain from being forced into a new shape.

Fluttershy was delighting in every ounce of agony though. Her pussy convulsed suddenly as she orgasmed, splattering juice all over Ocellus and Basil as their three bodies collided repeatedly.

“So eager to die slut?” Ocellus growled at her, slowing the blood draw teasingly.

“Yes!” Fluttershy moaned. “You don’t understand… even before this, I’ve always had a fantasy of getting snuffed out. This is amazing!” It figured if anyone already had a fetish for getting murdered it’d be Fluttershy. Maybe that was why she pressed her luck with monsters so much.

Knowing that sent Ocellus over the edge as well, pushing herself deep before expelling a new load into her next victim. Knowing Fluttershy wanted to die even before her control was incredibly hot, and she ended up pumping her womb and intestines full of so much seed that her insides began to rupture. Her womb popped like a water balloon as the cock pushed right through it and spewed another thick rope of seed, her intestines bursting as well as her body swam with septic cum.

Before she finished her load, Ocellus had finished draining Fluttershy, feeling her body twitch to a stop briefly beneath her. She continued to impale the corpse, certain that it wasn’t going to be a long window before she came back at the rate she was changing.

Though he couldn’t speak, Basil seemed to get off on Fluttershy’s death as much as Ocellus did, pumping his own thick loads into her twin holes just as she was draining herself into Fluttershy. Her undead body took the load more easily, her belly bloating up until she looked pregnant. Her womb and intestines were swollen grotesquely, her whole body sloshing about with every movement.

“Yes, I’m really dead…” Fluttershy gurgled as her eyes flashed with her new unlife, then gagged as bloody cum drooled down her face. “I want to kill everyone now, even my friends.”

“Most of them are already dead,” Ocellus chuckled darkly. “And besides, I get the personal pleasure of killing the Elements. You can all fuck each other after if you like.” Fluttershy should enjoy that with them all being monsters. “You can still take Twist once you fully transform though.”

Fluttershy’s change might have been slowed now that her insides needed to knit themselves back together, all three holes spurting up seed from time to time as her body was drenched inside with it. Her hind legs had joined fully, but weren’t quite fully scaled, and had barely started to lengthen as of yet.

What she did have was her shafts though. Ocellus felt them forming inside her pussy and then slide out as they grew erect before Ocellus withdrew with a long slurp and let more cum gush out of her rear entries.

“I want to start now, I don’t want to wait until I finish!” Fluttershy stared hungrily at Twist. “And… um… if it’s okay… could you turn off your control of her? I guess I’d really like to feel her struggle. And… I sorta also have another thing I’ve never admitted, I kind of get wet when I hear a foal cry.”

“I’ve never heard something so evil with such a kind tone,” Ocellus purred, pulling fully away from Fluttershy. The changeling allowed Basil to continue pushing slowly in and out of her after he was done, but let Fluttershy move away to see what she’d do with Twist. “If you’re that eager though, I better be impressed with your creativity.”

Twist’s response to having control removed was immediate. She shrieked, trying to book it towards the door before Fluttershy moved into her way. Fluttershy’s new speed surprised even her, giggling happily as she reached her hooves towards the foal.

“Mmm, help her rape the pint-sized slut,” Ocellus told Basil. “I’ll take a break while I watch.”

“Shh, hush now little one,” Fluttershy said gently as she grabbed Twist, pulling the writhing foal closer to her so that her shafts throbbed firmly against her hindquarters. “You don’t need to worry, I’ll make sure it hurts as much as possible, so all you have to do is struggle and cry for our Mistress.”

Even with her new strength, Fluttershy was a bit clumsy holding a victim, so it was good that Basil was there. He slid out of and away from Ocellus, looping his body around Twist’s midsection and letting his weight hold her down as tears rolled down the struggling filly’s face. He brought his lower coils around, allowing his well-fucked cocks to flop out against Twist’s face, illiciting another delicious squeal.

“You know, Twist,” Fluttershy continued her gentle talk as she pulled her own newly-formed shafts to press them against Twist’s nethers. “You’re the first one to get these shafts, so you’re sort of taking my cock virginity. Isn’t that fun?”

The foal’s pussy was already partly gaping after having taken Basil earlier, so Fluttershy was able to force her tip in easily. The tailhole gave more resistance, making Fluttershy bite her lips as she savored the tightness before popping inside. She pushed both deep at once, feeling her hooves over the young body as she swelled up from the double girths. Just the sound of the foal’s sobbing by itself made her shiver in pleasure as she enjoyed a fantasy she’d thought to be impossible.

Twist’s sobbing turned into gags as her muzzle was forced open by one of Basil’s shafts, making her thrash wildly as her neck swelled to grotesque size just from the one. The other slid up against her face, drooling a mix of cum and Ocellus’s pussy juice into Twist’s eyes to sting there.

“Oh but I promised our Mistress creativity,” Fluttershy pondered. “Mmm, I wonder…”

Fluttershy’s shafts went deeper to swell out Twist’s body more, bloating her behind as she struggled through the agony. There was a creak and a sharp snap as Twist’s strained pelvis gave, cracking up the middle and separating to make way for the double shafts. Only then did Fluttershy’s body come flush with Twist’s, filling her from cunt to the back of her womb with one shaft and winding up her intestinal tract with the other.

The unfamiliar sensation of flesh wrapped around her cocks was too much for Fluttershy’s newly undead brain, so she didn’t last very long before she was expelling thick ropes of seed into both of Twist’s holes. Twist’s body swelled up until she looked pregnant, and might well have exploded had Fluttershy not been still finishing up her transformation.

“Oh, cocks are just wonderful, I’ve never felt like this before,” Fluttershy’s voice was still sweet even as her body heaved. “But now I’m so empty… oh I wish I could just eat you up with my dick… and actually I can. Did you know nagas could do that, Mistress?” Leave it to Fluttershy to know such weird and lewd facts about monsters.

“I only skimmed the naga chapter,” Ocellus admitted. “But that does count as creative.”

“I’ll show you,” moaned Fluttershy as she slowly pulled her slick cocks from Twist’s body, a fountain of blood-streaked cum pouring out of both holes as the foal’s legs shivered violently.

Twist tried to scream, but could only gag on the monster dick still in her throat, doing little more than vibrating around Basil’s cock. He decided that one dick wasn’t enough, forcing the second one into Twist’s neck, her eyes widening as he forced both in at once. Her little jaw cracked out of joint, breaking apart to separate from the rest of her skull and making room for the thick shafts.

“Don’t pass out now, you have more suffering to do,” Fluttershy purred, and Ocellus obliged her by feeding just enough energy into Twist to keep her awake and aware… and to keep her throat from outright exploding before she could get sucked into Fluttershy’s dick.

As Fluttershy stoked her upper shaft with both hooves, the lower prehensile length opened its tip and slurp in one of Twist’s hind hooves. With a broken pelvis, she wasn’t able to move them away, so the shaft slid over to encompass the second one as well, pulling her legs together and slowly sliding up her ankles.

Ocellus had rarely tasted such delicious fear as Twist felt the gooey flesh slide up her hind legs, past her knees and spreading wide to encompass her hips. Fluttershy leaned down to give Twist’s gaping holes another savoring lap before they too were covered over by the shaft, which continued to slide up her body. She moved her hooves to stroke her lower shaft now, feeling it expand around the foal’s body as she was sucked down into her.

Basil was taking a while to get off after having come twice already, but he also didn’t want to stop as more of Twist was sucked into Fluttershy’s shaft. He continued to plow her throat as she turned blue in the face. She dragged her hooves pointlessly on the floor as if trying to crawl away from Fluttershy even as Basil pumped her back into the shaft more quickly.

Soon only her head and the wriggling front hooves protruded from the distended member. She tried to shake her head, an impossible task with the meat impaled through her neck. She finally closed her eyes, body going limp as she gave up on life, just letting herself sink into the pit of torment in hopes of feeling sweet death.

Twist’s hind legs were pushing out into an empty space now, and it turned out she was being sucked directly into Fluttershy’s womb. Her limp hind legs curled against her as her hindquarters pushed out into the fleshy expanse, holes still drooling profusely as the grip of the shaft around her torso squeezed the rest of the gunk out like she were a tube of toothpaste.

As her head disappeared into the shaft, Basil continued to fuck her face, now plowing into Fluttershy’s urethra as well, his girth stretching her out every bit as much as Twist herself. Only when Twist was being pulled away from his shaft did he finally go off, a fountain of undead sperm flooding Twist’s face to leave her gurgling with no air whatsoever.

Twist instinctively tried to pull back, which just pulled her into Fluttershy’s womb all the faster. As she curled up fully inside, a shower of Basil’s fluid rained in after her, covering her already-drenched body in cum before Basil finally pulled free of Fluttershy’s member. Fluttershy rolled back onto her back, her body fully transformed by this point, and rubbed her pregnant gut with both forelegs.

“Perfect,” Fluttershy said. “Though… honestly I’m not sure what to expect now since um… it might work a bit different with me being dead.”

“I’m keen to find out,” Ocellus moved closer, massaging a hoof over Fluttershy’s belly. She cast a quick x-ray spell so that they could look in and see Twist squirming softly within her.

As she settled in, a snake-like tentacle extended from the wall of Fluttershy’s womb. It wriggled around Twist’s hot body before pushing into her navel, setting itself up like an umbilical cord for the unbirthed filly.

It didn’t act like one however. Instead of giving nutrients, it slowly turned a deep crimson as it sucked blood from her body. With Ocellus’s arcane vision, she realized it wasn’t just blood either, but was actually tearing out the child’s soul as well, pulling her apart body and spirit.

Twist’s body was suddenly alive with squirming again, but this time a much more pleasurable writhing as the venom entered her system. The same agony was there as the only thing holding her body together was being compressed within the womb, but now she craved it. The same as Fluttershy, her body began to reshape itself before the siphon was done pulling out her blood, transforming her still alive as her hind legs melded and lower body extended.

“Wonderful!” Fluttershy squealed in delight. “My own daughter! I thought I’d never get to have one before now, oh I’ll take such good care of her, and we’ll kill so many ponies together for our Mistress.”

Twist shuddered to a stop as the last of her life force was sucked from her, eyes rolling back in pleasure as she paused for a few moments. Her body continued to transform, and being broken seemed to allow it to reformat itself faster than Fluttershy’s had. As it continued, Fluttershy felt her own body convulse as Twist’s corpse was pushed downward towards her vaginal passage.

Fluttershy was delighted. Not just because it was finishing, but because she’d been told how much childbirth hurt and imagined it’d be even worse pushing out a fully formed snake-filly. She spread out her hind legs, stroking each of her shafts with her front hooves as the same tunnel they emerged from began to expand. A soup of cum and blood poured from her pussy, expanding out onto the floor of her office.

When Twist’s undead eyes opened again, her head was just emerging from Fluttershy’s snatch, the first thing she saw being the lips parting in front of her as she was pushed out. Fluttershy squirmed in delight at the pain of forcing her through, eagerly pushing harder to give herself no time to get used to the physical trauma. Her pussy began to tear, blood streaming down her ass cheeks before it started to heal itself only to rip apart again.

When Twist sloshed out onto the floor, she’d been fully formed into a little naga of her own. She squirmed to stand up, awkwardly propping herself on her tail and drooling towards her new mommy.

“That’s it, daughter,” Fluttershy brought her into a hug. “I promise to treat you as my own, tormenting you always and helping you sow terror in ponies everywhere. Soon after this we’ll go find my sisters that have already been converted and play with them too!”

“Hungry…” was the first new word from Twist’s muzzle.

“I guess I’m empty again as well,” Fluttershy giggled.

It was only then that Ocellus remembered that she’d left the two bunnies outside the office under a sleep spell. She snapped her hooves together, nullifying the spell and body-controlling them to walk into the office.

“Show me who you are now by tormenting these little fucks to death,” Ocellus told them. “Meanwhile… mmm… I think I’m going to fuck Basil full of my eggs. A whole batch of naga changelings would be delightful.”

“Oh finally!” Fluttershy purred in delight, scooping up Angel as she had so many times before, ready to get him back for mistreating her good nature so often. “The female is Lily, I named her because I first found them mating in a patch of Lilies! She probably deserves death as much as he does just for choosing him really, and I’m sure she’d be happy to assist.”

Angel seemed to snap out of his daze, looking around as his eyes widened. Given what his master got up to, he was probably used to Fluttershy being drenched after having banged some monster, but not so much with her suddenly being a naga. He got squirmy in her grip but she was used to holding onto animals.

“Shh, just let it happen, it’s what you deserve after all,” Fluttershy sweetly cooed to Angel. “It’s not like it’s even the first time you’ve had sex with me, so just treat it like any other time aside from you needing to die in screaming agony at the end.”

Meanwhile Twist went to grasp Lily, though she wasn’t quite as good at holding animals. It was easily solved though, pinning the bunny down and putting all her weight on her hindquarters before her little legs snapped at the knee, leading to a delightful little squeal from the little one. Twist’s own shafts were slowly emerging from her slit now, prelubricated with her own pussy juice as she pulled the crippled rabbit to her tips. The little one squealed again, knowing there was no way she could take even a filly-sized double dicking.

“Now, now Angel, no need to be shy,” Fluttershy said as Angel struggled in her grasp. “You know I still love your tiny dick. And I just know you’ll love my new tail.”

Fluttershy let her dicks rest, semi-hard against her belly, and rubbed Angel against those and her slit. He couldn’t help but get hard at the moisture before his tiny rabbit dick pushed into her slit at the base of her shafts. She giggled, curling her tail up as well and pushed the tip to his miniscule anal pucker, quivering the rattle slightly and then pushing it up into his bottom.

“I bet you’re having second and third thoughts about how you’ve treated me over the years now, hm?” Fluttershy cooed to Angel, savoring his panic as his leg kicked against her scales and she rammed her tail deeper into him. The pressure against his prostate made his cock throb, but he also drooled blood down her tail as it was already too deep, pushing against the back of his rectum as she forced it inside.

Twist pushed both her double dicks to Lily’s holes, stretching them out and quivering all over at the absurd tightness of the small animal around her dicks. Lily’s body tore as she shrieked, but Twist just kept pressing upwards, ripping into her little womb as her other dick pressed up through her intestinal tract and out into her gut.

As she impaled the small animal, Twist curiously tested out her own strength, twisting at one of the bunnies arms and splintering the bone at the shoulder instantly, turning it around several times before the limb yanked free. She moved on to the other foreleg, then back to the spasming hind legs as well, determined to turn the animal into a limbless fleshlight.

Fluttershy opted to keep Angel’s legs, enjoying how they flailed against her as his paws tried to push himself away from her. She looked down into his panic-stricken eyes, watching his body bloat with the girth of her tail as she forced it up into his gut further. She pushed until she felt the pressure of his lungs and fluttering heartbeat against them, then kept on as she pushed up his body.

Ocellus watched the two enjoy their sport as she pinned Basil to the floor, letting his dicks flop about as she pressed both of hers into his slit. Even at his size the girth of both her shafts gave him a stretch, plowing into him as hard as she could. She felt her climax rising soon, her desire to implant eggs not having been satisfied since late the night before when she’d laid a load into Cozy. Her body had been generating eggs since then and she was ready to fill another flesh sack full of them.

She had to keep her attention on the others enough to keep their bunny partners alive as well, not wanting to deprive them of the agony of their victims. She had to constantly pump healing energy into them to keep their little bodies from completely tearing apart.

Lilýs neck distended as Twist’s double shafts grotesquely bloated out her entire body, organs crushing against the sides of her torso as the filly snake creamed a load directly through her. The bunny vomited a fountain of bloody cum, just before her muzzle opened wide. Her jaw popped out of joint and then completely broke free from her skull to make way for the double tips that pushed from her muzzle as the jetting sperm splashed all over Twist’s upper body. The filly opened her muzzle to catch the gore-flavored spunk.

Angel reached a little paw for his mate as he stared horrified at her being torn apart, but had his own problems as well. Fluttershy’s tail grew quickly thicker away from the tip, and as it pushed up through Angel’s throat, his hips snapped apart, legs flailing one last time before losing all control. Despite the agony, or perhaps because of it, he shot a little bunny load into Fluttershy’s snatch as he had often before, then gagged violently as the bloody rattle emerged from his own muzzle and shook about playfully.

“Good,” moaned Ocellus. “I’ll keep them alive so they can still feel themselves dissolving inside you.” She held her own orgasmic bliss in for the time being, though her eggs were pushing upwards at the base of her shafts longing to be expelled. Considering all the sperm she’d taken in while producing them, there was no telling what kind of monstrosities they could hatch into, but she supposed only time would tell.

“Professor Fluttershy!” Suddenly a voice came from outside, in the classroom. Was that Zipporwhill? Ocellus had wondered where she was since she was the one student unaccounted for.

“Yes Sweetie?” Fluttershy called out between pants, impressively keeping her voice even. “I’m in my office, come on in!” She then whispered to Twist. “Do you want to do your friend, daughter? I’ll take care of our bunny friends if you’d like to.”

Twist nodded eagerly, slowly tugging the limp rabbit torso from her shafts. It was nice to see the two take initiative.

“You’ll never believe it!” Zipporwhill said as she came close to the office door. “I just barely escaped from some kind of stinky brown slime monster with Rarity’s voice! I think something might be going on! Can you-” She paused as she opened the door, staring in disbelief and temporarily unable to move from the shock.

Twist was all over the younger foal, dropping Lily onto the floor with a splat and leaping across the room. A moment later she had wrapped her body around Zip and was squeezing the air out of the squeaking, thrashing filly. She had no way to stop it as Twist’s shafts surged back to full hardness and pushed against the smaller filly’s virgin holes.

“It’s sad that she got away from Rarity,” Ocellus pondered as she railed Basil at a nice leisurely pace. “Why don’t you eat her with your dick and see if you can convert her into cum this time, then I can turn her into a cum slime and send her to make up with Rarity.” Ocellus hadn’t seen a cum slime in the book, but if there was a shit slime surely it had to be possible.

“Good filly,” Fluttershy said to Twist, then yanked her tail out of Angel as well. He flopped onto the floor next to Lily, who he reached for weakly as tears rolled down his face. “Now Angel, don’t be a baby about all this. You know that you deserve this, and she does too just for wanting your dick all the time… though I guess I have to admit I’d be doing this if you were completely innocent as well, but still it’s just something to think about, right?”

As Angel hugged Lily’s limp, shivering body against his, Fluttershy distended her jaw, opening wide to encompass both of their little heads in her maw. She wrapped her long forked tongues around their bodies several times before pulling them to the back of her throat. She paused to savor their panic, Angel pulling Lily closer as she arched her back in mindless agony, probably not even aware of who was holding her or what was going on.

Twist had Zip pinned to the floor, the filly squealing desperately. The squeal went up an octave as her virgin slit had one of Twist’s shafts forced into it, prying open the lips and ripping through her hymen. She pressed deep, slamming into her cervix on the first thrust as blood ran down the base of her shaft. Twist rolled her eyes back, savoring her part in extinguishing such an innocent life.

Her other shaft snaked around and snapped at Zip’s face like a viper itself before clasping its tip around her squawking muzzle, pulling it tightly closed and feeling the vibrations of her continued attempts to scream. It pushed upwards to slide over her face, causing the little one to gag in disgust as her head was slowly encompassed by the instrument of her imminent death.

“I guess,” Ocellus observed as she continued to push into Basil. “The pleasure of doing in an evil little bitch rabbit and the pleasure of ending a completely innocent child are a lot different, but I hope you both get to experience plenty of both.”

“Like different flavors,” Fluttershy groaned, barely able to get the words out before swallowing Angel and Lily’s upper half into her gullet. She swallowed several more times to pull their shapes into her distended neck, the bunny lump visibly sliding down into her tummy. “Mm, there’s probably a friendship lesson in there somewhere.”

As Angel was tugged down into Fluttershy’s belly, she swallowed several big gulps of air to make sure that he wouldn’t suffocate and miss out on the torment of boiling in acid. Angel was pressed up against Lily’s shivering body before they both flopped in her belly.

He must have decided that he may as well take one last plunge, because Angel turned Lily’s legless body around, pulling her close and pushing his bunny dick into her distended pussy, pushing in and out to get one last fuck in before they inevitably dissolved together.

Zip was taking longer to go down the much tighter space of Twist’s shaft, her wings flapping frantically as her entire head was sucked in and moved on to her shoulders. Twist continued to ram her pussy, cock throbbing as she quickly moved towards orgasm in one end while swallowing the other. Soon Zip’s wings were forcibly pinned as the thick flesh moved over them as well.

Hind legs flailing, Zip attempted to scream within Twist’s body as her head popped free into the passage within. It only served to send sweet vibrations through the predator’s body and encouraged her to push the smaller foal further inside. Her body shivered as she expelled another load of spunk into Zip’s womb, making the consuming shaft swell with Zip’s distended body before her womb burst. Her whole body thrashed, legs flailing one last time before she was completely sucked into the tight reaches within.

Fluttershy moaned as she rubbed her swollen gut with both hooves, feeling the movement within as the bunnies did what bunnies do one last time. Even as the acidic goo within her rapidly burned away at their fur and flesh, Angle pummeled Lily’s thrashing body, not caring about her consent when he wanted to get off one last time.

Their flesh began to come off in clumps from the digestive soup inside the hot belly, but Angel seemed to briefly enjoy tearing Lily’s flesh from her body. As she was on the bottom and mostly submerged, her body was coming apart much faster than his, so she was already entering her death throes by the time he was ready to blow his load into her. Even without any mind control, the evil little rabbit had to admit that it was hot as hell to fuck another living creature literally to death.

Twist gave one last thrust before creaming a hot load into Zip and pulling her the rest of the way into her womb. Zip’s body was compressed and crushed immediately, the body churning around her as her screams died down to gurgles and her body began to come apart. As horny as Twist was, it wasn’t taking much time at all to burn through the fragile innocent child, dissolving body and soul simultaneously.

The sobbing mess of a foal convulsed to a stop as the acidic goop now filling Twist’s womb ate into her, funneling up into her gaping pussy to rapidly burn out her insides. Her soft cum-drenched organs gave easily, hollowing her out as the rest of her body came apart within.

It seemed Lily wasn’t immune to becoming undead either. Just as Angelw as creaming a hot load into her corpse, she spasmed back to unlife and sank her fangs into his neck, causing the male to squeal as his throat was ripped out and he bled out all over his mate.

It wasn’t the end for him either though, and the process seemed to work quickly on such a small creature. He shot back to awareness shortly after his consciousness faded and the two rabbits happily continued to gnaw on each other’s faces as they fucked.

Ocellus watched with approval, but could no longer hold her own orgasm in as she began to pump a load of eggs into Basil’s body. Utilizing the shaft like an ovipositor, she pushed thick globs of future undead into the large snake’s body. The middle of his body began to bloat out much as Cozy’s had, showing thick lumps as both of his passages were filled to the brim with her eggs.

Sensing what had occurred within her, Fluttershy retched intentionally, pulling the rabbits back out of her stomach and depositing the skinless ghouls onto the floor with a wet plop. Stroking herself off rapidly, she immediately came on their body with burning seed to add to their stinging flesh.

Twist was soon after, but had a much larger load to spread over the still-fucking rabbits. What was left of Zip unloaded onto the floor, thick viscous goop with bits of bone and flesh. It came out in a thick pile almost like a long white turd squishing from her shaft, but immediately began to conglomerate about the bunnies, slowly forming back into Zipphorwhill’s form.

As the cum began to coalesce more around them into a living shape, Angel and Lily’s bodies were changing as well, their own hind legs melding together as they also changed into rabbit nagas, adding to the menu of nagas already available within the room.

“This is perfect,” Ocellus said, stroking Zip’s slimy head as it began to reform. “I’ll send Basil to the Everfree to convert monsters, and the bunny sluts to Fluttershy’s house to take care of the rest of the animals she cares for. I’ll have an army of non-ponies to add to my already massive throng. We’ve far surpassed the point where anyone can stop us now.”

“Miiissstress…” Zip blinked back to awareness, body completely composed of cum slime now, looking expectantly up with her long gooey tongue hanging out.

“You go find Rarity again,” smirked Ocellus. “You have to make up to her for running away before.”

6. Pinkie's Sticky Situation

Since Twilight obviously needed to be saved for last, Pinkie was the next target Ocellus wanted to go for. She wasn’t sure if Pinkie actually taught classes this day of the week, but used her magic to scan the school anyway to see if she was about. Luckily enough she located her, oddly enough in a hallway in a more rarely used part of the school.

Before she went to get her, Ocellus took a moment to take care of another problem. It seemed things were starting to spill out of containment, so she took a moment to cast a domed forcefield around the school, wanting to make sure none of the students or teachers survived the undead slaughter. She wanted the whole school converted before she let them spill out too far into Ponyville.

She then followed Pinkie’s oddly zig-zag path through the back parts of the school, flipping through her book as she did so. Since Pinkie was all about bringing laughter and joy, she wanted to choose something that would instill fear in just about any creature. Finding driders, spider-monsters built like arachnoid centaurs, she knew that would definitely do the trick.

Sensing where Pinkie was going, Ocellus chose a hallway that would be in her path, the only way they could go in their current direction. Ocellus transformed once again into a drider. Her bottom half swelled up into a bulbous spider body, extra legs sprouting until she had a full eight clattering around her bottom half. Her top half raised up and stayed much the same considering she already had the fangs, but the arachnid form in general felt very comfortable for her.

She flexed her body, and her spinnerets that could make her webbing. Raising her bottom up, Ocellus expelled thick sheets of moist webbing to build a web across the whole hallway. She decided she’d just do them right out here in the public hall. Now that the school was sealed off, there was no reason not to be unabashed in their murder, and she communicated to her other minions to do the same, to make no effort to hide what they were doing within the school now.

“Why are we traveling in such a zigzag path?” Carrot Cake’s voice spoke from around the hall corner from her as they got closer. Perhaps Pinkie was giving the Cake family a tour of the school on her day off? Ocellus felt others around there, so maybe Cup Cake was there as well, and possibly their two babies? By Celestia’s cake fetish she hoped so, as just the thought of fucking such a yong foal was making Ocellus’s ovipositor rock hard..

“My PInkie Sense!” Pinkie’s overly happy voice chirped. “It’s been going off like crazy today and telling me to move in really strange paths… in fact it tells me not to go around that next bend in the hall! But I’m determined to finish the tour! We’ll just double back and take another route.”

That wouldn’t do, so she reached her magic around to take hold of their minds to keep them walking in their current path. When they walked around the corner, they were completely under her spell, and didn’t even stop when they found themselves moving directly into her web. Pinkie smacked into the middle, staring blankly as she wriggled only to get more of the webbing wrapped around her, and the Cakes did the same on either side of her.

Sure enough, Carrot was holding their son Pound and Cupcake their daughter Pumpkin, the infants staring into space the same as them while they squirmed in their grasp. They weren’t even one year old yet, so this would be a low score as far as age for Ocellus; she wouldn’t be able to go much lower without finding a pregnant female.

Once they were well stuck to her webbing, Ocellus crawled into the web herself, nothing sticking to her as she climbed the web and stood above them facing downward. She released the mind control on the Cake family once they were stuck, wanting to hear them complain as she got Pinkie ready for them, and not bothering with a silence bubble this time. She wanted the infant cries to ring out as far as they could.

“W-what is this?” Cupcake shrieked, coming to her senses suddenly within the web, too late to escape already.

“What the buck?!” Carrot screamed as he looked up at Ocellus above them.

“Figure it out yourself, I’ll get to you in a moment,” Ocellus told them. Sometimes the best way to frighten someone was to tell them nothing at all.

Ocellus crawled down to Pinkie, her ovipositor throbbing eagerly as she prepared to transform another Element bearer. She turned Pinkie over on the web to stick her back to it, thick strands still covering her front as the large spider body moved to cover her. Ocellus doubled down to lap at Pinkie’s face as her ovipositor throbbed against her gut.

“It seems your ‘Pinkie sense’ wasn’t enough to save you,” Ocellus teased. “Nor was it enough to save all your very undead friends. Soon you’ll join them and help me create despair and fear in the world like there’s never been before.”

“Sounds like a fun party,” Pinkie said with glassy eyes as she pushed her hips against the ovipositor. Pinkie was a rabid slut even without mind control, so she expertly rolled her hips to bring the tip to her entrance and slide it inside while Ocellus was still teasing entry. “I’ll do whatever you want, Mistress, if all my friends are dead I want to be dead with them anyway!”

“Good girl,” Ocellus panted as she slipped her shaft into Pinkie’s oft-used hole, stretching her around the greasy appendage before thrusting sliding in. Pinkie arched her back, pressing her bottom against Ocellus as she pushed right through all the way past her cervix on the first thrust, finding no resistance at all in the rabid cum bucket. “You were definitely the sluttiest of the six, turning you into a rape monster might not be that much of a change.”

“I just love me some dick!” Pinkie groaned, remaining talkative even under the mind control. “And now loving some murder seems like a natural extension of that for some reason!”

Getting her pussy rammed wasn’t enough for Pinkie, moving to lick at the front of Ocellus’s bulbous thorax. Ocellus still had articulated fangs and a small mouth there where a spider’s mouth would normally be, and Pinkie kissed it deeply, slurping the poison willingly into her system. She slurped one pincher, then pulled both of the wicked fangs into her mouth to swallow against their tips.

Ocellus didn’t waste any time digging in even as her lower fangs were fellated by the rabid slut. She thrusted her hips, clinging to Pinkie’s chubby gut with two of her legs and sliding in and out with long rapid strokes. Her pinchers flexed within Pinkie’s throat, gripping at her flesh from the inside and slicing into her neck.

She managed to tear into her carotid artery from the inside, causing Pinkie to vomit blood directly in Ocellus’s lower mouth. They kissed deeply, Ocellus slurping loudly to partake of the blood from Pinkie’s muzzle as their bodies continued to slam together.

The Cakes continued to struggle pointlessly, only serving to entangle themselves further in the web. The infants had begun to wail, their piercing cry filling the hallway and echoing through the corridors freely. Ocellus didn’t bother to even watch for someone else to show up, simply enjoying the despair of the babies to their maximum extent.

Once again, the victim’s body began changing before she was dead, her chub swelling out at first as if she were already filled, warping so that her fat ass extended out further and began to morph into the hindquarters of the drider. It began to pull Ocellus back along the body as it continued, in the process trying to tug her lower fangs from Pinkie, but the eager victim bit down on them to try to keep them in her throat.

In the end she had to pull away, the fangs slipping out of her throat with a wet pop, but they were quickly replaced by Ocellus’s proper muzzle as she leaned down to kiss the transforming pony deeply, continuing to guzzle at her blood and life energy through her throat. The chunks of soul she tore out were already showing signs of deep corruption, the change happening much faster now.

By the time Ocellus expelled her load into Pinkie she had already sprouted extra legs and was clinging to her mistress’s body with all of them. She began to successfully extract herself from the stickiness of the web even as Ocellus blew her load into Pinkie’s hot pussy, now at the end of an arachnid body. As the rest of her blood drained, Pinkie faded for only a moment before reviving as her new undead self, ready to serve.

“That’s happening almost too fast now,” Ocellus grumbled slightly as she pulled away from Pinkie’s muzzle. “I might need to hold back my power in the future to slow it down.”

“That was amazing!” Pinkie blurted out happily upon snapping back to consciousness. “Can we do it again?”

“No, but you can do it to others,” Ocellus promised. “For now let your body complete its transformation. I want to enjoy something I’ve been meaning to try.”

Ocellus’s eyes moved over to the Cakes on either side of her. The adults were being rather quiet, mostly because they’d managed to get their muzzles caught in the webbing as well. The infants had less trouble screaming through it.

Now that they were well entangled, Ocellus clipped the Cakes from the web, allowing them all to thump upon the floor still wrapped in webbing. She giggled a little at the squeaks that Pound and Pumpkin made upon falling, their parents too entangled themselves to catch their fall.

“Tell me Mister and Miss Cake, have you ever FUCKED your babies?” Ocellus asked, raising her voice to be heard above the wailing of the infants.

They had trouble answering with more than grunts with their mouths full, but Ocellus could feel the terror that pierced their hearts at the mere hint of such a question.

“I’ll take that as a no,” Ocellus smirked. “Well, we’re going to fix that, because the last thing you want to do is see your babies die and think ‘I sure wish I’d fucked them when I had the chance!’”

“If I have a foal it’s gonna slide right out of my pussy and right onto someone’s cock,” claimed Pinkie. “Maybe my own!” She was catching on fast.

First Ocellus ripped the screaming babies away from their parents, the older ponies helpless in their entanglement to stop her. She licked her lips as she brought Pumpkin close and walked over towards her father. She ran her tongue along Pumpkin’s neck, dragging her fangs along her throat.

“Don’t even pretend that you haven’t eyed her bits while changing her diaper,” Ocellus told Carrot. “And thought ‘damn that would be tight on my dick’.”

Ocellus didn’t entirely mean to, but was so excited that she sank her fangs into Pumpkin a bit early. The squalling of the infant choked off suddenly, the baby looking spaced out for a moment as the poison entered her system, then suddenly started having a giggle fit instead, reaching out for Ocellus rather than shying away from her.

“Well now she’ll enjoy it I guess, you have even less reason not to want this,” Ocellus groaned a little as she pulled the webbing off from around Carrot’s limp shaft and began to rub his daughter’s bottom against him. “If you don’t want in her now, you’re just a terrible father.”

Carrot shook his head frantically, but his shaft said something different as the soft baby’s behind was rubbed up and down his length. He began to harden, responding rapidly to the warmth of her holes against his shafts. Now that she was bitten, Pumpkin’s tiny slit was drooling fluid onto her father’s shaft, writhing and even trying to awkwardly push her hips against the rubbing sensation.

Ocellus wanted nothing more in the moment than to feel a month-olds pussy wrapped around her thick ovipositor, but decided to give Daddy the first go. As Carrot squirmed to try to move away, his shaft was lubricated by the drooling hole, getting him nice and slick before pressing her tight anal cavity at his tip.

It was an impossibly tight fit at first, getting even an average horse cock into such a little hole, but Ocellus wasn’t giving up. She pushed a bit of her telekinetic power into Pumpkin’s rear, the infant writhing with a pleasured squeak when she expanded the magic to force her asshole to stretch outward. It wasn’t anything close to pleasurable, but the stinging pain only drove the drugged infant to squeal in delight.

Meanwhile, Ocellus also used her telekinesis to carry Pound over to his mother. He didn’t get the drugged venom yet, but he had a lot more of a pleasant task as well. His squirming mother’s pussy was uncovered from the webbing, and his little sheath was rubbed against the milfy hole that created him.

Thanks to Ocellus’s magic, his shaft hardened and expanded far more than it would have.naturally. Soon the infant’s hard cock was throbbing against his mother. Pumpkin ceased his crying, whimpering to a stop and then squeaking in confusion at the feel of pleasure gliding over his immature rod while he throbbed in hardness against his mother’s passage.

Pinkie, almost done with her transformation, wanted to take part, so moved over to Carrot herself. She turned her body around, placing her wicked arachnid pussy over the stallion’s face before lowering it downward, rubbing it at his muzzle through the webbing, which slowly came loose due to her ministrations.

“Oh come on Mr. Cake,” Pinkie giggled. “You’ve never resisted when we fucked before.” That comment drew a questioning ‘mmph?’ from Cupcake, but she had to be brutally stupid to not realize Pinkie fucked every male she came into contact with, married or not.

Ocellus was too distracted to tease them about it though. She pushed her magic into Pumpkin’s baby pussy too, careful to only stretch out the very outer lips enough to push in, keeping her hymen intact at first. She then put her own shaft to Pumpkin’s pussy and Carrot’s against her asshole, and showered Pumpkin down on both at once like the fleshlight she was.

None of the pussy she’d had so far compared to the tightness she felt when Ocellus ripped through the hymen and filled her deep. She bottomed out against the back of her passage almost immediately, forcing her way through the cervix and up into the deliciously immature womb before stretching out the back wall of it. She shivered as the giggling infant’s blood drooled down to the base of her shaft, holding Pumpkin in one set of legs as the others pulled Carrot closer to them.

As much as he pretended not to want to fuck his daughter, Carrot still moaned when he felt her asshole sliding down his own dick. He throbbed violently within, and his hips even pushed upwards into her as she was pulled down further. He shook his head to deny what he was feeling, but no amount of societal norm would change how amazing a baby’s ass felt bleeding around his shaft as the pucker tore.

Pumpkin spasmed as her body began to bulge out, gurgling in bliss as the pain pushed up through her. She was already ballooned out to looking pregnant from the twin girths invading her body, her tiny pelvis creaking under the pressure and splitting in two with a grotesque crack. Her hind legs spasmed in agony but her back arched in pleasure as her eyes rolled back. They were the same to her now.

Pound was happy with his situation after his shaft pressed into his mommy’s foal hole, squirming and shivering at the unfamiliar pleasure covering his erect shaft. As great as that was though, it wasn’t that tight of a fit even with his dick expanded, so Ocellus decided to take other steps.

Using her telekinesis, Ocellus pulled Pound from his mother’s pussy, leaving him whimpering for a moment. Instead she put his head against the pussy, pressing inward as the labia stretched around his head, and popping his entire cranium into her. His whimpering turned into gurgles as he was forced to gargle his mother’s inner fluid.

Cup convulsed at the sudden tight penetration, crying out through the webbing covering her muzzle as she was overstretched beyond birthing width. As her body shook, Pound was forced deeper inside, but when it got to his hips, his cock was pushed downward from her pussy and penetrated her ashsole instead, fucking her behind as the rest of his body fucked her pussy and his little hind legs kicked frantically in the air.

“This is giving me some great ideas for my next party!” Pinkie claimed as she worked her bottom against Carrot’s muzzle. His entire snout pushed between her drooling lips, stretching out her spider hole as he choked and sputtered. Though he struggled, he still wasn’t able to stop his own hips from moving below as he thrust up into his daughter.

In fact, Carrot got off before Ocellus did. He moaned into Pinkie’s pussy as his eyes rolled back and his cock expelled thick strands of seed into his daughter’s ass. Her legs splayed out further as her body expanded from the load, the bleeding penetration far too tight for any of it to escape. There was no way to contain it inside, her intestinal tract rupturing as it poured out into her meaty guts, only making the corrupted infant giggle happily at the surge of torment.

“That’s it!” Ocellus encouraged. “Every parent should do this. Why shouldn’t you enjoy the body you helped create?” He words devolved into a moan as her ovipositor surged with her own thick greenish seed, pumping the tiny womb to capacity just in the first burst, then stretching it out grotesquely on the second until it burst open within her the same as her intestines.

With both loads surging through her at once, Pumpkin’s whole body ballooned out in rolls of jiggling fluid-filled flesh. It was too much for her tiny body, and with a wet slorp sound her gut tore apart, blood and cum-drenched organs spilling out onto the floor as the pressure released. Ocellus had to quickly surge magic into Pumpkin to keep her from dying prematurely, scooping up the guts and pulling them back into the infant’s torn body. She laughed at the hilarious result, but the watching parents screeched in horror.

“Oh stop screaming,” Ocellus rolled her eyes. “She obviously loves it.” It was true, even as her body was pulled back together in a puddle of blood and cum, Pumpkin was weakly giggling. “She’ll be fine after Pinkie transforms her.”

“Oh I get to!” Pinkie giggled happily, still grinding her hips against Carrot but now eying Pumpkin hungrily. “Imma shove her in my cunt!”

“You do that dear,” Ocellus kindly encouraged her.

Cupcake’s scream in fear of her daughter’s life was immediately followed by a scream of orgasmic bliss as her pussy convulsed around her son’s body, clenching and washing over him in her profuse fluids. She flailed her legs the best she could, trying to resist but rolling her hips against the pressure all the same.

Soon after, Pound experienced the intensity of his own first orgasm. His gurgles inside his mother increased in intensity as his cock throbbed and shot a load of infant seed into mommy’s asshole. His legs kicked frantically before he was finally allowed to squeeze back out of her well-stretched pussy and plopped onto the floor again, eyes wide with blissful confusion.

“Now what do I do with you…” Ocellus skittered over to Cupcake, looking down at her appraisingly as her son fell out of her gaping cunt. “I don’t know anything about you so I don’t know what you’d really hate being transformed into. Here… try this…”

Opening the book, Ocellus flipped through the monsters section, showing Cupcake the images of each one in turn. She carefully sensed her emotions to see which one would really spike her fear, but it was hard to tell since she was already pretty terrified. What a terrible mother to be terrified by getting to fuck her son.

Meanwhile Pinkie giggled, prodding at her new spider holes with her curious bony legs, then turning towards Pumpkin and licking her lips. She moved to the squirming baby, grasping her in one pair of legs and squeezing her so that her organs wouldn’t plop out of the gaping holes in her bottom.

Pinkie leaned down to lick at Pumpkin’s face, the venom still doing its job as the infant giggled in spite of her near-death condition. Since she was sadly only gaping in two of her three holes, Pinkie decided to finish the set, moving her down to her ovipositor again and pushing it into the giggling muzzle. She rolled her eyes back as Pumpkin’s jaw stretched over the girth and began to choke on the length.

“There it is!” Ocellus wasn’t even looking at the pages as she flipped them, just showing Cupcake each one in turn, but the last one really spiked her emotions, so she turned to look at it. It was a giant centipede monster. “Do you have a phobia for them or something? Oh well, it’ll do!”

Cupcake shook her head frantically, the option definitely touching a nerve, but her muzzle was still covered over by webbing for her to express herself. All she could do was sob and squirm as Ocellus put down the book and crawled over the chubby chef.

“You want to be able to speak?” Ocellus chuckled, pulling the webbing open on her muzzle, but it seemed Cupcake was still too terrified to do more than whimper. Oh well, that didn’t mean her muzzle was useless.

As Ocellus pushed her ovipositor to Cupcake’s bottom and nestled the tip against her anal cavity, she also picked up Pound and lowered him over her head, pushing his still throbbing erection to his mother’s muzzle.

Being the terrible mother she was, she tried to keep her mouth clamped shut, refusing to pleasure her squirming offspring, but that changed as soon as Ocellus pushed into her ass. Cupcake cried out as her seemingly virgin bottom was stretched wide, allowing Ocellus to easily stuff the shaft into her maw as well, Pound giggling happily as his shaft pushed into his mommy’s throat.

Cupcake’s resistance didn’t last for long as Cupcake pushed her lower mouth against her throat and sank her fangs in, pushing deep into her neck enough to scrap against Pound’s engorged shaft that was stretching her throat out far more than it should. Once she had the venom in her, she began to bob her head as much as she could and struggled to press her fat ass up against Ocellus’s affections.

“Such pliable minds, these mortals,” mused Ocellus. “Just a tiny dose of venom and they’re my willing death slaves.”

Pinkie watched as she pushed her ovipositor into Pumpkin’s muzzle, throat-fucking the infant with all her copious energy. As it snaked in and out of the tiny mouth, Pumpkin’s behind was pushed against Pinkie’s opening, which began to stretch against her. The little one willingly pushed her hind hooves into the hole, which glided up over her ankles and up to her knees, warmly encompassing her legs as her whole body was slowly fucked into the hole.

Pumpkin’s face turned bluish as she was choked on the thick rod, which didn’t slow down her obsession for getting into Pinkie’s hole. She wriggled against it as the wet folds slid up over her hips and her hooves sank deep into Pinkie’s body, quickly encompassing the baby’s body until he was up over her shoulders with only her head sticking out.

Pinkie bucked frantically, still ramming pumpkin’s throat even as she was encompassed all the way until only her muzzle stuck out. Her body tensed as her abdomen rippled grotesquely and she shot a thick load of slime into Pumpkin’s throat, continuing to thrust even as the head was pulled deeper within. Pumpkin was being sucked directly into Pinkie’s womb, but she kept thrusting even after she had pulled completely away.

“Well I have been told to go fuck myself a lot,” Pinkie panted before blasting one more thick strand of goo into herself and then pulling her wet rod free of her own pussy.

Cupcake’s body undulated as she pumped into the penetration from both ends, clenching her asshole and rippling her throat around Pound as Ocellus ripped into her throat and quickly drained her blood. Her life and soul leaked through both her neck and ass, slurped up into Ocellus’s form as she left her own taint behind in its place.

The chubby chef’s body began to morph before she was even half drained, body elongating as her limbs shrank down. Her flesh hardened and began to chip away like bloody paint, revealing thick chitin growing beneath it. As her exoskeleton grew on the outside, her interior bones began to slowly dissolve, her chest cavity seeming to collapse as her ribs gave only to expand back out with her hardening flesh. Her legs grew thin and lank, seeming to absorb up into her body before spreading across her underside, replacing her pony legs with countless tiny nubs that would convey her movement in the future.

Cupcake responded to the sudden violent transformation by creaming herself, splattering juice all over Ocellus’s belly even as Ocellus began to unload a thick load of spider spunk into the thick ass. The spiderling rammed hard enough to send ripples all the way up through Cupcake’s elongating body.

As her body extended and the stubs of her legs healed over, Pound was moved further away, but kept ramming his tiny hips until the foal unloaded an adorably enthusiastic load of spunk into his mother’s muzzle. He squealed as his hips buzzed, packing his seed in before finally panting and going still. Cupcake’s body shuddered as he was unloading into her, growing still for only a few moments before spiking to unlife and gasping in pleasure again.

“Yes!” Cupcake said as soon as Pound was free of her throat, body winding about grotesquely as she formed into a giant caterpillar with an uncanny pony head. “I’m your willing slave mistress, please murder my fuckable babies and worthless husband too!”

It seemed that Pinkie was already working on the husband, clicking over to Carrot Cake as Pumpkin was sucked up fully within her womb to churn away within her. She turned her bottom up again, shitting out a thick strand of webbing, manipulating Carrot in her legs to spin him around and wrap his whole body in a cocoon.

As the cocoon squirmed about like a thick worm, Pinkie bit down into his gut, extending her fangs and injecting venom into the pod. Unfortunately for Carrot, it wasn’t the blissful venom that Ocellus was using, but a painful mixture meant only to slowly dissolve the victim within the webbing wrap that trapped him. She moved to bite his neck to inject more, then finally bit down on his crotch, fangs sinking directly into his ball sack and earning a muffled scream from within the trap as she filled him full.

Inside Pinkie, Pumpkin’s body was undergoing a similar transformation to what she had on a smaller scale. Her tiny ass bulged out until it sagged, sprouting new legs as her original hind legs thinned and sharpened with little arachnid hairs along their surface. Her skin hardened as her organs churned inside her, morphing into new places and shattering her bones to dissolve within the mess.

Carrot was screaming bloody murder from within as his body began to come apart under the digestive venom, but that didn’t keep his cock from responding as he came hard enough to bulge the cocoon out around his shaft. Pinkie bit down there, slurping out his seed and rubbing it around her muzzle with her tongue. She moved her legs around the cocoon to press different parts, feeling his body softening as his struggles began to decrease.

Pinkie’s lower body undulated as well as she began to squeeze out the thoroughly processed Pumpkin. The tiny foal’s head popped out from between her well-stretch labia, a high-pitched moan coming from her as her body began to slide free. She had transformed into a drider herself, bulbous lower half almost getting stuck on the way out before Pinkie relaxed her slutty cunt further.

“Mmm, this is the first time I actually had one!” Pinkie yammered. “Not that I don’t LOVE getting pregnant, I usually just have them aborted. I’ll have to go eat the local fetus scraper in apology for him losing my business!... OH! Pumpkin, why don’t you wrap up Pound the way I wrapped up your old daddy!”

Pumpkin skittered to her feet, hugging against her new mommy to stand. Even if what came out of her own muzzle was jabbering, she seemed to understand the intent of Pinkie’s command as she staggered over to where Pound lay panting on the floor. Her brother resisted much less than his father as she turned her body around and began to splurt out fresh webbing to wrap him up.

Pound formed a much smaller bundle than Carrot for sure, and Pumpkin began to lick and slurp him all over, nibbling through the thick strands to dose him with poison all over his body. It didn’t take long before he realized this was less pleasant than boning his mom, and his moans turned into muffled wailing from within the cocoon. His body began to shudder within the wrapping, the whole thing looking like a large vibrator as his body came apart within.

“I guess they’re not having as good of a time in those cocoons as the ladies did.” Ocellus chuckled. “Oh well, they’re just males. Not like they deserve better.”

Ocellus took a rest, stroking Cupcake as she finished her transformation, and making sure she got a good look at what was happening. Despite the venom making her compliant, there was definitely part of the mare that was terrified at what was happening to her family, and Ocellus was enjoying every moment of her inner despair.

Pinkie saw that Carrot had grown still, and poked at his cocoon, feeling the liquid contents slosh about. She giggled, rolling over onto her back and holding the rippling cocoon above her and grinding her sloppy pussy against one side. She bit off the tip, then held it above her to allow the liquid gore to flow out into her muzzle, guzzling it down. She moved her legs to grasp at the other end, working her way slowly down like she was squeezing out the contents of a tube of icing into her maw.

Pumpkin tried to do what Pinkie was doing, though much more awkward in the process as she could barely balance Pound’s sloshing cocoon over her. She gripped it more firmly, grinding her tiny pussy and ovipositor against it as she began to slurp out the contents. She was careful and managed to get most of it in her muzzle, though some liquid Pound still dribbled messily down her face.

“Mm, I’m not sure if they’ll come back from that, but not like it matters,” said Ocellus. “We already have an army of various undead to overrun the city and more afterwards.”

As the other spiders were squeezing out the contents of their feeding tubes, Ocellus slid back atop Cupcake. With her new longer body, Ocellus could kiss her with her muzzle and move her ovipositor to her pussy again without having to contort herself in any way. She slid into her passage with her ovipositor, relaxing as she had a nice calm fuck, absorbing the simmering life energy that had leaked from the two corpse bags.

As Pinkie and Pumpkin finished up their liquid gore, they turned their attention to one another, Pinkie scooping up Pumpkin and kissing her deeply, one leg sliding down to push into Pumpkin’s delightfully underage spider hole to pump slowly inside her. As they made out hotly, their bodies began to undulate again, the contents of their stomachs churning about inside them.

“Mmm, my own baby to fuck any time I want!” Pinkie said happily. “Maybe I’ll crash the Ponyville nursery later so I can get even more, though I guess I should save some for Rarity since she probably still likes foal fucking more than any of us.”

The group relaxed for a while longer, Ocellus enjoying the screams and crying she heard in the distant halls as the school was completely overrun around them. She knew dozens were dying inside the school at that very moment, because she could feel their life forces slowly filter to her as her minions sucked them dry.

Now that all but one Element bearer was dead, there’d be nothing to stop her. There was no way Twilight could muster a defense without any of her precious friends.

Where was Twilight though? It was a bit weird she hadn’t shown up already.

As Pumpkin and Pinkie made out, their bodies undulated further, swelling up in the midsection as the gory goo churning inside them seemed to coalesce into one point. The bulge moved slowly down, and their pussies began to dilate as the masses moved downwards towards their openings. Being distracted by her own blissful plans, Ocellus was surprised when she saw eggs squeezing out from their two pussies and plonking onto the floor beneath them.

“Well… I guess maybe they will come back as undead still,” Ocellus chuckled. “I guess my abilities exceed even what I thought.”

“An egg!” Pinkie got only one thing from the experience. “Imma stick my dick in it!”

Pinkie moved over to the larger egg that she’d laid, ramming her dick into one side of it to burst it open, thick warm goo bubbling out over her shaft as she forced it inside. Meanwhile Pumpkin giggled and moved to sit on hers, playfully grinding her pussy against the slimy surface as both eggs began to crack further.

What came out of the eggs wasn’t exactly driders, though they did have pony heads and eight legs. They appeared to be more straight pony-spider hybrids than the elegant design that a drider possessed. They also didn’t seem to have much of a brain to them, drooling onto the floor and staggering around.

Pinkie pinned Carrot down immediately and pushed her cock into his ass, bigs of egg still stuck to it as she pressed within, while Pumpkin immediately began to make out with the drooling Pound and rubbing her little pussy against his flexing spider pecker.

“Well it looks like we’re about done here,” Ocellus pondered. “I suppose I’ll let you enjoy your time here while I go see where the fuck Twilight is hiding.”

7. Spike's School Tour

Damn Spike was horny. All he wanted to do was to find someone and get laid, but his day was not going well. He’d tried Rarity’s room first of course, but for reasons he didn’t understand, she and Sweetie had turned into shit monsters that he barely escaped.

Fortunately, he did have the means to escape though, via a magic stone that Twilight had given him, conveniently embedded in a necklace that he could wear. After getting tired of trying to get him to stop risking the good name of the school, Twilight had resorted to giving Spike a magic stone that would keep him hidden during certain shenanigans like banging Rarity or students. It was pretty nifty, since it allowed anyone he touched to be made invisible too, which had allowed for some pretty kinky acts in public.

But now he was forced to use it to hide from the fact that everyone was turning into monsters for reasons. Not that he was worried; Twilight would hammer it out once she was done with whatever it was she was doing, he was sure, but until then it was pretty annoying because becoming undead monstrosities made the student body significantly less fuckable.

He had found two fillies in-tact, Diamond Tiara and Silver Spoon, who had apparently been considering coming to the school too, probably so they had a place to live that wasn’t with their intolerable families. They were now invisible with him thanks to the stone’s power, but thus far neither had wanted to put out despite the fact that he literally saved their lives. That was annoying too, because he really wanted to be able to say he fucked some rich girls.

Now they were walking down a stinking hallway with brown and green gunk all over the place with some swirls of white mixed in, which Spike suspected might be Rarity and Sweetie’s doing. The gobs of cum mixed in made it a bit sexy at least, but he could really do without the smell. Regardless, his double dragon hemipenes was hanging out in front of him, throbbing needfully with how long he’d been wanting some today.

“You know none of them can see us, right?” Spike repeated to the two fillies as they walked, trying again. “We could fuck right here and the monsters wouldn’t even see it. It blocks out sound too so we could moan loudly and everything.”

“Why are you so obsessed with that?” Diamond shook her head, eyes wide as she covered her muzzle with one hoof. “For crying out loud, put your dicks away!”

“You know we’re only 12 right?” Silver Spoon asked him, as if that didn’t make them hotter.

“So?” asked Spike. “I’m not much older, not to mention I was already getting my dick wet when I was like 8.”

“And don’t you care that the world is ending around us?” Diamond countered, looking at him in disgust. “We can’t even leave the school because of that forcefield!”

“Oh don’t be dramatic,” Spike rolled his eyes. “Twilight will show up with some deus ex machina or friendship bullshit like she always does. All we have to do is stay hidden and wait until she’s done with… whatever or whoever it is that she’s doing.”

“Oh gods what are those…” Silver got distracted from the more important issue of letting Spike fuck them. “Are those cocoons?”

They appeared to be. Large green ones that seemed to have ponies inside, with two white ones mixed in. They were undulating grotesquely as if they were transforming inside.

“Oh for…” Spike face-clawed. “Look let’s just find a less smelly corner somewhere and go at it. You OWE me for saving you!”

“You’re not much less of a freak than those monsters!” Diamond pointed at him.

“Y-you were… masturbating when we passed that one filly getting her organs strung up across the hallway.” Silver pointed out.

“Hey don’t disrespect my dragon culture,” Spike growled at her. “Prey getting strung up is super hot to us, not to mention now I’m horny AND hungry.”

“Freak!” Silver pointed her hoof at him, the one that wasn’t covering her muzzle.

He was tired of this. Spike smacked the hoof away, claws unsheathed to nick the dumb little filly’s hoof. She shrieked at the tiny cut, tumbling into the cocoons and getting muck all up her side, including on the cut itself.

“Ow that stings!” Silver held her hoof as Diamond helped her up, shaking it about. “I can’t believe you did that, now I got that gross muck in my cut!”

“Oh grow up,” Spike rolled his eyes. “Or rather don’t grow up. Fuck me before then.”

“Are you okay?” Diamond ignored him and tried to look at the cut, but Silver kept it covered up.

“Ah… yeah I think it’s fine,” Silver said, rubbing the scratch thoughtfully. Her eyes got a bit wider as the stinging died down to a tingle. “Actually sorta nice n-... never mind. Let’s find a place to hide. JUST hide.”

As if on cue, there was a moaning in the hall behind them, and they saw a filly being chased by a hoard of ghoulish pony monsters. She was overcome quickly, and they began to tear into her, the screaming filly getting gangraped even as the mob continued to move. Every hole she had was filled within seconds, pumping wetly as more began to wrench her limbs from her body, turning her into a nice portable fuck pillow for them to take along with them.

“It’s really hot all the sudden,” panted Silver, barely paying attention to the encroaching mob.

“Damn right that’s hot,” Spike pondered, misunderstanding her meaning.

“We won’t outrun that, let’s hide in this classroom!” Diamond said, opening the nearest door and pulling Silver in after her. Spike followed after them, hoping that things would get a bit more kinky once they were away from the mess.

Unfortunately, the classroom wasn’t empty. Rainbow and Cozy were occupying different corners, each playing with their latest victim.

“Finally found you… was worried someone else would get to end you.” Rainbow was saying to Scootaloo; it was a pretty wholesome comment so far as murder comments went.

Scootaloo was nearby, squirming in a mass of Rainbow’s tentacles. The two primary ones sprouting from Rainbow’s crotch were embedded inside the foal’s well-stretched pussy and asshole, pumping violently into her together, bloating out her gut with each shove inside. Another six entangled all her legs and wings, wrenching them about with a sickening cracking as her bones were repeatedly broken, shards of bone splintering through her flesh from the massive trauma.

Yet despite that, Scootaloo was arching her back and groaning in bliss, completely lost in the venom that coursed through her body as it visibly transformed. Her flesh was growing soggy and splitting apart as new plant-like flesh covered her, her entire body sprouting tiny mushrooms. She vomited a mass of spores around the tentacle exiting her muzzle. Her eyes seemed to burst apart in their sockets before mushrooms grew outward, new eyes forming on the ends as they sagged from her head.

Rainbow wasn’t just making use of the conventional holes either. Two more thick tentacles were ramming into the sides of Scootaloo’s head, penetrating each of her ears, with both the opposite ends exiting out the other side of her head. They were both covered in clumps of grey matter as Scootaloo’s mind was fucked apart, but somehow the little one still seemed fully conscious as the magic of blissful undeath took her transforming body.

“Fuck whoever thought being dead would be this awesome,” Scootaloo was saying. “Rumble could never fuck me like thiiiis.”

“You think this is awesome just wait until you claim your first victim, squirt,” Rainbow was encouraging her.

Meanwhile Rumble that Scootaloo mentioned was being pinned down by Cozy Glow in the opposite corner. There were a lot more flipped desks and blood splatter in that corner, so Rumble had probably been kept nice and unwilling at first, but at present he also had a huge grin on what was left of his face, most of the skin having been clawed free as one of his eyes dangled from the socket.

In fact his body was so taken apart that he could barely be recognized as a pony. First his limbed has been wrenched free of his body, legs and wings, leaving splinters of bloody bone in their place as he was reduced to a fuck pillow. His hind legs had then been turned about and both stuffed up his tailhole, stretching it until it split, his hips spread wide enough that it was obvious his pelvis had been cracked in two as well.

Cozy currently held his heart in both front hooves as she rode him cowgirl style, gnawing lustfully on it as blood and cum flavoring drooled from it. She had a long thick strand of his intestines wound around her body, most of the length bloated with thick stringy cum and leaking out through tears in the flesh. One end of the length was pushed over her throbbing erection even as she pushed her pussy down onto his cock at the same time, which somehow remained hard in spite of his crushed balls, which had been popped like grapes and left to hang grotesquely from his body.

Of course he was completely gutted as well, other organs splattered outward from the middle with his actual gut being almost entirely empty other than a soup of blood and cum remaining where his internal organs had been. His upper and lower torso were barely connected by his spin and flaps of flesh on either side, all his ribs having been broken off to allow better access to his gut.

Despite all that he was squirming in undead bliss. When he heard Scootaloo say Rainbow was better, he gargled out a response. “Fuck you Scoot, Cozy’s pussy is 100 times better than yours ever could be!”

“Oh goddess we have to get out of here!” Diamond stared at the scene in horror, but at least the magic stone was successfully keeping them from being seen or heard and the occupants of the room were too distracted to have noticed that the door opened.

“We can’t yet,” Spike grunted and rolled his eyes.

He pointed at the glass window on the door to the classroom. They could see outside that the zombie hoard had stopped to play with the cocoons, many of them pushing their throbbing shafts into the surface to penetrate the transforming ponies inside, or just stir them up for the ones that had been reduced to slimy shit or cum already. The filly they’d grabbed a moment ago was already torn into pieces, no longer recognizable as something that had been alive though every part of her still twitched as her flesh was covered with bloody cum.

“Why do even the mares have penises?” Diamond shook her head.

“Why shouldn’t they?” Spike asked, fed up with the reluctance of his fellow hiders. “Don’t be a hater, you bitchy little cum stain.”

They both looked over at Silver, who was staring back and forth at the grotesque displays in the classroom. It looked like she didn’t even realize it, but had sat up on her haunches and started to rub both hooves between her hind legs to work at her pussy, arousal rolling down her thighs as she did so.

“Silver what are you doing?” Diamond demanded.

“They’re so lucky…” Silver gasped, then looked at Diamond and shook her head. “I don’t know! It was all gross before but… I don’t know why! Why is it so hot?”

“Huh you stopped being a prude like your tightwad friend?” Spike asked, looking over at Silver and slowly stroking his own twin shafts. He started to slide around behind her, grinning as he nestled his tips against her tight virgin pussy and taut asshole.

“Stop that!” Diamond pushed Spike off of Silver. “The zombies moved on, let’s find a hiding spot with less… of this!”

It was true. It seemed the horde had dragged the cocoons along with them to go find more victims at the same time, leaving the hall free of bodies and roving monsters for the moment. Not that Spike was pleased about having to go.

“Fine little miss cock blocker!” Spike grumbled. “We’ll find a place that fits your high standards!” He added in a mumble. “Damn I’ve never been so tempted to rape a bitch as I am now…”

“Yes rape her!” Silver said as she started to rub herself faster.

“Don’t even joke like that!” Diamond growled. She grabbed Silver by one of her vibrating front hooves, dragging her towards the door. The girl hmmphed at having to stop but followed along all the same, with Spike shortly behind them as they left the room.

They made their way to a hallway that stank less, not that it didn’t still smell of death. This was the hall where the filly had been strung out, and her organs still decorated the ceiling like fleshy ribbons and deflated organ balloons. They still twitched as if she were somehow still alive. They continued a bit further, Diamond leading them into one of the nearby public restrooms.

They found it sadly empty of monsters or other hiders that might want to do more than Diamond. She led them further into the furthest stall from the door, ducking herself back into the corner behind the toilet as if that would protect her were they to be found out. Spike and Silver followed behind, closing the stall door behind them.

“I can’t believe how horny you two are acting!” Diamond immediately whined. “I’m not surprised that a dragon acts like this, but I expected more of you Silver! Didn’t we promise each other we’d stay virgin instead of slutting it up like most of the other foals in Ponyville?”

“Hey you should be grateful I’m helping you,” Spike told Diamond. “You know I could always leave you here alone, and don’t think you’d stay invisible once you were out of range from the magic rock Twilight gave me. You’d be getting ripped up by that zombie horde and every single part of your corpse fucked if not for me. The least you could do is let me have a go at your live body!”

“Saving a filly doesn’t give you a right to her… pussy!” Diamond shrieked. “I can’t believe you’d try to blackmail us into sex! Even you!”

“Since when?” Spike snarled. “And why shouldn’t I? Even Twilight has put out after I saved her life from something, even if she spent most of the act reading while I did it which I guess was a little annoying.”

“Silver aren’t you going to back me up on this?” Diamond looked at Silver.

Silver didn’t seem to be listening. She was just staring hungrily at Spike’s cocks as a bit of strangely brown saliva drooled from one side of her muzzle. Without answering, she moved over to Spike, pushing him back against one wall of the stall and winding her tongue about between each of his shafts.

“That’s more like it!” Spike groaned, then grunted at Diamond. “Don’t think you aren’t next! I got plenty of stamina; I’ve fucked an entire cart full of filly guides before!”

Despite having never done anything sexual before, Silver opened wide and eager, slurping both his tips into her muzzle. She mmphed slightly as her jaw was forced open painfully wide, but still managed to swallow against the dual tips. As she did so, both her front hooves moved down beneath her legs again, rubbing herself eagerly as she scarfed down the reptilian meat.

“I can’t believe you!” Diamond said, looking away in disgust… but also making sure her bottom was turned away from Spike just in case he got any rape-y ideas.

“That’s better,” Spike drooled as he ran his claws through Silver’s mane. “I’m gonna pound that virgin twat next. Seriously I can’t believe you two haven’t had sex at your age. You’re almost teenagers!”

Diamond slattered Spike’s shaft in her greenish-brown saliva, then swallowed his twin meats down, immediately gagging. Despite her inability to breathe, she allowed him to grasp her head and shove them deeper until his belly smushed against her face. He began to throat-fuck her violently, looking the feel of her convulsions around his shaft.

“Fucking… weirdly tingly…” commented Spike, not realizing that he was having his dicks coated in infested saliva, he was far too pent-up to even think about that.

It didn’t take him long to go off as horny as he was. He blasted thick strings of spunk into Silver’s hungry throat, who strained to swallow it all through her gagging throat. She couldn’t keep it all down, but smeared what came back up over her gums with her eager tongue as Spike was extracting his shafts.

“What is that smell…” muttered Diamond, the only one in the room level-headed enough to notice that Silver’s saliva had started to smell a lot like the gunk she’d got in her cut earlier. Still, she couldn’t place where it had come from.

“Phew that was weirdly tingly,” Spike groaned. “Now turn around. I’m gonna fuck your pussy and then you’re gonna hold down your bitch-ass friend for me to rape that cunt’s cunt. It’ll be good for her.”

“Don’t even…” growled Diamond. She turned, grasping hold of Silver again and dragging her out of the stalls. “Come on! I’m not staying in here alone with you two with you acting like this. We’ll go look for other survivors that we can save and maybe one of them will be insane enough to want to take a dragon-dick break while the world is ending.”

Silver reached for Spike’s shafts as she was dragged away, whimpering when they were taken out of reach. Spike rolled his eyes, following along though he definitely hadn’t canceled his plans for all he wanted to do with Diamond. The only reason he wasn’t leaving her on his own is because this was the perfect opportunity to get his rape on with someone. Once Twilight fixed all this, which surely she would, he could just blame anything he did on having been possessed like everyone else or whatever.

The school was short on survivors at this point, and as they went from room to room, the best they found were fresh corpses. They didn’t stick around to wait for them to get back up.

“What if we’re the only ones left?” Diamond fretted.

“Oh stop,” Spike rolled his eyes again. “Like I said, Twilight will fix it like she always does. Now I’m tired of searching, so let’s just go to the swimming pool, it’s close to where we are.”

“Is there a good place to hide there?” Diamond asked.

“He’s going to fuck us both!” Silver was salivating her smelly saliva. “It’s gonna be hot to see you get raped!”

“Don’t even joke like that!” Diamond told her friend cluelessly.

Several of the classrooms had been in use, but they honestly didn’t expect the swimming pool area to be. It was apparently an orgy in here though, and a bit hard to keep track of everything that was going on.

Fluttershy, who had become some kind of naga, was shoving Silverstream head-first into the end of one of her two cocks. Silverstream wasn’t struggling, in fact they could see her front claws frantically try to pull herself deeper through the well-stretched shaft, and Fluttershy was having to hold her hips steady to keep her from going in too fast. Perhaps Fluttershy wanted to enjoy the stretch.

Silverstream’s other end was in use too. A fish-like creature that favored Big Mac was impaling her pussy with a huge cock, though she was deep enough in Fluttershy’s cock now that he was effectively fucking that as well. As he did so, he leaned forward and was sucking down Fluttershy’s second cock that wasn’t already full, the naga arching her back in bliss at the stimulation.

“Yes suck me in!” Silverstream’s muffled voice said from inside. “I can’t believe I was hiding for so long, I didn’t know dying was this amazing!”

“I’m just glad we worked together to find the two of you before Ocellus realized you’d escaped,” Fluttershy groaned. “That’s true friendship right there, we didn’t let you go without getting to experience a beautiful death like we did.”

Nearby in the pool, a siren-like Applejack had Yona in the pool pushed under the surface, holding her head down. At the same time she was railing her from behind, pushing one throbbing prehensile erection into her pussy and the other in her tailhole. At first the yak was still, seeming to have just drowned, simply shivering in the water as she was tossed about.

A second later she sprang back to animation as her fur started to come out in clumps as her body slowly transformed. She groaned even beneath the water and began to pump her hips back against the eager affections of her murderer, arching her back and creaming all over the shafts as her body shook.

“That’s it, little slave,” Applejack groaned. “Always wanted to fuck a yak, though ah thought the yak would be the one atop me. Maybe you kin pin me down later once you’re done transforming so ah kin still do it that way.”

A bit away from them on the edge of the pool were two monsters currently without a victim, though one had to assume the school was running low on living creatures to murder at this point. A timberwolf that favored Apple Bloom was nailing a naga Twist, pussy bleeding from visible wood splinters coating the lips and inside, but pushing hard back into Bloom’s thrusting all the same.

“Yes, give me your babies!” Twist was saying, kissing Apple Bloom deeply then sinking her teeth into the side of her face to affectionately tear a hole in one of her cheeks.

“Timbersnakeponies will be so adorable!” Apple Bloom didn’t seem to mind the injury and dragged her teeth across Twist’s face, leaving a nasty gash. Though both wounds seemed to quickly heal, they continued to tear into each other as their bodies slapped together.

“Does my pussy juice smell different?” Silver Spoon was distracted by licking the brownish goo from her hoof. “Mmm, smells and tastes so much better than usual.”

“It kinda smells like shit, no offense,” said Diamond. “Seriously, when was the last time you bathed?”

“Actually it’s starting to smell kinda nice to me too,” said Spike. “Even if it didn’t, that won’t stop me from fucking your slut holes.” He rubbed his throbbing shafts with one claw. “But damn… my dicks are still tingling from the blowjob. How’d a virgin like you even get that good at sucking cock?”

“Stop being horny!” Diamond insisted, as if either of them would listen to her. Of course unbeknown to her, they had both been infested by now, Silver from the cut and Spike from the blowjob.

The pool area was a bit too open for Diamond’s taste, so she dragged Silver behind her to head to an adjacent classroom, hoping it was empty since this room was full. Silver staggered behind her and Spike followed her in turn. Unfortunately for Diamond, this room wasn’t any less empty than others they’d found, and actually smelled worse somehow.

It was hard to tell who the occupants were since they were made of slime, but the first one they saw was vaguely Zipporwhill shaped. Otherwise, it seemed to be completely made of a white sticky fluid like cum, oozing against her victim with tentacles of slime crawling all over them.

The victim was Coconut Cream, a filly slightly older than Zip but delicious all the same. She was stretched over a massive shaft that Zip had formed, so large that Coconut’s pussy and ass had torn into one large entrance from the back of her body. Her body convulsed as she vomited up the other end of the tentacle shaft. She was so messed up that the only way they knew it was Coconut was because of one final moan.

Her body was coming apart slowly, most of her skin having already melted. Her eyes had burst and were oozing from her empty sockets along with what looked like liquified gray matter. Her whole body was undulating as it burst apart, body bloating up as Zip came and then bursting grotesquely. Her organs spilled out, then the rest of her body literally melted from the cock and began to simmer in a puddle as it changed into the same kind of cum monster as Zip.

The real stink was in the other corner of the room, where the Rarity and Sweetie slimes had found victims of their own.

Rarity had completely encompassed Coconut’s best friend Toola Roola within her body, barely visible from within the greenish-brown slime as it also came apart. Her legs had been worked down to stubs from the digestion, and one could see the pulses of the slime as it repeatedly shoved into her from all directions, reaming her pussy, ass, and mouth all at the same time to cause her midsection to balloon out with each thrust.

“This is so hot,” Rarity said in a rather bubbly voice. “Why haven’t I been killing the foals I fuck this whole time?”

As Rarity groaned out, Toola’s body ballooned out suddenly to its max before also spilling her guts into the pool of slime that encompassed her. Her body thrashed, probably more from pleasure than agony given the nature of their killers, then went briefly still as it came completely apart. It didn’t take long before the mess of stretched organs wasn’t even distinguishable as a pony, melting away in preparation to return as a similar monster.

Sweetie’s victim was a bit larger than her, the dragon Smolder. Because of this, Sweetie had shaped her whole body into a mass of tentacles and pushed her way inside Smolder from the rear, filling both entries before a single mass exited Smolder’s muzzle. The only way they knew it was Sweetie was because they saw tufts of Sweetie-colored shit and the gurgled moans sounded like her.

Smolder’s squirming body was bloated as well, but her scales were holding more securely against the damage. The result was that her insides were being melted away first as her shape slowly melted from dragon shaped into just a bag full of shit slime. Gunk oozed from her muzzle and rear exits, more leaking from her empty eyes and ears. Her scales undulated as if it was boiling away inside, which was the only movement aside from Sweetie’s whole body fucking back and forth through her.

“Oh this won’t do,” Diamond said, about to turn around. “Not a chance in Tartarus.”

“But it smells so good,” Silver took a deep breath of the stench and rolled her eyes back.

“Oh shut the fuck up Diamond, this will do fine,” said Spike. “It doesn’t smell that bad, and besides that I’m tired of waiting.”

Diamond decided to try hiding on her own, attempting to snatch the rock necklace from around Spike’s neck with intent to flee on her own. She was ready to leave those two behind as they were obviously no less dangerous than a lot of the monsters at this point, and she didn’t want to be infested by whatever had them.

She might have succeeded if Silver hadn’t tackled her to the floor to hold her down. Silver giggled as she looked up at Spike, pulling Diamond’s tail up for him to get a good look at the unwilling foal’s virgin pussy and asshole.

“Do it,” Silver drooled as she grinded her own pussy against Diamond’s side. “We all know she’s had a good rape coming for a long time.”

“Don’t have to ask me twice,” Spike growled, grasping Diamond’s behind and dragging the kicking foal back against him. She shrieked, flailing about as she felt his throbbing erections against her behind, wagging her whole rump back and forth in an effort to make him miss his target.

Spike was far too horny to be dissuaded, missing a few times and gliding his shafts against her fur before finally hitting the mark. He showed no mercy, ripping through her virgin hymen in one shove and groaning at the feel of her blood trickling down his shaft. His upper shaft pushed into her tailhole as well, the dragon arching his back and roaring with delight as both were pushed into the squeezing hot flesh of his victim.

“Fuck yes,” Spike groaned, mind slipping gradually into its more corrupt state. “From now on, every little bitch that says no to my dicks is getting this!”

“Yeees,” Silver drooled as she moved to grind her pussy against Diamond’s face, causing her to gag at the disgusting taste of feces as her nose was rubbed against it. Silver licked at Spike’s belly, then reached her front hooves around Diamond to hold her and roughly rub at her immature breasts.

Meanwhile the other victims in the room continued dissolving into their new forms. The globs of slime began to bubble as they simmered, both the cum and the shit versions, and finally Smolder’s scales began to break apart as they dissolved away into the slime as well. The goop began to shiver violently, and it wouldn’t be long before they reformed into their new monstrous shapes to continue the rampage.

Spike was so intensely pent up from Diamond’s cock teasing that he didn’t take long to blow his double load inside her. She screamed in frustration against Silver’s smelly pussy as Spike shot thick strings of goop into her young womb, pushing up through her cervix and filling her up. His other shaft did the same to her rectum, her belly swelling slightly from the first doses of sperm inside her.

“You know what, fuck this,” groaned Spike. “Twilight is going to take care of it all eventually anyway, so why shouldn’t we enjoy it to its full extent!”

With that, he tore the rock necklace off his own neck, tossing it aside and allowing all the other monsters in the room to see him and Silver pinned down Diamond between them. Diamond shrieked in response, and Silver moaned at the feeling of the shriek against her pussy.

“Yes! I want to see Diamond raped TO DEATH! And I want to be raped to death!” Silver didn’t seem to mind one bit. As Spike withdrew from Diamond, Silver turned her around so that her cum drooling holes faced the other occupants of the room, yanking her tail up again to offer her to more lethal rapists.

“I don’t see why not,” Spike agreed, deep into the corruption now. He still had an awful lot of faith in Twilight to fix this, but had started to hope that she wouldn’t. Why settle for Twilight always lecturing him about fucking around too much when he could just rape and kill indiscriminately without worry? And the things those slimes could do to their victims really had him riled up; he wanted to be able to rip bodies apart like that!

Diamond shrieked as Spike shoved her towards the creatures across the room and Silver tackled her to the floor again so she wouldn’t dart for the door. It seemed that the newly transforming monstrosities were finishing up, because they were the ones to rush towards Diamond.

Coconut reshaped and darted towards Diamond, clinging to her face and shoving its cock into her screaming muzzle. She gagged on the firm length of solidified cum, trying to back away towards the door now as if she still had a chance of escape. Her sobs rang out through the room louder than anything else, sweet music that only a terrified foal could make.

She ended up backing right into Smolder, who grasped at her bottom and pushed a solid turd of a shaft into her cum-drooling behind. She penetrated deep to wind up through her body, thrusting violently to smash her between the two. Diamond still squirmed in resistance as Toola made her way beneath, flowing and then solidifying into shape again beneath her. Toola’s cock pushed up into Diamond’s gaping pussy as it reformed, pressing through her cervix and mushrooming out into her immature womb.

“Aw, such a sweet thing you are,” Sweetie more gently tugged Silver away from Diamond to give the newborn demons full access, instead pulling her close and letting her smush into her own gooey body. She ran her tongue up the side of Silver’s face and groaned as tentacles of slime pushed up to invade Silver from beneath. “You’re already infected aren’t you… good to know it can spread even without us directly touching someone.”

“Yes, breed me full of shit demons!” Silver drooled before kissing Sweetie and licking the back of her throat, sucking in her tongue and gnawing on it to get more of the grotesque flavor.

“Oh well that’s something I can’t say no to now can I,” Sweetie giggled, squeezing Silver testingly and finding her squishy inside. “Hm, I think you’re already mostly transformed inside, I bet I can impregnate you already.”

“Oh I’ve been looking for you, my widdle Spikey Wikey!” Rarity slugged her way over to Spike, pulling him close. His double dicks sank freely into her body, pushing within where her breasts would normally be. He didn’t need a particular hole when her gooey surface could make one for him anywhere he needed.

At the same time, Zip moved up from behind, yanking his tail up roughly and pushing a slimy cum tentacle into his behind, stretching him out and beginning to thrust in and out. She gurgled happily as she wrapped her body around him in a mass of other tentacles, spreading around him.

“Amazing,” Spike groaned, moving to thrust forward into Rarity then back as Zip filled his asshole. “I can’t decide if I want to be cum or shit at this point.”

“Maybe we can try for both,” Rarity suggested. “Make you a little cum shit swirl for the best of each.”

Diamond’s struggles weakened as her body collapsed, but her sobbing continued to rang out. It seemed the young ones weren’t used to properly infecting their prey before beginning, so Diamond wasn’t having the fun time many other victims got. All she could do was convulse as her young body was invaded from all sides, legs kicking weakly as her eyes rolled back in agony and humiliation.

The newborn monsters were savage in their undead lust. Coconut choked her on cock, stretching out her throat until her face turned Blue as she gagged on the thick cum tentacle. Her neck undulated with the ripples in the slime as her face started to turn blue and her eyes rolled back. Coconut’s chest sprouted more tentacle tongues to lap the tears from Diamond’s sobbing face.

Smolder didn’t bother winding her cock anywhere, just ramming it through the first bend in her intestinal tract and up into her gut as blood poured out around the shit pouring in. Diamond’s body bloated all the way to her neck where Smolder’s shit smushed together with Coconut’s cum and the two wrapped around each other in a swirl before sawing back and forth, tearing up her insides as they did.

Toola just rammed upwards as hard as she could, piercing up into her cervix and past the back wall of her womb, then winding randomly through her gut. As Diamond’s body weakened from the rapid corruption, Toola’s shaft momentarily burst out through her gut, her ovaries hanging from the tip, drenched in cum and shit. The tentacle bent around, ramming into Diamond’s navel instead and burrowing another hole into her body, fucking the fresh wound.

Meanwhile Sweetie’s antics with Silver ended up being surprisingly vanilla in nature, but perhaps that was kinky for monsters that would normally never do such a thing. The two continued to make out hotly, Sweetie using her thick tongue to push into the back of Silver’s throat as she sucked on the log of shit in her muzzle. She moved her hips in a smooth motion as she took both cocks from beneath, shaking blissfully as they stiffened their surface and began to slowly grind away what was left of her organs within.

Zip enjoyed taking Spike from behind, grasping at his small wings and bending them back until each of them snapped, then twisting them around slowly to splinter the bone outward. Spike groaned at the shock of pain, unable to comprehend why he loved it so much, but willing to let them break his whole body apart for more. He pushed back against Zip’s thrusting, his bowels filling full of the gel-like seed and boiling at his organs to slowly rot them apart inside.

At the same time, he continued pushing his own shafts into Rarity’s nipples, grasping her hips as he felt the rancid shit of her body massage his lengths. A string of fluid pushed up through his urethras while he pushed into her, invading his body and leaving a stinging sensation that he only savored more. She leaned forward to kiss him, her tongue moving into his maw but then pouring much of herself deep into his muzzle to start to tear him out from within.

Time seemed to move in a blur as the three were slowly corrupted, every part of them infested and dissolving in the sexy onslaught. Even Diamond finally began to writhe in bliss instead of fear, though she felt no less agony from her body being torn apart.

Diamond was the first to completely come apart. As her body was compacted with more and more, it bloated up to grotesque proportions as gunk leaked from her wounds. Finally her whole body exploded in a shower of gore on the surrounding area, splashing her guts on the other participants. The gore melted away into bits of cum and shit before starting to coalesce in the center again, reforming Diamond into a crossbred monstrosity of cum and shit that swirled within itself.

“I… fucking exploded… so hot…” Diamond said as she snapped back to life and undead bliss. “Why did I ever resist that?”

Sweetie continued to lovingly make love to Silver, but poured more and more of her body into her as her cocks lengthened inside. As Silver bounced in her lap, her body began to visibly soften, until her liquified innards could be heard sloshing with each movement. Her body shivered to a stop briefly as death took her, only to spasm back to life even as her flesh began to peel apart, slurped into the brown jelly center that had formed, sucking in the last bits of her mortality.

Spike’s body held out for longer, or at least his outer scales did, much like Smolder’s had. Eventually his body lost all shape, limbs ballooning out then being sucked into his body before he wasn’t much more than a globe of fluid-filled flesh bouncing back and forth between Rarity and Zip. As his eyes burst out of their sockets, one reformed out of cum and the other out of shit to form another cross hybrid.

Rarity and Zip got a little impatient, and began to tear more gashes in his scales, letting the slime flow out onto the floor as it reshaped and then pulled the bits of separating scales within to dissolve completely. Just like the others, he was now corrupted body and soul. He no longer trusted or wanted Twilight to save him, in fact he would feel relieved if he found out she was dead so he knew she couldn’t pull him back from this bliss.

Throughout the school, the last few dozen students were meeting their end. Some were dragged from their hiding places, others were torn apart while clawing at the forcefield trying to escape. It was all futile, and it reached a point where there were no more student victims, just undead monstrosities fucking one another to pass the time until Ocellus unleashed them on the town.

Except Twilight apparently. Where the fuck was Twilight?

8. Twilight's Distracting Experiment

It seemed most of the monsters were avoiding the area around Twilight’s office. None of them particularly wanted to tangle with her and it was better to leave her to Ocellus anyway. Fortunately she hadn’t come out of her abode to realize what was happening in the school at all, though it was unclear why.

Ocellus eventually found Twilight’s office looking empty, though the door to the lab next to it was closed. She sensed life in this room though, so took a moment to look around. She grinned when she found four foals hiding beneath Twilight’s desk. Apparently they’d gone without being seen since none of the monsters were coming near Twilight’s office.

The squealing of the little ones didn’t last very long as Ocellus took them under her control, forcing them to be silent for a moment while she looked them over. It seemed only one was a filly, who she recognized as Dinky, the daughter of the local mail mare. The colts were some of the few male children in the school, since the gender ratio for ponies was completely weird. They were the pegasus Featherweight and earth ponies Pipsqueak and Button Mash.

It’d be a waste to let the last foals left alive not suffer at all, so she merely body controlled them, leaving their minds free to helplessly watch what would happen next. She motioned to them to follow behind her to the door to Twilight’s lab.

The lab’s door was sealed with a powerful spell, but not powerful enough after Ocellus had absorbed the souls of five other Element bearers. Dispelling it was as easy as flicking a switch. She couldn’t help but wonder why it was sealed in such a way that not only kept it closed, but also prevented communication with those inside, like she didn’t want to be disturbed. Something fun, no doubt, and Ocellus couldn’t wait to see what was inside.

“Stay out here for the time being,” Ocellus told the foals, still pondering what to do with Twilight once she interrupted whatever hot thing she was doing in there.

Before she got to go do that though, one of her minions rolled into the room after her. Perhaps they’d seen Ocellus go there and figured it was safe now, or maybe they were just desperate to find more victims in a school mostly devoid of them now. Ocellus watched as Sweetie slugged her way into the room, leaving a trail of brown slime, followed further by Silver. Silver was literally rolling as she moved, her body bloated with what appeared to be tiny green and brown eggs inside. It seemed that Sweetie had enough of Ocellus in her to be able to oviposit in her new friend.

“Mommy!” Sweetie squeaked and gurgled. “Are we going to go into town soon? The school is completely empty of new toys…”

“Yes, you all did take the school even faster than I thought, I’m very proud,” Ocellus assured her. “Hm, why don’t you play with this.” She gave Dinky a kick to the bottom causing the filly to stumble forwards towards the slimes. “I want to keep the colts for my own purposes since I haven’t been able to put many to use. I’ll let them watch you so they’ll know what sort of things might be in store for them.”

Ocellus released Dinky from the body control so that Sweetie and Silver would have some nice squirmy play, and the little one squealed as she tried to book it out of the office around the two slimes. It was a pointless effort as they moved far faster than their slimy bodies had let on, and she suddenly felt each one collide with either side of her body as they began to encompass her.

Sweetie and Silver’s bodies seemed to merge together, swirling around the squealing filly to encompass her torso, then spreading down over her legs and up around her neck. They joined into one large slime creature, Silver’s incubating eggs held off to one side like the nucleus of a cell. Dinky let one last squeal out before her head was encompassed and her air was cut off, the little one thrashing spastically within the glob of rancid slime where she’d been trapped.

The sight was delightful to behold, especially when spikes of slime hardened and rammed into Dinky’s soft little holes. Her pussy was invaded first, piercing through her innocence before ramming through her cervix as well, ballooning out into her immature womb to fill her ovaries and thrusting madly. Her tailhole got the same treatment, winding up her intestinal tract as another rammed down her screaming throat, the two pushing through her in a rush to meet in the center.

But the standard holes weren’t enough for them when they were so desperate for more fun with a living creature. Smaller spikes drilled up her nostrils, ramming up through them the same as if they were any other hole. As she gagged violently, she felt more tendrils pierce into her ear, digging deep into her ear canal as they made their way into her skull. Even her belly button got pierced, literally stabbing into her flesh to make another hole to be raped from all sides. All she could do was thrash violently within the mass of slime surrounding her.

Ocellus wanted to stay and watch the foal’s torment, but she was far too curious as to what kinky things were keeping Twilight in the lab all this time. Was she having an orgy? Torturing foals? Engaging in lewd hoof-holding?

Making herself invisible, Ocellus sank into a shadowy form and passed under the doorway as she had many times before, taking a look around the room.

It was a typical lab for Twilight, with beakers and potions and lab tools of all kinds lined up on shelves and counters in a carefully organized mess. The smell of chemicals was thick, enough to overpower the beautiful stench from outside. One oddity was a large mirror with cables attached to it from all directions with a swirling mist inside. Some kind of portal? Its energy reminded Ocellus of the portal that the other-worldly Luna had traveled here through, though she was certain it didn’t lead to the same world. The energy from Luna’s portal had felt lustful and this one just felt boring.

However, that was the only remotely interesting thing. Ocellus’s disappointment was immeasurable to find Twilight doing nothing lewd at all, but only carefully measuring ingredients that she was putting into a potion. If that wasn’t boring enough, there was another glasses-wearing unicorn version of her, Ocellus assumed from the portal, who was reading out the ingredients nearby with a slightly annoyed look on her face.

Ocellus had underestimated how dull Twilight was. She probably should have known better than to think anything interesting had been happening in here. No, Twilight had spent the whole time cluelessly doing science stuff with an other-worldly version of herself as her entire school was systematically raped and murdered.

“What’s the next ingredient, Sci-Twi,” Twilight referred to the other her as.

This ‘Sci-Twi’ sighed a bit at the nickname but read off the next ingredient. “40 milliliters of cousas aburridas.”

Ocellus was stunned, not to mention severely offended. Twilight had used such a powerful spell to keep things quiet for her while she did boring science? Not only that, but she created a portal to another world not to conquer or fuck the inhabitants, but just to chat and work with her mirror self on some lame science stuff. Such obscenity made the changeling sick to her stomach.

“What’s that in milliclops?” Twilight asked as she found the ingredient.

Sci-Twi stared for a few long seconds. “Your measurements here… do they have to… nevermind,” she said. “Around… 60.53 I think. Can we do the experiment I wanted to do after this? It’s unfair if you get to pick all the topics for our research you know.”

“What you wanted to do isn’t even science,” Twilight sounded agitated. “Really now, we’re both better than that. I swear sometimes I think you’re more like Spike than me.”

“Why can’t you loosen up a bit like your friends?” Sci-Twi pointed at a nearby supply closet for some reason. Ocellus arched an eyebrow as she swore she heard some thumping from within said closet.

“I told them to stop it!” Twilight shook her head. “But for some reason they think they have to do it in every single room in this building, it’s infuriating trying to keep them from it. They better not break anything in there.”

Hm, Ocellus was curious about who was in the closet, but could guess given what she knew about Twilight’s normal company and whose souls she hadn’t gotten to absorb yet. Still, she let them bang around in there all they wanted for now; she was more interested in the Twilights for now and would get the others whenever they staggered out.

Since those two were arguing more than they were paying attention to the door, Ocellus opened it to have a look outside. It seemed she opened it just in time to see Sweetie and Silver cream loads in Dinky from every direction, the filly’s body bloating up as every entry was filled, gut stretching to grotesque proportions before exploding into a beautiful mix of gore and thick brown cum. The little one thrashed violently as she went into her death throes, more gunk pouring out of her guts as they continued to cream into her.

Ocellus mmmed at the sight, not to mention the energy of Dinky’s spent soul making its way to her. It was a drop in the bucket compared to all the energy she had taken in, but there would always be something delightful about raping the life from an innocent child.

She looked at the three colts that were being forced to watch. She pulled their little body control strings, making them walk into the lab after her. The whole time, the occupants of the lab didn’t notice, the stench of shit and death not having yet overpowered the chemical stench inside.

“Urgh…” Sci-Twi groaned, walking towards the portal. “You know what? I need to take a walk or something before I continue any of this.”

“Okay, but be fast, we need to…” Twilight started to say, rather clueless of her other self’s mood, but didn’t get to finish before Sci-Twi had disappeared through the portal.

As Sci-Twi disappeared, there was no better time for Ocellus to announce her presence. She took no chances with Twilight though, sending a beam of intense energy from her own horn to strike the alicorn’s. Before Twilight could even get a grunt out, the energy split through her own horn, bursting it into shards and leaving a bleeding stump on Twilight’s head.

Twilight screeched at the sudden trauma, staggering back as shards of her own horn embedded themselves into her head and face. She staggered, her vision swimming as the agony pushed through her. Unicorn horns were extremely sensitive, even thumping one lightly was enough to interrupt most spell-casting, so actually shattering one was the most intense agony any pony could suffer without powerful magic enhancement. She wouldn’t be in any shape to resist for hours at least.

“Time to get your priorities straight, Twilight,” Ocellus grinned sadistically, flying up to the alicorn and licking at the bloody horn stump as Twilight slumped on the ground. “Locking yourself up to do something this normal is offensive.”

“Ocellus?” Twilight’s eyes derped about as she tried to get her bearings. “How? Why?”

“Oh?” Ocellus laughed. “You didn’t realize I’ve been murdering everyone in the school while you were locked up in here doing ‘science’? What an awful headmistress. Well it’s too late to stop me now, all your friends and students are dead… well save for these few.”

With that, Ocellus turned towards the three colts, pointing them at Twilight’s collapsed form. Ocellus cast an arousal spell on the colts at the same time, making their little shafts bulge from their sheaths and then slowly grow to sizes that would be overly-large even on an adult. It actually looked a bit humorous as they staggered towards Twilight with their fifth legs dragging the floor beneath them.

“I can’t… they’re only colts…” Twilight groaned, her broken horn sparking as she struggled unsuccessfully to get up.

“Oh don’t even pretend like you haven’t fucked Spike at least,” Ocellus rolled her eyes.

“Only as a reward for saving me a few times,” Twilight defended.

“A better headmistress wouldn’t need to get saved by kids,” Ocellus scoffed. “Kids would need to be saved from her.”

To keep Twilight from wriggling too much for the small colts to handle her, Ocellus used a beam from her horn to meld Twilight’s hooves in place on the floor where she had collapsed. By the time they had fully melded, Button was wriggling to a position underneath Twilight, slurping at her breasts as he pushed his shaft into place. He looked dizzy from blood loss just from having to keep the magically large dick hard, but managed to push it between Twilight’s underused labia to push her open and press inside.

“Wow, you’re tighter than Mom,” Button squeaked from beneath Twilight as she collapsed against him.

Meanwhile Pipsqueak predictably went for her behind, probably the same place he favored when with his favorite princess. He looked silly trying to keep balance on the wavering rump, little legs kicking behind him, but managed to stuff his pulsating meat into the tight anal ring. Twilight groaned as her second hole was opened, possibly for the first time as boring as she was.

Featherweight didn’t seem to mind getting the leftovers. As Twilight groaned from the dicks in her pussy and ass, she found Feather’s shaft pushed between her lips, thickness dragging across her teeth then pressing to the back of her throat. She gagged violently as he choked her on his dick in disgust, and the alicorn could do nothing to defend herself due to her intense agony.

Sweetie and Silver tottered in to watch, a somewhat-confused newly-undead Dinky now with them. Silver was bulging with eggs again now that they’d separated properly, and must have decided she would do the same to Sweetie, as she shaped herself a shaft that Ocellus could sense would be fully fertile. Pulled up to her haunches with Silver, Sweetie faced her as she allowed the shaft to sink into her, bucking their hips together in smooth gentle motions.

Dinky was a bit dizzy and collided with them when they stopped. When she realized what they were doing, she crawled up onto Sweetie’s other side and pushed into her behind. Once both shafts were pushing in together, Sweetie’s body swelled with each stroke inside her, moving to kiss Silver passionately before turning her head fully around to do the same with Dinky.

“Well I’m back,” Sci-Twi said as she came cluelessly back through the portal, still sounding a bit perturbed. She then froze at what she saw. Twilight with her horn shattered was still getting triple-fucked by big-dicked colts while three shit-slime foals were having a threesome and watching. She stared for a moment to try to process it.

Sci-Twi didn’t even see Ocellus until the changeling moved up behind her. Ocellus grasped her front legs with tentacles to tug them behind her back, pulling her up onto her hind legs and letting her own shaft throb against her behind. She didn’t inject any venom, wanting to make Sci-Twi’s transformation slow and painful as punishment for being almost as boring as Twilight.

Ocellus pulled the stunned Sci-Twi back towards her, pressing her back against her as she pushed her ovipositor into her soft pussy, finding it far wetter than she anticipated. In fact it was drooling down her shaft and thighs from the merest touch, and Sci-Twi actually pushed her hips back against the changeling as she penetrated her. Even when Ocellus formed another tentacle for the girl’s asshole, Sci-Twi still pushed her hips back into it as her rectum was filled full of pulsating rod.

Sci-Twi groaned as she felt more tentacles slide around her, reaching eagerly for one near her muzzle and slurping it down. Even though she gagged from the inexperience, she did her best to swallow it. It wasn’t just from what was happening to her either, as her eyes were locked on Twilight getting triple fucked with wide-eyed arousal; Sci-Twi clearly wasn’t the boring girl that Ocellus had assumed.

“What is going on…” Sci-Twi arched her back and squirmed within the mass of tentacles as her holes were filled, speaking between thrusts into her throat.

“I’m overrunning this boring school,” Ocellus explained. “And turning everyone into sex-crazed monsters. Though I’m giving Twilight a bit of a humbling first. At first I thought you were as boring as her, but it seems like maybe you aren’t.”

The colts continued to have a blast with and in their headmistress. Button began to gnaw at one of her breasts, salivating all over it as he slurped and continued to hammer at her unwilling pussy. He rolled his eyes back and arched as he pushed through her cervix and up into her womb, blasting a load of thick spunk as he did so. His body shook violently as he painted her insides white and continued to pack his seed into her.

Pipsqueak had his little hips buzzing like a rabbit as he rapidly impaled her ass, squirming to keep his balance atop her convulsing rear in the process. He grasped at her tail, biting down on it to keep from falling, and shivered as he emptied his balls into her uptight tailhole. It was the first load of sperm to ever grace the inside of the uptight alicorn’s rectum, but certainly wouldn’t be the last now.

Featherweight flapped his wings excitedly to keep pace with her head as she swayed it back and forth in an attempt to extract him from her gagging throat. He clung to her ears with his forelegs and mane with his teeth to hold himself steady, kicking excitedly as he bucked his hips. A look of disgust graced Twilight’s face as she got a third load of sperm gushing down her throat, which she tried to refuse to swallow. That just made sure she got a better taste as more of it washed up into her muzzle and drooled down her face.

Sweetie was mainly enjoying seeing Ocellus do her thing to the last living creatures in the school. Of course she was also enjoying getting her hot little bottom pounded back and forth by Dinky and Silver, pushing together with a series of wet slurping noises as their liquified bodies undulated at the motion.

Silver was shaking the most as, together with Sweetie, their bodies formed slimy eggs between them that were then implanted into Sweetie’s body. They filled her womb, expanding her body out with their rounded shapes until she was as bloated as Silver was. Sweetie let out a high pitched groan as she was mated passionately, taking a load of spunk from behind as well as Dinky began to really lay into her.

“Gods they’re all cumming, this is so hot,” Sci-Twi groaned as she writhed her body back against Ocellus. She rolled her hips lustfully into the tentacles that impaled her pussy and ass, taking them eagerly to their limits. Her cervix was pushed through easily, “Please let me perform the self-cest experiment I wanted on Twilight, it’s the only reason I agreed to come here but she just kept wanting to do other things! She said self-cest wasn’t science!”

“Mm, how absurd of her,” Ocellus purred at Sci-Twi. “If you were a vampire like me, you’d take what you wanted when you wanted. Every mare, stallion, and foal would be your fuck toys, or rape toys if they were unwilling, because only the monster’s pleasure matters.”

Sci-Twi’s pussy glowed as the tentacle inside pushed free. She arched her back as her eyes widened in pain when her pussy began to reshape, turning inside out and flopping her ovaries out to form into a ball sack beneath her new shaft. Despite the pain, she reached to stroke the hardening red with one hand as she reached for Twilight with the other. “Mmph… maybe it’ll be even more fun with her unwilling.”

“Oh it will be,” Ocellus kept her grip on Sci-Twi, but dragged Twilight back towards them rear-first. She shook the alicorn violently for a moment to shake the colts off her, then pushed her drooling behind against Sci-Twi’s front, letting her new dick flop between Twilight’s ass cheeks where it throbbed in readiness.

Twilight sobbed bitterly as Sci-Twi pushed her cock into her pussy, the previous load of cum squishing out around the shaft and drooling down the balls as she pushed deep inside. As her tip entered Twilight’s womb, Sci-Twi rolled her eyes back, clenching her asshole against the tentacle still impaling her, and swallowing around the tentacle in her throat to take it down deeper.

The colts, still drenched with the lust spell, weren’t going to just stop participating though. With her rear entries blocked by Sci-Twi, Button and Pipsqueak went for her breasts, seeming beyond reason as they lay on their back beneath her and attempted to shove their peckers into her nipples. Ocellus took pity on their creativity, using her telekinesis to pierce Twilight’s breasts for them, stretching out her nipples until the two shafts sank inside. Twilight screeched as they pushed into the spongy flesh, sinking deep thanks to Ocellus’s magic.

Featherweight tried to go for her muzzle again, but Ocellus decided that he should get a unique hole as well. She pulled open Twilight’s nostrils, skin stretching until it snapped in the middle to make both nostrils into one larger hole. This is where she guided Feather’s shaft, causing him to push upwards into her skull and directly into the smart pony’s head. Twilight rolled her eyes back as a shaft was pushed through the gap in the middle of her brain.

“What am I doing?” Sci-Twi gargled around the tentacle as she really thought about the situation. She might have been willingly going along, but her body was blushing from head to hoof, seemingly humiliated by giving in so easily to something like this. She actually tried to slow down her thrusting, but her hips were pushed forward by Ocellus’s own thrusting still, sinking into Twilight’s hot nerd pussy over and over as the alicorn squirmed beneath them.

“Don’t even pretend not to love it,” Ocellus told her. “There’s no backing out now, you’ve already agreed to help me. Besides, I can tell you’re into it, I don’t even have to threaten or possess you, you’re hyper aroused by what’s happening on your own.”

Indeed, Sci-Twi was near cumming, but Ocellus squeezed her balls tightly to drive her back from the edge. The unicorn grunted at the squeeze, then immediately began to approach the edge again as soon as it was released. It was outright impressive how much squeezing Ocellus had to do to keep her from cumming without using magic.

“So should we pile onto her too oooor…” Sweetie started to wonder now that Silver was done returning the favor with impregnation.

As if in reply to Sweetie’s question, the door to the noisy closet opened. A satisfied and smug Starlight strolled out, followed by Trixie giving her netherlips one last lick on the way out. Much like Sci-Twi when she walked in, they immediately stopped and stared when they realized what was happening.

“Trixie did not expect this when she told Twilight to stop being a tightwad,” Trixie observed, seeming mostly unperturbed. “It’s a bit extreme, but at least you loosened up.”

Starlight was slightly more wise to what was happening, and her horn glowed to run a scan of the outside area. Now that Twilight’s barrier was down, she was easily able to determine that the number of living creatures in the school outside was zero, yet there were a lot of things moving around it still, mostly in piles of undulating flesh as they all went at it.

“Wow that’s… well I guess I expected to die horribly at some point for all the shit I pulled…” Starlight blinked. “I just didn’t expect everyone else to go with me. I can go with that I guess.”

“Why don’t the three of you take care of those two, I want to concentrate on the Twilights.” Ocellus said to Sweetie.

Trixie and Starlight seemed on the edge of accepting their fate already, so it only took a little mental push by Ocellus to keep them in it. Sweetie, Silver, and Dinky merged together into one mass similar to before, sliming across the room and coalescing around the two unicorns’ hooves. The two only moaned at the slimy texture as it moved up their legs and over their bodies, lapping up the pussy juice that already covered the two amorous lesbians.

The two were encompassed quickly, the stinking gel spreading over their bodies and forming tendrils to push into their every orifice. Trixie squealed at first, her pussy and ass drooling out sperm when they were invaded as if Starlight had enjoyed a gender-shifting spell on her when in the closet. Before she can yammer on about what an amazing victim she was, Trixie was choked on another tendril.

Starlight pulled herself closer to Trixie in the mass, close enough that the same tendril was able to branch into two to impale both their pussies. She ground her hips against Trixie’s, tweaking their clits together and scissoring even as her own pussy and ass were impaled by the stench of the tentacles. She moved in for a kiss as well, letting another tendril split to impale both their throats, making out with the other mare even as they were body trapped in the undulating mass that would end their mortal lives.

“S-Starlight h-help…” Twilight managed to spit out pointlessly as soon as she saw Starlight, only to watch her last hope giving fairly willingly to their corruption. She really should have known better than for Starlight to not join ultimate evil given a certain chance of that side winning. All Twilight could do was sob more and vomit blood as her nostrils were invaded, thoughts fading as the higher centers of her brain were pushed into and slowly torn out piece by piece.

Sci-Twi must have really been wanting a go at Twilight, because she lasted a very short time inside her. She was barely a few thrusts in before she was blasting her womb full of thick strings of seed, pumping her ovaries full. Twilight’s gut swelled, though it was hard to tell with the two cocks still impaled inside her nipples, also giving her a grotesque swell through two wounds in her gut. Twilight’s body finally went limp as she seemed to completely give in, just letting herself be tossed about by her pile of tormentors.

“Being such a slut and I didn’t even possess you,” Ocellus marveled at Sci-Twi. “I wonder what you’d do if I let you and Twilight go because of your cooperation.” She continued to impale her from behind, more casually than before as she simply enjoyed dragging things out.

“Don’t… do that…” Sci-Twi managed between shoves of the tentacle in her throat. “Turn us… into… something better… I want to be a sex monster, everyone here should be turned into one.”

“You really think they deserve that?” Ocellus laughed.

“No, but that’s what makes it hot,” Sci-Twi groaned. She was continuing to push another load of cum into Twilight, seeming unable to stop herself from continuing her climax. “Please, turn me into a vampire… and turn that bitch Twilight into a mindless succubus or something, if she’s going to use her big brain for such boring things she doesn’t need one at all.”

“Hm, maybe both,” Ocellus pondered turning her and releasing her into her own world. She didn’t particularly care to invade another yet anyway, and when she did she was sure there would be an infinite number up for grabs.

Meanwhile the mass of shit-foals was going above and beyond to impale Starlight and Trixie in every way they could. As the lovers embraced and made out passionately, they felt more slivers of slime push into their body. It wasn’t just into their ears or nose, but they just outright stabbed into their flesh, covering them with dozens of tight little wounds to fuck until their bodies were spewing out a mist of blood and bloating with the size of innumerable shafts pushing into their flesh.

Starlight’s body shivered in agony, but accepted her well-deserved fate with little resistance. The only squirming she did was to turn herself over within the mass, bringing her face to Trixie’s nethers instead of her mouth. She pushed her face though the slime impaling Trixie’s well-stretched cunt, pushing her muzzle into the gaping opening instead and attempting to shove her entire face in. Body softened by the magic they bathed in, she found herself able to push her entire head in, the overstretched labia sliding over her face before snapping around her neck. She ran her tongue out, lapping at Trixie’s cervix before pushing her face through it as well.

Trixie let out a gurgled squeal when Starlight seemed to literally try to push inside her. Not to be outdone, Trixie spread apart Starlight’s hind legs and pushed her own muzzle against Starlight’s stretched hole. The tendril in her throat had joined with the one in her ass by now, so the whole thing kept thrusting through her even as her head pushed into Starlight’s womb instead. Determined to go on step further, Trixie tried to shove one of her front legs in as well, crushed up against her slimy head, seeming to try to literally crawl up inside her.

“Like two snakes eating each other’s tail… kinda the opposite I guess…” Ocellus mused at their antics, then turned back to the Twilights.

Twilight’s healing factor was keeping her mostly uninjured, aside from being unable to fix her horn, more as a curse than a blessing. Every time the shafts would shove into her torn breasts, it would rip her open inside anew, only to stitch back together as they withdrew. As Button and Pipsqueak both squealed in bliss, her breasts bulged from their heavy loads, swelling like balloons before bursting into bits of flesh, only to immediately stitch themselves back together.

It wasn’t much different with her head. Though her brain itself was taking damage, her nostrils kept pulling themselves back together. Feather wouldn’t have been able to continue had it not been for his magically enchanted cock being able to tear open her head with each thrust, cracking through shattered bone. Soon a load of seed was pumped into her head as well, compressing around her brain and leaking out her ears as coherent thought began to become more difficult for her. Twilight ceased to recognize where or who she was, only able to know that she was currently in rabid torment.

“This is so amazing!” Sci-Twi moaned, feeling her shaft swell inside Twilight’s womb as well, expelling thick strands of seed into her gut and swelling her up. “What are you now? Princess of Cum, it’s all you’re good for with your mind fucked out! You should be thankful you’ll be so useful to the Mistress!” Somehow knowing she was now the smarter of the two made Sci-Twi cream harder, spunk spilling out around her sack as Twilight’s pussy overflowed.

“That’s it, enjoy your sweet victory and then die,” Ocellus groaned, biting down into Sci-Twi’s neck, making the girl groan and arch her back as the poison coursed through her. She continued to ram Sci-Twi’s ass and throat with her tentacle dicks, then exploded into her from either end, almost like she was replacing her blood with spunk.

Sci-Twi’s soul was so ready for her new undead life that Ocellus could have sworn it swam into the rest of her energy pool, her body shaking violently in her death throes as it did. The cum pumping into Sci-Twi filled up her gut until it finally burst from her belly, a flood of spunk and organs flowing over Twilight in front of her and slopping to the floor. The drinking and murder was so quick that she hadn’t started to change yet, but wouldn’t be dead for long.

Pulling herself free from Sci-Twi and likewise Sci-Twi from Twilight, Ocellus looked towards the portal that the girl had come from. She smirked, tossing the still re-animating corpse through the portal like used up trash, allowing her to wake up as a vampire on the other side. Using a quick duplication spell on her book, she pulled out another copy and tossed it through the portal after her before a beam of her energy shattered the portal’s vital components and shut it down.

“Have fun with… whatever it is you do in that world,” Ocellus smirked and then turned back to her other toys. “You have all you need to have a blast at everyone else’s expense.”

Within the mass of slime, Starlight and Trixie’s bodies were still simmering, skin coming loose from their bodies and floating out into the mess, but they were far too busy trying to crawl into each other to notice.

Starlight used her magic to pull Trixie’s legs apart hard, not stopping until her pelvis split down the middle and snapped apart. Trixie’s body spasmed violently, but Starlight was able to shove herself further inside, bloating out the body with her own as if she were trying to put Trixie on like a shirt. She groaned at the feel of pulsing organs all around her, the slime that soaked into Trixie now from inside and out keeping the mare animate despite the massive trauma.

Trixie didn’t have Starlight’s powerful telekinesis, but she was no less determined as she reached both front legs into Starlight’s overstretched hole. As Starlight’s insides came apart, Trixie grasped whatever she could get a hold of inside, with teeth or hooves, and began shoveling her organs out to make more space for herself. It was agonizing for both of them, but the most they boiled in the pungent slime the more they loved it.

At this point the two were both doubled over until their entire upper halves were embedded within the other, finally reaching a point where they couldn’t go any further. That didn’t keep them from trying, and from somehow still managing to cream all over each other’s upper half, sending a burst of white into the red-tinted brown gel they were trapped inside. Soon their bodies came to a stop, then began to tear apart to dissolve completely in the foalish mass of slime.

Ocellus shivered at the feeling of their souls being funneled to her, but she was mostly curious now with Twilight’s regeneration ability. She used a tentacle to grasp each of Twilight’s limbs around the base, all four legs and two wings, and suddenly used all her might to twist at them. There was the sickening sound of splintering bone as they slowly twisted apart, then they came loose one at a time, dropped unceremoniously into a pile at Ocellus’s feet.

She was delighted to see the limbs grew back fairly fast. They weren’t even half way reformed though before Ocellus had grasped the new ones at the base as well and began wrenching them free. Continuing the method over and over, she began to make a pile of half-formed twitching limbs at her feet, watching as Twilight’s regeneration slowed slightly with each repetition, and eventually giving her a bit of an energy charge to keep her going. She just loved seeing that torso writhe helplessly as she was ripped apart again and again.

The three colts stayed out of the way of Ocellus’s fun, instead all moving to Twilight’s head now. Grasping blades from Twilight’s lab equipment, this time they each stabbed into her neck, opening up her throat as she continued to convulse in unending torment.

They all three pushed their cocks into the wounds in her neck, squealing happily as the throbbing lengths came together inside her neck and all moved upwards to her muzzle. As she hyperventilated through the holes in her neck, Twilight’s muzzle was forced open wide before all three heads exited her muzzle, her eyes widening as yet another weird torment was added to her suffering.

“It’s only fitting that your demise should take the most steps,” Ocellus chuckled. “You always did have a bit of a complication fetish.”

Sweetie, Silver, and Dinky had all three allowed what remained of Trixie and Starlight to squish out onto the floor as their bodies fully dissolved into sticky shit. The pile they’d been reduced to shivered before starting to reform, but the amorous way they died must have affected them in ways unknown, because as they came back to life, they seemed unable to pull themselves apart from one another.

Now that this was a problem in either of their views. They reformed their body into the shape of a two headed unicorn, split down the middle with each of their features on one side, then two pussies side by side nestled between their legs. They immediately turned towards one another and kissed deeply, their tails shaping into tentacles as each one of them pushed into the opposite’s love hole and began plowing each other back and forth. It was a truly fitting form for them to be since they so adored being inside one another.

The three slime fillies seemed to take their leave at that point, squishing off into the main school looking for other types of monsters to share their time with. They left Trixie and Starlight to enjoy each others’ eternal company and Ocellus to finish off the last of the Element bearers. Ocellus decided to take Sci-Twi’s advice and turn Twilight into a mindless succubus, too horny to do anything other than fuck for the rest of her exhausting but pleasant existence. It would make up for all the boring time she spent not fucking when she could have been.

Becoming a succubus didn’t change Ocellus’s form much, simply morphing her wings into bat wings, while her single horn split into two on either side of her head. She slid up behind Twilight’s convulsing body, pushing a doubled shaft to her rear entry and plugging her well-raped pussy and asshole at once. She shivered as the hot flesh spread over her, running her tongue up Twilight’s back as she worked her way towards her neck. It’d been a long torment for Twilight, but it was time to end it and her life.

Ocellus couldn’t believe she was finally snuffing out the last of the Elements. Everything had gone even better than she could have imagined, and she couldn’t imagine any other creature in Equestria would be able to stop her. The other princesses were powerful, sure, but they were always needing to be saved by Twilight, who herself was no match for Ocellus now.

After a moment to take in the pleasant sight of the convulsing Twilight vomiting up the bloody colt shafts in a smooth sequence, Ocellus dug her fangs into the back of Twilight’s neck, pulling almost half of it into her muzzle before drawing blood. She gulped deeply, draining Twilight’s body and soul as quickly as she could while still pumping her pussy and tailhole from behind.

As she began to tear out parts of Twilight’s soul, she found it to be the most scrumptious she’d had so far. It had a touch of innocence, almost like a foal’s, but more importantly the power was greater than any she’d had so far. Had she met Twilight before consuming several of her friends, it would have been too big for Ocellus to take in, but now it was no problem at all. She wondered if Twilight’s last coherent thought was regret that she’d looked away from her school just long enough for Ocellus’s plan to work perfectly.

Ocellus drained every drop like an ethereal vacuum, then groaned as Twilight’s soulless body went through its death throes. As it spasmed around her cocks, Ocellus pumped her full of thick strands of seed, overflowing her far more than the colts had previously. Twilight’s gut swelled from the load ballooning up her ovaries and intestines, even as her body worked deep into its transformation.

When Twilight came back to life, it seemed that the first thing she experienced was a literal hunger for the cocks in her muzzle. As her magic returned to her new twin horns, she grasped the three colts in her telekinesis, holding their bodies so that they were all balls deep in her neck with their dicks sticking out of her muzzle.

She then bit down, chewing at the flesh. She was careful not to sever it completely, wanting them to feel the sting, but began to gnaw their shafts back into her mouth, slicing into the flesh again and again with her new sharp teeth until she worked it into a mulch of gorey flesh. The colts were screaming out, but unable to pull themselves away from Twilight’s energy.

Ocellus pulled back, leaving her to it to see what she’d do. After she had gnawed their dicks away and swallowed the sweet flesh, it left all three dickless colts to fall back onto the floor, bleeding out from their groins as they squirmed about. Twilight looked down at them, licking her lips.

“Fuck… must fuck… “ Twilight had a truly one track mind now, her horn lighting up again as her body sprouted a heavy cock between her hind legs, throbbing at the site of the three underage colts squirming at her hooves. “All at once… all fuck…”

“Have a blast,” Ocellus encouraged her. “Fuck their little bodies to death and turn them into your personal incubi minions. Maybe if you’re lucky I’ll let you help when I get to Celestia and Luna as well.”

Trixie and Starlight were still watching, but were mostly distracted with one another. They continued to make out hotly, still keeping one eye each on the action a few feet away with the dying colts. Their tails had shaped into throbbing cocks, still plugging one another’s pussy and violently thrusting. They were both creaming themselves repeatedly, brown juice splashing out onto the floor behind them before slowly creeping across the floor to rejoin their bodies. From the looks of it, they would be distracted by this for some time, maybe indefinitely.

As Twilight finished her change, her limbs had completely regenerated, including an expansive pair of bat wings to replace her old ones. While she still had hooves, they seemed able to open up and form claws, with which she immediately grabbed for the colts. Deciding to give her a bit of fun, Ocellus chose now to cancel her spell on the little colts, which brought them back to their senses and into a screaming fit.

Button was already in Twilight’s grasp, but the others ran away towards the door. Acting swiftly, Twilight swooped down to them, grabbing Feather and Rumble in her hind claws to hold them steady as they wriggled. She then brought the squealing Button to her new massive reptilian cock, pushing against his tight little behind and groaning as his tailhole parted for her.

Taking them one at a time was far too boring, so Twilight intended to take all of them at once. Rather than sprout extra tentacles like Ocellus might, she just kept pushing through Button, slamming the back of his rectum before forcing her way through the wall and up into his gut. His body bloated as he started to gag violently, the swell moving up to his neck before he vomited a load of blood. Finally the gorey tip of her cock protruded from his muzzle as he convulsed, fully impaled on her cock.

She pushed Button down towards the base, grasping Feather next and putting the bloody tip to his rear. He screeched, seeing what happened to the twitching Button and definitely not liking where it was going for him. There was nothing the mortal foal could do but feel the massive girth of the adult cock pressing up from below, his thinner hips creaking before splitting in two, sending his wings into a frenzy as he desperately tried to escape. It wasn’t long before he was vomiting up her shaft as well.

Rumble didn’t struggle as much, if only because he was completely shocked and confused at what was going on. He could only stare at his two impaled, barely conscious friends in abject horror before he felt her rod pressed against his own behind. He started to sob as his whole body trembled, then groaned in torment as his insides were pushed apart by the thick shaft. Even if she didn’t need to, she pushed her shaft all the way through again until he vomited up her tip, mashing him down against the other boys.

“Yes that’s it, all the holes at once!” Groaning, Twilight began to move all three of them up and down at once over her lengthened shaft, pulsating lustfully with each stroke as she watched the tiny lives twitching to a stop on her murder stick. “Oh thank you Mistress!”

Ocellus chuckled as she idly stroked herself and watched. “Nice to see you’ve stopped being stupid. How could you have been running a school for this long and not realized how amazing murdering foals for your own sexual pleasure would be?” She leaned forward, cupping her muzzle over the tip of Twilight’s shaft, tasting the sweet combination of colt blood on her and slurping it off.

“Yes, murder!” Twilight screamed excitedly, tearing up their little organs inside with the friction of her increasingly violent fucking.

As she sucked off Twilight, she drained all three of their sweet little souls through the shaft, pulling the energy up through her and draining their lives away. One by one their little bodies gave out, spasming in their death throes to wash over Twilight’s cock in delicious convulsions. Transforming rapidly then, they were all changed into their new incubi bodies before she even came through them.

Of course now they were squirming in pleasure at their own impalement. Finally Twilight blew her load through them, bodies swelling as the flood shot up through them and into Ocellus’s muzzle. Ocellus didn’t swallow any of it, simply opening her maw and letting it rain down on the three newly minted incubi, their little tongues whipping out to try to taste what they could.

It was finally done. Every last living creature in the school, including the only ones that could have stopped her, were dead, transformed into hyper-loyal undead minions for her to order as she pleased. Not only that, they were whipped into a frenzy from a lack of victims, and would definitely swarm both Ponyville and Everfree with incredible vigor once the forcefield was released. She’d have a huge chunk of Equestria under her belt before the other royalty even noticed.

Life was good.

9. Bonus: Sci-Twi Gets a Warm Welcome Home

For ‘Sci-Twi’, Getting tossed back through the mirror into her own world was a little disappointing, given that it meant she might not ever know the other Twilight’s final fate. This was especially true when the mirror seemed to die after she passed through it; she could only assume that Ocellus destroyed the other side and who knew if she could get back to that world with their portal destroyed.

Since she’d worked hard to move their own portal end into her private lab, that was where Twilight ended up, tumbling onto the floor, naked and still transforming. Getting human-converted in the middle of already transforming left her dizzy and she passed out almost immediately.

When she was aware again, the first thing she realized was that she was being kissed, someone’s tongue slathering around inside her mouth. She opened her eyes to find another student from her school, Moondancer was crouched over her and kissing her passionately. How did she even get into the lab to begin with?

Regardless she was completely into it, her shirt and bra having been pushed up for her large tits to flop out against Twilight’s gooey bared body. Moondancer had one hand clasped around Twilight’s head to pull her into the kiss, the other digging at her own pussy beneath her skirt, having pushed her panties out of the way. Her shoes were on the floor behind her, though most of her clothes were still on at least partially so whatever this was had been on a whim.

Despite her confusion, Twilight was still too dizzy to ask questions, so simply pushed her tongue back against Moondancer’s. She was still horny from her previous experiences after all.

“Twilight, you’re alright!” Moondancer gasped when Twilight showed signs of life. “I’m so happy!” She took a moment to kiss her deeply again, then moved the hand that had been fingering herself to Twilight’s mouth to give her a taste. “You weren’t breathing so I was giving you CPR! Or something like that.”

Twilight didn’t feel like responding yet, but suckled the pussy juice from Moondancer’s fingers when they were offered. Moondancer moved her other hand to feel of Twilight’s chest, groping at her breasts.

“Actually, you’re not breathing now either… and no pulse… huh,” Moondancer observed, but didn’t seem too concerned as long as Twilight was moving. She appeared tranced, maybe slightly airheaded, and was grinding herself eagerly against Twilight’s nethers now. Her large breasts and part of her body was covered in green slime and her eyes looked clouded with a green tint to them.

Thanks to her changing into a vampire-changeling hybrid, Twilight could feel Moondancer’s lust steaming off of her. It had a strange ‘taste’ to it, but felt nourishing all the same. Despite having never had feelings for Moondancer before, Twilight saw no reason not to continue with their present activity, so moved her clawed hand to tear her shirt down the front, removing her upper clothing and tossing the shreds aside, watching her melons bounce as they were completely freed.

Moondancer helped, yanking off her skirt without unzipping it, just tearing the fabric down one side, then tearing off her panties as well. She lay down atop Twilight, pushing their slits together and grinding happily. She hugged her, their breasts smashing against one another as she licked the side of Twilight’s face.

“I’m still not sure what happened here,” Twilight panted, grinding her hips in return and tweaking their clits together back and forth. Twilight couldn’t help but notice that Moondancer was undergoing some changes too. She was slightly chubbier, hairier, and scruffier in general. “You seem… different too… for some reason it’s turning me on more…”

“Well I gave compressions to reanimated you,” Moondancer explained, her body trembling against Twilights. “But that slime all over you got on my skin and really stung… it made me dizzy and really aroused, so I decided mouth-to-mouth would be better. Mm, I want to mouth-to-your-everything now.”

“And you were… undressing… and masturbating,” Twilight purred as she slipped her arms around Moondancer and grabbed her fat ass in her claws.

“I was getting rid of my slime-covered clothes,” Moondancer claimed. “But your breasts and pussy kept producing more, and that got even more on my skin and… it kept building. Now I can’t keep my hands off you, I want you even more than usual! Even with you looking… like that!”

Than usual? Twilight hadn’t been aware before that there was a usual, but still wasn’t arguing. She did wonder about her physical state though, and looked back towards the magical mirror. Since the portal was disconnected, it was just a normal mirror and she could get a good look at her new body.

Twilight was covered in dark purple chitin. She had many insectoid characteristics like segmented arms and legs, mandibles, and a strange green translucent abdomen. Her breasts were greenish and swollen, secreting a gooey substance, which appeared to have strongly affected Moondancer when she touched it.

But the most fascinating part of her new body was the slowly emerging ovipositor, sliding from the genital slit that also contained her pussy. It was already glistening with slick natural lubrication from her slit, ready for action. Moondancer had unconsciously started to stroke the slimy rod with one hand as her other pushed several fingers into the slit to finger Twilight. Twilight pushed into the affection, undulating her hips slightly.

Twilight concluded that this must be her own world’s equivalent to changelings in the pony world. It must use the goo to subdue prey and perhaps to lay eggs in victims, or just to toy with them as they feed. Either way, it looked like her life was about to get much more fun and interesting.

Moondancer moved to nurse at Twilight’s right breasts, working more of the slime out with her lips and slurping it down, rolling it around in her mouth with her tongue before swallowing. She continued to stroke the throbbing length, encouraging Twilight’s excitement and no doubt hoping for a deeper connection. However, there was another question that Twilight wanted an answer to before they really got started.

“So why were you even in my lab to begin with?” Twilight asked, laying a hand on Moondancer’s head and slowly thrusting her hips as she was stroked and fingered by her prey. “We’re not particularly close as far as I know.”

“Oh um…” Moondancer finally found something worth blushing at. “I kinda… broke into your house and lab to put up secret cameras to watch you… because… I sort of love you. Anyway I saw your apparently lifeless body get tossed out of the portal, so I couldn’t help but break into the lab again to help you.”

As she spoke, Moondancer began to work her fingers deeper, prying open Twilight’s slit to push four fingers inside as the thumb massaged around the base of the shaft she was stroking. Twilight put a hand on her head, pushing her downward to try to force a blowjob out of her, but Moondancer was more than willing.

Moondancer’s free hand moved to stroke the base as her mouth moved down to run her lips over the tip. The prehensile length toyed with her mouth slightly before she slurped it up like a thick noodle and swallowed the tip, gagging slightly but working her throat over the tip in a sweet nursing motion.

“That’s a little stupid, but oddly romantic too,” Twilight would have thought it was creepy before, but now it was quite endearing. “How long have I been out and transforming.”

“Nearly an hour,” Moondancer told her, voice garbled between thrusts of the ovipositor into her throat. “W-what happened over there?”

“Some kind of vampiric changeling was taking over their world,” Twilight gave her the short of it. “They transformed me and tossed me over here hoping I would do the same here I think. The other me was already being slaughtered and transformed into something else… and pretty sure the whole school there had been raped, murdered, and transformed into undead.”

“A whole school worth of kids getting raped and undead-ified sounds so hot…” Moondancer groaned.

“It is hot, isn’t it…” Twilight was a little surprised at herself as that would have never been hot to her before, but she was enjoying being a monster too much to care about her thoughts and future deeds.

Twilight pushed Moondancer down on the shaft more, not stopping until her nose pressed up against Twilight’s belly, pulsating cock sliding deep into her tummy and depositing more slime there. She started long slow strokes as she dug her claws into Moondancer’s head, while Moondancer had begun to outright first the genital slit at the base of Twilight’s cock, the room filled with the absolutely grotesque sound of their affections.

Arching her back, Twilight groaned and expelled her first load from her new body. It felt far more amazing than any orgasm she’d ever had as she shot her sticky load down Moondancer’s throat, the girl slurping it down the best she could while still choking violently on Twilight’s dick. From the thick strands that overflowed and drooled from her mouth, it seemed to be a greenish semen rather than eggs like Ocellus might have.

“Mmm,” Twilight panted as she came down from her first climax, slowing her deep strokes before pulling Moondancer’s head free. “It seems I can produce normal cum to impregnate unsuspecting human females without just pushing eggs into them, or maybe I can inseminate another changeling’s eggs like that

“Only one way to find out,” Moondancer coughed a few more times then slurped up the remainder of the seed, taking a few attempts to force it down. “Please test your theory on me, impregnate me, make me your bride. We can have countless children and do whatever we want to or with them, just like the students at the school.”

Twilight wanted to see more of what the goo did, and having a ton of horny children wouldn’t hurt her chances of taking over, so she was happy to oblige the first of her many slaves. She shoved Moondancer onto her back, the girl’s breasts bouncing as she was pushed to the floor, then chittered happily as she moved atop her.

Pushing Moondancer’s legs apart, Twilight teasingly let her prehensile ovipositor slide over Moondancer’s wet pussy as the girl undulated her hips upwards needfully. Twilight collapsed her hands around Moondancer’s hips, pushing herself inside and shivering at the feeling of warm flesh slowly surrounding her new girl-dick. She shivered even more when she felt Moondancer’s hymen slowly stretch and then break around her tip as she drove it deeper.

Moondancer arched her back and moaned, so Twilight moved one hand to her head and guided it to her breast, where Moondancer began to slurp happily at the goo secreting from her nipple once again. She mm-ed between deep slurps, moving a hand to squeeze the breast while she nursed, her other hand spreading the slime all over her body.

As Moondancer wrapped her legs around her, Twilight pushed fully inside, gently going balls deep with each thrust, bodies slapping together as a mixture of pussy juice and slime drooled down their thighs. The tapered tip seemed to have a mind of its own as it pried open the inner entrance, pulling open her cervix then sliding deeper still to invade her womb. The whole time Moondancer rolled her hips in response, not seeming to have any discomfort despite the deep fucking. Twilight wondered if the slime was having a drug-like effect on her as well.

Moondancer had started to change from exposure to the goo, bits of chitin now covering her face as her former skin peeled back like worn paint. Mandibles were sliding free from her face and down her sides as her flesh continued to break apart and change slowly. Twilight growled and increased her motions to drill into her, the whole time feeling Moondancer’s lips nursing eagerly, now squeezing the breasts with both hands as she moved her mouth from one to the other.

The sight made Twilight hungry as well, but she didn’t feel like it was for milk or slime. It took her a few minutes to realize it was for blood, and she pulled Moondancer’s head back to gain access to her throat. Moondancer whimpered at first, but moaned again when Twilight brought her fangs to the front of her prey’s neck, pulling a chunk of flesh into her maw before biting down.

“I’ll drain you dry and make you my undead slave,” Twilight drooled along her neck and then bit down, sinking her awkwardly placed fangs into the neck but managing to hit her vital source of life blood. She began to drink greedily as she continued to buck her hips, holding off her orgasm as she wanted to feel what it felt like for Moondancer to die around her pulsating cock.

“Yes, I’m yours to fuck and kill and whatever else you want, I’ll be a corpse toy as long as it’s you using my body,” Moondancer was so out of it that she didn’t quite perceive that she’d be becoming undead instead of just dying, but the effects of the slime had made her absolutely loyal to her new mistress. She pressed her neck against Twilight’s maw, groaning as she felt dizziness wash over her from the loss of blood.

“I’ll do better than just kill you,” Twilight groaned. “You’re mine forever.”

As Moondancer’s body began to spasm from lack of blood, Twilight extended her tongue onto the wound she’d ripped into her neck, wriggling it up through her throat. She kissed deeply, winding her long tongue all the way up to Moondancer’s mouth to play it against her tongue as it convulsed in her mouth. Moondancer rolled her eyes back and began her death throes.

Getting used to her new powers, Twilight shifted her body so that a second ovipositor split off from the first. As the first continued to pummel Moondancer’s spasming baby maker, the second slipped free and pushed into her asshole as well. Twilight groaned, her body shivering against Moondancer’s as she got to feel the death spasms of her victim inside and out. She clenched her teeth, holding in her orgasm, not wanting to shoot off until Moondancer’s body was completely transformed.

It didn’t take long. Moondancer only ceased her movements for a few moment before her body shook back to awareness and began to change more rapidly than before. Her body began to bulge out, larger than Twilight’s had, with a huge insectoid abdomen and greenish transparent skin stretched tightly over it. Twilight assumed it was meant to hold a huge amount of eggs, so would be perfect for her purposes, and she was ever so eager to try it out.

“More, fill me with eggs!” Moondancer dug her claws into Twilight’s shoulders as her throat healed and she moved to kiss her in a more conventional manner, wrapping their long tongues together and dancing back and forth between their fanged mouths.

Twilight doubled her efforts, belly-deep in both Moondancer’s pussy and ass as she pounded her. As she pushed one shaft up into her womb, she could feel dozens of tiny balls as if she came already filled with eggs ripe for fertilization, and Twilight had every intention of doing so. She blasted her seed into her, hosing down the eggs and filling up her womb to the brim, stretching out her already large gut with her fluid as Moondancer sloshed about.

As her one cock drenched the eggs, the other hosed down Moondancer’s intestines with the same thick greenish goo, contributing to the load until her body was grotesquely swollen. Moondancer clenched her holes as Twilight finally withdrew, but a great deal still escaped onto the floor of the lab, spreading out into a huge puddle as it drenched every corner of the room.

Twilight dropped the panting Moondancer onto the wet floor like the fuck trash she was, instead moving to save the book that Ocellus had tossed through the portal after her before it got too drenched.

“Perfect,” Twilight said as the twin ovipositors still hung loosely in front of her, semi-hard. “I have a huge list in my head of people I’ll turn into bride-minions, and it will only grow from there. Eventually this entire world will be my personal playhouse to perform whatever kinky experiments I please on whoever I please.”

She wasn’t particularly keen on taking over the world even, she just wanted to be in a position where no one could say no to any of her science experiments. As far as she was concerned, she’d delegate every other act of ruling to minions and concentrate on science herself. However, it seemed that the start of this grand plan might have to wait.

As she flipped through the book, she didn’t see Moondancer charging her again. She was tackled to the floor, landing on her back in the layer of stringy spunk all over the floor. The book flew from her grasp, and Twilight hoped it was magically waterproof because she heard a splash.

Twilight was going to complain or push her off, but all resistance disappeared as that slick pussy slipped down over both the ovipositors together. They wound around each other like a corkscrew, diving into the wet reaches and displacing the old spunk to push back into her womb to add more. Despite her new power, the lure of sex was so great that Twilight couldn’t really resist any offer of it. She wondered how Moondancer was showing this much dominance towards her mistress, but soon didn’t care as she sank her claws into Moondancer’s hips and began thrusting upwards into her.

“More! More of your lady cocks!” Moondancer drooled thick goo all over Twilight’s face. “Fuck me more so they’ll grow faster, then put more inside me! I want at least a few hundred of your offspring before you even get to look at another egg sack!”

“I don’t… know if it works that way…” Twilight groaned, starting to pound Moondancer atop her, watching her breasts bounce out of sync as her body moved up and down. “But I guess there’s only one way to find out!”

At least for now, she was happy to oblige her vampiric bride’s demands.