Vampling

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.