Vampling

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.