Vampling

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.”