Vampling

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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