Vampling

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

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

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

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

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

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

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

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

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

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

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

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

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

Ocellus wanted to stay and watch the foal’s torment, but she was far too curious as to what kinky things were keeping Twilight in the lab all this time. Was she having an orgy? Torturing foals? Engaging in lewd hoof-holding?

Making herself invisible, Ocellus sank into a shadowy form and passed under the doorway as she had many times before, taking a look around the room.

It was a typical lab for Twilight, with beakers and potions and lab tools of all kinds lined up on shelves and counters in a carefully organized mess. The smell of chemicals was thick, enough to overpower the beautiful stench from outside. One oddity was a large mirror with cables attached to it from all directions with a swirling mist inside. Some kind of portal? Its energy reminded Ocellus of the portal that the other-worldly Luna had traveled here through, though she was certain it didn’t lead to the same world. The energy from Luna’s portal had felt lustful and this one just felt boring.

However, that was the only remotely interesting thing. Ocellus’s disappointment was immeasurable to find Twilight doing nothing lewd at all, but only carefully measuring ingredients that she was putting into a potion. If that wasn’t boring enough, there was another glasses-wearing unicorn version of her, Ocellus assumed from the portal, who was reading out the ingredients nearby with a slightly annoyed look on her face.

Ocellus had underestimated how dull Twilight was. She probably should have known better than to think anything interesting had been happening in here. No, Twilight had spent the whole time cluelessly doing science stuff with an other-worldly version of herself as her entire school was systematically raped and murdered.

“What’s the next ingredient, Sci-Twi,” Twilight referred to the other her as.

This ‘Sci-Twi’ sighed a bit at the nickname but read off the next ingredient. “40 milliliters of cousas aburridas.”

Ocellus was stunned, not to mention severely offended. Twilight had used such a powerful spell to keep things quiet for her while she did boring science? Not only that, but she created a portal to another world not to conquer or fuck the inhabitants, but just to chat and work with her mirror self on some lame science stuff. Such obscenity made the changeling sick to her stomach.

“What’s that in milliclops?” Twilight asked as she found the ingredient.

Sci-Twi stared for a few long seconds. “Your measurements here… do they have to… nevermind,” she said. “Around… 60.53 I think. Can we do the experiment I wanted to do after this? It’s unfair if you get to pick all the topics for our research you know.”

“What you wanted to do isn’t even science,” Twilight sounded agitated. “Really now, we’re both better than that. I swear sometimes I think you’re more like Spike than me.”

“Why can’t you loosen up a bit like your friends?” Sci-Twi pointed at a nearby supply closet for some reason. Ocellus arched an eyebrow as she swore she heard some thumping from within said closet.

“I told them to stop it!” Twilight shook her head. “But for some reason they think they have to do it in every single room in this building, it’s infuriating trying to keep them from it. They better not break anything in there.”

Hm, Ocellus was curious about who was in the closet, but could guess given what she knew about Twilight’s normal company and whose souls she hadn’t gotten to absorb yet. Still, she let them bang around in there all they wanted for now; she was more interested in the Twilights for now and would get the others whenever they staggered out.

Since those two were arguing more than they were paying attention to the door, Ocellus opened it to have a look outside. It seemed she opened it just in time to see Sweetie and Silver cream loads in Dinky from every direction, the filly’s body bloating up as every entry was filled, gut stretching to grotesque proportions before exploding into a beautiful mix of gore and thick brown cum. The little one thrashed violently as she went into her death throes, more gunk pouring out of her guts as they continued to cream into her.

Ocellus mmmed at the sight, not to mention the energy of Dinky’s spent soul making its way to her. It was a drop in the bucket compared to all the energy she had taken in, but there would always be something delightful about raping the life from an innocent child.

She looked at the three colts that were being forced to watch. She pulled their little body control strings, making them walk into the lab after her. The whole time, the occupants of the lab didn’t notice, the stench of shit and death not having yet overpowered the chemical stench inside.

“Urgh…” Sci-Twi groaned, walking towards the portal. “You know what? I need to take a walk or something before I continue any of this.”

“Okay, but be fast, we need to…” Twilight started to say, rather clueless of her other self’s mood, but didn’t get to finish before Sci-Twi had disappeared through the portal.

As Sci-Twi disappeared, there was no better time for Ocellus to announce her presence. She took no chances with Twilight though, sending a beam of intense energy from her own horn to strike the alicorn’s. Before Twilight could even get a grunt out, the energy split through her own horn, bursting it into shards and leaving a bleeding stump on Twilight’s head.

Twilight screeched at the sudden trauma, staggering back as shards of her own horn embedded themselves into her head and face. She staggered, her vision swimming as the agony pushed through her. Unicorn horns were extremely sensitive, even thumping one lightly was enough to interrupt most spell-casting, so actually shattering one was the most intense agony any pony could suffer without powerful magic enhancement. She wouldn’t be in any shape to resist for hours at least.

“Time to get your priorities straight, Twilight,” Ocellus grinned sadistically, flying up to the alicorn and licking at the bloody horn stump as Twilight slumped on the ground. “Locking yourself up to do something this normal is offensive.”

“Ocellus?” Twilight’s eyes derped about as she tried to get her bearings. “How? Why?”

“Oh?” Ocellus laughed. “You didn’t realize I’ve been murdering everyone in the school while you were locked up in here doing ‘science’? What an awful headmistress. Well it’s too late to stop me now, all your friends and students are dead… well save for these few.”

With that, Ocellus turned towards the three colts, pointing them at Twilight’s collapsed form. Ocellus cast an arousal spell on the colts at the same time, making their little shafts bulge from their sheaths and then slowly grow to sizes that would be overly-large even on an adult. It actually looked a bit humorous as they staggered towards Twilight with their fifth legs dragging the floor beneath them.

“I can’t… they’re only colts…” Twilight groaned, her broken horn sparking as she struggled unsuccessfully to get up.

“Oh don’t even pretend like you haven’t fucked Spike at least,” Ocellus rolled her eyes.

“Only as a reward for saving me a few times,” Twilight defended.

“A better headmistress wouldn’t need to get saved by kids,” Ocellus scoffed. “Kids would need to be saved from her.”

To keep Twilight from wriggling too much for the small colts to handle her, Ocellus used a beam from her horn to meld Twilight’s hooves in place on the floor where she had collapsed. By the time they had fully melded, Button was wriggling to a position underneath Twilight, slurping at her breasts as he pushed his shaft into place. He looked dizzy from blood loss just from having to keep the magically large dick hard, but managed to push it between Twilight’s underused labia to push her open and press inside.

“Wow, you’re tighter than Mom,” Button squeaked from beneath Twilight as she collapsed against him.

Meanwhile Pipsqueak predictably went for her behind, probably the same place he favored when with his favorite princess. He looked silly trying to keep balance on the wavering rump, little legs kicking behind him, but managed to stuff his pulsating meat into the tight anal ring. Twilight groaned as her second hole was opened, possibly for the first time as boring as she was.

Featherweight didn’t seem to mind getting the leftovers. As Twilight groaned from the dicks in her pussy and ass, she found Feather’s shaft pushed between her lips, thickness dragging across her teeth then pressing to the back of her throat. She gagged violently as he choked her on his dick in disgust, and the alicorn could do nothing to defend herself due to her intense agony.

Sweetie and Silver tottered in to watch, a somewhat-confused newly-undead Dinky now with them. Silver was bulging with eggs again now that they’d separated properly, and must have decided she would do the same to Sweetie, as she shaped herself a shaft that Ocellus could sense would be fully fertile. Pulled up to her haunches with Silver, Sweetie faced her as she allowed the shaft to sink into her, bucking their hips together in smooth gentle motions.

Dinky was a bit dizzy and collided with them when they stopped. When she realized what they were doing, she crawled up onto Sweetie’s other side and pushed into her behind. Once both shafts were pushing in together, Sweetie’s body swelled with each stroke inside her, moving to kiss Silver passionately before turning her head fully around to do the same with Dinky.

“Well I’m back,” Sci-Twi said as she came cluelessly back through the portal, still sounding a bit perturbed. She then froze at what she saw. Twilight with her horn shattered was still getting triple-fucked by big-dicked colts while three shit-slime foals were having a threesome and watching. She stared for a moment to try to process it.

Sci-Twi didn’t even see Ocellus until the changeling moved up behind her. Ocellus grasped her front legs with tentacles to tug them behind her back, pulling her up onto her hind legs and letting her own shaft throb against her behind. She didn’t inject any venom, wanting to make Sci-Twi’s transformation slow and painful as punishment for being almost as boring as Twilight.

Ocellus pulled the stunned Sci-Twi back towards her, pressing her back against her as she pushed her ovipositor into her soft pussy, finding it far wetter than she anticipated. In fact it was drooling down her shaft and thighs from the merest touch, and Sci-Twi actually pushed her hips back against the changeling as she penetrated her. Even when Ocellus formed another tentacle for the girl’s asshole, Sci-Twi still pushed her hips back into it as her rectum was filled full of pulsating rod.

Sci-Twi groaned as she felt more tentacles slide around her, reaching eagerly for one near her muzzle and slurping it down. Even though she gagged from the inexperience, she did her best to swallow it. It wasn’t just from what was happening to her either, as her eyes were locked on Twilight getting triple fucked with wide-eyed arousal; Sci-Twi clearly wasn’t the boring girl that Ocellus had assumed.

“What is going on…” Sci-Twi arched her back and squirmed within the mass of tentacles as her holes were filled, speaking between thrusts into her throat.

“I’m overrunning this boring school,” Ocellus explained. “And turning everyone into sex-crazed monsters. Though I’m giving Twilight a bit of a humbling first. At first I thought you were as boring as her, but it seems like maybe you aren’t.”

The colts continued to have a blast with and in their headmistress. Button began to gnaw at one of her breasts, salivating all over it as he slurped and continued to hammer at her unwilling pussy. He rolled his eyes back and arched as he pushed through her cervix and up into her womb, blasting a load of thick spunk as he did so. His body shook violently as he painted her insides white and continued to pack his seed into her.

Pipsqueak had his little hips buzzing like a rabbit as he rapidly impaled her ass, squirming to keep his balance atop her convulsing rear in the process. He grasped at her tail, biting down on it to keep from falling, and shivered as he emptied his balls into her uptight tailhole. It was the first load of sperm to ever grace the inside of the uptight alicorn’s rectum, but certainly wouldn’t be the last now.

Featherweight flapped his wings excitedly to keep pace with her head as she swayed it back and forth in an attempt to extract him from her gagging throat. He clung to her ears with his forelegs and mane with his teeth to hold himself steady, kicking excitedly as he bucked his hips. A look of disgust graced Twilight’s face as she got a third load of sperm gushing down her throat, which she tried to refuse to swallow. That just made sure she got a better taste as more of it washed up into her muzzle and drooled down her face.

Sweetie was mainly enjoying seeing Ocellus do her thing to the last living creatures in the school. Of course she was also enjoying getting her hot little bottom pounded back and forth by Dinky and Silver, pushing together with a series of wet slurping noises as their liquified bodies undulated at the motion.

Silver was shaking the most as, together with Sweetie, their bodies formed slimy eggs between them that were then implanted into Sweetie’s body. They filled her womb, expanding her body out with their rounded shapes until she was as bloated as Silver was. Sweetie let out a high pitched groan as she was mated passionately, taking a load of spunk from behind as well as Dinky began to really lay into her.

“Gods they’re all cumming, this is so hot,” Sci-Twi groaned as she writhed her body back against Ocellus. She rolled her hips lustfully into the tentacles that impaled her pussy and ass, taking them eagerly to their limits. Her cervix was pushed through easily, “Please let me perform the self-cest experiment I wanted on Twilight, it’s the only reason I agreed to come here but she just kept wanting to do other things! She said self-cest wasn’t science!”

“Mm, how absurd of her,” Ocellus purred at Sci-Twi. “If you were a vampire like me, you’d take what you wanted when you wanted. Every mare, stallion, and foal would be your fuck toys, or rape toys if they were unwilling, because only the monster’s pleasure matters.”

Sci-Twi’s pussy glowed as the tentacle inside pushed free. She arched her back as her eyes widened in pain when her pussy began to reshape, turning inside out and flopping her ovaries out to form into a ball sack beneath her new shaft. Despite the pain, she reached to stroke the hardening red with one hand as she reached for Twilight with the other. “Mmph… maybe it’ll be even more fun with her unwilling.”

“Oh it will be,” Ocellus kept her grip on Sci-Twi, but dragged Twilight back towards them rear-first. She shook the alicorn violently for a moment to shake the colts off her, then pushed her drooling behind against Sci-Twi’s front, letting her new dick flop between Twilight’s ass cheeks where it throbbed in readiness.

Twilight sobbed bitterly as Sci-Twi pushed her cock into her pussy, the previous load of cum squishing out around the shaft and drooling down the balls as she pushed deep inside. As her tip entered Twilight’s womb, Sci-Twi rolled her eyes back, clenching her asshole against the tentacle still impaling her, and swallowing around the tentacle in her throat to take it down deeper.

The colts, still drenched with the lust spell, weren’t going to just stop participating though. With her rear entries blocked by Sci-Twi, Button and Pipsqueak went for her breasts, seeming beyond reason as they lay on their back beneath her and attempted to shove their peckers into her nipples. Ocellus took pity on their creativity, using her telekinesis to pierce Twilight’s breasts for them, stretching out her nipples until the two shafts sank inside. Twilight screeched as they pushed into the spongy flesh, sinking deep thanks to Ocellus’s magic.

Featherweight tried to go for her muzzle again, but Ocellus decided that he should get a unique hole as well. She pulled open Twilight’s nostrils, skin stretching until it snapped in the middle to make both nostrils into one larger hole. This is where she guided Feather’s shaft, causing him to push upwards into her skull and directly into the smart pony’s head. Twilight rolled her eyes back as a shaft was pushed through the gap in the middle of her brain.

“What am I doing?” Sci-Twi gargled around the tentacle as she really thought about the situation. She might have been willingly going along, but her body was blushing from head to hoof, seemingly humiliated by giving in so easily to something like this. She actually tried to slow down her thrusting, but her hips were pushed forward by Ocellus’s own thrusting still, sinking into Twilight’s hot nerd pussy over and over as the alicorn squirmed beneath them.

“Don’t even pretend not to love it,” Ocellus told her. “There’s no backing out now, you’ve already agreed to help me. Besides, I can tell you’re into it, I don’t even have to threaten or possess you, you’re hyper aroused by what’s happening on your own.”

Indeed, Sci-Twi was near cumming, but Ocellus squeezed her balls tightly to drive her back from the edge. The unicorn grunted at the squeeze, then immediately began to approach the edge again as soon as it was released. It was outright impressive how much squeezing Ocellus had to do to keep her from cumming without using magic.

“So should we pile onto her too oooor…” Sweetie started to wonder now that Silver was done returning the favor with impregnation.

As if in reply to Sweetie’s question, the door to the noisy closet opened. A satisfied and smug Starlight strolled out, followed by Trixie giving her netherlips one last lick on the way out. Much like Sci-Twi when she walked in, they immediately stopped and stared when they realized what was happening.

“Trixie did not expect this when she told Twilight to stop being a tightwad,” Trixie observed, seeming mostly unperturbed. “It’s a bit extreme, but at least you loosened up.”

Starlight was slightly more wise to what was happening, and her horn glowed to run a scan of the outside area. Now that Twilight’s barrier was down, she was easily able to determine that the number of living creatures in the school outside was zero, yet there were a lot of things moving around it still, mostly in piles of undulating flesh as they all went at it.

“Wow that’s… well I guess I expected to die horribly at some point for all the shit I pulled…” Starlight blinked. “I just didn’t expect everyone else to go with me. I can go with that I guess.”

“Why don’t the three of you take care of those two, I want to concentrate on the Twilights.” Ocellus said to Sweetie.

Trixie and Starlight seemed on the edge of accepting their fate already, so it only took a little mental push by Ocellus to keep them in it. Sweetie, Silver, and Dinky merged together into one mass similar to before, sliming across the room and coalescing around the two unicorns’ hooves. The two only moaned at the slimy texture as it moved up their legs and over their bodies, lapping up the pussy juice that already covered the two amorous lesbians.

The two were encompassed quickly, the stinking gel spreading over their bodies and forming tendrils to push into their every orifice. Trixie squealed at first, her pussy and ass drooling out sperm when they were invaded as if Starlight had enjoyed a gender-shifting spell on her when in the closet. Before she can yammer on about what an amazing victim she was, Trixie was choked on another tendril.

Starlight pulled herself closer to Trixie in the mass, close enough that the same tendril was able to branch into two to impale both their pussies. She ground her hips against Trixie’s, tweaking their clits together and scissoring even as her own pussy and ass were impaled by the stench of the tentacles. She moved in for a kiss as well, letting another tendril split to impale both their throats, making out with the other mare even as they were body trapped in the undulating mass that would end their mortal lives.

“S-Starlight h-help…” Twilight managed to spit out pointlessly as soon as she saw Starlight, only to watch her last hope giving fairly willingly to their corruption. She really should have known better than for Starlight to not join ultimate evil given a certain chance of that side winning. All Twilight could do was sob more and vomit blood as her nostrils were invaded, thoughts fading as the higher centers of her brain were pushed into and slowly torn out piece by piece.

Sci-Twi must have really been wanting a go at Twilight, because she lasted a very short time inside her. She was barely a few thrusts in before she was blasting her womb full of thick strings of seed, pumping her ovaries full. Twilight’s gut swelled, though it was hard to tell with the two cocks still impaled inside her nipples, also giving her a grotesque swell through two wounds in her gut. Twilight’s body finally went limp as she seemed to completely give in, just letting herself be tossed about by her pile of tormentors.

“Being such a slut and I didn’t even possess you,” Ocellus marveled at Sci-Twi. “I wonder what you’d do if I let you and Twilight go because of your cooperation.” She continued to impale her from behind, more casually than before as she simply enjoyed dragging things out.

“Don’t… do that…” Sci-Twi managed between shoves of the tentacle in her throat. “Turn us… into… something better… I want to be a sex monster, everyone here should be turned into one.”

“You really think they deserve that?” Ocellus laughed.

“No, but that’s what makes it hot,” Sci-Twi groaned. She was continuing to push another load of cum into Twilight, seeming unable to stop herself from continuing her climax. “Please, turn me into a vampire… and turn that bitch Twilight into a mindless succubus or something, if she’s going to use her big brain for such boring things she doesn’t need one at all.”

“Hm, maybe both,” Ocellus pondered turning her and releasing her into her own world. She didn’t particularly care to invade another yet anyway, and when she did she was sure there would be an infinite number up for grabs.

Meanwhile the mass of shit-foals was going above and beyond to impale Starlight and Trixie in every way they could. As the lovers embraced and made out passionately, they felt more slivers of slime push into their body. It wasn’t just into their ears or nose, but they just outright stabbed into their flesh, covering them with dozens of tight little wounds to fuck until their bodies were spewing out a mist of blood and bloating with the size of innumerable shafts pushing into their flesh.

Starlight’s body shivered in agony, but accepted her well-deserved fate with little resistance. The only squirming she did was to turn herself over within the mass, bringing her face to Trixie’s nethers instead of her mouth. She pushed her face though the slime impaling Trixie’s well-stretched cunt, pushing her muzzle into the gaping opening instead and attempting to shove her entire face in. Body softened by the magic they bathed in, she found herself able to push her entire head in, the overstretched labia sliding over her face before snapping around her neck. She ran her tongue out, lapping at Trixie’s cervix before pushing her face through it as well.

Trixie let out a gurgled squeal when Starlight seemed to literally try to push inside her. Not to be outdone, Trixie spread apart Starlight’s hind legs and pushed her own muzzle against Starlight’s stretched hole. The tendril in her throat had joined with the one in her ass by now, so the whole thing kept thrusting through her even as her head pushed into Starlight’s womb instead. Determined to go on step further, Trixie tried to shove one of her front legs in as well, crushed up against her slimy head, seeming to try to literally crawl up inside her.

“Like two snakes eating each other’s tail… kinda the opposite I guess…” Ocellus mused at their antics, then turned back to the Twilights.

Twilight’s healing factor was keeping her mostly uninjured, aside from being unable to fix her horn, more as a curse than a blessing. Every time the shafts would shove into her torn breasts, it would rip her open inside anew, only to stitch back together as they withdrew. As Button and Pipsqueak both squealed in bliss, her breasts bulged from their heavy loads, swelling like balloons before bursting into bits of flesh, only to immediately stitch themselves back together.

It wasn’t much different with her head. Though her brain itself was taking damage, her nostrils kept pulling themselves back together. Feather wouldn’t have been able to continue had it not been for his magically enchanted cock being able to tear open her head with each thrust, cracking through shattered bone. Soon a load of seed was pumped into her head as well, compressing around her brain and leaking out her ears as coherent thought began to become more difficult for her. Twilight ceased to recognize where or who she was, only able to know that she was currently in rabid torment.

“This is so amazing!” Sci-Twi moaned, feeling her shaft swell inside Twilight’s womb as well, expelling thick strands of seed into her gut and swelling her up. “What are you now? Princess of Cum, it’s all you’re good for with your mind fucked out! You should be thankful you’ll be so useful to the Mistress!” Somehow knowing she was now the smarter of the two made Sci-Twi cream harder, spunk spilling out around her sack as Twilight’s pussy overflowed.

“That’s it, enjoy your sweet victory and then die,” Ocellus groaned, biting down into Sci-Twi’s neck, making the girl groan and arch her back as the poison coursed through her. She continued to ram Sci-Twi’s ass and throat with her tentacle dicks, then exploded into her from either end, almost like she was replacing her blood with spunk.

Sci-Twi’s soul was so ready for her new undead life that Ocellus could have sworn it swam into the rest of her energy pool, her body shaking violently in her death throes as it did. The cum pumping into Sci-Twi filled up her gut until it finally burst from her belly, a flood of spunk and organs flowing over Twilight in front of her and slopping to the floor. The drinking and murder was so quick that she hadn’t started to change yet, but wouldn’t be dead for long.

Pulling herself free from Sci-Twi and likewise Sci-Twi from Twilight, Ocellus looked towards the portal that the girl had come from. She smirked, tossing the still re-animating corpse through the portal like used up trash, allowing her to wake up as a vampire on the other side. Using a quick duplication spell on her book, she pulled out another copy and tossed it through the portal after her before a beam of her energy shattered the portal’s vital components and shut it down.

“Have fun with… whatever it is you do in that world,” Ocellus smirked and then turned back to her other toys. “You have all you need to have a blast at everyone else’s expense.”

Within the mass of slime, Starlight and Trixie’s bodies were still simmering, skin coming loose from their bodies and floating out into the mess, but they were far too busy trying to crawl into each other to notice.

Starlight used her magic to pull Trixie’s legs apart hard, not stopping until her pelvis split down the middle and snapped apart. Trixie’s body spasmed violently, but Starlight was able to shove herself further inside, bloating out the body with her own as if she were trying to put Trixie on like a shirt. She groaned at the feel of pulsing organs all around her, the slime that soaked into Trixie now from inside and out keeping the mare animate despite the massive trauma.

Trixie didn’t have Starlight’s powerful telekinesis, but she was no less determined as she reached both front legs into Starlight’s overstretched hole. As Starlight’s insides came apart, Trixie grasped whatever she could get a hold of inside, with teeth or hooves, and began shoveling her organs out to make more space for herself. It was agonizing for both of them, but the most they boiled in the pungent slime the more they loved it.

At this point the two were both doubled over until their entire upper halves were embedded within the other, finally reaching a point where they couldn’t go any further. That didn’t keep them from trying, and from somehow still managing to cream all over each other’s upper half, sending a burst of white into the red-tinted brown gel they were trapped inside. Soon their bodies came to a stop, then began to tear apart to dissolve completely in the foalish mass of slime.

Ocellus shivered at the feeling of their souls being funneled to her, but she was mostly curious now with Twilight’s regeneration ability. She used a tentacle to grasp each of Twilight’s limbs around the base, all four legs and two wings, and suddenly used all her might to twist at them. There was the sickening sound of splintering bone as they slowly twisted apart, then they came loose one at a time, dropped unceremoniously into a pile at Ocellus’s feet.

She was delighted to see the limbs grew back fairly fast. They weren’t even half way reformed though before Ocellus had grasped the new ones at the base as well and began wrenching them free. Continuing the method over and over, she began to make a pile of half-formed twitching limbs at her feet, watching as Twilight’s regeneration slowed slightly with each repetition, and eventually giving her a bit of an energy charge to keep her going. She just loved seeing that torso writhe helplessly as she was ripped apart again and again.

The three colts stayed out of the way of Ocellus’s fun, instead all moving to Twilight’s head now. Grasping blades from Twilight’s lab equipment, this time they each stabbed into her neck, opening up her throat as she continued to convulse in unending torment.

They all three pushed their cocks into the wounds in her neck, squealing happily as the throbbing lengths came together inside her neck and all moved upwards to her muzzle. As she hyperventilated through the holes in her neck, Twilight’s muzzle was forced open wide before all three heads exited her muzzle, her eyes widening as yet another weird torment was added to her suffering.

“It’s only fitting that your demise should take the most steps,” Ocellus chuckled. “You always did have a bit of a complication fetish.”

Sweetie, Silver, and Dinky had all three allowed what remained of Trixie and Starlight to squish out onto the floor as their bodies fully dissolved into sticky shit. The pile they’d been reduced to shivered before starting to reform, but the amorous way they died must have affected them in ways unknown, because as they came back to life, they seemed unable to pull themselves apart from one another.

Now that this was a problem in either of their views. They reformed their body into the shape of a two headed unicorn, split down the middle with each of their features on one side, then two pussies side by side nestled between their legs. They immediately turned towards one another and kissed deeply, their tails shaping into tentacles as each one of them pushed into the opposite’s love hole and began plowing each other back and forth. It was a truly fitting form for them to be since they so adored being inside one another.

The three slime fillies seemed to take their leave at that point, squishing off into the main school looking for other types of monsters to share their time with. They left Trixie and Starlight to enjoy each others’ eternal company and Ocellus to finish off the last of the Element bearers. Ocellus decided to take Sci-Twi’s advice and turn Twilight into a mindless succubus, too horny to do anything other than fuck for the rest of her exhausting but pleasant existence. It would make up for all the boring time she spent not fucking when she could have been.

Becoming a succubus didn’t change Ocellus’s form much, simply morphing her wings into bat wings, while her single horn split into two on either side of her head. She slid up behind Twilight’s convulsing body, pushing a doubled shaft to her rear entry and plugging her well-raped pussy and asshole at once. She shivered as the hot flesh spread over her, running her tongue up Twilight’s back as she worked her way towards her neck. It’d been a long torment for Twilight, but it was time to end it and her life.

Ocellus couldn’t believe she was finally snuffing out the last of the Elements. Everything had gone even better than she could have imagined, and she couldn’t imagine any other creature in Equestria would be able to stop her. The other princesses were powerful, sure, but they were always needing to be saved by Twilight, who herself was no match for Ocellus now.

After a moment to take in the pleasant sight of the convulsing Twilight vomiting up the bloody colt shafts in a smooth sequence, Ocellus dug her fangs into the back of Twilight’s neck, pulling almost half of it into her muzzle before drawing blood. She gulped deeply, draining Twilight’s body and soul as quickly as she could while still pumping her pussy and tailhole from behind.

As she began to tear out parts of Twilight’s soul, she found it to be the most scrumptious she’d had so far. It had a touch of innocence, almost like a foal’s, but more importantly the power was greater than any she’d had so far. Had she met Twilight before consuming several of her friends, it would have been too big for Ocellus to take in, but now it was no problem at all. She wondered if Twilight’s last coherent thought was regret that she’d looked away from her school just long enough for Ocellus’s plan to work perfectly.

Ocellus drained every drop like an ethereal vacuum, then groaned as Twilight’s soulless body went through its death throes. As it spasmed around her cocks, Ocellus pumped her full of thick strands of seed, overflowing her far more than the colts had previously. Twilight’s gut swelled from the load ballooning up her ovaries and intestines, even as her body worked deep into its transformation.

When Twilight came back to life, it seemed that the first thing she experienced was a literal hunger for the cocks in her muzzle. As her magic returned to her new twin horns, she grasped the three colts in her telekinesis, holding their bodies so that they were all balls deep in her neck with their dicks sticking out of her muzzle.

She then bit down, chewing at the flesh. She was careful not to sever it completely, wanting them to feel the sting, but began to gnaw their shafts back into her mouth, slicing into the flesh again and again with her new sharp teeth until she worked it into a mulch of gorey flesh. The colts were screaming out, but unable to pull themselves away from Twilight’s energy.

Ocellus pulled back, leaving her to it to see what she’d do. After she had gnawed their dicks away and swallowed the sweet flesh, it left all three dickless colts to fall back onto the floor, bleeding out from their groins as they squirmed about. Twilight looked down at them, licking her lips.

“Fuck… must fuck… “ Twilight had a truly one track mind now, her horn lighting up again as her body sprouted a heavy cock between her hind legs, throbbing at the site of the three underage colts squirming at her hooves. “All at once… all fuck…”

“Have a blast,” Ocellus encouraged her. “Fuck their little bodies to death and turn them into your personal incubi minions. Maybe if you’re lucky I’ll let you help when I get to Celestia and Luna as well.”

Trixie and Starlight were still watching, but were mostly distracted with one another. They continued to make out hotly, still keeping one eye each on the action a few feet away with the dying colts. Their tails had shaped into throbbing cocks, still plugging one another’s pussy and violently thrusting. They were both creaming themselves repeatedly, brown juice splashing out onto the floor behind them before slowly creeping across the floor to rejoin their bodies. From the looks of it, they would be distracted by this for some time, maybe indefinitely.

As Twilight finished her change, her limbs had completely regenerated, including an expansive pair of bat wings to replace her old ones. While she still had hooves, they seemed able to open up and form claws, with which she immediately grabbed for the colts. Deciding to give her a bit of fun, Ocellus chose now to cancel her spell on the little colts, which brought them back to their senses and into a screaming fit.

Button was already in Twilight’s grasp, but the others ran away towards the door. Acting swiftly, Twilight swooped down to them, grabbing Feather and Rumble in her hind claws to hold them steady as they wriggled. She then brought the squealing Button to her new massive reptilian cock, pushing against his tight little behind and groaning as his tailhole parted for her.

Taking them one at a time was far too boring, so Twilight intended to take all of them at once. Rather than sprout extra tentacles like Ocellus might, she just kept pushing through Button, slamming the back of his rectum before forcing her way through the wall and up into his gut. His body bloated as he started to gag violently, the swell moving up to his neck before he vomited a load of blood. Finally the gorey tip of her cock protruded from his muzzle as he convulsed, fully impaled on her cock.

She pushed Button down towards the base, grasping Feather next and putting the bloody tip to his rear. He screeched, seeing what happened to the twitching Button and definitely not liking where it was going for him. There was nothing the mortal foal could do but feel the massive girth of the adult cock pressing up from below, his thinner hips creaking before splitting in two, sending his wings into a frenzy as he desperately tried to escape. It wasn’t long before he was vomiting up her shaft as well.

Rumble didn’t struggle as much, if only because he was completely shocked and confused at what was going on. He could only stare at his two impaled, barely conscious friends in abject horror before he felt her rod pressed against his own behind. He started to sob as his whole body trembled, then groaned in torment as his insides were pushed apart by the thick shaft. Even if she didn’t need to, she pushed her shaft all the way through again until he vomited up her tip, mashing him down against the other boys.

“Yes that’s it, all the holes at once!” Groaning, Twilight began to move all three of them up and down at once over her lengthened shaft, pulsating lustfully with each stroke as she watched the tiny lives twitching to a stop on her murder stick. “Oh thank you Mistress!”

Ocellus chuckled as she idly stroked herself and watched. “Nice to see you’ve stopped being stupid. How could you have been running a school for this long and not realized how amazing murdering foals for your own sexual pleasure would be?” She leaned forward, cupping her muzzle over the tip of Twilight’s shaft, tasting the sweet combination of colt blood on her and slurping it off.

“Yes, murder!” Twilight screamed excitedly, tearing up their little organs inside with the friction of her increasingly violent fucking.

As she sucked off Twilight, she drained all three of their sweet little souls through the shaft, pulling the energy up through her and draining their lives away. One by one their little bodies gave out, spasming in their death throes to wash over Twilight’s cock in delicious convulsions. Transforming rapidly then, they were all changed into their new incubi bodies before she even came through them.

Of course now they were squirming in pleasure at their own impalement. Finally Twilight blew her load through them, bodies swelling as the flood shot up through them and into Ocellus’s muzzle. Ocellus didn’t swallow any of it, simply opening her maw and letting it rain down on the three newly minted incubi, their little tongues whipping out to try to taste what they could.

It was finally done. Every last living creature in the school, including the only ones that could have stopped her, were dead, transformed into hyper-loyal undead minions for her to order as she pleased. Not only that, they were whipped into a frenzy from a lack of victims, and would definitely swarm both Ponyville and Everfree with incredible vigor once the forcefield was released. She’d have a huge chunk of Equestria under her belt before the other royalty even noticed.

Life was good.