Rubber Ascension

With a bright flash, everyone reappeared within a large castle, the walls, the ceiling, the floor, everything was black, and the sky was still night. Fluttershy and the other two found themselves in a ruined throne room.

"Where are we!?" Button said in a panic.

Fluttershy looked around, noticing she had been here years ago.

Fluttershy turned to the boys, answering the question of where they were. "We're in the old castle of the two sisters, the former home of-"

"Of Celestia and Luna." answered a female voice.

The three quickly turned around, looking toward the throne, seeing the shadowy figure that gave them all those condoms. They asked who were they, which made the figure laugh as it dispelled its shadowy surface from their body.

"What?" Spike whispered, confused and shocked.

Button had no idea who was before them, but he could tell she was powerful. "Wait, there's more-"

Fluttershy interrupted him as her face was full of shock, like the others. "An Alicorn?"

Sitting on the old dusty throne, sat a magenta-purple Alicorn with a long silver-white mane with cyan-green streaks in it. She's wearing a glowing cyan-flaming long dress. She narrowed her deep dark ocean color eyes at them, smiling all evil-like.

"Yes, I'm an Alicorn. My name is Opaline Arcana and I see the surface world has never heard of the Alicorn city, Skyros before it seems." she stood, revealing her massive breasts as they bounced as she walked down the steps of the throne. "Of course, Celestia and her stupid sister made sure to make you all believe that Alicorns are created, not born. To keep our mighty, dying race from growing in power."

She was in front of them, her eyes staring deeply at them. She could feel the strong curse magic within their bodies that she gave them. Furthermore, she couldn't be happier to see the cursed Alicorns that she created.

"The Alicorns might be long gone, but I'll bring them back with the help of you three! By doing what Celestia had lied, about the Alicorns are created."

Spike gulped as he tried to act brave. "What do you mean? Why would we hel-" but he couldn't finish as his nose caught something in the air.

Fluttershy and Button also caught wind of the musky smell. The three took in a deep breath, enjoying the smell, their bodies felt warm and tingly. They could feel their penises started to grow, standing proud before Opaline.

Opaline smirked as she happily teased with each cock, making them grow. "I know you three have been having lots of fun lately with your gifts from me. And, I'm happy that you've grown and enjoyed these changes in your lives."

The three didn't care about what she was saying, as they were too busy enjoying the feeling of her touching their penises with her hands and magic. Opaline kept playing with their dicks, teasing the tips of their penis and balls, and the three didn't know if their cocks could get any harder, but their minds were telling them yes.

She could see their faces and smiled, knowing that they were hers.

"Good, the last part of my plan is about to begin, and you three will be the start of the new Alicorn race." she kept playing with their cocks. Felt them twitching within her palms. "And why not start by helping a dear friend~."

Opaline turned to the large doorway, making the three turn to it, seeing there was a crack open. A purple penis head was poking out, twitching as someone was stroking it. Seeing someone jerking off in their shameful act made the three cum, shooting their musky jizz onto Opaline's flaming dress. The semen vaporize into nothing as the three were panting, feeling weak, and their penis was shrinking.

Opaline kept her stare at the door, seeing the guest she brought here, cumming as well. She pulled her hands away, feeling the stickiness of their semen, she smelled it and then licked it.

"Hmm~. Delicious."

She waved her hand, and the large door opened, revealing Starlight to them. Three was shocked to see her sporting a big fat, dripping wet, long cock. It was hard and twitching, and a long trail of her musky cum was dripping out as she quickly tried to hide with her nightgown.

"I want you three to help this little unicorn to become an Alicorn." she walked away from them. "To become like three. Why don't you three." she sat on the throne and snapped her fingers, dropping the sex toys that they created before them. She made the living rubber sex dolls of Celestia and Luna to carry a basket to them.

The three looked inside, seeing six colorful condom wrappers.

"Go ahead, teach and show her what you learned" She leaned back, spreading her legs and pulling up her dress, revealing her massive penis that magically dropped out, along with her massive balls.

They realized where the musky smell was coming from. It filled their noses again, making them horny and being controlled by her.

"Go ahead, take the remaining ones and treat her to the same pleasure as you three had."

They looked back in the basket and then at each other. They nodded and took the condoms, making the basket vanish when it was empty, and turned to Starlight, who was trying to hide her penis with her nightgown. Starlight could see their perverted smiles as they walked over to her.
Opaline smiled as she watched them pin Starlight down as they started the jerk-off session. She then looked over to the sex dolls of Celestia and Luna, loving what they became.

"Seeing you two like this is wonderful. My revenge for you taking everything from me has been never so sweet, but I can make it sweeter." she snapped her fingers, summoning two balls of condoms filled with white and dark blue cum. She could see Celestia and Luna's faces forming within it. "Look at you two, going from powerful Alicorns into a ball of cums."

She made them look at the scene that was unfolding before them.

Starlight was being held down by Button and Spike, while Fluttershy sat between her legs, lifting the nightgown, letting her cock flop out revealing itself to them. Fluttershy ripped open all six condoms, and Starlight quickly smelled them all.

'This scent... it reminds me...'

Fluttershy could see Starlight's cock twitching wildly. "Oh?" she could smell the condoms and knew why Starlight was getting turned on. She placed all six over the tip of the cock. "I see, it reminds you of the students, huh?" she slowly lowered the condoms.

"It reminds you of those students, huh? Then picture them, picture them in your deep wanted fantasies, Starlight." Spike whispered into her ear.

The smell was getting to her, that she could not think about it. Also didn't help that Fluttershy started to stroke her off. Within her thoughts, Starlight could picture the most perverted thoughts. She was nude in the boy's changing room, stroking her cock as she watched Sandbar and Gallus getting naked as they were going to hit the showers. As the boys were gone, she stepped out and picked up the boy's musky and sweaty clothes, smelling their manly musk and taking in their sweat.

'Oh yes, their clothes smell wonderful.'

Starlight couldn't resist, and her mouth was salivating, her hands were grabbing Sandbar's underwear and shoving her face into it. The strong smell was overpowering her senses.

'Oh fuck, yes, so musky and strong!'

She started to sniff his underwear, breathing in the heavy sweat and musk, and her dick was twitching like crazy. She kept inhaling the strong manly smell, she didn't know why it was turning her on so much.

"Oh yeah, keep doing it, Starlight."

Starlight opened her eyes and saw Button and Spike wasn't holding her down anymore, letting her arms free. She realized that she was jerking off herself now, while Fluttershy was giggling at the sight.

"Keep going, Starlight," Fluttershy said, her hand was reaching down, stroking her cock.

Starlight closed her eyes again, continuing to jerk off, and her mind returned to the changing room. She could smell Gallus' clothing, his was strong, but not as strong as Sandbar's. She could see the young male was naked as he showered, his dick was small, but she didn't mind it. Not only that, but she wanted nothing more than the boys to do what the princesses did to Spike, shoving their asses and their sweaty balls into her face.

"Oh fuck! Oh god!" Starlight started to moan louder and louder, her body was sweating, her cock was throbbing, and she was jerking off faster. "Yes! Yes!"

Starlight came, her cock was shooting a large load, and the smelly white cum was pouring out. The thick musky cum was filling up the condoms in seconds it was about to burst. As she lay there, Opaline used her magic to make the condom float and transform them into the student six, but naked rubber sex dolls.

"It will be great to make you two watch as another subject of yours falls, but I want to have fun too," Opaline said to the cum forms of Celestia and Luna, who were unable to speak back. With her magic, she took them out of the condoms and transformed them into one massive onahole. She ordered the sex dolls of Celestia and Luna to shove the onahole into her massive dick, which made her moan.

Starlight laid on the floor, still stroking her penis, while her body was covered in sweat and her musky cum. The six rubber sex dolls gathered around her, she looked up as Spike explained to her that she could change these sex dolls' shape into whatever she wanted. Spike showed off as he made the small Ocellus body into the thickest and fat ass of the group, along with her tits becoming super huge.

Starlight couldn't believe it, she stood up and looked at the two young men, she darted to their cocks and balls. She quickly went to work making the two cocks thick and long, while making the balls super huge that they almost hit the floor. Once done, Starlight couldn't contain her excitement as her cock was leaking a lot of pre-cum, she could smell it, Gallus and Sandbar's asshole and sweaty balls.

She didn't want to waste a second as she quickly shoved her face into the musky assholes, taking in a deep breath.

'This smells wonderful.'

Starlight took her tongue out, licking the assholes, her taste buds were getting the flavor of their musky smell.

"Fuck, their sweaty assholes are so tasty and yummy!"

She became a little spooked as the boys shoved forward, pushing their asses against her cheeks. The sex dolls were alive, Spike explained, as he and Button also shoved their asses and balls into Starlight's head, making her surrounded by the sweet smell of sweaty men. She happily jerked off as she took in a good whiff.

"Mmm! Their balls are so delicious!"

Fluttershy wasn't watching them as she was done changing Smolder, Silverstream, Yona, and even Twilight into thick-ass and big-breasted sex dolls. Her dick was rock hard, her nipples were hard and erect, and her cock was twitching, leaking a lot of pre-cum.
Fluttershy wasted no time in making her fantasy come true as the Twilight doll spoke.

"Okay Class, today we will be doing sex ed. I'm going to teach you how to pleasure a penis. Fluttershy here will be our demonstration."
The class gathered around Fluttershy, staring at her cock and balls. She felt the heat coming from their rubber bodies, the way their breasts were moving, and their faces were staring deeply at her. Fluttershy didn't feel nervous, but rather excited, she was in heaven, having a bunch of girls surrounding her cock, waiting for her to show them her skills.

Twilight shoved the girl's breasts into Fluttershy's penis, and joined them. Fluttershy's cock became a sandwich between the students and Twilight's large breasts.

"Wow, Fluttershy is a really good teacher," Silverstream said, looking closely at her dick.

"She has such a nice dick," Smolder replied, taking in a whiff.

Twilight cleared her throat, getting the girl's attention. "As you can see, Fluttershy has a nice and wonderful dick. It is thick and long, and very smelly from all the masturbating she does. Now start moving your breasts."

The girls followed the instruction and moved their breasts, making Fluttershy moan as her cock was getting massaged by the girls. She could feel their rubber and wet nipples rubbing her, and their large breasts were squeezing her cock. She could see her penis head poking out, leaking lots of pre-cum.

Twilight and the others saw the pre-cum, their nostrils were filled with the thick musky scent. Soon, one by one started to lick the tip.

As they were going on, Opaline could smell the sexual acts that were happening in the throne room. She opened her eyes, finally seeing what was going on. She could see Starlight cumming, as she loved the smells of smelly assholes and sweaty balls. Spike and Button were cumming, squirting their loads all over the floor as they felt Starlight's tongue entering their asshole and then licking their balls between her licking.

"Ahh~. That's it, you four, get used to these new powers. Embrace them. Enjoy them. Live in them. You three are going to show the creatures of this land what it's like to be these new Alicorns.."

Opaline kept watching while the sex dolls of the royal sisters kept moving the onahole back and forth, pleasing their master. In the onahole itself, Celestia and Luna were moaning loudly in their fused mind, loving how they became sex toys for their old childhood friend.

Back with Fluttershy, the sex doll Twilight was teaching the girls the right way to suck a penis.

"See girls, it's easy, just open your mouths and take her dick in, but be careful, don't choke. If you want, you can have your partner's penis inside your mouth. Sucking their juicy penis and drink their yummy semen." she went on to show that, sucking on Fluttershy's cock, until Fluttershy couldn't hold it in anymore and unleash her load into the doll's mouth.

The other girls didn't wait long, as they went down on the penis and started to suck, not caring if they would swallow the cum that Fluttershy release each time. The four were enjoying themselves as Fluttershy was moaning.

Starlight was in heaven, enjoying all this manly sweat that she realized that she should do her part. She used both hands and her magic to grab hold of the cocks, stroking them and licking their balls, making the boys moan.

"Oh, fuck, Starlight. That feels good." Button moaned, feeling her magic hands playing with his penis and balls.

"Fuck yeah, don't stop, don't stop!" Spike begged, enjoying his privates being licked by her.

Spike and Button weren't the only ones moaning, as Sandbar and his buddy also started to moan with pleasure. They could feel their huge cock and balls being played with as well.

Starlight loved hearing the boys moaning that, she went deeper into Sandbar's ass, taking in a good amount of the musk sweat. She loved the strong smell, but she couldn't hold it any longer, she used her magic to also jerk herself off, joining in the moaning. Soon, she and the boys came at the same time, shooting cum all over the floor. The smell of semen was strong, but that didn't stop them from doing it again.

The whole room became filled with nothing but moaning and the awful smell of cum as the jerk-off session continue for hours. Fluttershy was fucking each student's pussies, then fucking her friends like before, filling them up with so much semen that the rubber see-through body became filled with cum.

Starlight and boys kept shooting their loads, until the surrounding floor became nothing but a puddle of cum, and the smell was getting to be too much.

Soon, the session ended, and everyone was laying in the puddle of cum, enjoying the warm sticky semen. Opaline loved it all, seeing such perverted acts before her that she finally came herself, shooting her warm cum into the living onahole, and the semen quickly started flowing out from the sides of the entrance.

Opaline pulled her dick out and looked at the four. "How did you enjoy your first jerk-off session with our new guest?"

"It was wonderful," Starlight Button, his face covered in sweat, but loving the smell.

"Yeah, it was." Fluttershy agreed, also loving the smell of the room.

"That was something else, and I can't wait to do it again," Spike replied, breathing in hard.

Opaline turned to Starlight, seeing her out of it with a big stupid smile on her face. She then turned to the students. She could see their very being oozed out. The girl's souls oozed out of their pussies, while the boys shot out as semen, They all had climax faces as they became one big colorful cum. Like the rest, their faces disappeared, and the cum glowed and shot over to Starlight, creating a cock ring with the equal sign gem. Soon, Starlight grew thicker and taller, her body becoming a sexy Alicorn with a massive penis and balls.

"It's done."

She picked up the onahole that was Celestia and Luna. She faced the broken stained glass window, overlooking the forest.

"Soon, a new era of Alicorns will start. You two were failures as rulers, but I'm..." she shoved her massive penis back into the onahole. "I'm not!"

Opaline continued to fuck her childhood friends as she stood there, laughing as if she had won. She became the new ruler and leader of this Alicorn world. Even proof of her victory, Celestia and Luna's cutie mark appeared on her balls, showing she had complete control over the sun and moon.