Clear Lake strode in on tall, midnight blue heels that scaled up her long, pale legs, laced tight...

Clear Lake strode in on tall, midnight blue heels that scaled up her long, pale legs, laced tightly all the way up her shins and ending just above her knees. The tops of them connected to a set of matching blue/black garters that framed her plush pale thighs and thick ass. A lacy blue nighty in the shape of a leotard barely concealed her tall, athletic body, her nipples pressing against the black lace. A silver tray sat in her gloved hands, the gloves embroided with a beautiful illustration of a night sky extended up and around her toned arms.

In a mimicry of Nightmare Moon, artful glyphs were also painted under one of her eyes and on the other cheek, her long silver hair hung in an ass length ponytail that hung straight down, swaying in time with her hips.

There was absolutly no indication that this tall, toned woman, with eyes of grey ice had at one point been a desperate, homeless run away before Nightmare Moon had found her.

She gently set down the tray, lifting the lid to reveal a bucket, full of ice and a single, long necked bottle of clear, liquid. It steamed slightly, condensation dripping off the side as Clear Lake picked it up and smoothly poured the ice cold liquid into three clear glasses.

She bent at the waist to do so, her silk garter straining slightly as the leotard pulled tight into her ass yet she didn't break her posture, the high cheekbones of her elegant face, her black painted lips and eyes totally neutral as the Moonshine poured into the glasses.

The ice was merely for show, to distract the observant from the fact that the liquid was already ice cold, no matter what the temperature.

Most likely a by-product of it being made out of pure magic, a dash of The Farm's special milk, some rye grain and Luna's cunt juices after she finger blasted herself to orgasm at the fantasy of an army of worshiping slaves and sheer delight of her newfound power!

'Will there be anything else Miss Moon?' Clear Lake said, her soft voice smooth and subserviant, body perfectly poised.

'No, Clear Lake, we can manage by ourselves now.' Nightmare Moon reaches up a pale, long nailed hand and cups Clear Lake's cheek, finally breaking the other woman's poise as she bites her lip and squeezes her thighs together, her grey eyes flitting up as they meet Moon's black and blue ones.

'Good Girl.'

She pats Clear Lake softly on the cheek before waving her away in dismissal. Clear Lake bows and leaves with as much elegance as she can muster, only wobbling a little bit as her pussy throbs.

'Now-' Nightmare Moon says, taking her glass before sliding the other two over to the husband and wife, her eyes focused entirely on Spoiled,

'-How about we have a nice drink, and you tell me what you want!' She raised her glass and tilted it to her lips, drinking in the liquid, her long pale throat working as she savoured the biting yet smooth taste of the beverage. Despite the refreshing chill of the drink, she instantly felt her body heat up. Not just the warm burn of alcohol but the hot inferno of need.

Spoiled gave Nightmare Moon a smug, satisfied look, obviously thinking that her and Nightmare Moon were now on the same page of a book Spoiled was the author of. She knocked back the glass of Moonshine, swigging it down with the ease of a dedicated drinker.

As many socials and parties that Spoiled Milk invites herself to probably does strengthen the constitution if they all serve booze, Nightmare Moon supposed...

Filthy too a more sedate approach, swirling it around before taking a small sniff before a sampling sip, letting the clear liquid roll over his tongue then grunting softly in pleasure and arousal as his cock began to swell in his pants again.

Spoiled eye's widened, her thigh thighs pressing together before spreading, her eyes fluttering as she lets out a long, satisfied exhale and Nightmare Moon grinned behind her cup, delighting in the knowledge that not only were the two greedily sucking down her own essence, but most likely some of their own daughter's contribution.

Yes, by all accounts, Diamond Tiara was The Farm's best milkcow. Even better than Applebloom, much to Applejack's chagrin and dissapointment.

"Hopefully", Nightmare thought as she leered at Spoiled's chest as the woman fanned hersel, unbuttoning some of the buttons on her tight, pink shirt, "Like Mother, Like Daughter..."

She leaned forward, elbows on desk and her tall powerful body looming over the two of them as she slumped down in their chairs, eyes fluttering and legs spread.

'Tell me what you want!'

'I've told you.' Spoiled says, slightly breathless, a few strands of dark purple hair falling infront of her flushed face as she holds her empty glass out for another pour. Nightmare Moon obliges, leaning forward and grinning as she notices Spoiled's eyes flick down to her pale breasts for a second before she clears her throat,

'We want to know where our daughter is!' Spoiled huffs before taking another gulp of Moonshine and moaning, her hand dropping to rest on the leg of her trendy trousers, rubbing slowly, she goes to say something else but Nightmare Moon leans over and places a finger on her lips!

The finger glistens, a bead of liquid dripping off it's long black nail and Spoiled's tongue darts out instinctivly and-

'Oooh~' She gasped, it tasted like more of the wonderful drink but much...stronger!

'No.' Nightmare Moon purred, running her other hand through Spoiled Milk's expertly styled hair,

'That's what you say you want but what do you really want?'

Nightmare's voice as smooth as dark chocolate as she slid her finger into the other woman's mouth, her dress falling away as she raises her long, powerful leg up onto her desk, exposing her dripping wet pussy, leaking a silvery, glowing fluid.

'We want our daughter back!' Filthy exclaims, standing up sharply, shaking off the effects of the Moonshine, despite his cock still bulging against his pants.

Sigh.

She probably would have to come to a compromise with Applejack and The Farm. She wasn't going to sway Filthy any other way.

For now though...

Dark, silky smooth tendrils emerged from the shadows behind Filthy and enveloped him, wrapping around his legs and arms and mouth before hoisting him silently into the ceiling. He tries to call out but his suprised yelps are muffled by the dark, roiling tendrils of starry void. He wriggles and strains to no avail, the tendrils impossibly strong and as he soon finds out, incredibly pleasing to touch. Goosebumps break out across his body wherever the silky ribbons touch and his silent cries of alarm soon turn to muffled gasps of pleasure as the tendrils prove to be very curious and very playful!

He wiggles as they try to get into his pants and under his shirt before the smoky substance slides up his pant leg, around his thighs and up...

Spoiled doesn't hear her husband get snatched but she catches the movement out the corner of her eye and goes to turn before Nightmare moon softly grips the back of her head and gently guides the rich woman's gaze back onto her own.

Nightmare Moon grins, eyes glinting as the woman goes doe eyed, all bravado and smugness lost as she sucks on Nightmare Moon's finger! Nightmare Moon slides it out, slowly guiding it back to her own quim and sliding it in, swirling it around in her tight pussy as she purrs,

'Now, Tell me. What do you really want?'

Spoiled blinks slowly, most of her mind fuzzy apart from the bit that eagerly supplies the answer to the powerful mare's question. The part that had driven her since she was a child. The ambitious, eager, ruthless part.

'Power~' She breaths, eyes sparkling with avarice, 'I want power I love power!'

Nightmare Moon grinned, her teeth flashing in the gloom.

Good. She could work with this!

----Nightmare Moon took another slow swallow of her Moonshine while curling her finger inside her cunt before sliding it out and slipping it once more back into Spoiled's mouth who suckled on it desperatly, her lips already plumping nicely.

'Go on...' Nightmare Moon prompted to Spoiled, whose hands were currently groping her breasts, property fading as her pussy soaked. Dark tendrils, much like the ones that bound Filthy descended around Spoiled's head, carressing and stroking it, teasing her long hair out as they influence her mind.

'I want...I want people to respect me. To look at me and see only power and authority!' She gasped as the finger was removed before growling, hands slipping inside her shirt to better massage her breasts.

'Show me. Visualise it. Dream it.' Nightmare Moon hisses, pulling a long silver dildo from her draw and sliding it deep between her legs, watching as Spoiled's eyes flicker in and out of dreams!

The tendrils pulse, power flowing into Spoiled and some of the fat is smoothed away from her body, her face slims down, cheekbones becoming more pronounced while her flabby gut and waist sucks in. The chair tilts back as her legs lengthen, pulling her pants tight against her legs as her hips rock back and forth.

The dark divinity shifted, moving her entire body and perching on the edge of the desk, both legs spread infront of Spoiled as the latter's pinched face grows much more beautiful, much more regal, her hair pooling behind her, weaving with the tendrils as even in her slumped position, her bearing changes.

It becomes more assured, less driven by baseless ego and instead a assured confidence supported by a keen and sharp mind as that too expands, guided by Nightmare's influence into a business and leadership mastermind!

But there was more.

'No...That's not it.' Nightmare Moon said in a musing tone, her dark dress evaporating into black fog, exposing the entirety of her large, mouth watering body, her gargantuan breasts, her unyielding eight pack and her long, long legs. She places one on either side of Spoiled, resting her feet on the arm rests and dragging the chair closer, the beautiful woman now surrounded with Nightmare Moon on all sides, trapped between her muscled legs.

'That was true but not the whole truth. She slides the long silver toy out of her then gently pushes it between Spoiled's eager lips.

Spoiled lets out a gutteral groan as she falls deeper into Nightmare's grasp, diving in eagerly, chasing her selfish dreams which Nightmare then tweaked in her favour,

Nightmare Moon had no idea why her Pony counterpart had been so highstrung about people sleeping during the night. When people were sleeping was when they were most vunrable, most in her grasp.

If she had been trying to take over Equestria, she would have had Princess Celestia soaking her cunt every night, waking up desperate to go back to sleep, to dream and to have her loving sister take care of her!

To be fair, that was what she was doing with her sister. Only a bit. She wondered if Daybreaker had noticed how horny she got every time she thought of submitting to her younger sister. Her eyes flicked to the orgasm counter and she licked her lips.

Soon.

She snatched a quick glance up at Filthy Rich, who was almost totally enveloped in darkness, hugging his body like a glove as she fed his own desires back into him although, there was precious little to twist with his objective.

He wanted to save his daughter.

He was going to as well.

He just needed to fuck Nightmare Moon to do it.

And probably Applejack...

And maybe a Stripeling or two...

She fed these challenges into him, into his mind and he accepted them. Despite his resistance to her overt efforts, his dogged determination was letting Nightmare Moon direct him down the preferable path.

Into her pussy.

He grunted, body swelling within his smoggy shroud, his skinny form filling with muscle, dusky skin tightening as power surges into his body, thick powerful arms struggle against his bonds while his broadening shoulders begin to tear his suit jacket apart. He grits his teeth and groans as a meaty cock pops free from the smoggy shroud, oozing pre for a second, growing several inches longer before being wrapped back up in the black tendrils.

It burst back out a moment later, even longer, even thicker and Nightmare drooled over it before it was snatched back up into the smog.

A gagging sound drew her attention back to Spoiled and she removed the silver toy, raising a dark eyebrow at the fact the already large toy appeared to have grown even bigger. The massive silver thing could double as a blunt object now!

She wasn't sure if it was due to her leering or Spoiled's own fellatio skill.

'Fear.' Spoiled pants, eyes focusing for a moment, locking onto Nightmare's with an intensity that boarded on fanatical. Her sensious lips curled into a desperate, superior sneer as her pant's popped open, the zip buckling under her growing body.

'I want to be feared!

'Yesssss~' Nightmare hissed, 'Perfect!'

'I want the room to go quiet when I walk in. -Ahh!' Spoiled groaned, her lips pursing in satisfaction as she dreams of it, dreams of her ideal, perfect, selfish self. She moans as Nightmare Moon's hair slithers up her pants, the dark, prehensile locks tickling her panty clad mound. Spoiled jerks with every new pulse of magic, words bubbling up from her lips,

'I want my enemies to quake before me...' She begins to grow taller, her clothes shifting, the pink pantsuit changing into a more severe, shaper suit and skirt. Her leg's lengthen and Nightmare Moon slides her hands down them before lifting them gently onto her own legs which are still placed either side of Spoiled, the two woman forming a diamond shape, both of their drooling pussies facing eachother.

'And what else?' Nightmare Moon cooed, rubbing and massaging Spoiled's slender calves, nails trailing along her thick thighs,

'I want the mere thought of me to send my lessers scurrying to obey my will, before I've even spoken it. The idea of my displeasure will be-Oooh fffuck! So good!' Spoiled squeals as Moon's hair, wrapped around the thick silver dildo slides into Spoiled's neglected pussy as the Nightmare really starts pumping magic into her.

This worked. Nightmare Moon and her sister could use an attack dog in the wider business community.

Spoiled's teeth lengthened ever so slighty, becoming fanglike, just like her new Mistresses while her features drained of any kind of compassion or mercy or warmth. Her plump lips were perhaps the only soft portion of her entire face, which was now as beautiful yet as cold as frost in the deepest of winter.

Her body was lean and toned, her mind a whizzing razor while her hair was thick, and perfectly styled, not a hair out of place even as she panted and groaned, a thick aura descended around her, both oppressive and electrifying, perfect for corralling and mentally stomping anyone Nightmare Moon needed into submission.

But not quite Eclipse Club level mateiral. She wouldn't be on the dance stage (much) but Nightmare Moon demanded her servants were pleasing to look at.

'and lust after you?' Nightmare Moon said, driving the dildo into Spoiled's cunt and the woman's eyes crossed,

'Hhah'Yyeesss!' Spoiled moaned, the neckline on her blouse twitching before slowly lowering,

'Feeling all of those scared, weak sluts soak their panties when they see you, dreading the day you appear but desperate for a peek at your huge tits?'

Spoiled groans, her legs squeezing Nightmare's as her breasts begin to swell and grow behind her blouse. She palms and squeezes them, mauling them with long, purple fingernails as her clothes war with being sharp and severe, and also highlighting as much of her slutty body as possible.

'They'll be sooo scared I'll steal their men away from them!' Spoiled said, her tongue darting out and licking her lips, her voice a seductive purr,

'Hmmm-And they should be...Their big fat cocks are yours after all, as are their minds and their fortunes. They'll be torn between terror and lust as you wrap them around your finger!'

'Ohhhfuck-I want it!' Spoiled mewled, her pussy plump and drooling and needy, her prior leanness swallowed up by thick, gropeable plush. Wide hips, a thick jiggling ass to get lost in, barely held in in place by a tiny white skirt. It barely covered her ass and outlined everything, from her pussy to her cheeks despite (or even because of) it's sharp cut. Egyptian silk stockings, pink and purple lace hugged her long, squeezable legs.

Her thick, curvacious body, heightened by the tall, wicked heels she wore, as well as the magical induced presence of her would ensure that she dominated any room she walked into. Be it coffeeshop, PTA meeting or business forum.

Nightmare Moon grinned, she was sure many of the complaints (the ones that didn't come from Spoiled Rich) would swiftly die out or even reverse once she sent Mrs Rich to deal with them...

A perfect attack dog indeed...

And Nightmare Moon had the perfect leash for the bitch.

Spoiled chuckled softly, her light blue eyes glowing softly, her thick royal purple hair flowing, as it twists itself into a truly imposing royal purple beehive. A few expensive golden hairpieces attempt to contain it's mass but Nightmare Moon had overdone it a little but and Spoiled's own hair had gained a portion of Nightmare's own power and now twisted and wrestled with Nightmare's, fighting for dominance.

Nightmare took that as a sign that Spoiled was still, at heart, a conniving bitch and would still present a problem for Nightmare Moon if she didn't reign the now, quite competent and very ambitious bitch in.

Fortunatly, she had a plan.

She continuied to massage Spoiled's legs, then her feet, slowly lifting off the woman's tall, wicked looking purple stilettos. She supposed she should find it demeaning but, although she would never tell anybody, Nightmare Moon loved giving pleasure just as much, if not more than receiving it.

There was somthing quite satisftying about turning another person into pleading, pleasured putty with just a touch, she thought as she kneaded Spoiled's feet through the nylon of the stocking causing a satisfied moan from the rich bitch as her eyes fluttered awake.

Spoiled grinned, her white teeth glinting in the darkness as she pours herself another glass of Moonshine and leering at Nightmare with a superior, condescending fashion, unable to perceive that Nightmare was still messing with her mind.

Nightmare was leaving a little suprise. Not for Spoiled, but for Applejack when this dumb slut sauntered onto The Farm and tried to bully the true power behind the Canterlot business scene.

With her incredible mind, her brand new "products", several new inventions from Tree and the many advantages Lady Gossamer gave them, Applejack and the Apple family was now a millionaires several times over

She'd hid it well as to avoid extra scrutiny from the single organisation that could without a doubt sink the entire operation.

The Tax service.

Suffice to say, No matter what she might threaten to do to Daybreaker and Nightmare Moon, Spoiled Milk was an ant to the likes of The Farm.

Applejack cared about numbers. Numbers going up were the best which is why Nightmare was installing this little "suprise" to sweeten the deal.

'So...' Nightmare Moon mused, 'Diamond Tiara?'

Spoiled snorted, idly sliding in and out with the toy as she examined her long, purple nails,
'I don't care about her! Let the Apples have her, if she's going to lower herself to their level by dating one of them I fail to see how she's my problem-'

Nightmare resisted the urge to purse her lips,

That one hadn't come from her changes. That was all Spoiled Milk...

She decided she was going to put a bit more oomph into her suprise.

'No. What I want, is a cut of what you are making here as...a donation to the Chamber of Commerce.'

'Of course!' Nightmare Moon grins, knowing that any money she gives this stuck up bimbo, would immediatly get funnelled back into her club, laundered and clean thanks to Spoiled.

She was embedding several subliminal triggers and desires into Spoiled's head. The purple haired MILF would think she was in charge, but everything she did would benefit Gossamer and her empire in some way.

'And a free VIP membership.'

'Oh, VVIP for sure! In fact, I have a booth set of for you already and a...eager, handsome man ready to see to your every need.'

Spoiled leers, eyes rolling as her body begins to tremble, pussy squelching around the silver toy as she cums, her femcum splashing all over the chair and the floor as Nightmare Moon's apparent submission pushes her over the edge.

Her curvacious body jiggles, tongue lolling out before she begins to ebb, biting her lip as she lowers her legs, sucking the giant silver toy off before actually having the gall to slip it into her several thousand dollar purse.

'I'm so glad you came around to my way of thinking Miss Moon' Spoiled said as she stood, her mighty heels compensating for her comparatively smaller stature as she shakes Nightmare's hand, their juices mingling.

Nightmare Moon almost burst out laughing as Spoiled tried to squeeze her hand hard. It was just so typical for the arrogant bitch to be a knuckle crusher. Still, Nightmare Moon was almost a goddess and she merely smiled at the petty attempt before Spoiled gave up, and slowly sucked the cum off of her hand before sniffing imperiously and walking out.

Nightmare Moon watched her fat ass sway, the tight dress riding up and exposing at least the bottom third of it, revealing the solid gold plug currently stuffed up her ass,

'One more thing. I want Filthy in return.'

Spoiled doesn't even look back, tossing her ring over her shoulder as she strides out
'Done. I don't need that wimp!'

Nightmare snorts softly, palming the ring and looking up at the roiling cocoon above her. My, it had got very big. The thick black ribbons of smoke were straining, some of them popping and splitting exposing a truly goliath figure inside. One portion tore, revealing a leg almost as thick around as tree trunk while the one around his crotch split again, his mammoth cock once more spilling out, a thick, constant stream of spunk leaking onto the floor.

Nightmare Moon holds her glass under it, catching the gooey white batter and mixing it with her Moonshine before taking a deep drink and groaning in pleasure.

'Ahh-Not ready just yet...' She mused, still looking at the fat diamond ring with a critical eye. It was nice, if a little tacky given how massive the rock on it was but that was Spoiled Rich for you...

She makes a sympathetic little noise, reaching up and giving Filthy's cock a small tug and was rewarded with a heavy blast of white cream before she tucks it back into the writhing blanket of darkness.

Her dress returns, although much more sheer and much shorter. Instead of an elegant ballgown, not it was an inky black cocktail dress, a set of mesh, shoulder length gloves and stockings, as well as the choker gave her a distinctly more trashy look but this was more for her than anyone else's consumption.

Well, her and Filthy.

He was her true prize. If she and her sister truly wanted to compete with The Farm and their ludicrous profits, they needed a man with a mind for it.

And, if possible, a man with a cock and body big enough to pleasure both amazonian demi-goddess's at the same time.

Clear Lake pokes her head in a moment later with a refill of coffee for her Mistress.

'How did it go My Queen?'

'About as well as could be expected. Please let the staff know that Mrs Rich is to be treated as a VVIP. For now at least.'

'Yes My Lady. And..Um...Mr Rich?' She said, distracted as a deep rumbling groan emanates from the eight foot tall cocoon, more spunk leaking through the bindings,

'Oh, he'll be...my special guest. You don't need to worry about him but that reminds me-' She reaches into her draw and grabbing a paper and pen, she quickly writes out a series of notes and ideas before handing it to Clear Lake,

'Please give this to Harsh Wind. He looks a little frustrated with the games your sister's are playing and this should occupy him...He owes me a favour...'

Clear Lake's eyebrows raised before adopting a look of confusion,

'Um-Forgive me Mistress but-I thought you said Mrs Milk was supposed to be a VVIP...Sending Mr Wind to...uh...attend to her seems a little extreme?'

'You're quite right Miss Lake. Well done.' Clear Lake trembles at the compliment as Nightmare continuies,

'Spoiled Milk is a VVIP, but Sweet Milk is...an investment...Now off with you, make sure it gets done and give-' She writes another note and gives it to Clear Lake '-to Applejack or her-Hm-Grandmother at the farm when you drive Mrs Milk there after her...fun.'

Clear takes the other bit of paper, confusion across her face before she masks it, bows respectfully and scurries out.

Nightmare Moon leans back, arms behind her head and legs spread as she watches the roiling darkness above her.

Her grin widens when her sister's orgasm counter clicks up once again. Everything was coming up Nightmare!

[Thanks for adding the Changeling CYOA to the first post!]
[Ah shit, just reading back through some of the stuff I've created a plothole with Raven, I've written her as being the first to be corrupted by Starveheart way back at the start but then had her getting blasted by Starveheart's breath weapon right at the end and turning into a dommenatrix. I'll retcon this as Raven getting a double dose of Starveheart's magic, not that it matters much now and I doubt many people are rushing to point out plot holes!)

Nightmare Moon had made sure she wasn't to be disturbed once it became apparent that the Filthy Rich was just about ready. She still had the ring in her hand as Filthy finally punched through the black smoke ribbons, the almost intangible but incredibly strong material trying and failing to re-contain his mass.

Nightmare Moon sat, cross legged, one long pale leg over the other, finger on a lips that were curved in a gentle, if eager style as she watches Filthy, now almost eight feet tall and as wide as a house grunt and snarl as he finally breaks free from his bonds.

He's a titan, not quite as big as Harsh Wind or Venomheart but on par with Gilda or Big Mac which was quite impressive given Gilda had Gossamer to pump her up and Big Mac was already...well...big before Applejack and "Granny" Smith had spent quite some time fashioning him into a prime slab of stud.

Almost as much time as they had spent making Applebloom and Diamond Tiara into the thickest, milkiest milk cows they could as "punishment" for their part in the events a month ago. Nightmare Moon thought it was a little harsh given that they were being mind controlled/magically manipulated at the time but Gossamer had reserved the rights to "keep" Starveheart, Thunderlane was pretty much Gilda's "prize" by right of conquest and Zephyr was under the vigilant eye of Posey and Fluttershy and also had the uncanny ability to outfuck and the elude any potential pursuers.

A few new joiners, from both Daybreaker and Nightmare Moon's flock had cooked up a scheme with some of Venomheart's recruits from The Camp to try and compete for the cocky stud and his cock.

A few hours later Gilda and her gang had found them well and truly fucked in the changing rooms of Canterlot High in varying degrees of fuck stunned stupors, their bodies noticebly shorter yet still athletic, their stern faces much cuter and their hair much more colourful.

Obviously, Zephyr still had a type...

Gilda had taken a great amount of glee parading the short, humilated slut's through the school before poking them back to their varying places of residence, cowed and humiliated.

Zephyr was no where to be found for a few days before finally being found ploughing Assistant Coach Spitfire behind the bleachers during the school's soccer game against Crystal Prep.

A game they had handily won due to the fact that the team had been made almost entirely of ultra fit, amazonian, super sluts.

Coach Lightning had really been putting them through the paces, mainly with the incentive that if they won, Zepyhr would be the prize for a few hours with the MVP winning him for the next day and night.

Somehow, Coach Lightning had somthing over Zephyr and was one of the few woman other than Fluttershy who could wrangle the blithe stud.

Gossamer had even idly, possibly as a joke, floated the idea of competing sport teams between her little dominions. An idea that had been latched onto by the ever competitive Venomheart and might actually become a reality. Nightmare Moon and her Sister had even decided to have separate teams in a "friendly" bit of sisterly rivalry...

Anyway, that aside, Applebloom and Diamond Tiara were the last remnants of Starveheart's attempted "conquest" (Other than Raven, who hadn't been that important and had eagerly sworn fealty to the Sisters) that The Farm could get at and they were milking them for all they were worth.

Nightmare Moon wasn't even sure how much of it was vengeance now and how much of it was the two being an incredibly good source of magic to drain.

Which was why Nightmare Moon had created "SweetMilk" behind Spoiled Milk. If Nightmare could trade her for Diamond Tiara then she would be one step closer to snaring Mr Rich and his loyalty!

Along with his wallet, his networking connections, his business sense and his big, fat dick!

Which brought them back to here!

The massive man reached out and grabbed Nightmare Moon in two massive hands, one around her pale, firm arm and the other roughly gripping her undulating, midnight hair as he shoved her against the desk, his thick, hulking body dwarfing even her own as her giant ass slams into her desk, actually moving the heavy, dark wood.

She let him manhandle her. She was stronger, her magically enhanced body basically superhuman but she did like the feeling thrill as Rich pinned her to the desk, his massive cock pressed against her taut, defined stomach and she chuckled as she felt it throb, heavy and hot, leaking thick, eager pre!

'Where-' He rumbled, his voice deep, powerful and hypnotising and Nightmare shuddered, her dark lips split in a deep grin at the anticipation of unleashing him on a boardroom full of sexy shareholders!

'Where-' He continuied, '-is my wife?' Filthy growled, voice thick with lust and warning but Nightmare wasn't worried, even his grip tightened on her, pulling her hair back, forcing her to look up at him.

'Hah~She left...' Nightmare purred, 'Traded you and Diamond in for a nice big pair of tits and the chance of fucking some richer, younger stud...You saw~' Nightmare moon giggiled, a throaty, musical sound as she reached up and placed her free hand against Filthy's unyielding, broad chest...

'I guess she lost out!'

Nightmare Moon had had the yummy DILF the moment Spoiled Milk had tossed her wedding ring away! The large, chunky ring began to glow softly between her long dark nails and Filthy Rich grunted, his mind growing fuzzy as the memory of the woman he had loved walking out on him, abandoning him, filled his mind and he felt a deep pit open up inside him, his handsome face twitching as he felt his love for Spoiled swell, conflicting with the feeling of betrayal/

'Nooo...' He breathed, breath catching before the pale goddess under him pressed a hand to his cheek, sharp, black nails gently massaging his rugged face,

'Sshhh...You don't need her~'

'But-I loved her-I still love her!' The titan rumbled, the words paradoxically plaintive coming from the giant stud and Nightmare Moon cooed softly,

'Not anymore!' She breathed eagerly, then held up the wedding ring that Spoiled had so casually abandoned, wreathed in dark, midnight magic.

Nightmare Moon wasn't a changeling. Despite her curioisty and willingness to join with Gossamer's hive, her empress had wanted her to stay human and Nightmare had complied, agreeing that her unique human magic filled an important role.

That said, she had learned from Gossamer and Spoiled's callous trade had given Nightmare Moon much more than the MILFY gold digger had bargained for.

She had given Nightmare Moon Filthy, all of him!

'Love me.' She commanded, holding up the ring, wrapped in dark, shifting runes, 'All of the love you feel for Spoiled belongs to me now. Give it to me.'

The giant man's eyes home in on the ring, the symbol of his love and he felt his affection swell and then flow out of him, pouring in to the ring and then into the wicked, beautiful woman currently pressed against him and groaned loudly, balls churning and cock throbbing as his heart swelled in his chest. He felt his affection for Spoiled blasted away, the veil lifted before he felt it transfer to Nightmare Moon.

Nightmare Moon for her part groaned loudly, her thighs tensing, pussy gushing as she felt the love flow into her! She hadn't expected it to feel so...gooood!'

No wonder Changeling's craved this so much. It didn't empower her like it would a normal changeling but watching the sheer devotion fill the mammoth man's eyes was a rush like no other!

'More!' She groaned, tilting her body, wrapping her long legs around his burly midriff, enjoying the feeling of his cock slide over her jacked midriff before it's length met her soaking folds.

She did what Gossamer had shown her, enflaming the passion and the love as it poured into her then pushing it back into her new fuckstud who moaned as he began to grind his cock against her sopping cunt.

She planted her hands on the desk, legs locked around him and began to grind against him, the ring staying immobilised in the air between them as the diamond burned with light, the gold of the ring growing darker and darker until it was a deep, burnished black which caught and absorbed the light.

Nightmare Moon slumped back slightly, huge pale tits wobbling as the spell tapered off and she caught the ring with a deft hand and grinned as she saw her face reflected in the diamond before looking up at her new prize.

Devotion, pure and unfiltered stared back at her through Filthy's eyes and she shuddered as he said in a awed tone,

'You're amazing.'

'I know.' She sighed, groping one of her gargantuian tits.

'You're beautiful.'

'I know.' She groaned, as she slowly slid her tight pussy around his wide, thick cock, savouring the feeling as he began to gently rock into her.

'I love you.' He said, totally sincerely,

'I know.' Nightmare Moon said idly, as she seperated the large diamond from the black ring before wrapping the metal band in magic and stretching it, the metal warping as it grew wider and thicker. She snapped her fingers and Filthy's own wedding band appeared next to it, undergoing the same transformation, warping into a set of thick, black metal bands, cursive words inscribing on the side read:

"Property of Nightmare Moon."

Then, with another snap of her fingers, the bands disappeared and reappeared, one around the base of his huge dick, the other cinched tight above his sack

They glowed softly with white moonlight as Nightmare Moon infused a few more spells into them, ensuring that Filthy's "partners" would get a hefty dose of Nightmare's magic with every pounding thrust.

Not that there was any chance of him ever forgetting her but now he had a constant reminder!

And, with his dick never able to fully deflate due to the magic and the ring, he'd never be fully sated unless Nightmare Moon allowed him to be.

His thrusts began to pick up, hands gripping her legs and pressing her thighs into her chest as his powerful strokes began to increase in intensity.

'Hah~Yummy...' She sighed, groaning as her wet cunt gripped the huge shaft before she popped the diamond into her mouth, crunching it easily between her perfect, white fangs.

[The Lab]

Rainbow Dash moaned, the pitch of her voice modulating up and down wildly behind the glass of the hightech pod as pink light shoots across her body. Her eyes cross, pussy gushing and her tongue sticking out between her glossy, rainbow coloured lips.

'Like, how are you feeling dude? Any different from the last time?' Treehugger said, a clipboard held infront of her large tits, wrapped in a tight tie dye tankktop, tied underneath, exposing her midriff and shoving her big boobs up.

'Nnnnnnoooooo-Ff-ffeels-SOOO goooD!' Rainbow, in her bubbly, curvy bimbo form squeals, eyes rolling madly as she squirts and the glowing, rainbow coloured liquid hits the glass of the pod, trickling down as the blissed out Rainbow gives a thumbs up, her painted nails glowing softly as well from the intense magic.

'Alright man, well, here comes the synchronisation sequence so get ready-'

'OOOOOOOOhhh!' Rainbow squeals, in harmony with the rising pitch of the pod as the random dancing lights thrum, forming a several circles which skim up and down the outside of the short, colourful woman's curvy body.

She spasms widly, jerking in place, huge tits wobbling before squashing against the glass of the tube as the machine goes into overdrive.

'Hmm...Well Coach, it looks like for "upgrading" people, it only seems to work the one time. Any after that it's just, like, a really ravey sex machine-' Treehugger said, reaching into her green boyshorts and fingering her sopping pussy while making notes with her other hand on a small, holohraphic display she had built in Daybreaker's and Nightmare Moon's garage.

The brainy woman had almost taken over the entire house with various gizmos, gadgets and testing rooms. It wasn't as if the two sister's were there much anymore and they did say she could have free reign of the house....

Although, maybe rewiring the entire place to make it work independantly off the grid, through a power source fuelled by sex magic wasn't what they had in mind...

Or converting the spare room and it's large bed into a bleeding edge fuck pad, complete with robotic limbs, tentacles and aphrodisac oils squirted from tiny nozzles, commanded by a rudimentary AI she had cooked up.

Or turning their garage into a place where she could fully study the stuff they had picked up from the interdimensional invaders cabin...

Still...They were hardly around anymore and she cleaned up after herself...mostly.

And Gilda had only been trapped on the bed for about an hour and a half before Treehugger had heard her moans for help and rescued her!

Anyway...

Lightning raised an eyebrow, the buff, tall and bueatiful coach was wearing her own set of boyshorts as well as a tight, lightning patterned sports bra.

'"Just" a intense rave, fuck machine.' She snorted, 'Who cares if it only works "one" time, one time's enough, look at what it did to me!' She gestures downward, to her tall, bronzed figure that someone in her mid thirties should not have. 'I'm pretty sure Gossamer isn't gonna be mad...I'm sure as hell not...' She said, eyes wandering over to the squealing, jerking Rainbow, trapped in a tube of pure bliss.

'I know dude!' Treehugger says, a tinge of frustration entering her voice for a rare moment, 'It's just, like, it was supposed to do more! Everything I've looked at says it should! There's variables and dynamics in here which I barely understand but imply that it should be able to do so much more! The mirror sister's basically said so in their notes!'

'I dunno...' Lightning Dust says, leaning against the large, glass case that held the Mirror Twilight's sinister looking robotic arm.

Treehugeer cringed inwardly as she leaned on it, a knot forming in her gut. She hadn't even begun to experiment on that yet. Something about it...Not just the sharp, claw like pink talons that make up the hand, nor the way it seemed to sit so still, until one looked away. Maybe it was the fact it just oozed gleeful malice, or the idea that Mirror Twilight had "replaced" her own arm with it without any seeming regret...

Treehugger had double secured the case in thick, reinforced glass but still...

'Was it possible the two mentally unstable, evil sluts were jerking you around-'

She was interuppted as the pod reached and even higher pitch suddenly, along with Rainbow he began to glow, her eyes bulging wide as she trembled fast.

'Oo-Ohhhh! It's DIFFERENT THIS TIME!! EEEEEEE!' She squealed, the lights exploding in intensity, her hands furiously rubbing her squelching pussy as-

POOF

A thick cloud of pink smoke blasts out of the vents at the bottom of the pod, forcing Lightning and Treehugger back, spluttering and coughing.

Fortunatly, the cloud didn't seem to be harmful or transformative, just sweet and cloying.

'Rainbow!' Lightning calls and she flails, trying to clear the smoke and advance on the pod as Treehugger hits the emergency ventilation system she had installed, vacating the lab of smoke before rushing over to join Lightning in forceing the door of the pod open.

It hisses open after Tree hits the locking latch and the two stand back, fanning the smoke out.

Lightning Dust sees first and gasps in shock, a bare second before Treehugger, eyes streaming, whistles loudly in awe,

'Hot damn, Double Rainbow!'

An identical clone of the short, curvy Rainbow was furiously and passionately making out with her rainbow haired twin, who was reciprocating with full force, thick, glossy lipstick coating her huge tits, long multi hued nails groping her twin's thick ass.

'YES! I knew it!' Treehugger said while Lightning looked on in slack jawed amazement, her own golden nailed fingers reaching into her thick pussy, biting her golden lip as a wide, leering grin appeared on her face as she licked her fingers clean.

She reached forward and took both the Rainbows around the waist, slowly pulling them out the pod. Their faces lit up as soon as they saw their MILFY Coach/Girlfriend.

'Hi Coach!'
'Hi Dusty!'

The two squeal, pressing their faces into Lightning's own impressive rack and giggling as Lightning palms their thick booty's.

'Girls...Calm down now or I'll have to spank you...Treehugger, you have outdone yourself...Hey, do you think you can still change forms?' She says this too one of them as they walk out towards the augmented bed, 'You gonna join us Tree?'

'Uh...Yeah! Lemme just make a note of what calibrations I put in then I'll be right up dude!'

Tree bit her lip, the automatic, VI assisted vibrator in her pussy growled and buzzed beneath her tight shorts and leaving her totally drenched.

It was supposed to maximize and minimize pleasure at specific times to keep her from getting distracted but also satisfying her needs but-

'Dang it, Better hurry before they get started without me!'

She ducks down and lies on her back under the pod, making quick notes of the various settings of the incredibly advanced pod.

Her legs spread, shorts pulled tight against her soaking lips, vibrator outlined in obvious detail along with her quim along with the twinned, linked anal plug stuffed up her ass.

She groaned as the vibrator pulsed again, eagerly reminding her that she needed a quick frig and she quivered, biting her lip and-

Click

Treehugger frowned and looked up out at the lab. At her angle under the pod she could only see the bottom fifth of the lab but if someone was in the lab, she should be able to see their shins...

'Hello?' She calls out, frowning in confusion, 'Anyone out there?'

No response.

The hairs on the back of her neck stood on end and she bit her lip but finished off the rest of her notations-

Click

She wheeled out from under the pod, the skateboard she had been lying on tipping over as she stands up quickly, a knot of anxiety in her normal calm mind...

No one was there...

She looked around, even behind the desks and the pod, looking for whatever was causing the errant sound.

Everything was powered down...There wasn't anything that could be-

The arm!

In a single moment of worry, she span, rushing over to the cybernetic arm, or rather the empty case that-

No.

No, it was still there.

It hadn't moved at all in fact...

The creepy, purple, pink cybernetic arm was on the holding struts where she had left it, behind at least and inch and a half of thick, reinforced glass.

She let out a deep sigh and ran her hand through her long red hair and let out a little giggle.

Not enough weed man! She needed to have a smoke, she was getting antsy.

There was a lustful, pleasured moan, two identical ones infact coming from upstairs and Treehugger smiled,

Then again, their were other ways to destress!

She walked out, hips swaying, vibrator buzzing happily in her pussy, the noise and pleasure as well as the relief distracting her from the way the robotic arm flickered, the image fuzzing for a brief instant as the tiny, penny sized holographic projector left in it's place finished it's start up sequence.

She also missed the arm, talons clinging to the ceiling and wire struts as it scuttled forward slowly, observing the curvy woman.

It had wanted to catch her under the pod when she was pinned and vunrable but it did not matter.

Despite the woman's intelligence, it would not have been the arm's first choice anyway.

It's power cells were running dry and it didn't have the time to spare...

Still...A parting gift...

The index finger pointed forward at her retreating form and fired a tiny dart. The barely visible projectile carried a potent digital package. It angled itself on tiny wings and darted through Treehugger's tight pants, leaving a barely noticeble hole and sliding between her plump ass cheeks, slotting into the advanced buttplug, downloading its payload.

The rudimentary programming Treehugger had made was corrupted within seconds, the plug glowing a deep purple for an instant as the intelligence warped and twisted before spreading to it's sister in Treehugger's plump pussy.

Treehugger groaned, biting her lip as her toys went wild and she barely made it halfway up the stairs before she came, knees shaking, the front of her shorts darkening with her arousal.

'Oooh, I'm gonna have to take a look at the programming again I think~'

Over the sound of her own orgasm, she didn't notice the arm slip out through the garage's vent and escape into the world...

Firestorm crawled through the tunnel, resisting the urge to curse as the dank smuggler's run once more scraped the top of her head as she crawled on hands and knees. She had no idea how, sixty years ago cider bootleggers had managed to navigate this winding maze of boltholes and crawlspaces!

She wasn't even carrying the large kegs the smuggler's would have carried, all she had was a small jerry can of gasoline strapped to her back along with her arsonists toolkit, a small satchel that fit across her stomach and yet the tunnels were still claustrophobic.

She probably should have realised that it wouldn't be an easy route when she had bought the old map that would let her infiltrate Sweet Apple Acres totally undetected. The red head sighed and grimaced but didn't complain outside of her head.

She was being paid good money to make sure that the Apple Family's fledgeling empire was destroyed before it even began.

No questions asked.

'None answered either…' Firestorm grouched, brushing her bright blue and white bangs out of her face, tucking them back under her black beanie along with the rest of her flame orange hair.

She had no idea why she was being asked to burn down a family orchard by a very scary figure with exorbitant sums of money.

With the money she saw them flashing, they could have just bought the orchard.

Maybe it was to send a message?

Then again, her own investigations had turned up even more questions.

Like why was she advised that the place would be incredibly difficult to break into despite the fact her reconnaissance had not spotted any type of security unless they were hiding among the apple trees!

Or why her contacts, hardened career criminals whispered about the Apple Family in the same, hushed, nervous way they used to talk about the old crime lords of Canterlot.

Or why so many of those same criminal friends had skedaddled the hell out of dodge in the half year she had been doing work in Manehatten.

She'd returned to find Canterlot almost squeaky clean and no one would tell her how or why!

It wasn't the cops or even the feds!

The last one of her "friends", an perpetually old, wiry crook who everyone had only ever known as "Old Geezer" had shaken his head and stroked his stubbly face as he handed over the map had mumbled something about "Canterlot High" and "Community outreach" as he loaded his old battered van with as much of his accumulated swag as possible before turning to Firestorm, an intense look in his eyes,

'Look Stormy-Nah, don't make that face, I was summin approaching a mentor to you and your lil' gang once upon a time-'

'Shitty mentor at that…Most of them are banged up right now.'

She didn't mention that quite a few of her old "friends" were only there because she had ratted to save her own skin.

Gone were Geezer's days where you'd die before you "sang for the beak."

There was a reason that 'Ol Geezer was the only one of that breed that wasn't in jail or in the ground and he was a washed up old man who sustained himself of bragging to the "Young'ns"

Loyalty was for chumps.

'Shaddup and listen, Ah'm tellin' you, something's changed in this town, it's time to get out. I dunno what it is, not proper like, but trust this old man and his nose-' He taps his long, beak of a nose, '-I smell trouble worse than anything I ever smelt 'afore.'

Then he had stepped into his old banger of a van and pointed one long, crooked finger at her through the window,
'Get'awt. A'hm tellin' you Stormy. Drop this and get outta Canterlot!'

'Stupid old fucker!' Firestorm groused to herself harshly as she pried at a set of mouldy planks that covered the end of the tunnel although the exclamation was mostly to relive her own tension. The torch in her mouth only letting out a small, dim red glow.

But even as she cursed his name, she knew..

That old fucker had been right. Something was wrong in this city and more importantly this tunnel.

Shouldn't she had made it to under the barn by now? She was supposed to meet ladder or a set a steps or something and…and…was that light up ahead?

There should be anything…down…here…

The small torch dropped from her mouth as she entered a cavern filled with jewels, gems and shining rocks!

Dozens, hundreds of precious stones of all different sizes and types were set into the walls in strange geometric shapes!

The walls were black and smooth to the touch. If she hadn't been wearing gloves, Firestorm would have noticed how warm the walls were, how glossy they seemed, how almost organic they were… but as it was, she was distracted entirely by the trove reflected by her torchlight.

Even in the near pitch black, lit only by the dim light from her torch, she knew there was enough here to make her a millionaire several times over.

She took her glove off and reached out with shaking fingers, and with the help of a small knife, pried a ruby the size of her thumb from the wall.

Flawlessly cut. So much so that she was instantly sure it must be a fake but…no…

Her eyes widened, mouth hanging open as the light catches the gem, filling it with a soft, red glow that draws her in, her body flushes, sweat beading on her brow as her hand idly goes to her suddenly to tight pants-

The light shifts as her torch moves and she spins, heart thudding, well-honed instincts kicking in as she brandishes the small knife in one hand, the ruby in the other.

Nothing.

The torch was still and there was nothing behind her. She frowned, her ears straining to hear as she bent down to pick up the torch and almost dropped it again when she discovered it was covered in some kind of softly glowing, liquid.

She stifled a disgusted noise but the torch and her disgust were instantly forgotten as she looked up from her crouch and gaped at the sight of an diamond bigger than her fist hanging in front of her.

Set into the wall, just above the entrance she had crawled through. Surrounded by a halo of other small stones, sapphires,opals and amethysts but the diamond was what caught Firestorm's attention!

She could grab that and walk out of here without even burning down the farm! She wouldn't even need to!

Of course, she still would.

She had a reputation to maintain and she did love her job.

Biting her lip, she knelt down and traced her fingers over the perfect, white gem, transfixed by the many, perfect facets.

'So…perfect…' She sighed, licking her lips, her nipples hard underneath her shirt, not noticing as her free hand once again went down to tickle her quim as her body began to warm. She was wearing briefs under her heavy pants. She preferred them for chafing when she was exerting herself but now she found herself frustrated at how thick her fireproof clothes were.

Her other hand worked at the diamond yet it wouldn't come loose, she contemplating using the knife to pry it free but then she would have to give up the hand that was currently rubbing her pussy and it would be horrific to scratch or damage the diamond in any way!

If she were in a clearer headspace, Firestorm would know that her small knife couldn't in a million years damage that diamond but…she wasn't in a clear headspace.

In fact, she was pulling of her thick top, revealing a tight black and orange tanktop, snugly fitting around her small, perky tits and slim, petite form.

Her eyes didn't leave the diamond and she pressed herself closer, her fingers poking and prodding at the area around the diamond, caressing the other smaller gems surrounding it, following them with her eyes, trying to track their strange, beautiful patterns and the way the glittered off one another.

She panted, orange and blue hair falling out of her hat as she pushes closer, her cheek pressing against the soft,plush wall, her tongue lolling out as her eyes once more focus on the incredible diamond.

She leaned forward, running her tongue up and down the diamond, her fingers furiously working, her eyes crossed so she could still see the diamond.

It was the most beautiful thing she had ever seen.

Second only to the smooth, onyx pussy beneath it and the multitude of precious stones it was vagazzled with!

"Walls don't have pussies!" A frantic portion of her mind, the one that had grown up scared, ruthless and alone, screamed in her mind.

Or at least most of the time they don't but Firestorm had been to some sleazy places-

This wasn't like that though…

This was beautiful.

Her tongue ran down, creeping lower before tickling a neon purple clit, causing the wall, or more precisely the tall, imposing figure leaning against the wall, legs spread to sigh and giggle then moan as Firestorm, slid her tongue up and down the rest of the figure's pussy.

She'd never had much in the way of intimate connections and she was more a taker than a giver but she knew what to do and the tall, charcoal black figure was giving more than enough feedback.

A slender, elegant hand, also ink black apart from the tips of its fingers and long talon like claws which were a royal purple, removed her hat and seemed to regard it with a certain amount of critique before throwing it to the side and stroking Firestorm's hair, making soft encouraging noises as Firestorm lapped at the pussy, both her hands, one slick with her own juices massaged the figure's plush, glittering thighs, the gems a multicoloured starfield on her dark skin.

The diamond seemed to pulse, urging Firestorm on, each glowing strobe synchronised with a lick and the tall, curvy figures breathy moans,

'Oh~Oh~Oooh'

The figure rocked her wide hips back and forth, getting closer and closer and so did Firestorm, the diamond inside her head now, it's light spilling through her eyes and across her mind as she pressed deeper, tongue questing and-

'FUCK!' She screamed into the pussy, although not in ecstasy but in pain as she kneels on her dropped blade, the sharp, switchblade poking through her heavy pants and scratching her knee. It wasn't deep but it hurt like fuck and…and…

She blinked, then blinked several more times in rapid succession, the sweet, cloying taste of pussy on her lips, her own pants soaked while all of her instincts came rushing back in at once and she was suddenly, totally aware of how wrong Canterlot really was.

And Firestorm heard other people…no not people…giggling, sighing and moaning just out of sight, behind her, to her sides…above her. The gems on the wall shifted…no, not on the wall, on a canvas of writhing, ink black flesh moved and twisted, a circus of long, arms topped with multihued talons, grasping for her, thick thighs, spilling out of the remnants of torn pants either side of fat, hungry pussies, all vagazzled in some way.

Some of the people…creatures…hand strange, white stripes bisecting their dark skin like some kind MILFY monster zebra woman!

Their faces were smooth, shining black domes but their lips, thick and glossy, vibrant colours against their ink black skin grinned eagerly, drooling saliva as long tongues darted out, tasting the air…

Tasting her!

They all paled in comparison to her diamond though.

Snatching for her flashlight and angling it up, Firestorm saw…

She saw the most valuable and most dangerous thing she had ever laid eyes on before.

Almost six foot tall, standing on tall heels that mould into her feet and legs, her impossibly voluptuous body was encrusted, from heeled feet to her gorgeous, high cheek boned, faceless face in gems. Some large, such as the large heart-shaped ruby sitting above her huge left tit, others smaller than a pin prick, like the hundreds that ran up and down her arm from shoulder to hand, depicting alien stars.

Even her thick, purple hair, ass length and swaying in non-existent breeze seemed to shed sparkling, gem dust.

Despite the beauty, the sheer alienness of it was causing every muscle in Firestorm's body to tense in flight. Not even her criminals instincts this time, this was something primal, deep in the back of her head.

Her lips quivered, her tongue darting out and tasting this thing's incredible pussy nectar and even now, a rabbit quivering in front of a dire wolf, she had to resist the urge to dive back in as she forced her eyes up.

She saw herself reflected in that smooth, masklike face, small and scared but the one part of the creature's face she could read, the glossy, royal purple lips were turned down in a disappointed pout.

Unlike the other, giggling and grinning creatures, this one seemed disappointed.

Perhaps because Firestorm had broken free.

Perhaps because of how scared and pathetic Firestorm was acting now she had broken free.

Probably because she hadn't got her orgasm and Firestorm had blueballed her!

The bedazzled creature's lips quirk, its shoulders twitching in a barely perceptible and unnervingly human shrug before it lets out a disappointed little sigh with an edge of finality to it.

'Hah~'

Firestorm did not wait for what came after.

She had heard that sigh before from ruthless bosses, merciless killers and terrible men.

She knew what I meant:

"Oh dear, What a mess, time to clean up."

[Half way through I released that referring to Lustling Rarity as Diamond might make it confusing given Diamond Tiara exists in this story. So I changed Rarity's name to Purple halfway through. Sorry for confusion]

She leapt backward as a large, purple talon swept over where her head had been a moment before, grasping at empty air.

Diamond cocked her head, as if not quite understanding why she wasn't holding Firestorm, not expecting her to dodge.

Firestorm rolled backwards, her eyes darting for the entrance she had used to come in as the walls began to truly move around her, dozens of lustling's surging forward. The entrance was behind Diamond who scissored her long legs shut, blocking off the light. A chunky, platform heel slammed down on Firestorm's torch, leaving the entire cavern in darkness.

She had a glimmer of night vision left and thanked her graces she had used a redlight filter on her torch but she couldn't see anything but small, shimmering movements coming from horrible, curvy shadows along with the constant giggling.

Move!

She dived to the left just as a lashing tail, sinuous and black coiled around where her head had been, another disappointed sigh from Diamond, her heels clacking on the stone floor, the noise growing closer as Firestorm frantically looks around-

There!

A light!

The petite arsonists crawled along the floor, sliding underneath a set of writhing, fucking monsters and into a tiny crevasse in the cavern wall. It was a tight fit for even someone as small as her, her shoulders and knees scuffed and scraped painfully on the impossibly small gap as she frantically, drove her body deeper into the nook.

She looked above her, her neck craning painfully in the tight space and saw more light above her, it came through in slatted beams.

Through floorboards!

She could see movement above her! And hear voices, barely audible under the sound of some kind of machinery.

By sheer instinct, she stifled her noises. A lifetime of fear of arrest paradoxically overrode her fear of the monster beneath her.

She looked down and saw Diamond reach a long, purple black arm into the hole and swipe at Firestorm. She missed the first time, snagging the redhead's boot with the second past but failed to get a decent grip.

The arsonist having driven herself as deeply into the crack as she could, even further than Purple's long arms could reach and Firestorm actually let out a shaky breath, a half laugh, half whimper.

She might be able to wait here.

The idea came to her from a desperate, scared part of her mind but Firestorm could think on her feet. If the monster's couldn't get her here, then she could wait until those above her had left and then bust through the floorboard and escape on the surface.

After burning this whole fucking place to the ground on sheer principle. Fuck the money at this point.

She shifts, looking back down, her arms were pretty pinned her but she managed to snap a small, red glowstick which illuminated more of the floorboards above her as well as the beautiful, curvy creature beneath her who was examining the boot it had snagged off of Firestorm with another, critical assessment.

At least, that's what it looked like. The thing didn't have any eyes that Firestorm could see, only that smooth, black mask like dome.

Purple dropped the boot and with a surprisingly "prissy" gesture wiped her fingers on themselves, as if trying to clean the dust off her long talons.

Then she peered up at Firestorm, meeting her gaze and Firestorm realised she had somehow crawled up some kind of foundation wall or something and was now partially verticle. She shimmied further up as Purple attempted to enter the hole but couldn't get more than her head and one arm in, her massive tits squashed against the side of the hole and Firestorm felt a hysterical, egotistical laughter bubbling from her throat.

'Fat bitch!' Firestorm hissed, a wild, sharp grin on her face, 'Your cow tits won't fit you dumb bitch!' She gloated, then spat on Purple.

The glob of saliva landed right between where the eyes should have been and Purple recoiled, hissing in anger, lips pursed and dozens of bright white teeth glinted and then-

Then Purple smiled, her lips curling into a wicked grin as a long, purple tongue slid out from between those lips and swiped Firestorm's spit off its face.

Then, the tongue began to grow, more and more of it sliding from between those purple lips as it crept into the gap, closer to where Firestorm was half standing, half lying.

'No…'

Her arms were restrained by the wood above her and she needed to keep her legs locked open, braced on the wall on either side to stop herself from sliding down!

She couldn't move, only watch as that long, sinuous tongue slid towards her, she shivered and whimpered as it wrapped around one of her thighs, playfully tickling it, her fire proof pants no use as they were, stuck around her knees!

'No!'

She began to struggle again, even as the sensation of the tongue sent playful thrills up her entire body, the creatures saliva glowing slightly as it glides in, pressing in just below her pussy, circling around her sensitive lips, teasing and light.

The fucking thing was savouring her!

Ooohh-The creature's foreplay game was strong!

Against her wishes, her hips rose and fell, thighs quivering as she heard the creature sigh in contentment before-

'Ooooh!' Firestorm squeaked, bright blue eyes crossing as the curvy creature's tongue pressed between her pussy lips and an explosion of bliss went off between her legs as the purple tongue thrashed and lashed her cunt before pushing in, deep and eager.

'Hoo-haah-Faa-' She burbled, eyes fluttering as the thing rocked her world, her body immobilised by her position, the tongue seemed to reach every inch of her! She bucked and twitched, pussy gushing, splattering down on Purple who didn't seem to mind at all. In fact, she chuckled, throaty and rich and then with what sounded like an significant amount of effort, squeezed into the gap.

It seemed impossible, the laws of physiques didn't allow it but Purple flowed like some half solid, half liquid, her shiny black tits sucking in then filling out the gap as she crawled forward, growing closer and closer, her lips leering around the tongue that was still deep in her!

And driving deeper!

It seemed impossibly deep into her body and still pleasuring every inch of her.

Firestorm moaned loudly as she came, her legs going weak and causing her to slip down just as Purple reached her, planting her long, sharp talons across Firestorm's toned thighs and with a noise of pure relish, pressed her smooth face into Firestorm's gushing pussy.

Firestorm moaned again, her legs fully boneless as she sank onto Purple's eager tongue then going rigid again as her first orgasm didn't taper off but instead began to build instantly again into a whole new one.

Silence forgotten, she squealed loudly, gazing down in blissed horror as her pussy gushes and squirts around Purple's face. Her body quivers like a livewire and her eyes cross as a third orgasm, more powerful rocks her entire world, the time between them growing shorter and shorter.

Purple backs up just enough to shoot Firestorm a gloating smile before bolt of glowing energy shoots up from her tongue and into Firestorm and the woman squeals, body spasming madly as the energy shoots into her and sets off yet another orgasm.

Firestorm's thrashing arms slam against the floor above her but she's not focused on that, she's watching in astonishment as the purple energy moves beneath her skin, spreading out, mind bending pleasure following it wherever it went before shooting back towards her core where it coalesces, surrounding a new, glowing orange, amber light, dotted with blue, like a flame.

Purple let's out a satisfied noise at the appearance of it and dives in, her tongue working furiously. Somehow, Firestorm knows that the orange light is something deeply intimate to her and cries out in bliss as another orgasm rocks her as she feels Purple's long, glowing tongue wrap around the little ball of energy.

Instantly, her body goes rigid, bliss exploding from every inch of her skin as her Cutie Mark begins to blaze with warmth. Her ass tenses as the picture of a white hot flame above a zippo lighter begins to pulse and glow and then…begins to darken, growing more and more black.

Firestorm bucks and cums as Purple tries to tug that little core of orange light out of her but meets resistance. A tiny part of the woman desperate to keep a hold of that small little fire even as the warmth of her cutie mark begins to grow hotter, a boiling pleasure that begins to seep across her ass and thighs and up her back as her cutie mark, now pitch black begins to run and seep across her skin.

Suddenly, light blazes all around her as the floorboards above her are pried up and Firestorm squints at the harsh, artificial light.

Her eyes focus on the first thing she sees. A huge, thick cock, bigger than her forearm and attached to a giant of a man who is easily holding the entire section of floor on one shoulder while balancing a whole woman on his other, boulder like shoulder.

'Well Ah'll be~' The woman said the woman in a clipped, country accent, professional and crisp despite the twang as she leaned over, uncrossing her long, toned legs, exposing a belly bulging slightly with spunk and a well fucked cunt, streaming with man batter.

The source of which was obviously the giant's huge dong which was smeared with the woman's lipstick and leaking a steady stream of cream.

'Ya'll were right Mac, you did hear a rat!' The woman ran her long, green fingernails through short, only slightly mussed hair, cut in a slightly boyish fashion as she idly tweaked a thick nipple with her other hand.

She looked maybe nineteen or twenty, her body trim and fit but in the style of a gum bunny rather than a labourer. She had a trendy jade green nose piercing, matching the one in her clit. A golden tribal band, interlaced with green leaves and apples along with other, strange sigils was tattooed around one of her thighs.

She had other tattoos, the largest being a shoulder to hand sleeve tattoo of dozens of colours, showing Appletree's in blossom in a beautifully intricate and detailed web of ink. Her cutie mark was a Applepie, rich and delicious, the pie tin a bright platinum and gold leaf overlaid over the pie.

With the piercing, the short cropped blond white haircut, shaved at the sides, the tattoos and the general demanour, she gave off alternate punk vibes but her eyes were deep and calculating and she seemed totally unflapped by not only finding a criminal in her floorboards but a creature from another world sucking on said criminal's cunt.

'What should we do Granny?' The eight foot tall slab of muscle rumbles and "Granny" rolls her eyes, slapping the hunk's thick, trunk like neck lightly,

'Ah told you not too call me that Mac, Fuck~Ah' think we're past that now.'

'…Sorry…'

'It's fine.' The blond punk sighs, rolling her eyes, 'Just call me anything else other than that!'

'Okay…Slut.'

Granny's hair whips around, surprised at the response but is immediately silenced as Mac's huge arm comes up and slides a finger into the punk's pussy, the woman gripping into his huge forearm as she twitches. A surge of Mac's spunk leaks out as the blond twitches, her pussy squeezing.

'Aoooh! Mac you naughty boy, Ah-'

'I-Uooo-g-Guh-' Firestorm drools, interrupting, her arms grasping upwards to the two of them, eyes rolling as Purple tugs once more on that energy in her, prompting another orgasm and another surge of her corrupted Cutie Mark as it spreads to totally cover her legs, turning them into the same glossy material as Purple and the other Lustlings.

'Oh right.' The punk says, rocking her fingers on Mac's digits, 'Welp, 'Ah guess Rarity got another one. We should probably give ya a raise huh?' She said, leaning over to look down at Purple or…Rarity.

Rarity purred, a long tail lashing behind her before diving for Mac's dick. Mac easily grabs it, incredibly quick for his size, smearing it with the spunk that had leaked out of the blond woman's pussy. The tail opens up, forming a small, dripping opening that sucks in the spunk, causing Rarity to groan and giggle in pleasure, her tail fighting to escape and latch onto the huge shaft.

'Eynope-Got rounds. Come to me room after if ya still want.' He rumbled and Rarity whined in disappointment before retreating.

'Hang on, 'Ah think Sweetie is still up here. She likes to watch 'Bloom and Diamond get milked.' Granny says before whistling loudly and it's then that Firestorm notices the source of the machinery she had heard earlier.

Half a dozen woman are suspended from the ceiling, above massive milking/fucking machines. Huge suction cups massage and squeeze massive, milky tits, siphoning off gallons of glowing pink/white milk while below them, huge pistoning dildo's slam into their gushing pussies while foot long vibrators roar in assholes.

Straps hold each woman up, binding arms behind backs while supporting thick, plush bodies while big and hi-tech looking VR headsets beam directly into their minds.

Several thick tubes hang from the ceiling, sliding between their thick, drooling lips, pumping them with glowing, purple liquid and stifling their ecstatic moans.

It's from ontop of one of these tall,thick, milk cows, a redhead with a family resemblance to punk that another, Lustling stands from where it had been sitting cross legged.

'Sweetie Belle! Another one for you!'

Firestorm whimpers as the Lustling, this one with two tone hair crawls down the tubes and machinery before advancing with blinding speed on Firestorm and Rarity.

The two sister Lustling's caress each other before Sweetie Belle straddles Firestorm, shredding the woman's top and pressing their tits into one another, staring into Firestorm's eyes with glee.

'Best leave them to it Mac, You know they don't like being watched unless you're fucking them~'

'Eyup.'

With a final desperate cry that goes ignored, Mac replaces the section of floor, squashing Sweetie Belle even closer to Firestorm before Firestorm's cry is cut off as Sweetie Belle slides her tongue down Firestorm's throat, their lips crushing together as her hands began to roam and massage Firestorm's body, now totally coated in black film up to the neck!

Rarity tugs on the light again and Firestorm's pussy gushes, the confines of the hole growing even tighter as Firestorm's body begins to shift under the black layer. Her breasts twitch and tingle as they begin to rise, her petite body lengthening as she's remade. Her pussy plumps, growing even more sensitive under the black inky substance before turning a neon bright orange. She feels it slide into her asshole, remaking her body from the inside and she finds herself able to move with much more freedom as her flexibility increases.

She stops gagging around Sweetie Belle's tongue as her reflex vanishes, her throat becoming sensitive and orgasmic and she begins to shake, impossibly quickly, her pussy gushing nonstop as with one final tug, Rarity sucks out the ball of energy that made up Firestorm's soul.

Instantly, Firestorm's sense of self vanishes as the inky skin swoops up her neck and fully envelops her face and head. Her ass and thighs grow thick, her clit a bright orange nubbin of bliss as Firestorm's mind was subsumed and incorporated into the Lustling hive mind.

Rarity swallowed the ball of energy, her body fashioning it into something more…elegant…while the Sweetie Belle and the rest of the hive moaned and giggled in celebration as they welcomed the vivid recollections of Firestorm's life, several of inheriting a taste for pyromania and the expertise in arson that made up so much of the criminal's life.

Firestorm lay still, her curvy, ink black form motionless apart from an occasional orgasmic twitch until Rarity sighed in bliss as she finished converting the energy and moaned as a large, orange red fire opal emerged from her cunt.

She inspected it critically, licking the femcum from it before, apparently satisfied, she reached down and pressed it the space just above her new sister's pussy.

Instantly, the Lustling that had been Firestorm jerked and writhed as the stone attached itself, flooding the lost ling with the Hive's love, connecting her to all of her sister's and all the pleasure and love that came with them!

The new lustling giggled, thick, flame red hair sprouted from her scalp as she began to return Sweetie Belle's kiss in passionate earnest, the two sister's grinding against each other desperately as Rarity smiled and slid out of the whole, her proportions expanding back to her large, curvy form.

She did not like squeezing herself down like that. The pleasure was distracting.

Still. Another interloper dealt with.

She licked her lips, caressing her sister's and swatting at those that tried to follow her as she slid through the tunnel she knew led to Mac's room where she would lie in wait.

The rest of her sister's eagerly awaited their liason. She had not managed to out fuck him yet which was incredible in and of itself. Even Rarity's alien mind had started to wonder if they had bult Mac as a direct counter to keep her under control.

Not that any of them minded. They loved it in fact.

Smith grunted softly as she pulled her tight black pants on, a struggle given the snugness of them, her ripe, peach ass and the plug she had shoved up her ass but her toned arms managed barely. The painted on pants clung to her defined hips, the seam of the pants pushing into her plump pussy, her pierced clit squashed slightly in a very pleasurable way.

She took a moment to stretch the eighty nine year old loving her lithe, nineteen year old body, cupping her tight ass and perky tits and even tracing her myriad of colourful tattoos.

She shivered in bliss, barely remembering the trepidation she felt when Applejack had approached her with all this amazing gifts.

The fact that she now looked younger than her tall, powerful granddaughter and hunky grandson sent electric bolts of pleasure through her body as she slid on a matching black, sleeveless blouse, cut suggestively and accented in green, her firm tits pressing up over the low neckline, her tatted arms exposed before she leans down, bending at the waist to tie on a set of heavy, black boots.

She heard a shy little sound of approval behind her and looked over her shoulder, her short, blond hair cut boyish short and slicked back in a half professional and half butch style, the sides of her scalp buzzed down in a fade.

The cute, aqua haired fashion student that Smith had picked up after she and Mac had finished their rounds last night had woken up and seemed to be appreciating the view of Smith's leather clad ass.

What was her name again? Cookie? Cocoa??

The punk businesswoman had been pretty blasted by that point, Mac had ditched early to make sure the Lustling's didn't tear the house down.

Which she resented as the huge slab of stud was perfect for luring in sluts for Smith to then seduce. Still, it had sounded like Mac had still been going at it with Rarity when Smith had stumbled in with her cutie at four in the morning after leaving at about midnight.

Smith once more marvelled at how full of energy she was. How sharp her mind was despite only getting a few hours' sleep at most.

She didn't even have a hangover!

Coco(that was the name!) didn't look nearly as good. Groggy and bleary eyed but obviously well fucked given the dopey grin on her face as she focuses on Smith.

'H-Hey-' She said, blushing as she pulls the covers up to her chest as if Smith hadn't seen, licked and once or twice nibbled on every inch of that cutie's body.

'Hey yourself Sugercube, how ya feeling?'

'T-tired…Um-We really-I mean-I don't normally-I-'

'Shh-' Smith put a finger to Suri's lips, enjoying the way the blue haired cutie squeaked, her nipples growing hard,

'Just rest up Y'hear? Ya'll ain't as used to early rises as us farmers-'

'Oh! No No I am! It's okay, I wake up really early all the time to get ready for Ms Polimare's exhibitions and-Oh gosh! What day is it, I gotta go, I'll get out of your hair! Oh gosh! Oh-Mph!'

As much as Smith liked watching the shy and bashful babe squeak and shiver she much preferred it when it was because her tongue was buried in Coco's twat rather than due to social anxiety.

So she slipped her finger into Coco's mouth, cutting the woman off as she drew closer, sitting on the edge of the bed,

'Now, Ya'll just sit there and rest, fuck work, fuck Suri Polimare, ways I saw it last night, she ditched you to get off with that limp dick banker-'

To be fair, Smith had also been trying to get off with said banker (whose dick was not actually that limp at all!) but she had been doing it to get her pussy stuffed rather than Suri he was doing it because said banker was the treasurer of the Canterlot Fashion show.

Okay, Smith had been info gathering as well as trying to get her pussy stuffed but she had kinda blown it when she had got into a fist fight with one of Venomheart's sluts who had been totally overstepping her mark.

Oh well.

'-So ya'll just sit here and sleep it off, Ah'll have someone bring you something up to eat and you just have the day off.'

Smith began a very thorough and cozy procedure of tucking Coco back in which contrasted with her mean, punkish style but she had been doing this for decades now and took some enjoyment out of it.

That and she really wanted to have Coco still be here when she got off work so she could strap a dildo to the anxious girl and have her fuck her ass.

'Mmokay-' Coco said, snuggling back into the heavy sheets, eyes growing heavy as the exhaustion of the night overwhelmed her again, 'I really like your bed…' She said groggily, the tiredness loosening her lips,
'-Cosy, like my gram gram's house~'

Smith snorted, 'Ah'll let you rearrange it to something more "stylish" if ya want-'

'Mphhokay.'

'Right after you rearrange my insides tonight-' She purred, causing Coco to squeak eyes opening wide again before laughing, Smith kisses her on the lips and sways out of the room, leather clad hips swaying.

Smith strolled past Mac's door, pausing to knock on the doorframe and examine the carnage. The tall, voluptuous Lustling that was Rarity was splayed out ontop of the huge Big Mactintosh, her huge black tits squished against his unyielding chest, her thick ass high in the air, her glittering skin coated with spunk.

The two seemed fast asleep, Mac's huge tree trunk legs actually resting on the floor either side of his bed, twitching and tensing as Rarity's tail pumps and sucks on his huge, pillar of a dick. After a few moments, the sucking increases, the fleshy tail pumping madly before Mac groans loudly in his sleep and his huge balls clench, blasting a fat load into the awaiting tail, which quickly sucks it up for "distribution" to her sisters later.

Smith grins as she watches Rarity's already large ass grow larger, a thick paunch, complete with love handles had already formed from the spunk the Lustling had already obtained.

She decided to leave them to it, they weren't needed for this part anyway. She did take a photo however, her fingers quickly darting across the smart device that's functions and purpose would have eluded her a few months ago.

Now it was practically part of her.

A vital tool in the organisational powerhouse that she had become.

She strode into the kitchen and slapped Bab's Seed on her large, bronzed ass as she went by, stealing a thick, juicy apple, tinged with pink as she went past.

The short but thick MILF from Manehatten swiped at the punk as she went past, flour and cream splattering her massive tits, straining against her apron. She plants her hands on her hips, her beautiful face frowning as she purses her full lips.

'Ey, What's the big idea kid? Ya looking for a smack?' She said, giving Smith the stinkeye and waggling her baking spoon, causing her whole body to wobble.

Whoof, they had really done a number on Bab's, the combination of rich country food spliced with potent bimbo magic had caused nearly every inch of Babs other than her height to swell outwards. Her coppery red hair strained against the huge bouffant it was currently tied up in, her massive tits overflowed from the apron above a healthy and grabbable stomach.

A pair of bootyshorts were engulfed in her round ass, becoming a unwilling thong and her plump pussy was outlined by the apron.

The MILFY BBW was partially the punk's fault. She could have stopped at just a few apples and carefully sculpted Babs into a rough and tumble street bimbo but well…

Smith had been craving sweet baked goods and her new, young and rather impatient form could no longer be fucked to actually cook anything anymore.

So she had started feeding the fit, trim city girl some glowing, creamy cupcakes, then the juicy apple fritters then she had started jokingly calling the increasingly horny girl "mommy" and then it was only a matter of time before she was sucking whipped cream out of Bab's pussy!

Still, she was an excellent cook now. So much so that Applejack was wondering that with Pinkie Pie no longer peppy enough to work at Sugar Cube corner, if they could start seriously moving into the baked goods market.

'Aw don't be like that "Mommy!" I got a hot cutie upstairs that needs feeding!'

'Don't you call me Mommy, Ya old bat!' Her city twang was still noticeable, her "A's" and "R's" pure Manehatten,

'Yeah Yeah, Ah saw her, much too nice to be hanging around with you jamoke.'

'Hey!'

'I'll feed her, what you wanting? She looks nice as is, you want anything extra added to her breakfast?'

[Wasn't planning on choices for this epilogue and we might not even see the results but we want Bab's to add anything?]

A - Just bimbo magic. Personality stays the same but bimbo.
B - Nada, just eggs. Coco is fine as is.
C - Something a little bitter? Make her Punky like Smith
D - Something sour, Bitchy maybe? More in line with Suri?
E - Other?

[Hope people don't mind BBW Babs, I was trying to think of anyone else who could be there to make food/be a maid.]

'Just the good stuff today Sweetcheeks, 'Ah like her sweet and cute~' Smith says as she saunters out the door into the hot, summer sun.

'What did you call me?' Babs called after her, incredulous as she poured large amount of thick, glowing cream into her mixing bowl. Bab's shakes her head in frustration before clicking the setting on the vibrator stuffed in her twat up a notch.

'Kids these days, I tell ya…'

The short haired blond strode across the orchard, smiling at how large and heavy the apples were coming in this season. Each one was practically bursting with sweet, glowing juice. Each apple had a soft pink sheen to it. She stopped a few times to set a few things right, mainly the new barn they were building as the expanded their "operations."

Venomheart's training camp was constantly demanding a fresh influx of bimbo magic to pump into slavishly loyal, super stacked or stud'd heavies for the Hive, not to mention Treehugger's experiments and the Apple Family's own personal use.

She made sure that the work crew were kept topped up with chilled, refreshing applejuice and shook made sure to shake her tits "innocently" at the large, studly DILF the formely pudgy foreman had become.

She hadn't actually managed to get around to fucking him or any of his guys yet. There weren't enough hours in the day and despite it all, he seemed unreceptive to her casual attempts. She suspected it was due to the wedding ring on his finger. She could have him if she wanted but really she didn't mind letting Mrs Foreman enjoy her new hubby.

In fact, maybe when the work was done she could have Babs bake him and his wife a big apple pie.

She'd even deliver it herself.

To say thanks of course…

They'd done a good job she had to admit, despite it not being an "Apple Family TM" barn…

She walked on, enjoying the hot, vibrant smell of the orchard before stopping and frowning, darting between the trees as she sees two shapes obviously fucking in a shaded portion of the orchard.

That wasn't what bothered her. In fact, Treehugger had said that the explosive growth of the orchard was only being enhanced by all the Carnel acts happening in and below the orchard, the magic seeping into the trees.

Along with the enhanced formula, derived from Treehugger's plants and Apple acre's own products that workers were slathering across the trees had caused them to swell massively to the point that Applejack was angling for rezoning the orchard for more space.

Which was partially why Spoiled Milk and her "friends" in city hall had them by the balls.

Still that was getting fixed today.

Anyway, The formula had also, predictably had an effect on said workers, one or two of which were growing as big and as strong as the trees!

But, the two specific people that were fucking beneath one of the large trees, Smith had a problem with!

Well, one of them she had a problem with, the other was a gosh dang Apple and should know better!

Even if he was just visiting from Appleloosa!

Braeburn Apple's chestnut brown hair was slicked back against his head, his youthful face flushed and exhausted (although no less eager for it…) as a familiar and loathsome, strawberry vixen bounced on top of him, her face a leer of lust, dominance and triumph.

He still had his smart, button up shirt and jacket and although they were looking a little tighter, Braeburn hadn't been exposed to much magic yet obviously and still retained his trim and slim figure.

The exception to this of course, was his dick which was huge, thick, slathered in formula and stuffed deep into Strawberry Sunrise's tight pussy.

'Consarnit Ya slutty poacher! 'Ah told ya to stop scrumping round this parts!'

Strawberry Sunrise herself was another matter entirely. For a woman who supposedly hated apples, she'd obviously got a big dose of the farm's magic and had developed an intense taste for Apple dick.

Might explain how she had got so big.

Braeburn jumped and squirmed but it was obvious who was running this rodeo and the tall, jacked Strawberry gently pushed him back down and flipped Smith the finger, before cooing and shuddering as Braeburn erupted inside of her.

Consarnit, how was it right that this apple hating hussy seemed to suck up the magic like a sponge. She was one of the biggest 'gals on the orchard which would have been great if she actually worked on the farm instead of just jumping random male members of Smith's family and fucking them into a stupor.

Strawberry smiled beatifically, flexing her pale, muscled body, her huge tits wobbling as she bends over and gives Braeburn a surpisngly sweet kiss on the forehead,

'You're my favourite so far country boy~'

'Bwuh~' Braeburn replied as Strawberry slid off his dick and began to slip on a pale yellow microskirt, marked with little strawberries and grapes that barely covered her shelf of an ass. Her long, legs and thick, firm thighs were clad in garter and stocking, no panties, her cutie mark fully exposed.

She flung her long, fire engine red hair back as she slid on a revealing crop top, more of a boob tube with a lacy support that looped around her neck but hid nothing, not her fat nipples nor her acres of pale, freckled skin.

She took her time doing it as well, knowing that all Smith could do was stand there and watch. Strawberry was big and she'd need at least two of the other workers or Mac to actually turf this woman out.

Smith knew It would be fruitless though, as she would easily sneak back in.

The bitch was even snapping a selfie.

Maybe Smith could station only female workers around the perimeter…

Although…The way Strawberry was looking at Smith with a new, yet not unfamiliar look of curious lust as she sucked her fingers into her mouth, green eyes drinking in Smith's short, tight body meant that perhaps Strawberry wasn't 100% straight anymore.

'Go on, Git ya hussy!' Smith said, causing Strawberry to laugh musically,

'I'll be seeing you Smith~' The amazon slut said before hopping the tall fence with ease, her fit body making light work of the athletic challenge leaving only the smell of strawberries and cream in her wake.

Smith had got Braeburn into the hands of one of the other farmhands, Tealeaf.

A demure, raven haired bimbo with cute almond shaped eyes, a NBA player's height and abs you could cut yourself on. She had been a petite and cute foreign exchange student from Neighpon, now she was a giant and cute foreign exchange student whose thin, blossom patterned booty shorts did nothing to hide her cameltoe drooling as she took charge of the dazed Braeburn.

Still, she was in a better mood as she went to check on her niece and her husband.

Auntie and Uncle Orange were lounging on large, comfy deckchairs on the side of the lake that bordered the orchard. Applejack had invited them to talk about reestablishing connections between their two branches of the family but had been totally sidetracked by the whole Spoiled Rich fiasco and had tasked Smith to keep the comfortable.

Which she had done with efficiency and ease as the great PA that she was.

To be fair, it hadn't been difficult. It wasn't just the heady, magic filled atmosphere of the orchard, nor the copious amounts of bimbo food they had been eating but rather that the two just really needed a break away from Manehatten.

The two of them, the whole orange side of the family really, weren't a bad sort despite all their pomp and prissyness and Smith felt a twing of regret for her coolness to them over the past few years.

The hardest part had been stopping them from "helping". It had become apparent the city slickers were borderline workaholics mixed with a strict sense of Manehatten propriety and poilteness and kept trying to "chip in."

They had even gingerly, though sincerely offered to help doing actual labour on the farm although they had obviously been relivied to have been scooted off to go through the Apple Family accounts instead.

Which they had done an admittedly good job at. Smith had been trying to get through them but there was over a hundred years' worth of old logs that she had to get through and the Orange's had made a sizeable dent.

After that though, even the ever determined Orange's needed a break and so Smith had set them to sunning themselves by the side of the lake where they had been for the past few days, getting pampered and worked on.

Seville Orange looked up and gave her a cheery wave as the green haired man looked over his sunglasses at her.

'Oh, Miss Smith, It's good to see you again, I was just remarking to Clementine and Beignet here that views around your orchard are sooo much better than anything when have in the city, even Central Park pales in comparison!'

Of course, the views he was talking about could be the majestic looking waterfall on the other side of the lake or it could be the ebony skinned amazon kneeling between his legs, giving him the mother of all titjobs and slobbering over his fat dick as he drank apple juice.

As he sipped, he sighed in satisfaction and grew again, his colourful shirt, already burst open around his wide chest, strained again as his shoulders broadened and Beignet's hands furiously roamed over his defined sixpack, her tits squeezed between her arms as she slavishly throated his dick, eyes watering slightly the huge pole grew another inch or so between her black and white striped lips.

'Isn’t that right Beignet?'

Beignet took a deep breath as she slid of the cock, licking up it's length and jerking it as she rubbed it against her face, her thick, frizzy hair striped much like her lips,

'Oui.' She said softly before diving back onto Seville's dick who moaned softly, before recomposing himself and carrying on,

'Then again, I was just saying to Beignet her that the city does have its own sights. We've invited her and her brother to stay with us, maybe you could come as well? What do you think Clem dear?'

'H-HhnnggHhaaa~' Was Clementine's blissed out reply, leaking out from between her plump, glossy green lips along with a trail of drool as she grinned, pussy blasted by the huge, dark skinned titan slamming into her from behind, driving her face into the fabric of the chair.

Her wide hips bucked, large phat ass wobbling with every carefully timed thrust, her pussy gushing, leaking orange scented femcum while her thick, blond hair flew from its tall, maintained bun and fell around her body like a cloak, the multiple emerald brooches and clips in it unable to keep the sheer volume contained.

Her dainty hands, each one tipped with long, emerald fingernails groped and failed to contain her huge tits that squashed out from either side of the chair, swelling as bimbo magic collected around her. Tasteful golden bangs and bracelets glinted in the sun as Pomme d'amour, Beignet's brother pleasured her.

Her heavily made up face giggled and grinned, all sense of propertity vanished as she bit her lip, eyes wide and eager as she came hard!

'OOohhYeeeeeee!'

'Ah, She's busy, I'm sure she'll agree!' Seville remarked, eyeing his wife shuddering and squealing with fondness. 'Did you need something?'

'Eynope, Just here to check on ya. Ah'll get ya a refill and some more orange slices.'

'Oh, We're fine, don't worry about us, we'll just sit here and enjoy the view until we're summoned!'

'Again, Ah'm sorry about the delay-'

'Nothing to apologise for my dear! Why, we've had to deal with a fair few Tammany Hall types ourselves! We're fine here, aren't we dear?'

'Ffffuh-Fhhaaah~'

[Sorry for messing up the french names for Candy Apple and Fritter if I did, I put them through google translate.
Also, history lesson, Tammany hall was a horrible corrupt political institution in New York City which was essentially used by money men to buy political clout in New York before it was shuttered in 1809. Thank god that doesn't happen anymore!]

It was almost midday, past lunch by the time that Spoiled Rich finally deigned to grace the humble Sweet Apple Acres with her presence. She pulled up in a deep blue, almost black, luxury sedan and Smith had to resist the urge to roll her eyes at Nightmare Moon's flair as she stuffed one of Babs's almond swirls into her mouth.

Before standing from where she had been leaning causally on the front awning of the house and stepping down the steps beside her granddaughter.

Not that it was at all obvious that Smith was four times as old as the tall, beautiful woman standing next to her.

In fact, "Granny" Smith looked she could be Applejack's sister.

Her younger sister even.

Applejack stood taller than Smith, even without her tall, black and green heels and cut an intimidating but mouthwatering figure, practically poured into grey and black suit and skirt combo.

An immaculately tailored and fitted jacket hugged her defined stomach, shoving up her large, tanned breasts, her deep cleavage tight. Immaculate golden, ruby and jade embroidery depicted Appletree's and various plant like motifs. They helped to disguise the powerful magical sigils and enchantments weaved into the jacket.

They not only protected her, but also made her more attractive and more importantly more belivieble as the former Element of Honesty bent the truth around her fingers, infusing her words with truth while smoothing the suspicions of anyone she talked to.

Smith knew she also had the same arcane designs weaved into her stocking, garter and panties, not only to ensuring that she was protected fully but mainly because she liked the sensation of Gossamer's magic being so close to her sacred areas, pressing in on her pussy and ass.

She was wearing a beautiful silk shirt under her jacket, dark jade and cut to reveal as much of her massive, golden tits as was possible. Like the jacket, the sleeves were designed to be rolled up, ending in a flared yet still sharp cut just above her elbow, exposing her smooth forearms and a hint of firm bicep that her hands currently rested on, long, perfectly manicured nails tapping on her arms as she crossed them, watching the sedan roll up the estate.

Her long tresses, instead of hanging loose were tied up in large and incredibly intricate bun, bound and studded with rubies and emerald clips. The main emerald was a thick, softly glowing pink that Smith was sure (although she couldn't prove it) Applejack used to talk to Gossamer and vice versa.

Her trademark hat had been smartened up, the scuffs and blemishes that had made it so cherished had been expunged sat on her head in a meticulously placed angle, the leather darkened to an almost black.

Smith picked at her teeth with a toothpick, trying to dislodge a bit of almond and staring appreciativly at Applejack's large, perfect ass, contained snugly in a tight black and green pinstriped dress.

Her ass, meticulously sculpted and maintained, like the rest of her appearnce through hours of expensive work with the best experts in the field.

Well, hours of sucking them dry of all their knowledge and expertise, sometimes literally before washing it down with a carefully measured dose of milk from Applebloom.

Applejack was as voracious with acquiring knowledge as she was with acquiring wealth and sex.

Her mind was a steel trap powered by ambition and she only needed a few hours with the experts before she had surpassed them all.

Smith once more wondered if Gossamer had placed the Lustling hive beneath Sweet Apple Acres as a means of keeping an eye on Applejack who in the past few months had carved up the city's business interests so thoroughly…

'Stop that.' Applejack said, watching the sedan, her deep green eyes, clad behind fashionable and very pricy glasses were calculating and intense as the driver, Clear Lake, stepped out, her usual stripper gear exchanged for a very smart and very tight driver's uniform.

'H'What?' Smith said, still cleaning her teeth with the small length of wood, 'Looking at your ass or cleaning 'ma teeth?'

'Worrying.'

'Mph.' Smith said, flicking the tooth pick away and making sure her smart shirt and tight pants didn't have any crumbs on them before fully stepping up beside Applejack, running her hand through her short, blond hair as Clear Lake opened the rear door, letting a very different Spoiled Rich from what they were expecting step out of the back of the luxurious car.

'Huh, She's had work done…' Smith said quietly and a ghost of a smile quirked at the side of Applejack's plump lips before she stepped forward to shake Spoiled's own.

The purple haired MILF's face was gorgeous and beautifully made up, tasteful despite the amount of product on her face and although the woman was significantly shorter than Applejack, still radiated the same imposing yet alluring aura that Applejack did.

The short,wiry Applepunk also noticed the calculating gaze and fake smile that she returned matched Applejack's own in both ruthless cunning and faux sincerity.

What the fuck had Nightmare Moon done?

What had she turned their last remaining obstecle and buffed her to a point where she could be a serious contender to Sweet Apple Acre's efforts to gobble up the city?

Rivalries between the various factions were already beginning to form but they had remained "friendly" in nature. This was directly fucking over what Gossamer herself wanted to happen!

Applejack didn't seem the least bit worried however as she laughed with every sign of actual humour as Spoiled Rich told a joke that was far to witty and actually funny to have come from Spoiled Rich.

Unless her charisma and smarts had been unnaturally suped up by a crazy, midnight goddess of course!

'It's very good to see you Mrs Rich, 'Ah've been looking forward to your visit for quite some time, 'Ah gotta say you look amazing! Like a prized pie on a cold day.'

That wasn't…strictly untrue, Applejack had been looking forward to cornering Spoiled at the farm although…not this version of Spoiled. As for Spoiled looking hot.

Well, yeah.

The "Prized Pie" comment was laying it on a little thick. Applejack hadn't used many of her usual "countryisms" recently but Smith guessed she was playing up the hokey farmer role.

While standing in a several thousand dollar suit.

Spoiled's sly smile and the calculating glint in her eyes belied that she obviously wasn't buying it but did take the moment to slide her eyes up Applejack's huge chest, even leaning in to the handshake to cop a feel of the taller woman's firm arms.

'Why thank you Applejack, and please, It's Spoiled among us girls, or Miss Rich, it's better for business if people think I'm single~' She purred, squashing her own large tits, clad in a tight purple pantsuit into the younger woman's arm,

'And I must return the compliment, My love~' She drew out the words like honey and smoked caramel, leaning up and tucking a stray lock of Applejack's blond hair back behind her ear, returning it to the intricate bun, 'We've just come from The Eclipse and you're more beautiful than all the dancers and hussies they have there. Have you ever considered dancing there? I'm sure you would be excellent at it~' Spoiled cood, her tone sweet honeysuckle despite the jab hidden just under the surface, her thick ass and thighs strained beneath the purple bottoms she was wearing as she stood arched to better grope Applejack's arms.

Smith's eyebrow rose as she spotted the clear outline of a buttplug lodged up the woman's ass as Clear Lake strode up next to her.

'Smith.' The tall, pale woman said simply, her voice breathy as she held a black parasol above her head to shade her pale skin as the two of them stood far enough away to have a quiet conversation while still listening in.

Smith shuffled closer, under the guise of shading under the parasol herself as she hissed in a far less stoic tone than her opposite number in Luna's camp.

And on/off again fuckbuddy with Raven from Celestia's camp.

Despite the heat, her fuck around with Strawberry Sunrise, the increasing magic demands and this new horsepiss for the efficient yet overworked PA to deal with, Smith tried to get her grievance across as succinctly and diplomatically as possible,

'What the fuck is this fucking shit Clear?'

"Just watch Smith~' Clear breathed, a small smile quirking onto her face as she watched Applejack open the letter she had passed to her.

Smith just looked up her and scowled, shuffling into the shade of Clear's parasol and trying to keep up her irritated façade even as anticipation built in her.

As much as she disliked not knowing what was going on, she was eager to see what Clear and Nightmare Moon had done.

She even cracked a smile as Clear's free hand snaked into her tight pants, palming her ass discreetly.

Spoiled was still sniping as Applejack read the letter, her immaculate eyebrow quirked as her eyes slid across the words on the letter,

'I said, Applejack Pet, have you ever danced at The Eclipse? I mean, look at this body~' Spoiled cooed, sliding her hand down from Applejack's arm, down her waist and grazing her ass, rubbing her hand on Applejack's stocking clad thigh.

The pretense of decorum was swiftly fading in the blazing summer heat and Smith watched as beads of sweat formed on Spoiled's large breasts, sliding into her cleavage as she leered at Applejack hungrily,

Applejack just snorted, still not paying attention as she read the letter,

'No, have you?' She shot back smoothly and now it was Spoiled's turn to scoff,

'No! Of course not pet, I'm a upstanding member of the community! And I prefer a much more…Private place to entertain myself…' Spoiled tittered, stepping closer, one hand playing idly with Applejack's jacket as if fixing it, while the other hand, the one around Applejack's thigh slid upwards, under her skirt.

She smiled slyly as Applejack breathed out, finally looking at her as Spoiled's questing fingers find her smooth quim.

'And finally,welllll…Just like your farm, it's a truly tacky place but business is business…You take the pain with the pleasure.'

She enunciated the last word gleefully and Applejack tensed, biting her lip as Spoiled's finger curled inside her pussy and she took a half step back.

Spoiled followed, her fingers insistent as the older woman pushed Applejack back against the wall of the house and Applejack mewled, her powerful façade crumbling under Spoiled's expertise.

'Do you like pleasure Miss Applejack? I love it-Hahh…' Spoiled darts forward, trailing her tongue up Applejack's breasts before kissing up her neck.

Smith stepped forward as she watched Applejack quake, wet, eager noises coming from between her legs, a damp spot forming on her skirt but Clear Lake stops her with a hand on the shoulder,

'Wait-Just wait…' Clear breathed, eyes intent as she watched the exchange.

'Do you love pleasure Applejack? I can give you pleasure…if you give me everything…The farm, your contacts, your brother!'

'I-I love-I-' Applejack mewled then squealed, her tall body shaking as she presses into the shorter older woman, gasping and groaning

'Yesss?' Spoiled says, biting her lip, her eyes hungry and eager,

'I l-love…milk.' Applejack states, her voice instantly shifting from desperate and pleasured to confident and in control. She pushes Spoiled back slightly as the older woman frowns in confusion.

'Milk? What?'

'Sweet Milk.'

'Whaaa-' Spoiled goes cross eyed, her face going slack, her body twitching before she takes a deep breath in, eyes fluttering before refocusing back on Applejack although…

She seemed different, her posture seemed less assured and for once as far as Smith could remember, she didn't have her habitual sneer on her face. Her overbearing demeanour totally inverted, she seemed smaller as she looked around in confusion and trepidation.

'O-Oh…Oh-Um..Oh excuse me I seem to have had a bit of a moment! Um..A-Applejack isn’t it?' The new Spoiled said, stepping back and blushing as she tried and failed to keep her eyes off of Applejack's expanse of freckled boob!

'Oh! I'm..um…just here to pick up Diamond? I was told she was here?'

She tears her eyes away and smiles, a proper, sincere smile full of warmth,

'I am glad she is making new friends. She can be lonely at times you know how it is with kids! I heard you practically raised your sister!' She gives a beaming smile to Smith, apparently mistaking her for Applebloom, 'She looks like she's turned out very well! Goodness she's beautiful!'

Smith flinches back a bit under Spoiled's megawatt smile and finds herself blushing a bit at the unmistakable, honest sincerity in the older woman's words.

"Older Woman! You're twice as old as her Smith!"

This "Sweet" Milk was throwing Smith through a bit of a loop!

'Excuse me, where are my manners! I'm Mrs Rich, You know, Filthy's wife? I think you do business with him don't you? Oh,but you can call me Sweet!'

She holds out her hand then frowns in confusion as she stares at her glistening fingers, still slick with Applejack's juices.

Sweet Milk raised them to her face, her nose twitching as she takes a curious sniff then her eyes dilate and she jams the fingers between her plump lips.

She groans loudly, her thighs squashing together, her pussy gushing as she slurps on Applejack's femcum, twitching and sighing in bliss before the hand falls from her mouth which is now hanging open, her face blank.

Smith narrows her eyes in confusion before taking a step forward, standing next to Applejack, who was smiling widely now, her green eyes glittering with ideas as she runs her hand down Sweet's motionless body,

'Is she…Is she in some kind of trance?'

'Eyup. Aren't you Spoiled, or is it Sweet?'

'I am whatever you want me to be Mistress.'

'Perfect' Applejack said, unbuttoning the front of Spoiled's jacket and freeing her tits, groping and inspecting them with a critical eye, rather than a lustful one.

'But…Wait, there wasn't any command or anything, what was the trigger?'

'Her juices…' Spoiled answered, her voice slightly slurred with pleasure as Applejack clamps her ruby lips around Spoiled's nipple and begins to suck.

'If I-oooohhh-If I imbibe any amount of-Hah-juices from Mistress Applejack, or yourself, or any member of the Applefamily I will instantly drop into this open, trance like state-Ooooh!'

Applejack was squeezing hard on her right tit, her throat working hard before she broke off, a line of saliva connecting her lips to the hard, leaking nipple.

'Mmm-That's not bad~' Applejack smacks her lips, 'Not as good as your daughter though and not nearly as much in volume as Applebloom.'

Applejack steps back, wiping her lips with a gilt cloth embroidered with Apple patterns in gold and silver, looking over at Clear,

'No deal.'

'Deal?' Smith says, darting between the two of them and Applejack nods, holding up the letter,

'Yeah, Nightmare Moon wants Diamond and 'Bloom. For what I don't know, it says she wants Diamond for her new boytoy, Filthy Rich but I'm not sure…' Applejack pursing her lips in thought before addressing Clear,

'You can tell Nightmare Moon that I don't want to swap my two prize milkers for Spoiled, no matter how satisfying it may be. Those two have more magic in their tits than this one does in her entire body, despite what Nightmare Moon has done.'

Clear smiles a graceful and regal smile, her eyes glimmering slightly in the shade of the parasol,

'Ah~ My apologies Miss Applejack, but this is not the magic milker that my Mistress wants to trade. Or well, it is however there is another form if you would like to read the back of the letter?'

Applejack cocks her head then flips the letter, reading the writing on the back and raising her eyebrows in query,

'Honeyed Milk?'

'HnnngoooooH!' Spoiled lets out a loud guttural cry of bliss as her body is enveloped in blazing pink swirls of light, emanating from her breasts which swell to impossible proportions, encompassing her entire midriff before the rest of her body begins to catch up!

Spoiled bursts out of her clothes as she grows several feet taller! Towering over all of them now! She had to be over seven feet tall! Maybe eight! Maybe as tall as Venomheart! Her hair billows out around her thickening body, her soft thighs are nearly a big around as Smith's entire width and the small punk could use the giant woman's huge, jiggling ass as a mattress!

Despite her massive frame, her tits will still massive and Spoiled squealed as her nipple, each one as thick as a thumb gushed a pressurised gout of bright pink energy in pure liquid form. Her pussy spasmed and squirted but it was a pale trickle compared to the volume blasting out of Spoiled's beach ball sized tits!

Applejack had stepped back quickly in surprise and so avoided the splash zone but the entire front of the porch was coated, the wooden boards creaking under Spoiled's new mass, her head grazing the top of the porch.

It went on and on for several minutes, pink liquid flowing off the porch onto the ground infront of the house. Spoiled seemed to be caught in a jerking, writhing loop of pleasure. Everytime she looked like she was about to stop, another errant twitch would set her off and she would shoot another gallon or two of bimbo essence out her tits.

She drooled, moaning and sighing, her saliva pooling between her massive tits and by the time it was done, the huge cow was almost insensate, her massive ass squashing into the support beam of the stoop as she leaned back.

Smith's jaw hung open and even Applejack looked totally thrown, gaping at Clear as she stepped forward gently,
'And as impressive as that was…That was just the first few spurts…Hook a machine up to her and she'll go for hours. Or maybe you would prefer to milk her the old fashioned way?' Clear gave a coy little smile, a superior smile with a twinkling look in her pale grey green eyes.

Applejack blinked, recovering some on herself as she gingerly stepped over the pink, pulsing liquid and lightly drawing her finger up Spoiled's tit, scooping up some of the milk.

Even that, Despite how light the touch had been caused Spoiled to almost moo as more milk squirted out, splashing into Applejack's own cleavage.

Applejack tentatively tasted the milk and almost doubled over, her legs going weak as she moaned loudly, gripping onto Smith for support. Smith could feel the magic swirling around Applejack, felt it feed into herself where Applejack gripped her arm as she recomposed herself.

'You may need to dilute it a bit~' Clear said, still smiling softly and Applejack nodded,

'Yeah. Okay. Done. Hahhh~' Applejack trembled, eyes wide before she blinks and stands straighter, back in control,

'Deal. I assume, judging by Spoiled other commitments and the need for separate forms that we will only have her temporarily?'

'Yes. She has made herself quite vital in certain circles, which was why my Mistress decided to…have a talk with her…and come up with this solution. She will be attending meetings but she will be much more malluble even if she does not know it.'

Applejack nods, ideas already sparking in her eyes, 'Okay. Deal. Get her into the barn and unhook Applebloom and Diamond Tiara. One condition though, Applebloom still gets to visit. She is family after all.'

'I'm sure that can be arranged!' Clear said, still smiling as she shook Applejack's hand before the two of them glided into the house for a "celebratory drink" for a deal well done.

Leaving Smith to clean up the mess. One big 'ol MILF and gallons of pure bimbo magic soaking into the ground and the porch!

The old wood drank in the magic hungrily and Smith bit her lip as she watched the house creak and pulse, gorging itself on Bimbo energy.

Ehhh…There were gonna be some funny and very horny dreams tonight…

Fortunately she had Coco waiting in her room!

Venomheart breathed out as she curled the massive dumbell, her powerful bicep bunching, straining the sleeves of the black workout tee-shirt she was wearing. The black fabric appeared painted onto her massive form, her soccerball sized tits bulging from the neckline, her thick pierced nipples outlined and obvious. Every breath in caused the shirt to ride up, the bottom sliding past each glistening ab.

Her shorts were not much better, deep green with gold patterns, the hiked up her massive ass cheeks, each one a boulder of unyielding power while her cameltoe boiled with need.

Venomheart curled again, once more breathing out but this time it was more a frustrated sigh.

She felt so…confined!

Not just by her clothes but this human form.

As big and as strong and beautiful as it was, it paled in comparison to her beautiful, divine changeling form.

The fact she had to hide her trueform for the benefit of…of the human insects was galling.

She never used to think like this. A changeling who didn't feel as at home imitating and hiding was one that did not last long and yet…

Venomheart was no mere changeling. None of Gossamer's new hive were…

They were superior.

The Praetorian knew that Gossamer had implanted these thoughts in her mind, corrupted and twisted the old Honourheart until she was unrecognisable but she didn't care because the Queen was right.

Strength was power.

Strength and Cunning was power.

And power was so, so sweet.

Venomheart desired to unveil herself, to show everyone else in the gym her true form and to drink in their fear and adoration and lust but…

But she had a job to do, so she followed the rules.

Her own rules that she had commanded when the Queen had given her The Camp to run.

She ran her hand through her vibrant green mohawk, her beautiful face set in a look of contempt as she looked around her domain.

The Camp, along with The Farm and the Club is one of the central pillars of the new Canterlot.

The divey hotel where Venomheart had been remade had itself, been remade.

The place hadn't taken much doing to get a hold of, the previous owner had sold it for a song, and was now swimming in tits and ass at The Sister's club.

Venomheart had just wanted to break him but she was smart enough to know that a softer touch was better at times.

The entire bottom floor had been cleared, the walls knocked in to make room for a state of the art gym. The equipment and weights were massive and hardy, while still looking sleek and modern, even futuristic where Treehugger had weighed in on them.

Her magic sight wasn't as good as Gossamer's but even without it, the effects of the enchanted machines was clear to see if you were looking at it.

A blue haired older woman who, a week or so ago had an out of shape mom bod was now strutting on the crossfit machine, a perfect hourglass shape, long defined legs moving in controlled elegant motions as her toned thighs and firm ass swayed under a tiny sports dress.

She moved with the confident prowess of a lifetime athlete, despite not entering a gym until perhaps a month ago and her previously introverted demeanour was now anything but as she spoke loudly on the phone,

'Yeah Lollipop, I'm almost done here but I'll probably need another twenty minutes or so 'cos I gotta frig myself. Oh my god, You've got no idea how horny working out makes me-fuuuck-Maybe make that forty minutes! There's some fucking beef here today!'

The fit MILF practically slobbered as Deli Meat, one of Venomheart's first converts walked past. He was big, although he hadn't always been. A few months ago he had been a weedy little thing with a protruding Adam's Apple.

Venomheart had worked on him. Breaking him down then pumping him back up. Experimenting with brutal training regimes and various magic infused supplements and concoctions.

She'd felt a bit like Treehugger and Gossamer although she reckoned they had been much more gentle and subtle in their methods.

Now, he was a giant wall of a man, well over six feet tall and even bigger in his changeling form. His huge torso always at risk of bursting from the uniform poloshirt all gym employees had to wear while his shorts bulged tremendously around his package.

Venomheart had been surprised yet delighted at how much vaster he had grown when she had poured The Queen's Royal milk into his mouth then thrown him into the proving ring with the other candidates.

Not as much as his sister, Tender Meat, who he had come second to but Deli was actually a functioning member of the Hive whereas Tender was now a punishment Venom threatened on underperforming changelings.

Or as a challenge for her and Gilda when her rival come to visit and gloat.

Hive, it pissed Venomheart off how she was regularly beaten by a human, even an buffed one like Gilda.

But it was fun…working with her.

'Deli' Venomheart said telepathically, slipping into her changeling's mind with ease and she felt a rush of arousal and saw Deli's cock twitch at her mental touch.

'Yes Commander?' was his response, a wash of devotion and subservience carried along behind it.

'The curvy slut drooling over your ass behind you. Take her upstairs for a massage then fuck her brains out. Make sure you stretch her out and cum inside.'

'Yes Commander. Is she a candidate for adding to the hive?'

'Fuck no, dumb bitch spends most of her time taking selfies but I want to see how potent your spunk is and I'm considering adding a yoga studio to the place-'

As well as the gym, there were several rooms upstairs that functioned more like a health and beauty parlour.

Tanning beds, massage rooms, even the beginnings of a sauna. All of them magically infused of course.

There was also the "Staff Only" area in the basement where the real magic happened.

She wasn't sure how Yoga would fit into the arrangement but secretly, she had discovered it while researching and found that she quite enjoyed it on its own merit.

A great way to focus.

'-Also, you've impressed me and I want you rewarded.'

Deli shuddered, eyes fluttering as he almost came on the spot but retained control for his Commander's sake.

'Yes Commander. Also, you asked me to let you know when The Cakes and Twist girl arrived for their induction?'

'Good. Thank you Deli. Go do as I commanded.'

[What are we looking to happen to the two Cakes and Twist? Are we thinking bigger, smaller, meaner, sweeter. I've laid some groundwork with Tanning beds and Massage tables that could be fun, although a vigorous Gym Workout in the VIP.]

Venomheart nodded to herself as she studied the three new test subjects. Sunset Shimmer had pointed them out and with a little help from Pinkie Punk, Carrot Cake, Cup Cake and their brand new hire Twist had received vouchers for an all-expenses paid Health and Beauty Program, courtesy of Venomheart.

They were perfect candidates for the new tools and processes Venomheart had been working on upstairs. Mrs Cake was an attractive, if pudgy woman into her middle years, age and stress had drawn the first sign of wrinkles across her kind face and her pink, town tone hair had one or two grey hairs.

Mr Cake was lanky, all arms and legs and much like his wife, showed the signs of the worry and stress running a business as professional and as dedicated as Sugar Cube Corner. His orange hair hang lank and unlike his wife, had an underfed quality to him.

Twist was in the middleground, gawky and thick but in a decidedly unflattering manner. Although cute in a dorky, nerdy kind of way, her body was decidedly pear-shaped, with a flat chest but wide hips and a large ass.

They all looked varying degrees of awkward, surrounded by goddess and adonises and shrank back, awkward, as the stunningly attractive Surprise appeared in front of them, beaming a perky white smile, her bright yellow hair framing her full lips, button nose and purple eyes that matched her lip gloss.

'Hi! Welcome to Hardening Hearts Gym and Spa. You're the winners of our contest draw right?'

'Well we don't actually remember entering-' Mr Cake began before-

'Great!' Surprise bounced and bubbled, her huge mass of ivory tit flesh threatening to shoot clean out of her overstuffed polo, the bottom exposing clear underboob. The Cake's eyes followed her hypnotic tits, more out of awe than lust but Twist was staring through fogged up glasses at the tall woman's muscled navel and below where her thong rose high above her white shorts, the hunt of bright yellow pubes, trimmed but on full display!

Surprise tapped a clipboard, her nails painted a bright sunshine yellow just like her thick yellow hair which burst free from her hairband in a chaos of spikey yellow tufts.

'Welp! It seems you're down for a full workup! Please follow me!' She bent low, thrusting her ass out, her thick pussy squashed between her muscled thighs as she picked up a set of fluffy black gowns before bouncing up the stairs, herding the Cakes and Twist up into the spa section with an upbeat, energetic series of motions and a nonstop, rapid fire encouragements and banal smalltalk.

It was all an act. Surprise's ascension to Changeling, as well as Venomheart's vigorous, unrelenting training had stripped any kind of sunshine or cheerfulness from the athlete, leaving only cold, pragmatic efficiency.

For some reason the former Wondercolt insisted on the hyperactive affectation of her old self. The bright, bubbly and friendly chatterbox façade that the reborn changeling warrior used did set people at ease…or maybe it just didn't give people enough time to feel uncomfortable.

Still, it was odd that she leaned into the persona so hard when she seemed to view her old personality with such contempt, like most new changelings.

The everpresent subliminal signal that Venomheart broadcasted constantly from her powerful crest dulled the emotions and memories from the previous life, replacing it with dedication to the Hive and the reenforced the message that their previous lives as humans was merely a transitionary period, a caterpillar in a cocoon before they realised their destiny, and emerged a beautiful, better changeling.

'Commander.' Surprise's clipped, brusque report was at total odds to the simultaneous barrage of words she was throwing at their guests.

'We have the females down for the tanning booths. The Male down for a massage. Is that correct? Do you have any preferences for the procedure. The Farm and the Lab have both delivered a new variety of potions and technology respectively.'

[PLAN SO FAR.]

1.Mrs Cup Cake - Tanning bed.
2.Mr Carrot Cake - Massage

Twist - Tanning Bed

A) Big and Mean - Becomes a big, muscled bully bimbo/himbo
B) Big and Sweet - Becomes a giant, jacked, sweetie.
C) Small and mean - Becomes a short and curvy/dainty and delicate dom
D) Short and Sweet - Becomes a short, meek sexpot/doll.
E) Other

[This was as simple as I could make the choices without having loads of choice trees for each one of the three. I'm thinking the votes are laid like 1A,2C,1C indicating CupCake big and mean and Carrot and Twist being small and mean.]

[These are rough suggestions and if you have any others please suggest them!]

[Also feel free to describe to what level these changes, physical and mental are if you want. Cup and Twist are going to end up tanned as people seemed to like the Gyaro angle!]

[I think I may have used surprise for an earlier transformation actually other than the one with Zephyr way at the start. If I did please flag it up and oops, just pretend it was a doombot or something.

Venomheart finished her workout, her skin glistening with a faint sheen before she followed the group up the stairs. By this point, the three were naked apart from the comfortable black robes and Carrot was being lead away to the small massage parlour by a disguised changeling.

Surprise was gently coaxing the two women out of there robes, helped slightly by a little suggestive magic and magical incense that made them more docile and agreeable.

'There we go! It's okay ladies, we're all girls here-There we go, now we just have to apply the pre-tanning oil and our new base layer that'll really make your skin glow and help it look as natural as possible!'

It would essentially do the opposite, the tan looking anything but that wasn't the point of the lotion, just like the tanning beds, the actual tan was a side effect of the bimboing process itself but the beds were a good way of disguising Treehugger's modified infusion chamber.

The actual point of the lotion was to act as a hyper conductor for all the bimbo magic they were about to receive. They were always experimenting with alternate ways to get more bang for the magic they put in and this was the latest way they had of maximizing the fairly limited output of Treehugger's recreation of the MirrorTwilight's bimbo booth.

'I will help' Venomheart said bluntly, entering the room and standing between Twist and Mrs Cake, motioning for Twist to remove her gown.

'Oh!' Surprise said…surprised…Both in and out of character. It was rare that Venomheart took an active hand in these operations, preferring to command and dictate but this was something of a special case and Deli Meat was mostly likely draining his balls in a gym Milf at the moment so they were a little shortstaffed this shift.

'I will apply the spray for you Twist.' Venomheart stated, just as bluntly. She had no time for social niceties, she'd throw the two of them in the booth if she had too.

Although, that might skew the results of the test…

'Um, Okay-You're very big…' The curly haired redhead said, gulping as Venomheart shoots a spray of the glossy solution then encircled her entire calf in a massive hand as she rubbed it in.

'I know.' The large changeling said.

Surprise lets out a large, encouraging grin as she raises the silver and pink spray gun, a large glass container of glowing amber liquid affixed to the top of it.

'Ooh!' Cupcake jumped as Surprise slowly sprayed her calf, working up her leg, 'Sorry-It tickles a bit'

'Oh it'll do more than that Mrs Cake, It's made from all natural ingredients and is designed to soften and revitalise as well!

That part was true. It would revitalise. Even now, the cellulite in Cupcake's thighs began to vanish under the golden bronze coating, her large sagging ass began to firm up and tighten as Surprise moved around to the front, working industrially although she sprayed an industrial amount on her stomach, the paunch Mrs Cake had glazed totally, with rivulets of the solution running down and collecting between her legs.

'Haaah-' The older woman sighed, the warm, tingling bliss seeping into her pores and now her pussy. 'It really tingles…

'Don't worry, That's normal. Just enjoy the sensation!' Surprise said as her tongue flicked out involuntarily, the like forked changeling tongue lapping up the air, tasting the arousal on the air.

She would have to punish her subordinate for that lapse.

Venomheart sent a warning to be more discrete across the mental link and Surprise quickly hid the lapse. They needn't of worried though Mrs Cake was leaned back against the booth, legs spread and eyes dreamy.

Twist was experiencing the same sensations, squeezing her thighs together which of course only rubbed the sticky, golden lotion deeper into her sensitive areas, her clit throbbing and buzzing while Venomheart worked the spray deeper into her skin with a firm yet gentle hand.

Soon, their entire bodies were coated and Surprise handed the two woman a pair of small, tanning goggles, designed to fit only over their eyes.

'Here, You'll need these!'

Not that the tanning rays of THESE booths would damage anything but they were a good way to beam hypnotic images right into a subject's mind.

'Now we just gotta make sure you got an even coating of your head and neck, just relax then we'll have you in the booth!'

'Okkkaayy-Oooh' Mrs Cake gasped, looking at least a decade younger, her body twitching and shuddering as it tightened and tweaked hair and blemishes vanisihing.

'Thattsshth sounds good~' Twist sighed, a hint of a lipse returning to her speech as her clit twitches and swells.

The two were so blissed out and prepped that almost as soon as the goggles went on and the carefully calibrated series of images, symbols and patterns began playing they went into a nice, suggestable trance almost immediately.

'Huuhhh-'

'Gufuuugh…'

Both their mouths and pussies drooled as two Changeling's immediately and silently undisguised. Both of them sighed in relief as their confining, human form burned away.

Their changeling forms were bigger than their human ones, although Venomheart was massive, Twist barely coming up to the changeling Praetorian's glossy black twelve pack abdomen.

She looked down at Surprise, who came up to her beachball sized tits. The younger changeling warrior was already cringing internally at her mistake but as was expected, she stood resolute and stoic, awaiting her reprimand and punishment.

Anything else would have disgraced her.

'Your failure to maintain your disguise does not reflect well on you or me as your commander. We are not infiltrators but such a lapse is disgraceful for a changeling.'

'Yes My Commander.' The warrior agreed, her poofy yellow mane was, in her changeling form a shock of electric yellow hair that went down to her ass. Shaved on one side, it was jagged and windswept and matched her wicked yellow eyes.

Apart from the yellow and green rank and hive markings across her black glossy body, it was the only colour on her powerful form.

'Your leisure time is cut for the next week. It will be replaced by sparring.' Venomheart considered for a moment, 'Your orgasm allocation is also cut, once a day. That should teach you self-control.'

Although there was no outward change, apart from perhaps the tiniest tensing of the shoulders. Venomheart was so deep in her warriors minds and psyches that the tiniest spark of dismay and outrage at the orgasm limitation washed over Venomheart like a tsunami.

Venomheart's warriors ran hot.

The sparring would only make that worse, exertion and physical closeness, the thrill of domination (and the secret, taboo thrill of submission) mean that nearly all changeling sparring lead to a fuck session afterwards.

Chances are, if Surprise lost they still would but she would not be allowed to cum!

Surprise smothered the emotions immediately but it was too late and Venomheart sneered, her eyes hidden behind the giant, helmet like crest. Despite that her mocking and vindictive gaze still bored into Surprise.

'Oh? If that's how you feel. No orgasms at all and you must spar with human partners. I'm sure The Sister's at The Club will have some good stock for you to…"wrestle"…with.

This time, there was no emotion at all. Only subservience and loyalty. Either Surprise actually felt that way or she had hid her real emotions so well that Venomheart could not sense them.

Either were acceptable for a Changeling.

'Now get them in the booths. Give them a big dose. I will deal with the male.' Venomheart ordered, not even bothering to disguise herself. The top floor was locked down, being only available to normal people by appointment only, and then only after serious indoctrination on the gym floor below.

Even if someone did manage to get up, they wouldn't escape. Venomheart almost wished someone would try if only for the excitement but unlike The Club and The Farm, her reputation was spotless, almost pristine.

The worse she'd had was a mousy journalist come sniffing around after their opening. Surprise had given her a tour and she'd left with a Gold Gym Membership. Said journalist now spends her days instructing yoga and her nights bending her mouth-wateringly curvy and flexible body around a pole in The Club.

Speaking of Surprise, she had easily moved the tranced and tanned women into the booths, several flexible pads pressing into their bodies in key areas to keep them upright as well as stimulate the correct areas.

They were clear and malleable, not obstructing the dancing lights that would begin the transformation and bending around their soon to be growing bodies.

The Twist moaned as they pressed into each of her ass cheeks, another for her drooling pussy as well as both of her tits and her back. Cupcake mimics her as the same thing happens to her.

Surprise tapped the small touchpad that was linked to both booth, and sneered as their moans redoubled as each pad began to vibrate in a carefully programmed series of pulses to extract maximum pleasure.

She was horny, and frustrated and forbidden for cumming so her black fingers, each one capped with a electric yellow nail that matched her hair, eyes and pussy, stabbed vindictively as she ratcheted up the power.

Venomheart wanted them to get a big dose? Surprise would give them a big dose!

'Surprise Sluts.' Surprise spat, her long yellow tongue leering out as she commenced the program.

Immediately the booths buzzed loudly as the dark pink lights blazed to life. That noise however was totally eclipsed by the loud, guttural moans that escaped from Twist and Cupcake's lips as every inch of their skin was bathed in light and bliss.

Said lips immediately began to swell, thickening and tingling as they grew more sensitive, the actual pigmentation changing into a garish orange for Twist and a deep purple with a single cerulean stripe down the centre for CupCake.

Their tongues darted out madly, cunts squirting from the sheer sensation on their sensitive pillows but the glossy faux makeup didn't smear. Of course, it wasn't makeup any more, the two would never need makeup again as the light warped their very DNA.

The same thing was happening across their face and their entire bodies. The skin on their face altered giving them a complexion that would always look like a thick yet artfully applied coating of makeup. Deep blue and purple and orange coated their eyelids as their lashes extended, Twist gaining gold tipped extensions while Cupcake got a thick amount of shadow.

Their tongue's grew longer as they were hit by the light, squashing against their still plumping lips the light filling their throats as they gasped and panted, altering their throat to perfectly hilt any dick. Their breath would smell incredibly pleasant, almost overpoweringly so, for Cupcake, her breath, drool and lips would taste of thickly spiced and sweetened cakes and pastries while Twist's would smell of aniseed and mint and candy.

Their lips continued to swell, squashing together and forming a constant, beestung pouts as their voices became huskier as they began to grow.

And then the programming bult into the goggles kicked in, blasting into their wide open minds with no resistance whatsoever!

"POWER"
"DOMINANCE"
"CONFIDENCE"
"VANITY"
"BEAUTY"
"SLUT"
"HORNY"
"BULLY"
"THE STRONG SHOULD RULE THE WEAK"
"SLUT"
"OBEY VENOMHEART"
"HATE WEAKNESS"
"AROUSED BY WEAKNESS"
"AROUSED BY STRENGTH"

The goggles cycled through these words along with dozens of other images and arcane symbols faster than the human eye could recognise but the woman's minds definitely did!

The programming began to systematically turn the formerly bashful and polite women into a pair of loud, obnoxious sluts who just loved to throw their weight, power and beauty around!

'Ohhggghh yeahhhh~Sooo goooood!' Twist mewled as the short woman shot up a whole foot, and then another and then another half foot as her spindly limbs began to thicken with powerful, glistening muscles. Her arms popped and stretched, flexing and pulling against her restraints as her the nails on her hands lengthened, becoming bright orange fakes.

Her legs wobbled as her thighs pulsed outwards, competing with her ass for biggest and most unyielding and they strained against the gel restraints, as did her pussy which was now a massive, sucking monster.

Her tits inflated, jutting and perky they squashed into the wall of the pod, her massive nipples and wide areolae soaking in the light and Twist groaned, her washboard abs flexing, popping into existence as she grew fitter, stronger.

Despite that, Cupcake was faring far worse.

Or better, depending on your point of view.

The older woman's was massive. Taller than Twist or Sunset, almost as big as Gilda and most certainly wider! As well as her impossibly large muscles, her outrageous curves easily balanced them out, her street shaking ass and beachball sized tits still gave her an hourglass shape.

But that wasn't all, unlike Twist whose body was devoid of fat apart from her tits and ass, Cupcake's had been exaggerated.

She was thicker than a Sugercube corner milkshake.

Despite being an absolute juggernaught of feminine power, all of it was coated in a thick layer of jiggling, golden fluff. Her ass clapped and thundered, hit tits, nowhere near as perky as Twist's would reduce men to tears with their tear shaped tits.

She growled and groaned, the flexible pads falling away as she outgrew them and Surprise stepped back, surprised as the big woman began to outgrow the pod! Her pussy was exposed to the full light of the pod and if Twist's had been "greedy monster" then Cupcake's was a covetous dragon, full of avarice and totally without mercy.

Two tanned, massive, drooling lips framing a soaking twat, a clit the size of a thumb throbbed insensately.

The booth rocked as Cupcake spread her legs, gripping the small extendable arm the flexible pad was on and shoving it up her pussy, furiously fucking herself with the carbon fibre arm, long purple nails extending from her large yet delicate hand.

Her already gargantuan tits trembled once more then surged outwards once more, growing tighter and fuller as something hot, boiling hot and sooooo good began to fill her jugs as the lights danced around her huge nipples.

Her powerful arm flexed as she heaved her tit, mauling it with her spare hand, her fingers sinking deep into the full, sloshing tit before she shoves the nipple to her lips and-

'Gmmmhhhhhhhh~' She groaned, eyes rolling as sweet, thick milk gushed into her mouth. It tasted amazing and she guzzled it with gusto, she drank and drank, her stomach bulging outwards the more she sucked down.

Her abs warred with her thick stomach, forming a wide, muscle gut and both she and Twist moaned loudly, their faces shifting, any semblance of warmth or kindness being blasted away. Their cheekbones sat higher, their noses straightened and their eyebrows were professionally shaped. Cupcake had the counternace of a very hungry and skilful cougar, while Twist was a energetic and entirely tireless partygirl who always went home with a fuck.

The fake tan was baked into their bodies, once again changing the very pigmentation of their skins as every single hair follicle beneath their necks was zapped away, apart from a pair of trimmed, yet prominent tufts on their snatches.

Meanwhile, the hair on their heads exploded out, their natural colours deepening as it flowed down their powerful bodies like curtains. Blond streaks shoot through their natural hair colours, vibrant highlights that clash with their garishly bright hair.

The booths steamed with pinkish smoke as they began to cycle down, Cupcakes booth bulged dangerously whereas Twists's just vibrated.

'Huh.' Surprise said as the doors clicked then swung open, the scent of arousal mixing with the cloying sweet smells of candy and baked goods that emanated off the two tanned amazons as they sauntered confidently out of the booths, eyes glittering wickedly as they removed the goggles.

By the time the two woman were done "baking", Venomheart had already done a hell of a number on Carrot Cake. Even before she had walked into the massage parlour, the tall man was already dazed and pliable due to the thick cloying clouds of enchanted incense smoke lingering in the air.

Carrot was lying on the massage table, face down with a towel over his rear which Venomheart contemptiously snatched off and threw aside.

He was hers, every part of the man was hers to do with as she pleased and his pitiful attempt at modesty set a fire in her.

She didn't even disguise herself, even if the smoke hadn’t softened him up and cast him in a veil of apathy, her sheer physical presence of her giant, dominating form brooked no aurgument.

Carrot simply gaped at the black giantess, his thoughts shifting like molasses as he realised that something about the eight and a half foot tall, muscle bound changeling demigoddess wasn't right but unable to quite put his finger on what.

'A-Are you my massuse-Mphp!'

Carrot's words were cut off as his head was gripped in a large black hand and his face was shoved into Venomheart's puffy black pussy. Her huge, multifaceted wings burst open and enveloped the smaller man. Carrot Cake went practically wall eyed as he was drawn into the incredible shifting patterns on the wings, the hypnotic buzzing filling his ears while the scent and taste of Venomheart's cunt filled his mouth and nostrils.

CarrotCake jerked and writhed in her grip as every single one of his senses was dominated, totally awash with pure Venomheart. He moaned into her pussy, his head tiny between her huge legs. His cock was hard as iron, leaking pre-cum.

Her green lips curled into a sneer. She wasn't even exerting a fraction of her full power and this pathetic human's mind was already hers. Totally open for her commands as he humped the bed, cock twitching and jerking as he was about to-

'Don't cum' She ordered as she let him drop, face smeared with her juices, eyes a dull, glazed green. She hadn't even spoken the words, simply transmitted them into his mind and Carrot whined as the words became immutable, his orgasm halting just before its peak!

'Huaah~Goghh-Pllease-'

'Be silent.'

Instantly, Carrot's mouth closed, his mewling ceased. He was totally silent apart from his heavy, ragged breathing.

A wicked grin tried to force its way onto Venomheart's face, sharp teeth showing before she recomposed herself, moving over to gather up various oils and creams from around the parlour.

She loved dominating men. Strong men, Weak men. Big or Small.

Ever since she had ascended. Ever since Gossamer had forced the helmet onto her head and had her take Flash Sentry the kink had cemented itself in her very soul.

Making them bigger, smaller, meeker, bolder she loved it all. To take a man and empty out his mind and fill it with whatever she wanted.

And it was so easy to exert her will with the blessing's that Gossamer had visited upon her.

The thought of how she had been, strong and skilled but so weak. Beholden to what others and her own code of honour had demanded of her.

She hated the memories of it as much as she adored what she had become under Gossamer.

Sometimes, she had the other changelings impersonate Honourheart just so Venomheart could roleplay corrupting herself, breaking herself down and fucking herself!

She loved it. She loved Gossamer and She loved what Gossamer had done to her.

Even though she knew that Gossamer had made it so Venomheart loved being transformed by Gossamer.

She loved that she could feel her Queen in her mind, whispering to her, tweaking her even now. Making her calmer, angrier, hornier. Venomheart was pretty sure Gossamer was implanting or removing memories from her head as well and the thought made her gush!

A soft panting brought her back to reality as Carrot Cake ground himself against the massage table.

Gossamer set her collection of oils and creams down and placed her hand on Carrot's back, shoving him down and holding him there with barely any effort.

'You will accept everything I say as truth.' She stated, 'Total Truth. You will immediately disregard anything you think contradicts my truth as a lie. Only my truth is real, everything else is ephemeral.'

Her words easily sunk into his open, obedient mind and he nodded furiously and Venomheart smirked as she removed her hand and began to open the jars of enchanted oils.

'You are mine. Mind and Body. Totally and without dispute.' She said, matter of fact as she squirted a thick dollop of glowing pink oil onto his back and began to gently but firmly rub it across his body.

Meanwhile, the area just above her massive ass glowed as a thick tail began to emerge, unlike a pony's it was not fibrious, more like Sunset's demonic tail however instead of being forked, it had a fat, tube like sucker on the end.

It snaked through a hole in the bottom of the massage table and glomped onto Carrot's cock. The fleshy fuck hole tightened , the flexible flesh moulding itself to Carrot's dick in a vice like grip, the hot, wet inner walls sucking on his shaft.

'Hnnnng!' Carrot drooled, eyes crossing at the incredibly sensation as well as the new truth that Venomheart so casually shoved into his mind.

Any semblance of self-determination or freewill was shoved down. Any autonomy he felt he had vanished or was quashed as the expanding truth dominated his mind

[All I got for now, this good? Going quite direct with Venomheart's transformation of Carrot here. Very little devices or spells, just pure, dominating will.]

'You won't resist any changes I make to you.' Venomheart purred, fingers sinking into Carrot's softening flesh as the creams and ointments went to work. She pushed into his back and then dragged her hands apart, and felt decades worth of tension pop out of his spine and lower back while his faint, orange body hair disappeared under her hands.

His body writhed at her exquisite touch, the impossibly tight hold her sucking tail had on Carrot's dick yanked him back down.

'You can't resist any changes. You're mine after all. You can’t stop me changing your mind and body because they do not belong to you. They belong to me.'

She punctuated the last word by gripping his thighs and squeezing them, feeling them swell with soft plush flesh even as his already long legs grew longer, while slimming down, becoming more delicate and willowy.

She had enough short fuckbois. She wanted to experiment with a taller one. She grinned a sharp smile, watching Carrot's feet shrink and become dainty before she grips her ass.

'I just let you borrow my property from time to time.' She croons, feeling Carrot's ass rise like a hot, fresh loaf of bread.

'I let you strut around, playing husband, running your little bakery with your little wife-'

Carrot moans as he thinks of Cupcake, his voice pitching higher as his smooth, soft skin glows, his face growing softer, prettier, almost elfin.

'-but if I told your mind to forget everything about her. Everything that doesn't fit with the slut that comes out of that tanning booth-'

Carrot's eyes roll madly as every single interaction he's had with his Cupcake since he's known her just pops out of his mind, leaving a gap that can only be filled with the big, tanned bitch that's walking up the hallway right now.

'Hguuhh-Fahhh-' The tall, pretty man uttered words long having failed him as the scent of sugar and whipped cream floats up the corridor towards him as Venom's clawed hand gently carress his balls.

'And if I told these balls, and this cock, that I wanted them bigger-'

'Oooooooh!' Carrot mewled as his body reacted before he could even fathom, his smooth balls churning in Venom's hand as they swell into her tight grip.

'-Bigger-'

She does not adjust her grip for the growing balls and they bulge through her fingers. Likewise, her tail does not budge, making Carrot's growing dong fight for every inch in the vice like confines.

'Bigger!'

His taller size means that she can go overboard with his dick a bit without it looking out of proportion and she groans as he girths inside of her sensetive tail, every single pulsing vein on his shaft it outlined by her stretchy tail. His balls however. They're going to show up unless he wears the loosest of pants and Venomheart can feel them pulse eagerly in her hand.

In fact, they seem to be pulsing bigger with every tremoring footfall of the approaching Cupcake.

When she finally releases them, the spring forth, resting heavy and full on the table, glowing softly as the door flies open and Cupcake strides in, Twist just behind her.

They're covered in dozens of tacky golden chains, bands and bangles, Cupcake wearing a deep purple leopard print bodyglove that starts just above her ankle, hugging her huge legs and clinging to her ass and thick pussy. It bulges out slightly around her muscly paunch but all that does is pull the plunging neckline down even further.

More of her massive, tanned tits are visible than not and her turgid nipples are the only thing stopping it from fully springing open. The V collar is even deeper on the rear, going straight from her shoulders down to her huge dumptruck of an ass. Her arms are also covered by the bodyglove, right down to her wrists which jingle as the numerous golden bangles she has tinkle together.

Instantly, the wife sized hole in Carrot's memory was filled to bursting with this upgraded version, the kind, warm and modest woman he had fallen in love was replaced entirely by the massive, hungry cougar in front of him.

He came.

He came hard.

The influx of new, lewd memories of his incredibly slutty wife as well as the sight of her sent him over the edge and he erupted inside of Venomheart's tight hole.

He bucked and writhed, back arching and tongue lolling out as he jizzed out any sense or connection to his previous life. Venomheart groaned, her tail bulging before she sucked it up, sucking it into her body. She felt the love he had for the old Cupcake and drank in the rush of emotions, memories and spunk with greedy pleasure.

Cupcake grinned wickedly, gently caressing Carrot's twitching cumface while Twist simply pointed and cackled gleefully at the pretty man's outrageous O-Face.

She was much the same as Cupcake, however she wore a normal coloured leopard print leotard, hitched high into her slutty box, her ass and thighs covered by a bright white vinyl miniskirt.

She leered at Carrot through her expensive, designer glasses and sucked hard on a lollipop, eager to get home and feel her meek boss's fat cock in her cunt and her far less meek boss's cunt on her face.

'Oh Carrot~' Cupcake says, her voice husky and mocking, 'I leave you alone for twenty minutes and you've stuck your slutty cock in the first available hole.'

Carrot mewls and jerks, spasming on the table as Venomheart's tail sucks his already spent dick ruthlessly, demanding more cum.

'It's not hit dick.' Venomheart says coldly, even as her own pussy leaks, 'It's mine. And so are you. Don't forget that.'

The two arrogant Gyaru's faces go slack, eyes glazing as the programming takes over for a moment, their owner's words sinking into their mind before they regain their confident composure, blinking as if nothing had happened.

'Well, Twist, mind taking hubby home? I've got a stint at The Club and tonight is high rollers night.' She leers and winks at Twist, 'Mama's gonna get herself a diamond clit piercing!'

'Yes Miss Cake~' Twist says eagerly, her lisp exaggerated by her new thick, glossy lips. Venomheart's tail pops off his dick, the enhanced organ bigger than his forearm and at least as thick. Twist grips it joyfully as she slings him over her shoulder, his face pressed against her firm ass.

'Clothes-Mmuh clothes-' Carrot squeaks as Twist parades him through the gym and out into the very public street totally naked. Twist only laughs and swats his jiggly ass, prompting a moan and a thick spurt of pre as his balls immediately begin to refill.

Venomheart watches from the top floor window of the gym, her teeth bared in an evil grin as she watches them go, watches Cupcake saunter down the street on impossibly tall heels, huge ass swaying.

She sees the fruits of The Hive's labours. For every two or three normal people, there was one bimbofied bombshell, musclebound amazon, desperate femboi or eager stud.

Even the unchanged people were showing the effects of The Hive's influence.

Cock's were hard, pussies were wet, people were dressing far more daringly and daydreams and thoughts inevitably turned to sex and fucking.

The combined power of The Hive, The Gym and The Club formed a triangle, containing almost the entire city in a huge, ritual shape devised by Sunset, Gossamer and Treehugger.

With The School in the very centre.

With Gossamer at the very centre.

A thick pink and green haze settled over the city.

Gossamer was everywhere.

[Gonna stick to third person for the epilogue, might jump back to second if it's thematically appropriate)

Twilight Sparkle, Princess of the Friendship, Hero of Equestria resisted the urge to sigh deeply and instead merely clenched her jaw as she reached the under of the neatly compiled report.

As a point of fact, she did more than simply resist the urge to sigh.

She also resisted the urge to explode, dive across the modest if tasteful desk of Canterlot High's new Head Mistress and grab Gossamer Wing by the throat for what she had done to the school, the city and most of all her friends.

It didn't help Twilight's mood that the report, penned in Gossamer's own neat handwriting, detailing everything that had happened since she arrived, and everything that she had done and was aware of, was written really well.

It galled and perplexed the studious, academic and detail orientated Princess that such a vile enemy had not only supplied her every single detail of what had occurred here, but had also indexed, cited and catalogued it so well.

Twilight herself could not have done better as far as report writing went.

It even had collaborating passages and statements from the likes of Sunset, Applejack, Daybre-Celestia and Luna as well as almost everyone else!

Heck, from what Twilight could tell, Gossamer had everyone in her sphere draw up their own reports as homework!

She had even referenced some of Twilight's OWN academic publications (complete with credit of course…) when positing on the exact nature of this new…"Bimbo" magic…

It was…extensive, cohesive and the prose was incredibly compelling!

This report was a joy for the academic in Twilight to read and digest.

It was so infuriating.

'Well?'

It was the first word the stunningly attractive woman with the ivory skin and green eyes had said since Twilight had started reading.

Twilight had a hard time looking at her, not just because the young MILF pale green hair, streaked with pastel colours reminded her a bit too much of Princess Celestia, nor because the aforementioned green eyes would flicker through similar glowing colours in a alluringly hypnotic pattern.

No, mainly it was because Gossamer Wing was incredibly hot and her pussy heated when she focused too much on those full, green lips and large, creamy jugs-

'Mph.' Twilight made a non-committal noise and used it to mask a frustrated grunt as she shifted in the chair, rubbing her smooth thighs together and trying to ignore how hot and sticky she felt between her legs.

There was a pause and Twilight's ears heated as she heard Sunset snigger behind her. Twilight had the sinking suspicion that the almost seven foot tall bombshell that Sunset had become, knew exactly how "frustrated" Twilight was right now.

That was another thing.

Sunset, despite it all was still recognisable as Twilight's friend, despite the fact Twilight knew how much both Sunset's mind and priorities had been changed.

Everyone, Sunset and Gossamer had been pretty, in fact, extremely upfront with what their motivations were.

Mainly because the majority of those priorities seemed to be "get into Twilight Sparkle's panties."

And that wasn't even getting into the physical changes! Sunset in her human form was bad enough but uncovered, in all her demonic glory?

Twilight had almost blasted Sunset (perhaps a bit presumptuously, Twilight would admit) as soon as she first saw the corrupted Sunset.

The only thing that had stopped her was the fact that the giant, curvy demoness had been riding Flash Sentry very enthusiastically and had obviously not seen Twilight enter the library.

The library!

Was nothing sacred?

The memory made Twilight's nipples hard and she felt tingling between her legs and Twilight knew it wasn't just arousal.

'Wing.' Twilight said coldly, her expression flat. despite the heat rising in her cheeks and her nethers, 'You're doing it again.'

'Oh!' Gossamer blinked, then blushed, her delicate fingers fidgeting with a pen.

(Not The Pen, Thank Celestia. Twilight was glad that even Gossamer wasn't mad enough to follow Starveheart's lead.)

'Sorry. It's um…not me. You can call me Gossamer by the way, Anyway-uh-It's Not all me. I'm trying to tamp down on the latent bimbo magic-'

'Try harder.' Twilight said frostily, 'Don't attempt to shift blame here by blaming "latent magic." This whole magical situation, by your own words-' Twilight slaps the paper she's holding, '-you've been doing nothing but pouring fuel onto this magical forest fire. It is almost all you.'

Twilight almost snorted when Wing had the gall to look crestfallen but the Princess was a bit beyond guilt for faux pas at the moment.

She really did not have the patience for the big boobed tyrant.

Despite her academic proficiency

Stars! This paper was well written! And Gossamer had wasted no time in gushing (figuratively) over Twilight's own academic achievements.

She had not expected the ruiner of all of her human friends to be such a big dork.

Or such a Twilight Sparkle fangirl…

Guh.

Her skirt's just crawled up another few inches and judging by how "breezy" it is down there, her panties are slowly getting more skimpy.

Despite it all, she did have reason to believe that she'd be much more effected by the fog of Bimbo Magic if it weren't for Gossamer Wing holding it back.

She could feel it pressing in on her.

'So what do you think?' Gossamer said nervously, still fidgeting, her long green nails, perfectly manicured, flashing in the setting sunlight shining in through the window behind Gossamer.

Twilight sets the paper down sharply, frowning at Gossamer, crossing her legs and trying to ignore how wet she was down there.

'What I think is you need to undo all of this. Starting now.'

Gossamer stared for a moment, sighed and then steepled her fingers in front of the creamy expanse of tits, barely held in by a revealing black jacket and deep green blouse.

'You know I can't do that. The Bimbo magic is too ingrained now, too powerful, too suffused within Canterlot and its people.'

'And whose fault is that?' Twilight exploded suddenly, standing and slamming her hands on the table, her magic crackled around her and she bit her lip, groaning suddenly as the Bimbo magic rushed to her like lightning to a rod.

Twilight focused, batting away the magic's attempt to make her grow a couple of cup sizes however she was pretty sure her hair had grown a few inches, taking on an all-natural, glossier sheen that Rarity would have envied.

Her world's Rarity of course, the one that Gossamer had not turned into some kind of Changeling/Bimbo /sexpot hybrid.

She sits down, pinching the bridge of her nose as Gossamer leans forward, her hair swirling behind her,

'I didn't have a choice. At the time, the magic was increasing due to the efforts of Mirror Versions of yourself and Sunset dumping huge quantities of magic into Canterlot. I made a choice to harness that, and the people it had changed for my benefit, and the benefit of the city. The magic was already reaching a critical mass.' Gossamer said, tapping various accounts proving her claims with a jade nail.

'It was going to be harnessed by either myself, or Starveheart and, need I remind you, unlike Starveheart, I don't have ambitions to conquer the world, this one OR Equestria.'

'So you say-' Twilight snapped back, 'I only have your word on that, and the words of your mind controlled minions-'

She jerks her thumb at Sunset, who is still leaning against the door, legs partially spread.

'Hey!' She straightens up, looking hurt, but Twilight keeps going,

'-who aren't exactly good sources of unbiased info are they?' Twilight cocks her head and Gossamer merely shrugs. 'Even these, admittedly well written reports-'

Gossamer perks up, preening slightly at the compliment,

'-could quite easily be falsified, despite all your assurance. If you have no intentions towards expansion, WHY are you still fuelling the magic? WHY have you set up SEVERAL dedicated sites with the SOLE intention of creating MORE bimbos, MORE magic, MORE soldiers? NONE of this points to good intentions.'

She shoves the stack of papers back towards the Principal,

'I have ZERO reason to believe you. In anything, in your lack of ill intent towards Equestria, to your "lack of choice" regarding seizing power like you have, or even that you really are limiting the effects of the magic rather than exacerbating them. You haven't even provided a good reason why you have even done this!'

Twilight glares, her purple eyes like flint, her voice like ice,

'You will reverse everything you have done, give me back my friends and stop all of your plans.'

She leaned forward,

'Or I will stop you.'

Gossamer looked sheepish for a moment, her lips pursed before suddenly laughing, one hand pressed to her lips, the other to her large chest.

Said large chest, Twilight could not help but notice, contained a lot of movement as the Changeling laughed musically, her eyes strobing softly.

Twilight's expression hardens even more and the air crackles around her, even the Bimbo magic shying back rather than approaching this time.

Gossamer does stop laughing, mostly, trying to rein in her giggles,

'I'm sorry Princess! I really am, I'm not laughing at you! Just the situation!' She does a very indecorous little snort, still giggling, fingers pressed to her green glossy lips.

'It's just I never dreamed of even having your autograph, let alone being one of your Rogues Gallery! It's quite flattering~'

The new Principal of Canterlot High leaned back, crossing one of her long, stocking'd leg over the other, tall green heels bobbing as she adjusts her jade trimmed black skirt, unmollified by Twilight's explicit threat.

'Okay Princess. That's a fair assessment and a fair warning' She taps her nails on the desk again, 'Despite all the accounts and my A Star! grade report, I haven't given you much hard evidence.

Suddenly, Gossamer grins wickedly, her eyes flashing and Twilight, with the honed senses of a multiple time hero, shoots to her feet, magic blazing.

'Maybe you need a first-hand account.'

Twilight was already casting, she'd prewarded herself before she set foot in the school. She wasn't an idiot, she knew that walking into the pre prepared lair of a caster as formidable as Gossamer must have been was extremely dangerous.

However, she was an Alicorn, possessed of immense power and all the skill and learning of a Master Magus. She'd covered herself in defence spells and wards-

Flash!

'Ohhhhhh fuuuucccckkk mmmmeeeeee!' Twilight squealed, groping her massive, silicon filled tits as her gushing pussy was stuffed with cock. Her long, ass length big tails bounced and whipped, her plump, purple lips gaping as she came.

'Hnnnnggggyeeaahh!'

Said lips then curled into a wicked smile as she came down, her thick thighs, tattooed with arcane symbols and complex math equations from ankle to cunt trembled in the post orgasmic haze.

Her hand came down, shoved between her legs to squeeze the fat dick slowly rocking back and forth into her tight dripping cunt.

'Keep going. Keep going, Grab my wings~Hahhh-Yeah, like that….'

Twlight melted, toes curling in their thigh high heels as strong hands groped and massaged her large, purple wings.

'Guh, My horn is throbbing~' Twilight slurred, eyes crossing as pleasure blazed from her forehead as her long, purple horn oozed a glowing purple liquid.

'Yes…Mine does that as well sometimes. We think it might be due to an oversaturation of Bimbo Magic in Changeling's that does it…Well, good to know it affects Unicorns as well…It does feel good though doesn't it?'

Gossamer was suddenly standing in front of Twlight, still fully clothed but now Twilight was practically drooling at how tight and revealing the clinging black skirt, blouse and jacket were.

'Yeeah~' Twilight breathed, leering at Gossamer's tits, grinding against the unseen stud's fat cock, one arm reaching up to loop around his thick neck, the other still gripping his dick as it slid back and forth into her cunt.

'Soooo fucking good!' She giggled, the purple goo oozing between her eyes.

'Here, let me help you with that.' Gossamer purred, leaning forward and extending her long, green tongue, pressing it between Twilight's eyes where the purple liquid was before slowly trailing it upwards, up her forehead and then up her horn-

'Oooohhh Ceeellleeesstiiiaaaaaa!' Twilight moaned, her pitch getting higher and higher as Gossamer's tongue trailed up her sensetive horn, encircling it with it's long, green length.

Twilight bucked madly on the cock, cumming again and again, pussy gushing as-

Poof!

Dusk Shine pounded into the wildly bucking slut, his massive cock stretching Twilight Sparkles tight, alicorn pussy as he wrangles her madly flapping wings.

This was always the problem with fucking Pegasi or Griffons, their wings always went mental when they started to cum.

Still, Dusk Shine had fucked a few-

Poof!

-more than a few-

Flash!

-Lots-

Nope!

-fucking loads of winged sluts and he had a very good technique.

Pushing Twilight down against the large desk, her fat tits squashing out either side of her slim body, he presses his fingers firmly into the base of Twilight's wings, where they meet her back and begins rubbing in small, swift motions.

He leans back with a practiced motion as the Alicorn's wings spread out, fully straight and rigid, Twilight's entire body tensing as Dusk perfectly plays her body.

'Ooohhhhhh!' Twilight squeals, pussy clamping on Dusk's cock, her thick, jiggling ass bouncing with every impact of Dusk's powerful hips.

There was a certain amount of satisfaction that rose in Dusk's broad, muscled chest as he easily made his doppleganger squeal like a slut.

Like solving a maths problem or helping one of the girl's out with a problem they'd been having.

Although, it seemed as if a lot of his friend's problems these days seemed to involve not having not having Dusk's huge, Alicorn cock stuffing their cunts.

It had only got worse since he became an Alicorn and he'd bulked massively almost overnight. He'd gone from bookish nerdy unicorn to ultrahung Alicorn stud.

Dusk still wasn't sure if the fact it had taken so little time for him to start regularly pounding his friends was a good sign for their friendship or not…

Still, it was a good sign that the skills he'd spent so long studying, revising and practicing worked as well on Alicorn's as they did the three other races.

Better in fact, given Alicorn's had so many more places to stimulate.

It was a good sign, especially since he'd noticed Princess Celestia's hugs seemed to last just that little bit longer than they had or was strictly appropriate.

Dusk's balls heavy balls gurgled and he began to pick up the pace, his own wings spreading as he erupted inside Twilight's fountaining cunt-

Flash!

Twilight Sparkle chuckled, raising a slender, glossy finger, capped with a long purple nail, to her matching purple lip as she watched her doubles fuck each other eagerly.

She slipped the finger into her mouth, sucking on it with her fanged mouth as her slitted, indigo eyes glowed with delight, flitting between her duplicates and Gossamer.

The Changeling Queen purred, tweaking a bright purple nipple with her other hand and wrapping her long, glossy black leg around Gossamer's head, and shoving the Pony Princess's face deeper into Twilight's needy pussy.

Twilight moaned, her dark purple hair flowing as she throws her head back, her sloshing tits leaking royal Changeling cream as Celestia's servant eagerly worships her new Mistress's cunt.

'Mmmm~So easy Gossamer!' Queen Twilight taunted, fangs dripping with purple venom as her long, jagged horn glows purple.

'I thought Celestia's most faithfull student would be a bit harder to trap but here you are, licking my cunt! Maybe you were already eager to submit to me?'

Twilight giggles, flush with pleasure and arrogance as relaxes her leg, letting Gossamer come up for air. Her face is glistening with Changeling pussy, her expression blissed and eager, her eyes glowing purple with Twilight's mind control magic.

'Y-Yess Twilight-'

'Queen Twilight!' The changeling hisses, a streak of magic whipping Gossamer across the ass, causing the pitiful pony to squeal in pain and pleasure.

'Queen Twilight! Queen-Ah! Oooohh! Mistress!' Gossamer mewls, smile dopey and blissed as her ass is spanked and whipped before Twilight shoves her back between her thick, love stuffed thighs!

'Mmmm…Mistress…I like that…'

Twilight purred, the rush of power was so intense, so intoxicating! The overwhelming fantasy of dominating Princess Celestia's prized student. The myriad of ways she would use Gossamer to subvert the elements, snare them to her bidding.

All of them.

Applejack, Rarity, Pinkie Pie, Rainbow Dash, Fluttershy.

They'd ALL be Twilights!

Hers to corrupt and twist and drain and then-

And then the Princess's!

She'd have that whore Celestia and her slut sister kneeling before her! BEGGING to lick her cunt! Begging to cum!

She DESERVED it!

Queen Twilight Sparkle came.

Poof!

Twilight Sparkle came as those three fake (They were fake?) realities vanished, three version of her mind slamming back into her mind.

She bucked in her chair, long legs spreading and the tiny purple thong that had replaced her panties doing nothing to stop the gushing orgasm from splashing across her thighs.

'HooaaHoooaaaaah!' Twilight moaned, dealing with the combined thoughts and memories and orgasms of three totally different versions of herself.

One of which was a male!

She gripped the arms of the chair, body falling forward, her swelling tits squashing into the desk, her shirt riding up, exposing a trim, athletic stomach as her sleeves rolled back, all the way to mid bicep.

Sexy tattoos faded in up her arms, before being (not really) covered by a pair of wide netted, fish net gloves, matching stocking's appear on her legs, barely meeting the purple miniskirt Twilight now wore, her thong riding above the skirt and visible from almost every angle.

'Ah. Oops, I didn't mean for their to be such a remainder in you…' Gossamer's voice came from above Twilight,

'Oh well, I think it's mostly guided by your desires though. Punk nerd! Very nice!'

Twilight groaned as she felt one of her nipples suddenly become pierced, a nipple ring popping into existence as her shirt's buttons popped, her neckline lowering, exposing A LOT of titflesh, her bra and worst of all a large, obvious heart tattoo with the word "Friendship!" emblazoned across her left tit!

Twilight opens her eyes, still pressed against the desk, fighting to regain her wits and sort through which memories and sensations we hers.

She gazed upon Gossamer's bright green, soaking wet Changeling pussy, nestled between two thick, MILFY black thighs.

Twilight watched as a spreading pool of femcum leaked from the pussy, pooling on the desk and spreading towards her face.

Twilight moaned, pressing her cheek into the desk, soaking her hair and face in Gossamer's femcum, her tongue reaching out to-

'Nuuh-No!'

Twilight jerks back, the chair tilting back at the force of her movement before swinging back forward and coming to a rest.

Twilight squeezed her eyes shut and the reopened them again, fighting to regain her mental and existential footing as Gossamer's essence dripped down her face.

'Well done Twilight! The first time I did that to myself it took me way longer to rewrite myself!' Gossamer clapped excitedly, at some point shifting back to her natural changeling form.

It was somehow even more gorgeous than her human form. She was tall, not as tall as Sunset but what she lacked in height she made up for in sheer presence!

Her mane billowed behind her, almost filling the entire room behind her, blotting out the sun from the window, the light tainted and recoloured as it beamed through her shifting, multihued hair.

The effect was that the room danced with prismatic lights, silhouetting Gossamer's UltraMILF body.
Huge, glossy black tits, swollen with magical milk so potent it could remake an entire person sat above a impossibly thin waist. Her natural carapace, also softly pastel coloured, though streaked with pink and green, only served to exaggerate the effect, serving as a corset which shoved up her heavy tits.

Her lower body matched her upper half, below her waspish waist, her ass and thighs ballooned outwards again. Her pussy glistened, a throbbing clit demanding attention before Gossamer placated it by crossing her long, slender legs and sighing. She trailed her long, emerald nails over her sensitive skin and shuddered at the memory of her first reality jaunt

'She made a reality where I was queen of the bimbo's instead of her~' Sunset chuckled and Twilight sighed, melting into Sunset's large body. Sunset had also reverted to her true form and Twilight groaned as she pressed into huge, red tits as her tail scythed through the air.

'I was not a gentle queen…' Sunset purred, her hot breath on Twilight's ear before her long tongue presses into Twilight's cheek, licking up Gossamer's femcum.

'Mmm~She broke me Twilight but…' Gossamer mused '…only after she had you hold me down. You two really double teamed my poor brain~'

'And your pussy!' Sunset giggled before leaning back, gently massaging Twilight's shoulders and letting her catch her breath.

'Hah-B-Wha-What-'

'That was an example Twilight.' Gossamer said calmly, That was your reason to trust me.'

Twilight blinks, shaking her head furiously before staring at Gossamer incredulously, mouth open,

'How the FUCK was that-' She froze, frowning at the curse word before her eyes opened wide and her hand darted to her ear, finding several ladder piercings before staring down at her new body and gasping, the changes noticed for the first time.'

'Yeaah…Sorry about that. Saturation and all that. Still! At least you're aware of it! And as for your crassly worded question…'

Gossamer leaned down from her sitting position on the desk, face very close to Twilight,

'You should trust me because that was proof that I don't need your permission.'

Gossamer smiled, her gorgeous face a mix of kind, motherly beauty and calculating, changeling seductress .

'You had every single shield up, every ward and plan and I still blew past it like it didn't exist. I didn't just change your body Twilight, for about thirty seconds I changed your soul.'

She holds up her hand, three fingers raised,

'and I did it three times.'

Twilight swallowed then her quick mind came to another, terrifying conclusion and her eyes went wide, pupils shrinking to pinpoints and her mouth working wordlessly.

'Ah yes. You are quick!' Gossamer cooed, tucking a lock of purple and violet hair behind Twilight's pierced ear. It had a more ragged, tomboyish look to it now, shaved and faded on one side.

'You've come to the conclusion that it took Sunset at least a day to arrive at!' Gossamer bubbled, Sunset harrumphing behind Twilight.

'If…If…it was that easy and so real…' Twilight breathed,

'..How do you know this version of you, the one that's Celestia faithfull little student, the one that's saved Equestria multiple times and stormed into my domain to throw down an ultimatum-

'-how do I know that I'm the real one? And not another created reality…' Twilight gulped, her mouth felt dry, her stomach churning.

'Mmm…' Gossamer agreed, giving Twilight a sympathetic look before smiling brightly,

'Well, don't worry. You are!' She said, standing up and taking Twilight's hands in hers, helping her to her feet.

'I mean, plus a cupsize or two and some metal!' She said, flicking the outline of a nipple ring causing Twilight to gasp and blush.

'At least, as far as I'm aware. I'm just as venerable to your fears as you are. For all I know Sunset's the one pulling the strings-Ow!'

Gossamer squeaks as Sunset lashes her across the ass with her tail and gives the grinning demon the stink eye.

'-But I really don't want you as an enemy Twilight, or Celestia, or Equestria for that matter.' Gossamer said, guiding Twilight towards the door.

'Then Why?' Twilight pleaded, 'You've shown me how but you never said why you did this!'

Gossamer paused, one hand on the door before she shut it again, leaning in close, so close that even Sunset could not hear.

'Why?' She breathed into Twilight's ear, 'You know why Twilight.'

Long, delicate fingers snake down, slipping between the waistband of Twilight's tiny skirt, the thong no barrier at all.

She found Twilight's pussy streaming with arousal and Twilight widened her stance, her large black combat boots, laced with purple lace another addition from Gossamer.

'Fuck…' Twilight grunted, the swear word feeling natural on her pierced tongue.

'It's the same reason you would do what I've done. The reason you loved the reality where you were a cold hearted, horny Changeling Tyrant the most. The reason that if Princess Celestia burst through that door, threw me down and claimed me and this power, made me into her subby little slut, she'd do the exact same thing with it as I did~ooohhh'

Gossamer sighed blissfully, her fingers dancing in Twilight's cunt as Gossamer dreams, 'I would let her as well…I would be the best cunt licker for my new Princess~For the same reason…'

'The same reason you are thinking of doing that exact thing. Of submitting to me at the same time you want to chain me down and make me submit, to turn me into a brainless little fuck bunny for you…You were thinking it before you even stepped into my office~'

Twilight grips Gossamer's hand with her own, pressing it deeper into her cunt as she grinds on it. Her other hand grabs the changeling by the horn, using it for leverage to grind on Gossamer. Twilight squeezes her eyes shut, lip curling as she uses pulls on Gossamer more and more possessively, using the taller woman to get off.

'Because…' Gossamer began before her head was pulled into an aggressive kiss by Twilight,

"Because." Twilight gasped, her pussy boiling, her breath catching in her throat, her eyes half lidded and pleasured as she groans out the answer,

'It feels.'

'So.'

'Fucking.'

'Gooood!'

Twilight exploded in pleasure, the bimbo magic blazing around her as she grabs Gossamer and shoves her through the door.

Gossamer squealed in pleasure, giggling at the aggressive unicorn as she fell, fully naked and undisguised into the main hall of Canterlot High.

Dozens of oversexed students all turned to see Twilight Sparkle, blazing with power and desire standing over their previously indomitable queen.

Gossamer giggled and mewled, furiously frigging herself on the ground as she looked up at Twilight, her eyes both pleading and taunting for domination.

Twilight grinned, eyes wild, breathing heavily as she stepped forward, her pussy throbbing and gushing with every step as she reached out a hand and shoved an approaching Sunset the ground along with Gossamer. She trussed the two of them up, chains and bands and whips and clothes pegs and-

Twilight stopped.

She blinked and looked around, looked at the trussed up enemy and former friend.

She looked down at herself and then she looked at the surrounding students, all waiting and leering and watching.

Then, Twilight Sparkle grit her teeth, breathed out and then teleported away.

There was silence in the hallway and then Gossamer stood up, the magical chains poofing away as Twilight leaves.

She brushes herself off then looks around at the gawking students and claps loudly, her face scolding,

'Come on then! No loitering in the halls!' Principal Wing shoos the students out of the hallway, the various stud's femboys, bimbos and the odd gem encrusted Lustling scuttling away before her orders, going to class or in the case of the Lustling, into the ventilation system.

Once the hallway was cleared, Gossamer stands there, hands on her wide hips as Sunset strolls up behind her.

'Well that went better than expected don't you think?' Gossamer said brightly.

'If you say so.' Sunset said, rolling her large shoulder to ease out the ache of where Twilight had bound her.

'I don't know Gossy, Twilight's just going to go back and once she gets over that little existential funk you threw her through, she'll come back and she won't be as polite next time.'

'You think I should have changed her more?'

Sunset snorts, 'I think you changed her enough. I think you shouldn't have let her go.'

Gossamer was silent for a long moment, and then turned to Sunset and stared into her expression for a another long moment.

'So you didn't notice then?' Gossamer said at last, eyes deep as she stared hard into Sunset's expression for…something…

Sunset squirmed under the deep gaze, 'Uh…Notice what? I'm not a mind reader Gossamer, give me something to work with here.'

Suddenly, Gossamer broke out into a wide grin, fangs flashing eyes strobing,

'Neither is Celestia but I thought it best to cover my bases anyway before sending Starveheart through the Mirror.'

'What? I haven't seen Starveheart since we defeated her. What do you mean?'

Gossamer winked at Sunset, 'Yes you did. And if you didn't notice I'd swapped Twilight out with Starveheart, then I'm pretty confident her friends won't either.'

'T-That was Starveheart? When? How? Why? No! I'd know!' Sunset gaped at Gossamer who giggled mischievously,

'When she started poking holes in my admittedly, pretty shitty justifications. It was a long shot that'd she be pragmatic but it was pretty obvious by that point that she was going to be as Heroic as predicted.' Gossamer sucked her fingers into her mouth, tasting Twilight's, or well, Starveheart's juices on her fingers.

It was a dead on match for the taste test.

Good.

'As for how, I've been working on Starveheart for weeks now. Convincing her, shaping her, moulding her into the perfect Twilight Sparkle. Even she doesn't know anymore. To her, you and all her friends, she is Twilight Sparkle except she'll have me whispering into her mind.'

'B-But why even bother? You could have snapped your fingers and done the exact same thing to the REAL Twilight without even involving Starveheart! Is this-'

Sunset stops then gives Gossamer a flat, unimpressed look, crossing her thick, powerful arms under her huge chest.

'This is just your fetish for over complicated plans again isn't it?'

'No!' Gossamer squeaked out, looking a little panicked, 'I mean-Yes! A bit! But You're one to talk Crown girl!' Gossamer pokes Sunset in the tit accusingly causing Sunset's tail to swat Gossamer in the ass again.

'Ow Stop that! Sunnnnyyyyy!' Gossamer whined, swatting at Sunset's boobs ineffectually, 'I'm trying to explain my super cool plan!'

'Fine Fine. Go ahead. I'm listening My Perfect and unassailable Mistress.' Sunset says, ruffling Gossamer's hair fondly to which she gets another boob slap.

'As for WHY-' Gossamer begins loudly, 'It's because of that fucking PEN. Starveheart was so bonded with it that I couldn't get it off of her. I couldn't even destroy it. It's one of THE most powerful artifacts…probably in all of creation.' Gossamer taps her foot, frowning in thought, 'and it's basically a PART of Starveheart now. There's nothing I could do to contain her that wouldn't result in her escaping given that she can summon an indestructible, reality altering pen at will. A pen that would change things even passively, just with its sheer presence. A pen that has a mind of its own and a WILL to be used..

'So you sent it to Equestria to deal with?' Sunset said, quirking an eyebrow, 'Nice passing the buck there.'

'Oh come on Sunset. Celestia's been kicking shit out of Equestria or down the road for someone else to deal with for literally centuries now.'

'This is a little different. Why did she even need to be Twilight? Why not just shoot her through the mirror with a cannon if you just wanted to be rid of her? I know Pinkie still has one or two, despite going all…gothy and mean.'

'Simple. This way, every single action Twilight is going to take is going to be against the bimbo magic. Even as it infuses her very being. I needed Starveheart to become a good person so she didn't use the pen to destroy the world of whatever and I needed Twilight Sparkle out of the way as soon as she started threatening me. Two birds, one stone.'

'Unless Starveheart reemerges…' Sunset said dubiously, crossing her arms again and Gossamer nods, acceding the point

'True, You saw it, Twilight, sorry, Starveheart had us tied up and bound, she could have taken power but she didn't. If the power mad bitch was going to wake up, it would have been then. I programmed her well. She's Twilight now.'

'So that was a test? All part of the plan?'

'Yup! Well, mostly the plan but also I really would spend the rest of my life cleaning Celestia's pussy if she demanded it hard enough!'

'Right…Okay then…' Sunset sighed, rolling her eyes, 'I'll ask it then as I know you are dying to tell me…Where is Twilight then?'

Gossamer opened her mouth to answer and then paused, closing it slowly before giving Sunset an evil smile and tapping her nose conspiratorially.

'You'll find out in due time. I lied to Twilight before. I do have plans.'

She walks back into her office, looking out of the large window, hands behind her back, the entire city and the setting sun stretching out in front of her.

'Big Plans.'

The End

(Probably)

[Guh! Finally done! At long last. In really hope you enjoyed this as we started this like, SEPEMBER 2022 I think!]

[I've just pasted like all of it into word and we're sitting at over 11000 words! I REALLY don't have plans for any kind of sequel although I have one or two ideas for POST-Epilogue stuff, maybe seeing what Fake Twilight gets up to in Equestria but that's for another day as I'm just glad I actually managed to wrap this up!]

[BIG thanks to everyone who participated in this and SUPER big thanks to Annon for the amazing drawings he did of the Nightclub scene, Daybreaker and Honour/Venomheart.]

[I'm off to not worry or fret about this story for the first time in like, two years.]
[Until next time!]