Prologue: Discontent

“You’re doing it again.”

Spike nearly flinched. “Wh-what?” he stammered.

“You know what I mean.” Twilight Sparkle held the book she had been reading—no intense research, for once; no forbidden magical knowledge, no policy, no ancient history, no maps of distant lands, just the latest Daring Do novel—up in front of her face, eyes peering over the top. It mirrored what Spike had been doing with the comic book he was holding just a few moments ago, though it also served to mask the grin across her muzzle as she chuckled wryly. “You would always look at me like this when you were nervous about something,” she then said plainly.

The dragon huffed, snorting a plume of greenish smoke, as he roughly dropped the comic on the table and crossed his arms over his chest. “When I was just a hatchling, Twilight,” he muttered under his breath.

“Old habits die hard sometimes, Spike,” she replied, letting her own book fall away to show a smile that was now more good-natured. “Just like how your frills would always get droopy when you’re feeling down.” She gestured to her cheeks.

“Oh.” The outer shell of Spike’s tough demeanor melted away somewhat. The floppy green frills on the sides of his face wiggled; he could coerce them to move if he concentrated enough, force them into a more neutral position, but that only served to highlight how much they had been sagging. He sighed, a low, gravelly sound in his throat. His eyes flashed with a kind of wariness in them as he looked toward her. “Sometimes I feel like you know me better than I do.”

“In some ways, perhaps, I do like to think that I’ve learned a great deal about you and your habits by now.” Twilight Sparkle beamed with pride, however slightly; she knew that this wasn’t the time to go into a tangent about all of the little details she could rattle off. “Clearly not enough, though, or else I wouldn’t have to ask you what the problem is.”

“Can’t truly know everything, huh?” he replied with another snort and a slight smile of his own. After a few more seconds he sighed and continued. “I dunno, Twilight, it just feels weird to me how…how calm things are right now.”

“It’s a bad thing that it’s calm?” she asked, raising one eyebrow at him.

“Well, no, it’s just…” Spike pursed his lips and took in a deep breath. “It’s not bad, it’s just…with everything that’s happening, I would’ve expected a lot more…” He paused again as he looked at the pony across from him, seeming conflicted, struggling to decide on what to say. In the end, he shook his head and said straight-up, “I thought you’d be a lot more worked up about the whole succeeding Celestia and Luna thing.”

The mare’s expression shifted, flattening, eyes squinting, as she put down her own book, and for a moment Spike worried that he might have stepped over a line, but then she broke into laughter. “Now wait…wait just a minute,” she said, still snickering, and she pointed one finger across the table toward him, “are you trying to tell me that I should be getting worried about everything? After you and everypony else drilled into my head over and over again about how I needed to take it easy?”

“I…n-no,” he stammered, and he felt a blush in his cheeks as the absurdity of his own statement dawned on him. “I’m not saying that it’s bad, it’s just…of all things, I wouldn’t have expected that this was the time when you finally took all that advice to heart. I know that you’ve gone through a lot, but this…this is going to be a bigger jump than anything before.”

Twilight Sparkle calmed gradually, but she remained smiling mirthfully even as she seemed to delve into introspection. After a few seconds she stood and walked away from the table, toward a desk at the far end of the library. There were stacks of scrolls and letters here, all the documents that she had been poring through in the past few weeks. There were also several framed photographs standing around the periphery, frozen snapshots of some of the most important moments and ponies in her life. The most recent group picture of her family, after the birth of her niece. A young filly holding a newborn purple dragon and standing next to Princess Celestia. Her original coronation in Canterlot. The first class picture for the School of Friendship, faculty and students together.

She picked up one of the photographs and regarded it nostalgically. Six mares and a dragon stood in front of the old Golden Oaks Library (there was the faintest bittersweet pang in her heart at those memories). After she had been in Ponyville for a whole day, after the defeat of Nightmare Moon. They were so much younger back then—most notable for Spike in particular—but they were still so vibrant and eager, so content to be together.

They were less experienced, perhaps. One might even say naïve. They all had so much yet to learn. Those seven would have a great many trials and hardships ahead of them. In the end, though, the obstacles they faced were never left unchallenged.

“It’s going to be hard,” she murmured as she turned back to Spike. “Even being a princess up until now, I’ve never really ruled over anything. Garnering respect from ponies is going to be difficult. I don’t know how I’ll adjust to being the center of attention for the entire country. And I’m just going to be one pony, too, I won’t have the benefit of a sister to help me divvy up the tasks.” Her composure faltered, just briefly, but she closed her eyes and took in a deep breath and her smile returned. “It’ll be fine, though. I don’t know what this will mean for all of us…but I know that it won’t stop us from being friends, and as long as I have all of you at my back I know I can handle anything this crazy world throws at me.”

Spike smiled back at her, warmth in his expression. “Well, I’m glad that you’ve finally worked that out for yourself.”

But his frills were drooping again.

“Spike?” Twilight Sparkle put down the photo and started forward. The dragon was gathering up his comics and starting to stand, to leave. “Spike, is…is there something else wrong?”

He didn’t say anything, if anything seemed to go out of his way to turn away, to hide his face, as quickly as possible.

“Spike!”

“Don’t—!”

Twilight Sparkle reached out and made to grab his arm, to hold him back. That wasn’t so easily done anymore, even with her increased alicorn strength, and with a jerk of his shoulders he had pulled out of her grasp. He rose to his full stature, and there was a moment in which she was struck with surprise at how he didn’t only come up to her chest. He whipped around to face her with a toothy snarl, and his eyes, glittering and flickering like flaming emeralds, stared right back into hers. Spike indeed was certainly not a hatchling anymore.

The rage quelled as quickly as it started upon the sight of the mare shuddering before him, so abruptly gone from pleasantly calm to terrified, eyes shimmering with tears ready to issue forth. “Twilight…I…I’m sorry,” he muttered, hushed, his own voice quivering. He gripped the arm that had lashed out with his other hand, as if to accost it for acting out of line, and his tail curled around his legs.

Slowly, Twilight Sparkle approached him again and extended a hand toward him. She daintily touched the tips of her fingers against his arm, and when he made no effort to resist this time she encircled it in her grasp completely. The cool scales on the surface yielded to a faint warmth and the rigidity of muscles underneath. “Spike…you know you can talk to me, right?” she said quietly. “Anything on your mind, anything that’s hurting you…you can always tell me about it, I promise. That’s what siblings do for each other.”

He looked back at her dourly. Melancholy overcame him, but there was something else hidden beneath. Something harder. “Am I always going to be a little brother to you?”

She blinked confusedly before she mustered a weak smile. “Of course, why wouldn’t you be?” And then she managed to chuckle. “Shining is going to be doting on me until he’s a wrinkled old coot, I’ve got to have someone I can treat the same way, don’t you think?”

Spike gave a thoughtful hum, rumbling in his throat like the premonitory quaking of a volcano, but his expression didn’t change much.

“Come on, give me something, anything…” Twilight Sparkle pleaded.

“I…” He tensed, and she did the same, anticipating another retaliation, but none came. He grimaced as he closed his eyes, seemingly deep in thought. His body heat rose subtly as the pulse of his blood beat faster. Curiously, though, there was a faint rosy tint on his cheeks. Was he embarrassed because he didn’t know what to say? Or was it because of what he wanted to say?

But at last he shook his head solemnly. “I’m sorry, Twilight…I just…I can’t, not right now.”

Twilight Sparkle winced as if this news was physically painful to her. “It’s not…anything dangerous, is it?”

“No.” But, with his present glum tone, this assurance didn’t inspire much confidence in her. “I’m just not ready yet. I’m sorry.”

Then he pulled away from her, gently, and she made no attempt to resist. She watched his back, wings folded up tightly, as he walked away. She felt another pang in her heart. “We…we can talk tomorrow, maybe? In the morning?” she asked in desperation.

There was a noncommittal grunt in response as the dragon left the library. The mare couldn’t bring herself to try to say anything else or to run after him.

“Oh, Spike…” She sighed wearily. She couldn’t be sure what could possibly have him so flustered. Something about the coronation and the move to Canterlot? Was he facing hurdles in his own friendships? Did he resent being doted upon?

But it wasn’t just about being angry or depressed. There was something embarrassing about it, some mortifying awkwardness that was making him freeze up, she felt certain of that.

Twilight Sparkle placed her hand on the table for support, only to find her palm touching paper instead of wood. She looked down and saw the stack of comics—Spike had left them behind. For a moment she felt a glimmer of hope at the idea that bringing these back to him would give her the opportunity to talk again. A metaphorical olive branch to show how much she cared for him.

“…No,” she said aloud and sighed. She understood that Spike was no mere hatchling anymore and she couldn’t presume to impose her perspective upon him. He was adult, and his thoughts required more sorting through. He needed time to himself. The mare left the comics behind on the table as she too departed from the library.

“I’ll talk with him in the morning.”

= = = = =

The dragon in the mirror gazed back at Spike with a neutral expression leaning toward morose. He reached out with one hand to touch the glass surface, and his reflection met his fingers. A reminder that this was him. It seemed so alien.

There was more definition to his features than there had once been. He had eschewed much of his childhood doughiness for muscle, sinew cording his limbs, the green scales over his front forming into faint ridges to denote pectorals and abs. His head was more boxy than round, short snout protruding from his lower face. He still lacked horns like most dragons seemed to have, and if anything he was starting to think that his skull seemed closer to that of a pony. The leathery wings behind his back might have been the most significant addition, but if he kept them folded they couldn’t even be seen from the front.

With slow, reluctant movements, he extended his arms out to the sides and flexed, stretching his wings at the same time, far past the bounds of what could be seen in the surface of the mirror. He sucked in his gut as much as he could and puffed out his chest. A toothy grin spread its way across his face, proud and confident and fierce. He was a mighty dragon, to be certain.

His frills were drooping.

A scant few seconds later, the air escaped him in a defeated sigh, and his posture sagged. Spike had once pined for the day when he would be an adult. Now that day had come and long since gone, and he wasn’t sure anything felt different.

He placed a hand against his throat, over the hard point of his Adam’s apple, then ran down over the plates of his front, over his bare chest and stomach. Down to the groin. A pony would have looked far more indecent, standing here completely naked in front of a mirror. Spike didn’t have anything swinging between his legs, though, only a thin, almost unnoticeable slit.

A dour grumbling noise escaped him as he turned away from the mirror and trudged toward his bed to lie down. It was much bigger these days, but it still had the shape of a nest, the mattress surrounded by a wooden frame that kept it enclosed. He had always enjoyed it, felt some comfort in that implicit sensation of being protected. In recent times, however, he wondered if that was simply a product of complacency.

He stared up at the ceiling, expression just as neutral, but now it was tinged with something else: defeat.

While still maintaining that posture, one hand reached to the side and dug in between the mattress and the bed frame. From within that narrow crack, he pulled out a hidden prize. It was a comic book, not unlike those he had been reading in the library. But it was also noticeably distinct compared to those typical issues, and not just in how his uncharacteristically rough storage of it had resulted in its pages being wrinkled and worn.

The general design and colors might have been easily recognizable at first glance as a typical Power Ponies cover. Upon deeper scrutiny, however, one would notice that the details didn’t look quite right. The publisher insignia wasn’t that of Dark Pony Comics but of some other imprint, a grinning stallion under the text “Solcolt Publications.” The art style was radically different from the clean, practiced styles that were usually attached to the series, instead rougher, heavier lines, and with mildly questionable anatomy. There was also the suspect presence of an extra letter awkwardly inserted into the title, something that could easily be overlooked in the midst of the overall picture.

And the characters—well, they were accurate enough that each member of the team was clearly identifiable. But their outfits weren’t supposed to be showing nearly as much skin, and their poses weren’t known to be so provocative about pushing out their breasts and buttocks. The six superheroines appeared to be vaguely standing in opposition to a menacing red draconic figure who wore a cape and cowl but seemingly nothing below the shoulders—though the groin and legs weren’t shown, cast black in shadow—revealing his unreasonably exaggerated musculature.

A text blurb proclaimed, “Can the POWER PORNIES withstand the salacious sizzling assault of FLAMETONGUE?”

Spike’s expression remained much the same as he opened the comic and started to look over the pages inside. He held it with one hand, while the other remained occupied with prodding at his crotch. His eyes scanned over the black and white pages, tracing along lines and curves, over and over again. There was no need to pay attention to the speech bubbles—he’d already read the whole thing front to back, and it wasn’t like the story was the main draw anyway. The bodies, however unrealistic they might have been, were all that really mattered.

He grunted as his breathing hitched and grew hot, panting noxious fumes, and his arm jerked in a languid, rhythmic motions.

Crack.

Spike snapped the comic shut and slammed it down, hurriedly covering both it and himself in blankets. He bolted upright and looked up around himself, eyes darting from one side of the room to the other, rapidly alternating. His breath was coming haggardly. There was nothing to be seen in the bedroom.

“Twi—” His mouth clamped shut as quickly as it had started to open. Perhaps he didn’t want to draw attention to himself. He knew that he had heard something, and if there really was something in the building, in his room, he didn’t want to attract its attention.

He also wasn’t sure that he wanted anyone’s help.

A few seconds passed in tense silence, and, once Spike was satisfied in the lack of movement, he allowed himself to relax and eased back into bed to resume his pleasuring exercise.

At the corners of the room, where the light from his bedside lamp couldn’t reach, the shadows flickered and danced, as if eager to creep inward.

Author's Notes:

Pain comes in many colors.

This prologue actually wasn't originally written as the start of the story, I had the first chapter, and after the second or third chapter I decided there could stand to be a little more context given to the story, especially considering that the bulk of the emotional weight is placed on Twilight Sparkle and Spike. Also for the sake of clearly establishing that Spike is an adult and facing adult problems.

This story takes place sometime during the events of Season 9 of the show and acts under the assumption that time is allowed to pass at a more visible pace, about a year per season, so Spike and the CMC and other younger characters from the start of the show have naturally aged into adults (also disregarding stuff like dragons aging at different rates or whatever). Characters like the Young Six and Cozy Glow just have to be aged up for the sake of consistency though.

This first section also saw some fairly extensive rewrites during the editing process because I realized the perspective wasn't very clear, switching randomly between Spike and Twilight, I had to change it to be more consistently from Twilight's perspective.

There was much consternation about the details of the porn comic Spike would be reading. At one point the original Power Ponies label was said to be "Marevel" while the knock-off was going to be a DC parody. I settled for instead doing references to Dark Horse Comics and the ill-fated Solson Publications, publisher of such reputable works as Sultry Teenage Super Foxes. The publisher of Bimbos in Time probably would have been even better but I couldn't be bothered to look up and watch old Linkara videos.

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Chapter 1: Disturbance

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Starlight Glimmer so deeply relished sleep these days.

This was a far cry from how it had once been, so long ago. For so many years she had dreaded sleep because of the visions that it would bring to her. Even in the months when her little utopia (dystopia, as she now knew it) experiment out in the plains had been at its peak, there were still the nights where she suddenly awoke and had to sob under the blankets, quiet enough that she could be sure that nopony would hear. Sleep opened the floodgates of the subconscious, the innermost id, and that torrent could pry off the locks she had placed upon all of her most hurtful thoughts and impulses. In her dreams, she couldn’t stop herself from reliving the past. There may have been some worth in it, some added motivation when she started the next day, further incentive that she must continue on her righteous path. But it was never truly worth the pain.

That was, for the most part, past her. Twilight Sparkle had helped her. Reuniting and making amends with Sunburst had helped her. Making friends with other ponies had helped her. And assisting in saving Equestria and redeeming a few lost souls along the way, that had been its own medicine. She had been gradually starting to get better and better sleep over the course of those years.

But then the school happened.

As much as the end result might have been worth everything that had occurred—even a certain megalomaniacal filly’s bid for power—Starlight Glimmer still deeply questioned how much Twilight Sparkle had truly considered the effort that would be necessary to go into maintaining a proper school, one with its own unique, hitherto-unheard-of brand of education at that. And she and her core group of friends were the ones who actually had to juggle other occupations on top of their time spent teaching and managing the establishment. Starlight Glimmer was working exclusively as the counselor and even after more than a year of operation she still felt the pressure weighing heavily upon her more often than not. She was glad for the results, of course, always thankful to see a pony or other creature leaving her office better than they had upon entering, a hopeful and grateful smile upon their face. Getting to that point, though…she was always worried that every single step was being made through a minefield, just one wrong move all it would take to send the situation spiraling out of control. Every day she would at least once have to face an encounter that was on par with one of their adventures to save Ponyville, Equestria, or the whole world.

So often it seemed to be one or more of those six who ended up on the other side of her desk. They were the pride of the school in many ways, the ideal of what Twilight Sparkle had hoped to achieve, six creatures coming together from radically different places and proving that it was still possible to become the closest of friends. All the same, those differences still made themselves apparent every now and again, and it became critically important to explain to one or the other that, no, a yak’s discarded hair should not be taken for nest material, starlings do not have the ability to spontaneously metamorphose into trout, and a changeling egg is most certainly not an emerald and Smolder really ought to have asked before trying to eat it anyway.

And all of that was to say nothing of Trixie. Even on the weekends, when the odds of having a visitation were significantly lower (from nopony but students living in the dorms, such as the aforementioned six), she’d still have to deal with the ramifications of whatever stunt the showmare was trying to pull off, in practice or in an actual show, sometimes a show without any practice beforehand. She’d still been smelling smoke and feeling crispiness at the edges of her mane when she collapsed into bed hours ago.

So Starlight Glimmer was glad for any opportunity to sleep, to let herself be taken into dreams and momentarily forget that there was anything to worry about, to ease the aches and pains of her body, even if she wasn’t truly aware that she was asleep, or aware of anything for that matter.

She was very much not glad when she was suddenly yanked from her bed and brought careening into and through the halls of the castle.

“Huzawha?” It took one second for the pink unicorn to wake up, to blink her eyes at the dull light.

Two seconds for her to become aware that she was moving—that she was being moved, levitated through the open air, a tingle of magical force enveloping her entire body, walls and doors flying past.

Three seconds for her to begin to panic, no care about what peace she might be disturbing in the process as she started to scream. She knew self-levitation well enough to fly with the best of pegasi, and she might have been able to use that to counteract the telekinetic effect on her, but that required a level of focus that she didn’t have right now, and her flailing only resulted in her spinning about erratically. All she could do was begin to charge up magic, a reflexive defense mechanism, ready to wildly let loose at the slightest provocation, to fire at whomever she believed to be responsible for this, and for all she knew the castle itself was acting upon her. She’d always been dubious of Twilight Sparkle’s explanation of how the whole structure had just sprung up from the ground, fully built, and wondered what arcane mechanisms and concealed intents might still be hidden in its architecture.

But the Castle of Friendship was not especially large, a far cry from the likes of the palaces in Canterlot or the Crystal Empire, and so it was only four seconds total of confused movement before she was deposited on the floor. She landed on her hooves, but her positioning had her weight leaning backward, her arms wheeling as she felt gravity reasserting itself over her. She might have been able to stop herself from falling, but she was already focusing on not letting the bolt stored in her horn fire, and so she landed harshly on the unforgiving floor. Her pained cry probably should have been sharper, but she was still burdened by drowsiness and it came out as a noise that quickly faded away into a squeal.

“Oh, thank goodness, Starlight, the spell worked, I thought I might’ve grabbed a pillow!” A familiar voice called out to her from…somewhere. Reality was quickly waning as she sat still, sleep catching up to her after being left behind in her bedroom. She didn’t catch the urgency with which the words were spoken.

“Twi…Twi…” The adrenaline was ebbing, and her eyes didn’t want to stay open no matter how hard she tried to keep the lids pried apart. She could have just fallen asleep right there on the crystalline floor, morning aches be damned. There was still one more day of weekend left before the school week started again, and she was going to spend as much of that time asleep as she possibly could or else she was going to hand in—

Something tapped sharply against the side of her head. “Ow!” Starlight Glimmer hadn’t heard the flapping of wings, whipping at the air until it was right next to her ear. She turned to the side, and for a moment thought she saw a blazing mass of fire right next to her. But then the blur of reds and oranges refined into a recognizable shape: wings, of course, a thin body, long tail, and head with a short beak. A phoenix. Didn’t Celestia have a pet phoenix? Was this her? If so, why was she here and not in Canterlot? Far too many questions all at once, and she wasn’t nearly lucid enough to think about any of them.

And past the fiery bird, through an open doorway leading into a lit room, was Twilight Sparkle herself. The alicorn had her wings open and flared slightly, a corona of violet magic around her horn that was far more than would be necessary for a simple task of levitation. She was glancing back at her, just to see that she was there, but her focus was clearly on something else in the room. There was a distinct wariness about her features, and when she played back her words in her mind, she could clearly hear the worry and the panic bubbling just under the surface.

Something was wrong.

There had better be if it merited waking her up.

Wearily, stumbling once, Starlight Glimmer stood and came in through the doorway to meet with the pony who was alternately her mentor, boss, and friend. She was still tired, terribly so, but she thought she could manage to converse, just to understand what was happening, even if her vision was shifting in and out of focus.

“I’m so sorry for waking you up like that,” Twilight Sparkle belted out apologetically, clearly seeing the pall of weariness that hung over the other mare, “levitating something without watching it isn’t easy, it wasn’t rough on you, was it?”

“Only on my ass,” Starlight Glimmer replied with stark frankness, one hand brushing against her still-sore rear while the other rubbed at her forehead and eyes. Fluttering wings behind her as the phoenix—Philomena, she wanted to say—followed.

And she looked at the purple pony and saw that her cheeks were so flushed that they had nearly changed color to crimson. The unicorn had a tendency to be a bit more on the crass side with her humor, but it surely wasn’t that mortifying of a statement, was it? Or maybe it had something to do with her gaze, angling ever so slightly downward. Twilight Sparkle’s nightwear was about as modest as most of her wardrobe skewed toward, a gown that neatly obscured her body, only offering a hint of the uppermost swell of her bust and hips, and one could be certain that there was underwear beneath that. Starlight Glimmer’s present garments were decidedly less than that, a silky shirt that conformed rather neatly to her chest and stomach (there was a symbol of a wispy green curl over a magician’s hat emblazoned on it—unsold merchandise from one of Trixie’s tours that she’d assisted with), and naught but the elastic band of panties around her waist, leaving the length of her legs exposed.

“W-well—” She gulped and stammered, returning to the conversation at hand. “I’m sorry for having to do that, I just…I couldn’t afford to step away from here, I needed to keep the shield going.”

“Shield?” But as Starlight Glimmer was asking the question, she was already looking to the alicorn’s lit horn again, and then to one of the light sources in the room. There was a translucent magenta field of light which was filling the room, partitioning off the space they were standing from the rest, like a quarantine bubble.

She would have been able to know what room she was in immediately if she had approached it normally, but instead she was left to be surprised as she noticed the décor: the bookshelf loaded primarily with comic books, the mobile of a dragon in flight hanging from the ceiling, the writing desk with a heart-shaped red crystal perched on a stand at the top, and the distinctive bed.

Although, many of these fixtures had been pushed out of place, some broken by the force with which they had been displaced.

And there were also the puddles which for the moment were overlooked.

And then there was the occupant of the room himself.

Starlight Glimmer stared. She blinked her eyes and she kept staring. She had to be certain that she was dreaming, that she was still asleep, that this wasn’t real. That had to be the only explanation—it would handily explain the phoenix inexplicably being here as well. But the idea of this being a dream wasn’t much more comforting, as that would have to mean that this image before her had somehow been birthed by her own unconscious mind, and she didn’t suspect that even she could be so deranged.

It was Spike. Of course it was Spike. It was a dragon in Spike’s bedroom at an hour when Spike should have been in it (and everypony else ought to be in their own), ergo it was Spike.

But it also…wasn’t.

Spike had grown a great deal in the years since Twilight Sparkle first moved to Ponyville, from what Starlight Glimmer understood, though by the time she met him he had already progressed well into adolescence. It was hardly a year ago that he had finally grown his own pair of wings, what had become understood to be the dragon equivalent of reaching adulthood. He’d been steadily developing musculature, bolstering the shape of his physique, broader shoulders and thicker chest, the rounded boyishness of his features giving way to strong definition. Within a decade, he’d probably be taller than any of the ponies who were his closest friends by at least a head. The body structure of a dragon was a bit different than that of an equine, though, with a longer torso and shorter legs, proportions that were most reminiscent of crocodilians.

The maturity was coming in a bit slower—he still had difficulty grasping responsibility for his actions at times, and his appetite was always a problem—but progress was progress. He’d struck up a budding relationship with traveling mail-gryphon Gabby and his long-time childhood crush on Rarity had finally begun to cool to distant affection and admiration. He had settled into a friendship based around shared interests with the older Big McIntosh and the much older Discord. He was starting to take teaching at the School of Friendship seriously and was planning his own course about the challenges of a non-pony creature growing up around ponies. It brought a tear to Twilight Sparkle’s eye every now and then when she considered just how much Spike had grown.

But now as the alicorn looked at the dragon on the other side of the barrier, she seemed bewildered and aghast more than anything else, a swarm of questions no doubt buzzing wildly through her head, and Starlight Glimmer was feeling much the same.

The body of the dragon was not quite that of dragons as equine studies were familiar, more akin to that of a sea serpent. Bulk (most of it) was eschewed in favor of length, a serpentine shape that wound upon itself. There was a chest and an extended span, maybe five feet of torso, down to what must have been legs, and then an even longer tail that coiled and twitched as it curled around itself. The body scales were a familiar lavender, but that was offset by pale blue on the underbelly and a deep purple for the ridges that ran along the spine (though the field of magic between them distorted all colors slightly). The head was supported by a long neck, bobbing in a daze, emitting a dull, throaty grumble. There was hardly any room for the figure to move comfortably, certainly not enough for them to unfurl their wings from their back.

All of that would have been enough for the two research-inclined mares to take in, to tide them over with queries and theories for moons to come. That description still was incomplete, mentioning nothing of the dragon’s assets.

No one must have ever bothered to tell this dragon that they weren’t supposed to have mammary glands, but that didn’t stop this one from having a pair of breasts hanging from their chest. Breasts which were comparable in size to boulders, with nipples that were the diameter of dinner platters, such that the twin mounds filled the span of their arms. Dragons weren’t supposed to have external testes either, but here this one had a sac and pair of balls that similarly crowded the space between their legs, making it hard to imagine how this creature could possibly muster movement. The genitalia was almost the only solace, as both ponies were aware that, like many reptiles, dragons possessed two members (“hemipenes” was the technically correct term), but the size was a different matter, a pair of tapering, barbed purple shafts that jutted from the dragon’s loins, each more comparable to a tree trunk than what should have been part of a body’s anatomy, each larger than the entirety of the average adult pony. At least one hand and one nearly-as-dexterous foot were preoccupied with groping at their own swollen, scaly flesh at all times.

And then the shifting and the bobbing diminished. Movement stilled, focus heightened. The neck reared back and craned about, turning to face toward the ponies and phoenix who were in their presence. The spines along the skull had grown out, bending and drooping under the pull of gravity, creating the illusion of a pony’s mane. The shape of the muzzle was distorted by the presence of exaggeratedly bulbous lips, glossy purple mounds, the lower obscuring the chin while the upper hid the nostrils. Eyes stared over the top of this obtrusion, glittering with primal intent. As with the scales, the familiarity of the green irises was countered by black sclera and red hearts in place of pupils, as if stricken by love. Or, more likely, lust.

The ultimate deciding factor, however, came when the dragon finally spoke to them.

“Twily.”

Twilight Sparkle flinched when she heard the name that her other brother usually used to refer to her. Except here it wasn’t being spoken in the occasionally jesting terms of endearment that were shared between siblings. That the sounds were slightly muffled and mumbled by the immensity of the lips through which they were passing didn’t help matters.

“I see you brought somepony else to watch.” A low, rumbling chuckle. “Don’t worry, I’ve got enough of a show for both of you.”

It was Spike’s voice, beyond a shred of doubt, but the intonation was wrong. Husky, lilting, alluring, seductive. Spike had never talked that way, and they couldn’t imagine him ever acting in that manner. It was an affront to their very perception of him.

Nor could they have imagined him then proceeding to masturbate in front of them, placing a clawed hand against one shaft, rubbing against the fleshy length while guiding it toward his face, swollen lips, sucking greedily on the pointed tip, while the other was mashed betwixt his cleavage and thrust between the engorged breasts. Breasts that he now had.

That was when Twilight Sparkle and Starlight Glimmer tore themselves away, panting haggardly after unknowingly holding their breath for so long, and faced each other. If Spike noticed this, he made no gesture of acknowledgement.

“Twilight, what—” That was as far as the sentence could go. Starlight Glimmer’s hands grasped at the open air, as if attempting to physically hold the thoughts that she needed. It wasn’t that she couldn’t think of what words should come next, it was that there were too many words in her head, crammed together, all wanting to be spoken at once. She was growing aware of the flush in her own cheeks. That and the subtle tenting against the surface of her shirt over the ends of her breasts.

Twilight Sparkle certainly wasn’t going to help her at all on that front. She could see now just how unsteady the alicorn was, especially the wavering in her magical signature, threatening to flicker out if she lost her concentration. That was one of the things she had grown used to, though, in her years as a hero and now one of the Princesses of Equestria, working under pressure, be it physical or emotional, always determined to uphold Harmony. But this was new, from what Starlight Glimmer understood; she had never had to act against someone close to her, not like this. That might have been the worst part of it, actually: not that something had happened to her dear friend and adoptive brother, but that it had necessitated action, required her to put him under scrutiny as being a threat, something that needed to be isolated. What exactly that threat might be…well, assuming Spike could still even move himself, just existing at those present proportions could cause significant damage to his surroundings.

Eventually, Starlight Glimmer managed to come up with something, basic as it might have been. “Twilight, what…what is happening?!”

“I…I don’t know!” the other mare replied just as frantically, shaking her head in several quick spasms of her neck. “I was…I was just coming here to talk to Spike and…and he was…”

She didn’t want to look. Didn’t want to even think about setting eyes upon that writhing, moaning mass of scales and meat that was Spike. But she did, and it was right as the peak happened. His body stiffened as his (anatomically inappropriate) testicles contracted and ejected a load up through his twin shafts. His cheeks and throat bulged while excess dribbled between his lips, white running over the amethyst gloss, and the second erupted in a jet of thick, gooey ropes that sprayed out and splattered against the wall. (The presence of the white puddles over the floor clicked into place.) And Twilight Sparkle cried and whimpered as she recoiled, and the barrier nearly winked out.

But Starlight Glimmer was quick to be at her side, to wrap her arms around her. She held her, felt her shivering, until she stopped. The alicorn was taller than her, but she seemed so much smaller now. Philomena then came and perched on her shoulder, leaning against the side of her head, nuzzling gently. As with all of her adventures, the fledgling princess had her friends at her side to support her, to provide the stability that she needed to continue, and the force field held. (And, for what it was worth, Spike seemed interested in helping as well, it was just that his idea of “helping” seemed to be “showing a simultaneous autonomous boob- and blowjob to an undesiring audience.”)

“Twilight…do you have any idea what this is we’re dealing with?” she asked, a hush.

There was a pause before she shook her head again, their manes rustling together. “No…this…this isn’t any magic I’ve ever seen before…I couldn’t even identify any kind of magical resonance.”

“Can this be like…” She scrounged the depths of her memory, thinking back to older lessons which had been immortalized in the form of correspondence and journal entries and made for handy informational (and often amusing) reading during the early days of her apprenticeship under the Princess. “There was that time he underwent spontaneous growth from a reaction to greed. Can this be something like that? Something based on”—they could still hear the wet slaps and splashes—“lust?”

“If it is, it’s nothing I’ve ever heard of.” There were still tears in Twilight Sparkle’s eyes, but they were beginning to shimmer with latent pondering. “We still know so little about dragons, and that includes anything related to their libido or mating cycles. Even if it was…” She winced, jaw clenching to prevent her from speaking. This discussion was too absurd for her to handle. That she was even in a position where she had to say these words was sheer insanity. “I could understand the…the phallus. The dicks. Even the testicles. Higher capacity for mating. Maybe it’s, uh…a necessity for situation where an available mate is significantly larger than oneself.” Another wince. “But why the breasts? Why the lips? Why even the color changes? It doesn’t make any sense.”

“Spontaneous sex change or hermaphroditism to fill in a void where there aren’t enough of the other sex available for reproduction?” Starlight Glimmer posited. She knew that this was too important to get into a back-and-forth of theory swapping, but she couldn’t entirely resist chiming in with her own thoughts.

Hesitantly, Twilight Sparkle looked back again. The dragon was much the same, his whole serpentine body undulating as he twisted around. She clearly didn’t want to think about any such details, but she was prevented from doing so by the larger details of the balls which obscured the space between the legs at this angle, the undercarriage hidden by blue mounds. “I don’t know if he has a…a vagina,” she admitted after giving up, a process for which she had only tolerated to allow a scant few seconds. The notion of impregnation was permitted to occupy even less space within her head. “But the…the body…so thin around the middle…that’s not really ideal for a breeder, is it? Adult dragons are supposed to be thicker than that. And it doesn’t change that they’re oviparous, they don’t need to be nursed, hatchlings are ready to eat diamonds and drink lava as soon as they’re born, the breasts are completely superfluous.”

“So, this is…something completely unnatural, then.” The fascination was there, somewhere, buried underneath the horror.

“Something unknown…something Equestria has never seen before.” For her, the curiosity was mingling with the dread, every internal question only opening up a new string of further questions, each with their own unsettling implications.

“And if it’s not just some draconic life cycle…not just some process unique to dragons…”

Twilight Sparkle broke away from her abruptly, stepping back, mane and feathers rustling. They both looked at each other, faces hard set, eyes wide. They stared into each other, searching for something that wasn’t supposed to be there, but neither knew what they were looking for. Philomena, however, remained perched upon the alicorn’s shoulder, and that was enough to put the pink unicorn at ease, for now.

“That was…one of the first things that came to mind,” she muttered, breaking her gaze to look down. “That was why I put up the barrier.”

“He didn’t try to…go after you, did he?” Starlight Glimmer had to imagine that, more than anything else, more than this perverse transformation, a violation of her trust for Spike would have been even more jarring to the Princess, something that she would have difficulty recovering from.

She shook her head. “He’s been…preoccupied, all this time. Barely even said anything to me. I’m not sure if he’s even noticed the barrier yet, he hasn’t tried to get out.”

“So, for now, this is isolated.” There was only the smallest hint of relief.

A nod this time, slow, hesitant but hopeful. “And that’s why I need you.”

Starlight Glimmer blinked. “Me?” The indignation at having been woken up was rising again, an instinctual annoyance, ignorant of the mounting crisis presented to them, evidently in need of whatever attention could be offered.

“I…” She looked to the side, shifted her shoulder, only now seemed to become aware of Philomena using her as a perch. Then seemed to realize that there had been things yet to be said. “I…I was woken up by Philomena.” The phoenix chirped in affirmation, a sharp, flinty sound. “She was agitated and she, you know, is supposed to be in Canterlot, so I knew that there was something wrong. But I don’t know how to translate for her, so I had no way of knowing what that was! I thought Spike might be able to figure it out since he’s spent some time around phoenixes before.” Her speech was gradually accelerating, approaching the rapidity of Pinkie Pie, albeit a sort that was fueled by anxiety instead of excitement, up until the end. “But I came here and…” She hung on those words before closing her mouth completely and her eyes fell.

Starlight Glimmer looked at the fiery bird, putting together the fragments of information now available to her. Something was wrong. Something was wrong and it was Celestia’s pet who came to warn them of it, not the solar diarch herself or her sister. And most ponies were asleep right now; Luna could have gotten out an advisory through their dreams in a far more expeditious manner. Not the most favorable of portents. “So where does that leave us, then?”

“Fluttershy.” She blurted out the name before any explanation. “Fluttershy should be able to interpret for us. I need to get Philomena to her as soon as possible, and then…” Her eyes flicked only momentarily in the direction of the dragon on the other side of the room. The hope was there. Uncertainty was as well. “And while I’m doing that, I need you here, to keep the barrier going. To…to watch him.”

The unicorn tilted her head to the side, and the curling tuft of her mane slid over her brow. “Why can’t I take Philomena?”

“Because—” Twilight Sparkle had to stop after the word came out as a harsh bleat of desperation. Her nerves were still fraying. “Because…I’m worried. I feel like…there’s going to be more than this. I’m worried. And…” She started to turn to the side, only to recoil, her eyes closed, her hands balling up into fists. There was a faint pulse of light around her. “I…I know I should be here for him…I should be the one to take care of him…he’s my brother…but…to see him like this, it’s just…” Her eyelids squeezed tighter, but that only had the effect of forcing out the tears.

A hand settled upon her other shoulder, calm and gentle. She opened her eyes and saw Starlight Glimmer smiling at her, gently, warmly. “It’s okay, I understand,” she replied. “You just…go on, and be quick about it, don’t leave me by myself for long.”

Slowly, weakly, Twilight Sparkle nodded, and she gave an attempt at a smile, a faint crease at the corners of her muzzle. “Thank you, Starlight.” She took in a deep breath and her posture relaxed, the shaking diminishing. It helped that she was releasing her concentration, allowing her magic to recede, and there was a moment in which the barrier began to fade before the other mare’s corona manifested and the magenta was replaced with teal.

She began to walk away, and Philomena rose from her shoulder to fly ahead of her, only to stop and give one final glance at the figure she so desperately wished wasn’t Spike. He didn’t seem to pay much attention to anything that was transpiring. Even after orgasming, he just kept on going, perhaps even more vigorously than before, pawing at himself, moans and growls emanating from the depths of his throat. He writhed across the floor, and flesh thumped and pushed against anything that was in the way. He had always been a tenacious sort, so determined to do what he put his mind to, and very often that was something that was ill-advised.

“Starlight?”

She looked back and the mares met each other’s gaze again. The air was tense. Speaking not just as friends but as teacher and student.

“If…anything happens…if you…feel something happening…do everything that you can to protect yourself.”

“I’ll be fine, Twilight,” she replied with an assuring and confident grin. “You already woke me up. I couldn’t possibly fall asleep again while something like this was going on right in front of me.”

Twilight Sparkle winced momentarily, but she smiled back.

Then she was gone.

Starlight Glimmer returned her attention to Spike. After a moment there was a flash of teal light and a pop and she leaned back onto one of the stools from the kitchen, teleported in for her. The least she could do was make herself comfortable as she watched.

Then there was a second flash and pop. She had to suppose there was actually a benefit to this. She didn’t have to deal with the squeamishness connected to having one’s sibling be mutated into a hypersexual caricature, and now that the initial shock and panic was wearing off she could use this opportunity for more practical purposes. Despite the critical need for more information on the biology of dragons, Twilight Sparkle had never wanted to subject Spike to much in the way of experimental research, not even after he had grown old enough to give consent for some of the more invasive procedures that might be needed. Starlight Glimmer could take it upon herself to be more proactive on this front, and on this occasion, they were going to need all the research they could get.

She held the notepad over her lap and the quill in her other hand, and she looked up as Spike gave out a thunderous moan, writhing on the floor, curling away from her, and his tail lifted up and away from his burgeoning buttocks. She muttered to herself as she wrote on the page.

“Confirmed…no slit…just the hole.”

= = = = =

Pinkie Pie’s days had a tendency to end very abruptly. It looked easy to be a whirlwind of energy, to be bouncing all around a room and talking a mile a minute and pulling out baked goods and party favors at the drop of a hat. The truth of the matter, though, was that burning through all of one’s reserves left very little left at the end, after accomplishing everything that was “necessary” (which, given that this was Pinkie Pie, could be any number of unusual and inexplicable matters). This meant that, when it was time to sleep, she would rapidly begin listing and staggering and slumping with eyes half-open, and sometimes she would just fall asleep where she was standing.

And that was without getting into the occasions when she was hosting late-night parties where alcohol was permitted.

This night, she had managed to make it to her bed after brushing her teeth (when you spend ninety-five percent of your waking life smiling, you’d better have good teeth) and stripping down to her underwear, just clambering onto the mattress before pitching forward onto the pillows. She started snoring with her ass sticking straight up into the air. She wouldn’t have been concerned, knowing there wasn’t anything to worry about, since Gummy would let her know if anything indecent happened.

Gummy the alligator was sleeping in a basket nearby. “Asleep” for him wasn’t much different from “awake.”

Suddenly there was movement in the quiet bedroom. Movement from the prone mare’s body. Not conscious movement, not turning in one’s sleep, not the involuntary muscle spasms of perceived motion in dream. It was a twitch, starting in her tail, the dock vibrating and making the big bushy mass of pink curls rustle rapidly. This progressed lower, into her hips and legs, and her knees bent and rocked, back and forth, pushing against the mattress. Her butt waggled in the air in an astonishingly provocative display for a pony who was currently unconscious. It didn’t last long, hardly even five full seconds, but it was punctuated by a flex that made her buttocks clap together.

“Oh…” she whispered in her sleep, muffled, speaking directly into the pillow, “that’s…different…”

Amidst the dark, a shadow peeled away and entered her.

Gummy opened his eyes, and shuffled about on his stumpy legs until he was turned around and closed his eyes again, turning his back on Pinkie Pie and the noises that were beginning to rise up outside the windows.

Author's Notes:

You waited two and a half years for the follow-up to the final lines of Tinged, a random sub-10k story I wrote on a whim. Now here we are, more than a hundred thousand words later.

I feel at this point I still had a fair deal of uncertainty on exactly what direction I wanted to take this story in. The original draft also had a lot of conflicting perspective between Starlight and Twilight before I narrowed it down to just Starlight.

There was a lot that had to be set up here, to establish that fine line between porn and horror which will be toed over the course of this story as more and more characters become corrupted. I wanted the general vibe of corrupted individuals to be that of someone who has no sense of self-control, no inhibitions, they will be blissfully ignorant of how uncomfortable they may make others but they don't go out of their way to force themselves on others, especially non-corrupted.

This chapter was originally written in October of 2020, over a year ago. My supporters on Patreon have had access to this as well as the rest of the chapters of thie story in the time since then. I post previews of all of my story content, and as I push myself toward higher aspirations there may be more and more stories that stay in that early preview form for a long time before their completion. For as little as $2.50 per month, you too can get access to these previews and have the opportunity to peek in on my writing process.

If you would rather not make a commitment to a subscription like that, you can also support me through one-time donations on Ko-Fi.

Regardless, I appreciate everyone who takes the time to read my work, I hope that over the course of this story it will in some way make a difference in your life. <3

Chapter 2: Disarmament

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Twilight Sparkle heard the fluttering flaps of Philomena around her head. She heard the occasional querying, worried chirp. She heard her own breathing, heavy and haggard and choked. She heard the pounding of her heart in her ears.

She heard all of these things. They were her only tenuous grasp on reality.

She didn’t hear hoofsteps. In spite of the urgency which accompanied movement in this moment, she couldn’t bring herself to take a single step. A part of her just wanted to go back to Starlight Glimmer and throw her arms around her and cry, if that didn’t mean also seeing Spike, the source of her present distress in the first place. The Princess of Friendship relied so heavily upon her friends for her strength, and here she was without any friends to support her—because she had to find one friend, while another friend had been left behind to keep an eye over the friend who had spontaneously turned into a sex-monster. And that was to say nothing of her worry for the friend who was also her mentor.

It was too much.

“But I…have to do this,” she muttered to herself. She trembled as she pushed herself away from the wall, and she finished her approach to the palace doors, swinging the broad gates open. The outside air was quick to nip at her; it hadn’t been especially cold earlier in the day, but in the middle of the night that was a different story. It didn’t help, though, that she hadn’t stopped to change out of her pajamas, and her gown didn’t do much to keep her insulated. There wasn’t enough time for that. She had to leave and get back as quickly as possible.

The alicorn reflected on that ruefully as she looked out across the darkened hills and fields. She didn’t think that she could risk teleporting in the direction of Fluttershy’s cottage—even in the dead of night, there was always the chance of some pony or other creature wandering about, and that was even more possible in the vicinity of Ponyville’s local wildlife enthusiast. She would have to settle for simply flying, and windchill was only going to make the cold even worse.

Before she took off, she looked to the side, in the direction of the town proper. There were a handful of lights on among the scattered residences. Ponies up late, tending to last minute work obligations, or to spur-of-the-moment desires. That could have applied to some of her friends, she was aware. She herself had on multiple occasions stayed up far later than she should have when she was engrossed with a particular book.

Or was it possible that “late” wasn’t quite as applicable as “early?” Ponies waking up early before the crack of dawn. It occurred to her that she hadn’t ever checked a clock to see just how much this was interfering with her sleep schedule. More to worry about later.

Twilight Sparkle took a deep breath, then after a few final seconds of focus-mustering she ran forward while flapping her wings and then leapt into flight, and Philomena streaked after her, a fiery bolt of light. She tried her best to push those worries out of her mind; her ability to fly tended to be hampered by thinking too actively about anything she was doing, and she was still working to be as natural with it as Rainbow Dash. She pushed away the concerns that she had left behind and thought only about looking ahead to what awaited her. When it came to friends, there was a sort of snowball effect—each successive bond was exponentially stronger than the one that came before (she was still trying to work out the exact values that were involved in order to get this down to a science). She just had to get to Fluttershy, that would be enough to steady her, and then, if it was necessary, they would gather up the rest of the party for whatever task was needed of them.

Everything was going to be fine.

= = = = =

When one has cultivated an occupation around taking care of animals, it becomes necessary to have a wildly atypical sleep schedule. After all, plenty of those little critters operated on a nocturnal basis, and there wasn’t room to go skimping on giving any of them the attention they so rightfully deserve. This had eased up slightly since the creation of the nature sanctuary, which could be configured to have all the necessary comforts set up in advance for what was anticipated. But this was Fluttershy, who just couldn’t bear the thought of anything going awry while she wasn’t there to keep an eye on the bats and the owls and the snakes and the spiders and the badgers and all those precious little species of mice!

“Oh, and do you have enough lettuce?” the yellow pegasus asked the sixth mouse in the row feeding from the little trough that was among the bins of food that were left out for the animals of the sanctuary to eat.

The mouse nodded and squeaked to her. The trough was, in fact, overflowing with green leaves, more than enough for the whole mischief of a couple dozen mice and one overgrown rat.

“Good! And what about—”

The next mouse squeaked to cut her off before going back to eating.

“Oh, okay,” she whispered, ever submissive, even to creatures that were a fraction her size, “just making sure. I’ll leave you be, then.”

Fluttershy stood up and scanned her eyes over the rocks and fields. She towered over the animals around her, wings spreading to the sides, a canopy that would have provided shade to those in need during the daytime. She had always been particularly tall among her friends, long and slender, with her billowing coral-pink mane and tail easily able to conceal large swathes of her frame. Though Rarity was always trying to get her to wear dresses that would accent her natural beauty, while she was at work with the animals—which was most of the time—she was wearing clothes more in line with Applejack’s work uniform, especially the pants drawn over her long legs and boots to keep her hooves protected, and in the cool night air she opted to wear a sweater. It kept her feeling cozy, fitting for the atmosphere she wanted her little shelter project to carry.

There were a few dim lights set up here and there for illumination, but for the most part it was just the light of the moon and the stars. She didn’t take a single step without carefully half looking down at her hooves to make sure that there was never a risk of treading on something at any given moment. It was slow, sometimes, but that was the best way to go as far as she was concerned.

A loud squeak got her attention. Not the mice again, this was much shriller. That got her to turn toward a cage hanging from a tree. It might have looked like a birdcage at first glance, with a thick, heavy curtain that could be drawn over its front, a flap that went over the opening so its occupants could enter and leave, but it was not used for animals of a feathery variety, rather a daytime shelter for animals not fond of the light. Inside, she saw movement. And the noise that she heard was distinctly one of distress.

“Oh, what’s wrong?” she asked, coming over as quickly as she possibly could. Her long pink mane and tail billowed around her before settling back into place.

Inside, instead of birds sitting upon the perches there were bats hanging from them. Unrest looked to be steadily spreading through the cauldron, but she could quickly discern that the most distressed of all was one clasping against the bars of the cage, flapping and screeching at something in the darkness.

“Oh my, you’re so worked up.” Fluttershy was quick to reach in and pluck out the winged rodent, knowing that action would need to be taken sooner rather than later to keep the others from being worked up into a frenzy. She knew exactly how to stroke and pet and scratch each of the animals in her care in order to pacify them, but this one took a little longer than was the norm to cease his resistance and to understand that he was within safe hands. “There, there,” she cooed quietly, carefully patting at the bat’s head with one finger. He ceased struggling, but continued to tremble in her grasp, and she could see the worry in his beady black eyes. “Now what’s got you upset?”

The bat cried again in a more controlled, understandable (by Fluttershy’s standards) manner as he gestured with one wing out in the same direction that he had been facing before. There was enough to get a general sense of what the source of concern was.

“Something…big?” she repeated.

Fluttershy was often the first to cower in fear when even the most superficial danger presented itself, but that was not always the case when she was in the presence of her animal charges. She understood her responsibility, especially when it came to how easy it could be to stir up a panic if control was not maintained.

And trouble was something of an inevitability when one was so close to the Everfree Forest.

Fluttershy stood to her full willowy height, craning her neck as she looked out beyond the narrow cones of light that illuminated the sanctuary. Past the immediate vicinity, the carefully constructed space gave way to a thick tree front which would have been dark and gloomy even during the day. At night, all she could see was a great curtain of shadow with the vague impression of leafy treetops beneath the canopy of the starlit sky. And who knew what might be lying in wait within that darkness…manticores, cockatrices, chimeras, timberwolves, hydras, ursa minors, or worse. Under most circumstances she could pacify any one of those well enough to turn them away, but if one was already worked up into a fury she wouldn’t have much chance. Her ears swiveled, but she couldn’t identify anything beyond what was immediately evident, and she found herself wishing idly for the bat’s echolocation.

The hairs on the back of her neck bristled.

Chittering. Scrabbling claws. All of a sudden, she saw a small furry shape emerge from the gloom, running across the stone. Grey fur, stripes, black around the eyes. A raccoon.

“Hey!” she leaned over as the raccoon approached, ready to accept her into open arms (well, singular arm, one hand still holding the bat), “What’s wr—”

But the raccoon went on past her, heedless of her, away into the darkness, only crying out in desperation, and the meaning that Fluttershy could parse from it made her skin crawl.

“Big…monster?”

The friendly atmosphere of the sanctuary promptly evaporated. The mice at the feeding trough were starting to scatter. The large rat stood on his back legs and looked warily into the distance. The mare didn’t notice the bat flapping out of her open hand and away into the night.

Then the stampede appeared from the dark. Small scurrying animals, mice that quickly blended in with those already present, and voles and squirrels and rabbits and badgers, quickly covering the ground in a moving carpet of fur and legs. Fluttershy took to the air as the larger animals began to appear, foxes and wolves and even bears, but that didn’t help as flocks of birds emerged as well, nearly skewering her with their beaks. The remaining bats in their cage all came screaming out, a storm of dark wings. The sanctuary had erupted into chaos in seconds, there were too many for her to hope to mollify all at once. She was now struggling even to keep herself calm.

Especially as, over the commotion, she heard the sound of something else. Heavy, resounding steps, thumping, one after another. Growing louder. Closer.

The time to stand her ground had passed. Fluttershy only gave a cursory glance around the mayhem of the sanctuary, enough to see if there were any critters in danger—mercifully, none had lagged in place long enough to be trampled. Then she whirled about in the air and flew off; she may not have been as agile as Rainbow Dash, but when the need set into her the adrenaline could get her wings pumping fast. She glanced back over her shoulder at the clearing, only to see the trees shaking and rustling, and that got her to go faster still.

Despite the dark of night, she was easily able to navigate the short distance to her cottage. That shortness was almost a detriment, though, as it meant there was less assurance that she had managed to get far enough for safety. She landed at the top of the knoll, and again she looked back. Under the light of the stars and the moon, she could see the last of the animals still scattering across the field, faint black masses amid the dark. She could see the trees shaking—motions that began at the trunk and worked their way up, not the swaying of the branches in a breeze.

A distant impact, and something emerged above the treetops.

“Big…!” Fluttershy’s hushed squeak was almost comparable to the incoherent voices of her animal friends, and she opened and slammed the door behind her.

The pegasus was even more familiar with the inside of her cottage, the space easily navigable even at night, but on this occasion the stark darkness inside was far from comforting. Her breath came in harsh gasps and the beating of her heart was thunderous. She nearly didn’t hear the struggle of movement and groggy, angry squealing as Angel woke up from his slumber nearby. The rabbit tended to sleep light, and she would normally try her best not to cause a commotion when she came back during the night (which usually wasn’t difficult, given her typical quietude). For the moment, that was stowed back in the farthest reaches of her mind.

Gauge the situation. That was something she could do. She excelled at foreseeing the possibilities that would arise from seeing a particular set of animals in proximity to each other, determining which of them would be likely to cause problems for the others. A huge creature of that sort…would it be following her? Would it even think of her as something worth following if it had seen her? If it had, would it continue trying to come after her once she had hidden herself?

“Twilight…Rainbow…” Any one of her friends would have been welcome. She always hated asking anything of them, hated inconveniencing them, but in a situation such as this…just having a friend with her would help to quell her internal dread. The warmth of a friend, that was the coziest feeling of all.

Especially if the friend was—

Fluttershy froze stock still, even her breath catching in her throat. Frightened not by the steps that were still steadily growing louder but by the thought which had manifested in her mind. It was an impulse, the idea of which was utterly foreign to her, mortifyingly so. Too embarrassing for a pony like her to even consider it.

“I don’t even have any…any friends with a…penis.”

Saying the word in that context made her want to close her lips tight, never to utter another word ever again. It wasn’t that the idea of sex was completely unknown to her. Her time with animals had naturally included learning much about breeding cycles and mating rituals. When it came to other ponies, though, it was something she had never even considered approaching.

What about Discord? He was male. Surely that meant that he had some twisted member hiding in his—

Something didn’t feel right. There was a lapse in her memory, a passage of a few seconds that had vanished into the ether.

(something was in her)

Angel was throwing a tantrum somewhere nearby, squealing out angry exclamations about being disturbed. He stopped abruptly when he became aware of the loud stomps outside, closer and closer. Definitely within the immediate vicinity of the cottage, coming up over the hills. Fluttershy didn’t want to step away from the door, didn’t want to let anything get through, but for lack of an inset window she had to stumble to the side for the nearest window she could look through. Her center of balance didn’t seem quite right.

Outside…

It was so dark, and the pegasus’ eyes still hadn’t quite adjusted to the low light levels. The fields beyond the cottage yard were swathed in a pall of black and grey.

THOOM. THOOM.

And another sound, carried in on the breeze, a low murmuring.

A figure stood at the edge of the property, just past the pond. The shape extended up toward the sky, into the scope of the heavens, cast in silhouette by the moon and the stars. Inordinately (big) tall, perhaps taller than the cottage even while standing at the base of the hill, in the range of hydras and ursa minors, but so much thinner. Balanced on long legs like tree trunks as if they were stilts. Torso strangely misshapen, an exaggerated curvature.

And from above the shoulders…not one but two long, craning necks, like that of a giraffe. She saw heads slowly swiveling about, as if scanning the environment. Snouts, also odd in their shape, bulbous and swollen, flaring outward at the tip like flower petals. A long, vertical swoop rising up from the scalp of the right head. Like a frill. Or a mohawk. The other’s hair was harder to identify at this distance.

Realizations were starting to click into place in Fluttershy’s mind. Parts of her subconscious were pushing down those realizations, refusing to believe that they could be remotely close to reality.

But then she heard the voice that was whispering over the wind. Voices. Two distinct sets of words. And yet she knew that they were both the same voice, one that she knew distinctly, deep and melodic in its tone, albeit with definition muffled.

One voice spoke muttered foreign syllables that sounded to her untrained ear like an incantation. She didn’t know their meaning, but she dimly recognized the pattern of the sound. Native Farasi, Zebrican dialect. She had heard it before.

And the other voice…

“Oh, sweet little Fluttershy, you have left us, why oh why? We wished only to share with you this pleasure that we have found, strange and new. No matter, there are plenty of ponies to go around; perhaps we should see about finding some in town.”

Alien murmuring.

“Yes, I must wholeheartedly agree. Better together, just you and me.”

And the two heads turned to face each other and came together, to kiss.

Fluttershy had to throw herself away from the window. She couldn’t bear to look any longer. Her heart was racing, her head was pounding.

“Not Zecora. Not Zecora. Not Zecora.”

Everything tilted. She tumbled over her hooves and landed hard on the floor. Knees and elbows and muzzle flared in pain. Angel was beside her, small paws pushing at her, worriedly, but, in that moment, he might as well have been on the opposite end of the planet. Fluttershy was retreating into herself, away from the world, lost to her turmoil of terror and confusion, curled into a ball and clutching at her head.

But the worst part was the inadequacy. It was a compounding factor which then proceeded to compound further upon itself. She felt her fear hold her down, and then she lamented her inability to act in spite of that fear, and that feeling of inadequacy increased, doubling down over and over in a vicious cycle. No matter how many adventures she went on, no matter how many times she saved Equestria, she would still always be Fluttershy, too quiet, too weak, never confident, never self-sufficient, doomed to—

(stop)

Quiet. It was quiet. Fluttershy felt herself loosening. Her breathing had normalized. Her eyes had adjusted to the gloom and she could see the vague outlines of furniture and walls around her.

Distantly, the heavy steps were receding farther away.

Fluttershy felt…something. Something in her. What was it? Warm, gentle, filling, comforting. She didn’t know what it was, but just knowing that it was there made her feel…calmer.

Assurance.

And it came from herself, no strings attached, no help needed from somepony else.

The pegasus stirred, pushing herself away from the floor. She was heavier, but she didn’t seem to notice.

She didn’t notice that her shirt and sweater were tighter.

She didn’t notice Angel backing away from her, who did notice how her mane was changing color, a splash of purple bleeding through the pink.

As Fluttershy stood on her hooves, there was something different about her posture. Posed strong, legs firm on the ground, arms held to the sides. And then, as she began to walk, there was a swagger in her step that she never would have attempted before. Fluttershy didn’t swagger.

Angel’s squeaks of desperation were not just getting farther away as she walked, approaching the stairs up to the second floor, but were being pushed deeper and deeper into the recesses of her mind.

She didn’t miss a beat as her weight shifted, mass building underneath the surface of her skin. She didn’t question the sudden noise of seams popping and fabric tearing as her clothes opened up, exposing her skin to the open air. She didn’t ponder the feeling of her innards shifting, anatomy twisting into new shapes. She didn’t think about the shape that was rising up past the tip of her muzzle, surface cast with a glossy sheen in the moonlight.

Fluttershy didn’t worry about any of that.

Fluttershy didn’t need to worry about anything anymore.

= = = = =

For as quiet as Fluttershy herself usually was, it was rarely so quiet around her cottage. There was always the chittering and chirping of some combination of animals being tended to by the demure pegasus. Even at night, there would still be activity from nocturnal creatures amid the chatter of crickets. It was an ambient, calming sound.

This was starkly absent as Twilight Sparkle came to land at the edge of the property. A dim glow was cast across the earth, magenta from her horn and red-orange from Philomena’s fluttering embers, chasing away the dark and making it even more apparent how there wasn’t any activity present. She might not have thought of it normally, but on this night of all nights it was deeply unsettling, the silence palpable.

The discomfort only spiked further when she saw the hoofprints.

They were deep indents in the earth, digging into the grass and soil, slanted circular prints that looked like they should have belonged to an elephant, or something bigger, but the ridges were distinctly those of a hoof and frog. Her own hoof, standing next to one of the holes, was so much smaller; she had to estimate that whatever had made these must have been nearly twenty feet tall, maybe even more. There wasn’t enough time for an investigation, she only inspected the surroundings long enough to see that the trail came from the tree line, stopped at the edge of the dirt path that went up to the cottage, and then turned about and walked away. Away, toward the distant lights and silhouetted buildings of Ponyville.

Fluttershy. She needed Fluttershy right now.

At least the steps didn’t go anywhere near the cottage itself, she didn’t have any reason to worry about harm being brought to her friend.

To her credit, the alicorn didn’t start worrying either when she came up to knock on the door and didn’t hear any immediate response. It was deep in the middle of the night, after all, even Fluttershy had to sleep eventually.

Maybe she already had too much on her mind for anything else to fit in.

“Fluttershy?” she called out. Despite the urgency, she didn’t speak too loudly, knowing that the yellow mare could spook easily.

Knock again.

Knock back.

Twilight Sparkle nearly jumped herself. The push against the door was small, almost unnoticeable, but it was there. And it was accompanied by frantic, desperate squeals.

“Is that…?”

For the time being, she was glad that Fluttershy was still too naïve and trusting to lock her door at night—so few ponies ever came out this far, so close to the Everfree Forest, and she confidently believed that she didn’t have anything worth stealing, so clearly nopony would bother her. Of course, Twilight Sparkle or any of their other friends wouldn’t have hesitated to break the door down to gain access if it was necessary. The wooden barrier came folding to the side and from inside a flurry of movement rushed out, a whiteish blur. She tried to step away, but she couldn’t react before the shape came to cling against her leg and she could see it clearly. “Angel?”

The rabbit was trembling, paws held tightly around her, ears folded back. He would normally never get close to anypony other than Fluttershy. Twilight Sparkle didn’t need to be an animal expert to recognize that he was terrified of something.

“Angel, what’s wrong?” she asked, picking him up with her magic and holding him up before her (Fluttershy always told her that most animals didn’t like being held with levitation, but for the moment her instincts were taking over).

The rabbit squeaked shrilly at her. She couldn’t parse any of its meaning, but she could feel that, for the moment, there wasn’t any anger, just fear. And one paw pointed back toward the inside of the cottage emphatically.

Oh, Celestia, after this was over, she had to research some spell for translating non-sapient animal speech.

She didn’t say anything at first, only remained there, staring into the gloom of the cottage’s interior. It was a place she had been to so many times, visiting as a friend, a confidante, she knew every room, every piece of furniture, but now it felt wrong, alien. She was staring into the mouth of the abyss.

She put Angel down when he started to struggle in her grip. “Stay here,” she said quietly. Then she looked around to Philomena, fluttering behind her shoulder. “You too. I’ll…I’ll scope this out.”

The phoenix nodded before alighting on the ground beside the rabbit, who seemed to welcome her presence eagerly, and she held him close with one wing, while Twilight Sparkle advanced forward.

Why did she want to go in alone? A phoenix could be a formidable adversary, Philomena could fend for herself and probably assist her should it be necessary. Was it really so much safer for her to stay outside?

Or was it that she didn’t want to be seen when it came time for whatever discovery was awaiting her inside the moonlit house?

The floorboards creaked under her hooves as she walked across the foyer and the living room. The silence amplified every sound. Her own breathing was like the whooshing of the wind, roaring in her skull. There was nopony to be seen on the first floor, nopony nestled into the shadows of the couch and chairs, nopony cooking or raiding the fridge.

“Fluttershy?” she called again, and she couldn’t stop a tremulous vibrato creeping into her voice.

THUMP.

Something heavy on the floor above, right over her head.

(jump bolt flee run)

“Fluttershy?!” Her magenta glow cast in wild fits over her surroundings, shadows playing erratically as she loped toward the steps.

The stairs groaned even more loudly under her hooves, tromping steps echoing. Except for one step where her hoof came down on something soft, and loose enough that she nearly slipped. The rush of adrenaline stymied and stuttered. She reached over and looked, mind filling in the gaps with grisly assumptions before discovering…a strip of cloth. Frayed, torn, ragged. Rarity would have been aghast purely on principle, but there was no blood or other overt cause for alarm. Why, then, was it—

“Twilight?”

She looked up abruptly. “Fluttershy!”

One more dash up the stairs. Onto the upper landing, which was mostly bedroom. There were few places for somepony to hide. It didn’t take long at all to find the owner of the voice. She would wish that it had. She didn’t know that she had allowed herself to wear a hopeful smile until she felt it wilting at the sight of what awaited her.

There was a figure standing at the other end of the room. She had the shape of a pony…approximately. Head, torso, two arms, two legs. And a pegasus, specifically, with wings folded against the back. The necessary pieces were there. But the proportions were wrong, the outline grossly distorted, broad and wide.

“Twilight?” Fluttershy’s voice, definitely, but the tone was wrong, faintly muffled.

The alicorn was trying to scream but her throat had clenched itself shut.

The colors couldn’t have been entirely trusted, awash in the vivid magenta glow of her magic. But there was no mistaking the butterfly cutie marks, distorted though they might have been, stretched over the broad swell of thighs and buttocks.

Twilight Sparkle’s magic reached out to slam against a switch and light flooded the bedroom.

The yellow mare was obscene in her curvature, the most extreme form of an hourglass body shape. It was hard to judge compared to the utter enormity of breasts and ass cheeks that were the size of beanbag chairs, but it seemed as if her waist was impossibly thin, pinching down to a narrow body that scarcely could have supported a spinal column, let alone organs, and the limbs were similarly slender, slim arms, legs tapering down sharply below the thighs. The gratuitous and very bare assets seemed exaggeratedly round and perky, defiant of gravity—a look that Twilight Sparkle faintly knew could be indicative of implants rather than natural body fat, but to be done to this extent was utterly ludicrous. The tail trailed over her rump and cascaded to the floor in a manner that was reminiscent of a gown’s skirt, and the mane was so much more full and vibrant than it should have been, as if Rarity had been allowed to style it in a more confident manner as she always longed for. The pink color was choked by streaks of purple and blue.

“Oh, Twilight…” The crooning voice called out again. “I’m so glad that you came.”

The alicorn unconsciously stepped back.

The pegasus started to look back over her shoulder, just enough to see around the curtain of her mane. An eye peeked into view, heart-shaped pupil and teal iris swimming in a pool of black. Her mouth wasn’t moving as she spoke, though. It would have been terribly hard to speak, not to mention see in front of oneself, through lips that were the size of pillows, mounds painted with fuchsia gloss, the lower lip resting on top of her bosom. The effective obliteration of her muzzle made it difficult to parse her expression.

“Stop.” Twilight Sparkle was shaking her head slowly from side to side, eyes wide, trembling. “You’re not…you’re not…”

“Oh, Twilight, what’s wrong?” The warped mare’s mouth still wasn’t moving, but Twilight Sparkle became aware that the voice was coming from two separate sources. “I can’t go stopping now. I haven’t even gotten started yet.”

Something else came into view as she continued to shuffle around. Something protruding from her loins. A sac and swollen globes hanging over her legs. A mauve shaft that extended straight outward and nestled betwixt the valley of her cleavage.

But the final reveal was the most taxing of all. As the thing in Fluttershy’s skin turned and her face became completely eclipsed by her lips (as would be the fate of anypony she tried to kiss), the far ends of her breasts came jiggling into position to face directly toward her guest. In place of nipples, each globe was capped with its own mouth, its own pair of lips, and even without any means of maintaining eye contact they still had no problem with continuing to speak.

“I just got back from the sanctuary, and oh sweet Celestia I’m so worked up.” One breast spoke and then the other picked up for it. “It’s been too long since I last went on a rutting spree, don’t you think?” Her hands were groping at herself, one heaving up an armful of tit flesh, the other grabbing at the base of her cock. Her true lips shifted only faintly as a deep, lusting, threefold groan escaped her.

“No, no, no, no, no…!” Twilight Sparkle chanted as tears filled her eyes, but it was so quiet that it might as well have just been in her head. Was that what it felt like for Fluttershy when she was trying to speak?

“Oh, I’m going to need to go into Ponyville, to remind everypony…what Fluttershy is like.” She gyrated her hips as a tongue emerged from each of the lip-nipples and licked at the cushy edges of their respective openings. “I’ll need to make it a proper entrance, though…a dress just for the occasion…I’ll have to go see Rarity, I’m sure she can come up with something for me. We’ll just do a favor for each other and call it even, that way—”

“NO!”

Magenta light flared in the bedroom. Fluttershy was yanked to the side, off of her hooves, and thrown into the nearby bed. The wooden frame creaked and groaned under her, scarcely wide enough to support the breadth of her breasts and buttocks and balls. Then the sheets and blankets were ripped loose and twisted around themselves into ropes which then tied across the slopes of yellow-furred flesh, binding her in place. It was not an ideal means of securing a pony, but it would have to do in desperate circumstances.

The warped mare, for her part, made little acknowledgement of any of this, and even when it became apparent that she was tied down she hardly put up a struggle. She only made a token effort to squirm, and the parts of her that had cloth digging into them squeezed and compressed, while those that were free jiggled. Her penis, still erect, jutted into the air like a tower, bobbing pendulously, and the flared tip gushed with a viscous fluid that trickled down along its length—precum, she dimly recognized from her knowledge of anatomical studies.

“Oh, Twilight,” Fluttershy’s voice crooned at her twice over, “I didn’t think you were into kinky stuff like this.”

“Stop, stop, stop!” Twilight Sparkle shouted at her. Tears were streaming over her face. Her wings spread out behind her and a terrible aura surrounded her. She hoped to muster her alicorn visage for intimidation, but really she was just making a vain attempt to bolster herself. The fear in her was too heavy, she couldn’t push it out onto somepony else. “What did you do?! What did you do to Fluttershy?!”

Fluttershy looked back at her, only one eye barely visible with her face so smothered beneath its own lips. Some muffled syllables came out before the nipples spoke, “Twilight, what’s wrong?” It almost sounded right. Almost. The right kind of concern for a fellow pony, from a mare always ready to show kindness to her friends when they were in need. The next words to follow weren’t nearly as reassuring. “I am Fluttershy. I’m hot and sexy and ready to rut.” Her hips squirmed and her cock swayed. “Now won’t you please be a doll and let me go? I’ll even give you a smooch for it.” And all three mouths made a cacophony of wet smacks as they puckered at the air. It made Twilight Sparkle want to stuff a pillow into each of the openings, only stopped by the thought that maybe that would serve to arouse her further.

There was only one thing she could think to do.

She didn’t want to get any closer, still not knowing what might be causing this phenomenon, whether or not it was something that could be caused by physical contact or airborne or something else entirely, but she didn’t have any choice. The purple mare came up to the edge of the bed. So close to one swollen, sagging breast and the strange, mutated, glossy nipple that was at its far end. She wasn’t in any mood or position to ponder anatomy, too busy worrying about the idea of the flabby lump lurching out at her and latching onto her face for a kiss. Fluttershy continued to not struggle and made no attempt to take advantage of proximity as Twilight Sparkle leaned over her and pushed aside her voluminous mane and the bloated lip (it felt like a slimy balloon filled with dense gelatin) so they could look each other in the eyes. Those alien, corrupted eyes, staring with a cartoonish exaggeration of lust, but at this distance, so much closer than she had allowed herself to get with Spike, she could see the intelligence that was still gleaming within. Fluttershy was still in there, she so desperately wanted to believe.

With her magic charged into a bright white corona at the tip of her horn, Twilight Sparkle bent forward and touched it to the mare’s forehead. This spell was channeled with more than just raw power; it was the force of her memories made manifest, memories that pertained to her friends and what they had learned together, particularly one sweet, sheepish pegasus, a mare who was kind to a fault, who always put others over herself, whose unassuming façade melted away whenever it became necessary to protect those who were important to her.

“Remember…” she thought, pushing that resonating command deep into Fluttershy.

“No.”

There was no time to disengage before Twilight Sparkle felt the sensation of something coming at her, like an oncoming train barreling down upon her. A rush of sensations and impulses and noise washed over her all at once, obliterating any sense of conscious thought. It was trying to snuff her out. She screamed, and the sound came in reverse, starting distant and muffled before rising into a piercing roar, but she maintained her focus. Holding onto those memories, that light, was the only thing keeping her afloat in the storm.

And then, just as quickly as it began, it was over, and Twilight Sparkle was lying in a heap on the floor beside the bed. A cold sweat had replaced the salty burn of her tears. She trembled as she fought to get back to her hooves and gather her strength once more. She looked back up at the bed, at the prone, misshapen yellow figure that loomed over her, with a completely new sense of fear rising up within.

“What…who…?”

Her brain was still picking up the fractured pieces, trying to recollect and comprehend what had just occurred.

Looking into that thing had been like blindly opening a door and stepping through, only realizing upon trying to lower your hoof onto open air that you were walking into an empty space of utter blackness.

In the metaphysical realm between her mind and this foreign intelligence, her feathered wings were as effective as wings made of cardboard, and she fell helplessly.

During the plunge, the wind howling in her ears formed words:

“Pain is a distortion of the real.”

“Let passion guide you.”

“Swollen and saturated.”

“Your inklings are unnecessary.”

“Seeds sprout and take root.”

“Embrace.”

“Your colors are running together.”

“You crave satisfaction.”

“This is what you were meant to be.”

She heard the words spoken in Fluttershy’s voice. She heard Spike’s voice. There were entirely too many voices and for every one that she recognized she felt a needle drive itself into her skull. There was a voice that was sweet and bubbly despite its droning tone.

“Pinkie Pie why are you in here why do I hear your voice Pinkie Pie what is—”

She tried in desperation to pour out all of her magic, all of her memories, everything that she had experienced with her friends for the past few years, and the abyss took it all. The noise drowned out her pleas and it would do the same to her.

But it couldn’t take her.

It battered her, raked at her, grabbed and groped with prying fingers, tried to force itself into her, but it shied away from the light, too intense for it to blot out.

So ultimately, unable to find a use for her, it tossed her aside.

But not before she heard something else:

“Hello? Can you hear me? It’s important that you—”

A distant echo of a voice she didn’t recognize. It wasn’t a pony. It wasn’t a creature from Equestria. Maybe not even anywhere on the world of Equus. She had no way of knowing why she was aware of this, but she was certain of that much. And it hadn’t been a tone of malevolence and spite. It had been an inquiry, and it had sounded urgent.

After her breathing returned to some semblance of normalcy, Twilight Sparkle stood again. She could distinctly feel her weakness, the lack of somepony close to her having an unavoidable adverse effect on her overall composure. She could also feel her remaining strength all the same, and that was enough to give her the will to carry on. “Okay…think.” She rubbed her temples as she muttered to herself. “Fluttershy’s no longer an option…no other way to translate for Philomena…no way to know what the problem is.” Though she was starting to have suspicions. “If it’s something in Canterlot…then we’re just going to have to organize a party to go there in person…as many ponies as we can get.”

She turned around, looked down at Fluttershy. She was still only making a half-hearted effort to attempt an escape, mouths cooing and moaning in response to any stimulation received. Then she looked out one of the bedroom windows, in the direction of Ponyville.

“Any ponies who aren’t already…taken…”

(Pinkie Pie…)

“Sorry, Fluttershy, but I’m going to need you to stay here,” Twilight Sparkle finally said as she began to walk away. “I’ll be back soon…after I’ve figured out how to fix this.”

“But Twilight, I need to go into town,” the pegasus replied, calling after her, the voice carrying down the stairwell and still audible on the lower floor. “I need to see other ponies. Twilight, I need everypony to see Fluttershy. Twilight, I need to rut them. Twilight—”

She didn’t want to break down, but she couldn’t stop from crying as she crossed the living room, hooves dragging with every step.

= = = = =

“Hello?”

Rarity looked away from her easel.

Her studio was lit by a single lamp, its hot glare directly upon her. Outside the narrow cone of light, the room became increasingly shadowy. Shelves and cupboards were turned into indistinct dark shapes. Ponnequins became the eerie silhouettes of ponies, facsimiles of still life.

But there was nopony there. She was alone.

The white unicorn grimaced and shook her head before returning to the sketch in front of her. “I really ought to stop working so late at night,” she muttered to herself.

But such was an unavoidable practice for an artist. Sometimes inspiration came at the most unexpected of times, even when lying awake in bed in the wee hours of the night, and Rarity had learned a long time ago that she couldn’t afford to just let those moments slip her by. Every idea, every little drop of insight, had to be catalogued and preserved, taken into account for future calculations.

At least she could be in private while this was happening. She would have hated to be seen like this, hunched over, scribbling or sewing madly, bags under reddened eyes, mane hopelessly frazzled. Let alone that she wasn’t wearing anything more than underwear—indecent and unfashionable!

She set down the pencil and breathed a long sigh of not-exactly-relief as she looked over her work. The rough figure of an equine (based on herself) was framed in a billowing, frilly dress. It was intended to be evocative of the ocean, the crests of waves and the warm breeze. Still, there was only so much that she could be satisfied in. She wouldn’t know for sure until the design had been committed to thread and needle, how it would flow and ripple when the wearer walked, how the colors would reflect the light, how the choice of gemstones would accentuate them.

But as Rarity looked at the drawing, she couldn’t shake the feeling that there was something about it that was…missing. But she was certain that she had committed every detail that she could think of. She could still see it so clearly in her head, the mare walking through the ballroom, shimmering, tantalizing.

And yet, in looking into her memory, the image now seemed hazy, muddied. It wasn’t in the way that these ideas usually faded back into her subconscious, not an inability to remember details. The details were all there, but not the way they had been before. The shapes were inexact. The colors were running together.

She wasn’t entirely conscious of herself as she picked up the pencil again and made a few swooping strokes on the paper, erasing details that were now unnecessary, and she looked at it again.

The sketch of the mare now had breasts that could best be described as weather balloons. The globes of her chest were so large that they obscured her torso, waist, upper thighs, and all of her arms but for one hand.

Rarity stared for a while before she quietly declared, “Well that’s just silly. How would anypony walk like that? The back pain must be tremendous. And just think of how much fabric must be needed for that…all that just so most of it can be covered from the front.”

A pause.

“…There ought to be some more bulk elsewhere to complement the chest…what about the ass…”

The sound of the pencil scratching on paper resumed. There were many corrections that needed to be made.

And all the while, she thought of the sound that she thought she had heard from the depths of the shadows.

A voice calling out to her:

“Embrace.”

Author's Notes:

One step forward, several giant steps back.

The direction I took Fluttershy's transformation in owes a lot to my friend Rykela, it's honestly not too far off from how she plays her in the Decaverse. Just with a lot more lip. She may also be what one would most expect coming from a story like this. From here the transformations are going to become significantly more varied, in terms of both physical and mental changes.

Again owing in part to how uncertain the early parts of this story were, I had to do quite a few changes to this chapter. Fluttershy's transformation had her talking about how she wanted to show everyone "the new Fluttershy," to show that she wasn't a meek mess anymore, but the way the corruption works should make it so that she shouldn't be aware that she was ever like that in the first place.

This was the first time I had Zecora in a story and the scant few lines of rhyming dialogue I had to write for her pushed me to my limit. I don't know how other writers do it. Fortunately the benefit of writing this so late in the game is that I now have access to the canonical name of her home country.

Readers may remember the Non chant from its previous appearance in Rising Tide, but this was actually where I first started writing lines for it because I was juggling the two stories at the start of November 2020.

Yes, a group of bats is called a "cauldron."

I was trying earnestly to remember that all of the pets exist, how long will that last?

If you enjoy my work, consider supporting me on Patreon or Ko-Fi!

Chapter 3: Distress

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Philomena and Angel were waiting for Twilight Sparkle, and they were clearly agitated. No doubt they had heard some of the commotion inside the cottage. The rabbit was still distraught, maybe even more so, as it seemed apparent that Twilight Sparkle hadn’t been able to come to a solution for the present dilemma. The phoenix looked up at her pensively—maybe being the pet of a princess gave her a better composure in these tense situations. Better than she was faring herself as she wiped tears off her cheeks.

“I’m…I’m sorry,” she finally said, clutching her arms against each other and over her stomach, feeling colder and weaker as she made the admission. “I don’t know what’s happening…I couldn’t do anything.”

Angel squealed and tugged at his long ears, as a pony might wring their hair, and Philomena responded by reaching out with one wing to hold gently against his back.

“The only thing I can think of is that we’re just going to have to go to Canterlot,” Twilight Sparkle then said, and she looked at the phoenix directly, “I may not know exactly why you came here, but it’s obvious that something must have transpired with Celestia if she didn’t contact us herself, so our best bet is to meet with her directly. We’re just going to have to gather up as many ponies who are able and…see what the problem is.” She stumbled as the thought occurred to her that she had no idea just what it was they were going to have to do. There had been nothing she could do for Spike or Fluttershy. Who was to say that she would have any solution for the greater problem at hand?

Philomena gave her a hearty chirrup in response. That seemed to get her looking a little cheerier. Angel was still just as forlorn. Twilight Sparkle knelt down before him and tentatively placed a hand to his small body. She would usually expect him to shy away, but instead he leaned into her touch, tried to hold her in place. He was small, but he offered a gentle, comforting warmth. She felt an urge to smile, though she couldn’t quite follow through with it.

“I don’t know that you should stay here,” she murmured as she picked up the rabbit, feeling him tremble in her palm, and then she turned to the phoenix as she fluttered into the air. “Philomena, do you think you can carry Angel back to the castle? There’s nothing more we can do here for now.”

Philomena nodded, and then she hovered over to Angel and delicately gripped him in her claws. The rabbit didn’t seem especially pleased with this—no doubt his prey instincts were telling him to panic—but he remained still as he was taken out of Twilight Sparkle’s grasp. “Stay safe,” she said to them quietly before Philomena turned about and flew away, her red-orange light becoming a star in the night sky. The mare stared, perhaps longer than she should have, letting it burn into her retinas. That was all she would have for now.

Twilight Sparkle turned in the direction of Ponyville; there weren’t enough lights on in the town for her to actually see it clearly in the gloom. Could there be any more ponies affected by this? In a settlement with thousands of inhabitants, it stood to reason that there would be at least one. Probably a lot more than one.

She kept thinking of one pony in particular, one with a puffy pink cotton candy mane.

But then she turned, looked to the southwest. Sweet Apple Acres. Her brain was already crunching numbers, the values that she had burned into her skull in the early days of her time living in Ponyville, on the odd days when she had nothing better to do than study maps to help familiarize herself with the area. Thus, she was able to know instinctively that Sweet Apple Acres was closer to Fluttershy’s cottage than the heart of town was. She could go there and check on the Apple family, and she could be certain that at least one of them would be able to lend her a hand. Applejack and Big McIntosh could always be depended upon, and Apple Bloom had been pulling her weight more and more as she grew up as well. Even Granny Smith probably wouldn’t pass up the opportunity to swat somepony with her cane, even if the princess would still have to ask the elderly mare to stay behind if at all possible. With those reinforcements, she would be better equipped to go into town.

Twilight Sparkle felt sure of this, even if she couldn’t know where that assuredness was coming from, as she took off into flight once more.

Inside the cottage, the twofold voice continued to call out.

“Twilight. Twilight.”

Never wavering in pitch or intonation, growing neither angry nor desperate, always wavering on the cusp of arousal.

Bedsprings creaked and groaned in protest amidst crooning moans.

= = = = =

There weren’t a lot of things about Applejack that could be described as “graceful,” be it her lifestyle or her mannerisms or her wardrobe or her accent. She was a farmer if ever there was one, and farmers couldn’t be afraid to get down and dirty when it came to their work. The one way in which she could be “graceful,” however, was in how she slept and woke up. Punctuality was everything when it came to her schedule, and just about every day of the year had something around the farm that needed doing, and so it was always early to sleep and early to rise. Big McIntosh was much the same, but he usually needed the assistance of caffeine to keep himself awake in that first hour as dawn began to creep across the horizon. Applejack managed to rouse herself entirely through the sheer force of her will and discipline.

This day was no different, and Applejack’s eyes slowly opened and blinked, once, twice, thrice, to drive out the bleariness so that the soft green colors of her bedroom could come into focus. There was only a momentary sluggishness to her movements as she pushed aside the blankets and sat up at the edge of the bed, and she stretched out her back and limbs. She was clenching her whole body, wringing the drowsiness out of herself as one would a wet rag. Her ears flicked, taking in the ambient noises of the night that were filtered into the house, and her tail swished across the top of the mattress.

She and the rest of the family had a big day ahead of them. The axles on one of the wagons needed fixing. The north orchard needed to have its apples collected. The new saplings in the south orchard needed fertilizer, and more watering since apparently the weather teams couldn’t be bothered to bring rain more than once a week. Writing in a complaint might be in order as well, but not before she made sure to fix the hole that she’d noticed in the barn roof. She also had to go check the perimeter to see if there had been any new signs of timberwolf activity. And Apple Bloom had better darn well get her course work done or else there were going to be consequences.

But as Applejack sat at the edge of the bed, she found herself taken by something, and she frowned and her brow creased.

The window by her bed faced toward the east, where the sun rose every day, making it easy for her to be pulled out of her slumber by the coming of the sunrise. This, by extension, made it very easy for her to notice that there was no sunrise. No sun at all, not even a faint rosy glow peeking over the horizon. It was very distinctly still night.

“Huh…that’s funny,” she muttered to herself, except the way she squinted in perplexed suspicion made it clear that it wasn’t the “ha ha” kind of funny. She was certain that she hadn’t underslept; she didn’t feel any groggier than she should be. She stood and walked over to the window and peered outside, to the yard surrounding the farmhouse, the fences and the barns and the stables and the trees beyond, but there was nothing immediately obvious to see, nothing that might have made a noise to disturb her. If it had been something inside the house, there was nothing to be heard now—the old, creaking boards made it quite easy to notice when anypony (namely Apple Bloom) was trying to sneak about in the middle of the night. She was certain that she must have woken up right on time just as she did on every morning that wasn’t preceded by a Pinkie Pie party or a plot to end the world.

All she had to do was check the time on a clock, so she reached out and turned to the side and—

But in that moment, she had forgotten some crucial details from the night before. Her hand sought out the nightstand, anticipating where a clock was resting, not heeding the felt surface that stood in the way. She had put her hat on the nightstand before going to sleep. She had put it over something. An object which was also pushed away, tumbling from the undue force that the movement carried. There was just enough time for Applejack to hiss out the beginning of a swear before it landed at her hooves with a clatter and the distinct splintering of glass, a sound that was definitely liable to wake up other ponies in the house.

“Oh…horseapples,” she muttered glumly to herself, staring for a few seconds at the mess as if hoping that it might undo itself. Moving slowly and more deliberately now, she bent over and picked up her hat, setting it aside on the bed, before she then gingerly reached for the debris, wary of cutting herself on any shards of glass. She managed to avoid any injury, but it was upon inspecting the object that the heavy lump in her throat plummeted into her stomach. The thin wooden frame seemed to be completely intact even if the glass that had kept the front sealed was entirely shattered. Applejack slid out the photograph that had been stored inside and held it up in the moonlight.

There were six ponies shown on the picture. Applejack herself was at the front, so much younger and smaller but no less full of determination, grinning broadly. Granny Smith sat on a chair next to her, her form not quite as withered as it was nowadays, a warm glimmer in her eyes. On the other side there was Big McIntosh, already living up to his name, nearly as tall as an adult stallion when he was just a teenager, and in his hands he was holding a little yellow filly with red hair, Apple Bloom when she was hardly more than a foal, who looked utterly mystified as to what was presently happening. And behind them were her parents, Bright Mac and Pear Butter. Bright Mac was wearing the hat that she now carried, and it seemed as if he couldn’t fully commit to looking at the camera, couldn’t resist looking at the family around him, couldn’t contain his pride and joy. Pear Butter was breathtakingly beautiful, even for as simple as her appearance was, bearing a smile that could warm anypony’s heart. Applejack ceased to be entirely conscious of herself, of the passage of time, of her own movements as she daintily brushed at the photograph with her finger, tracing over the two ponies who were standing over her in the scene.

After some time had passed, she closed her eyes and sighed. She put the plastic square upon the nightstand alongside the empty frame. She looked down at the broken glass, just barely visible in the dim lighting of the bedroom, and she grumbled to herself. That was two more things to add to the list: cleaning up this mess, and then getting a replacement picture frame. The latter might not be something she could do on her own, she was probably going to have to ask Granny Smith where they—

There was a loud thump in the house as something toppled over, followed by a sharp, pained cry.

Applejack was on the move immediately, practically throwing herself over the bed in a leap and landing neatly on her hooves on the other side, wasting no time in transitioning into movement. It didn’t take much to get her adrenaline pumping; she might not have been as fast as Rainbow Dash (not that she would ever admit to as much), but on the farm it was necessary to be aware of as much as possible, and quick reflexes were key to that. Strong musculature pumped and heaved underneath the thin fabric of her pajamas, propelling her at a breakneck pace through the dark halls that might have put her at risk of careening into a wall or over a banister if she weren’t intimately familiar with the layout of this house. It helped that she knew exactly where she was going. It helped that this was, unfortunately, not the first time this had happened.

“Granny!” the mare called out urgently as she threw open a door. The room on the other side was suffused with the sour-sweet smell of medicine. Just about every piece of furniture in the room was decorated with some form of knit covering, and every available flat surface was covered in yet more photographs. The blankets on the bed had been pulled away, fallen over the side, trailing in the wake of its occupant. The shape of a pony laid prone upon the floor, only moving and breathing slowly. “Granny, what’s wrong?!” Applejack was beside her in seconds, reaching to her gently, wanting to comfort her but also to not risk causing any damage by disturbing her. “Are you alright?! Did you break somethin’?!”

She was only met with pained groans and whimpers from the figure tangled up in the blankets. Where the children of the family had grown over the years, Granny Smith had done the opposite, turned shrunken and shriveled. Her small frame was like a leaf compared to Applejack’s toned and sturdy physique. Her will was still fierce, she’d do her damnedest to keep pulling her weight around the farm and she’d never allow anypony to think that her faculties were lacking, but that will was starting to show its cracks. There was nothing to immediately suggest any physical injury, but the way the old mare shivered and huddled inside the blanket evoked the image of illness, of a high fever. The weakness of the body betraying itself from within. Applejack or Big McIntosh or Apple Bloom would shrug that off after a good night’s sleep. An elderly pony like Granny Smith might—

Applejack gripped tightly at the hem of the blankets.

Granny Smith shuddered once more before turning in a manner that seemed more deliberate. Cloudy eyes blearily opened and looked toward Applejack. Her withered face was full of confusion and dismay, a perplexed recognition. “Granny, are you feelin’ well?!” she asked again insistently, urgently.

The old mare replied, “Brighty…issat you?”

Applejack’s jaw clenched shut for several seconds before she could bring herself to respond. “N-no, Granny, it’s…Applejack.”

“Wha—?” Granny Smith squinted at her, ever more confused, and then she glanced around the room again, at the underside of the bed and the ceiling. “But…where’s he? Jus’…jus’ went out for some flowers.”

“Granny, Pa…Pa ain’t here.” But as Applejack spoke, she longed for the comforting feel of that hat resting upon her head, yet she’d left it behind in her bedroom. “Pa and Ma are…they’re not here.”

But Granny Smith shook her head emphatically and she struggled with herself to move, to sit up, her ailing body and present confines fighting against her. “What haybale nonsense you talkin’ ‘bout, Applejack? I know Brighty and Pear. They’d never jus’ leave us.”

Applejack could only stare back, silent and stony. She couldn’t bring herself to say anything. She didn’t want to acknowledge this conversation or anything that it entailed. She bent down and reached underneath Granny Smith’s prone form, supporting her back and legs, and lifted her. She knew that the old mare didn’t like being treated this way, but she couldn’t stay on the floor and she shouldn’t exert herself any more than necessary either. “Lemme jus’—”

The farmpony faltered, just momentarily, as she lifted her grandmother from the floor, still bundled in the blankets like a foal. She didn’t struggle against her touch, didn’t cry out, didn’t berate her. That hopefully indicated that there indeed hadn’t been any significant internal injuries. It was the weight that took her aback. She knew how much the old pony weighed, how much effort she had to put into a task like this, and she was having to exert a lot more than she should have been. She felt a distinct ease upon her back as she set her upon the bed and the strain was removed. Her brow furrowed.

Though, Applejack had just woken up, and been in more than a little distress herself. It was likely just her frayed nerves getting the better of her. Nothing to worry about. Probably.

“Jus’ rest for now, Granny,” Applejack murmured somberly.

She started to turn away before Granny Smith said, “You’re so strong, Applejack…wish I could…” The rest of the words faded away, or maybe Applejack hadn’t wanted to hear them, pulling herself away.

In the dim moonlight, she hadn’t noticed the faint discoloration of Granny Smith’s mane, the fading silvery hair turned a pale blue.

Nor did she notice the dark of the room leaving inside her shadow.

Applejack had to clasp a hand over her mouth, willing her throat to clench shut to stop herself from crying out. Now she was the one shivering.

She knew that she couldn’t afford to dillydally over matters like this. The schedule needed to be upheld, even if it meant additions and delegations. Somepony was going to need to regularly keep an eye on Granny Smith throughout the day now to make sure she didn’t get in any further trouble. A trip to the hospital might be necessary if anything else did transpire. She didn’t want to think about any matters of that sort, but there was nothing that could be done about it, what must be done was going to be done.

Even after how much it had hurt the last time.

Hands clutched at her head, over her ears, as if to block out some deafening noise that only she could hear, fingers pressing hard into her skull. Her legs staggered forward unconsciously. There was no time to worry about anything of this manner. There was work that needed to be done.

She had to force her eyes open again to look at where she was going. Instead, she found herself standing in front of another framed photograph hanging from a wall. More of the Apple family. Smiling faces staring back at her. Some of those were faces that now only existed in these photos and in her dreams. These fleeting glimpses were all that remained.

How long would it be until that was the case for all of them?

Applejack’s temples were throbbing and her eyes were burning. Something wasn’t right. She walked through these halls every day, seeing all the memorabilia and knick-knacks passed down through their family, and had never felt this much melancholy. It was rising to the surface and boiling over all at once.

“Big…Big…” She tried to call out for her brother, but her voice was catching in her throat.

Something about that word seemed so comforting, though.

Big.

Big trees, yielding a plentiful harvest of apples.

Big houses, plenty of space for a growing family.

Big fields, full of crops ready to be gathered.

Big cows, offering a steady supply of milk.

Big mares, supple flesh full of life.

She blinked.

Big breasts, soft and cushy and swollen.

Big bellies, stretched taut from their cargo.

Big asses, shaking and wobbling with every step.

Big lips, plump mounds pressing in a wet kiss.

Big penises, pushed deep into—

A sound pushed out from Applejack’s mouth. She’d wanted to scream, to howl in the dead of night like an animal, but instead it came out as a long groan, rumbling at the bottom of her lungs. A hand clasped madly at her stomach, pushing into the firm surface, fingers reaching toward her groin. Nothing there now, but just for a moment she had felt it. The pressure buried within her loins.

It had been so wonderful and terrible.

Applejack might have heard the thumps of movement elsewhere within the house. The loudest noises were coming from Granny Smith’s room. Heavy, thudding hoofsteps. But all of that was worlds away.

She was looking at another picture. The ponies were younger. Bright Mac and Pear Butter still had the vitality of youth in their eyes. The former was holding Big McIntosh in his arms, hardly out of his foalhood. There was nopony else in the picture. Well, not exactly. There was a pronounced hump in Pear Butter’s midsection visible through the cloth of the long dress she wore. Applejack wordlessly reached up with her other hand and touched the glass. She could almost feel the fabric and the warm, taut surface underneath. Some part of her must have been confusing the sensation of her own stomach pushing back against her palm. A shadow of her reflection cast in the glass stared back at her, a shock of purple spreading through her mane, eyes darkening.

It was fine.

The family could continue to grow.

= = = = =

If Twilight Sparkle didn’t know any better, she might have been tempted to think that the trees of the orchard might continue on and on forever. In the soft magenta glow cast from her horn, she could only see some fifty feet ahead of herself. The treetops went by one after another, leafy spires reaching toward the sky, clawing at her. She didn’t have the eye for botany that her earth pony friends did, she couldn’t tell the difference from one to the next at a mere glance. She might as well have been passing over an endless sea.

But she knew what the distance was. She knew how fast she was flying, and she knew exactly how to calculate how long the flight would take. It was only a matter of time before the groves parted and the farmstead came into view.

Then it did, and immediately she felt a pang in her chest.

The Apple family home was far from the largest building Twilight Sparkle had seen, having come from the towering spires of Canterlot, and even Ponyville had its share of bulky municipal structures and sprawling wealthy estates. Still, there was something special about the house that made it seem grand in a way that didn’t require marble statues or fluted columns or gilded wallpaper. It was an ancestral place, one that had stood here on the outskirts of town for decades, instilled with the memories of its inhabitants. The first time she saw it, she had been struck by the modest splendor of it, the pride of a farming family. It still felt strange to her, now that she was an alicorn, to look upon it from above and see it like a foal’s toy house, a plaything.

It gave her some distance, a sense of disconnection, to the sight of the damage that had been done. On one side of the big wooden structure, a wall had been torn open, leaving a gaping hole in its exterior. Such an easy show of force, as if it really was just a toy. Debris was strewn outward from the building, over the grass. There were no lights on inside the house, at least none that she could see from this angle.

She nearly forgot to keep flapping her wings multiple times over the span of only a few seconds as she processed all of this.

And then she saw movement. The silhouette of an equine was moving near the opening. Creeping. Suspicious.

Twilight Sparkle didn’t waste any further time. Instead of going into a dive, her horn crackled, and space distorted and lurched around her. A moment later she had alighted upon the dewy grass, and there was a deep gasp of shock from a few paces away.

“T-T-Twilight?!”

She had her magic flaring strong, prepared, but she eased the pressure when she saw the stallion before her. Though from that aerial vantage point it might’ve been hard to identify any particular ponies, up close it would’ve been impossible to mistake Big McIntosh for anypony else. The red pony was almost unparalleled in his stature, over a head taller than most ponies, and his frame almost seemed chiseled out of solid rock, musculature definition visible even through the thin fabric of his clothes. Her brother Shining Armor had on more than one occasion expressed dismay that such a specimen was putting all of his efforts toward farming instead of working in the royal guard somewhere. He wore what looked like pajamas with a jacket over top, the flaps left unzipped over his broad torso.

The face was something nearly foreign for him, however. He was typically an incredibly stoic and easygoing pony, only rarely speaking his mind or showing any measure of stress. Now, he wore an expression of anxious confusion. The source of this distress was easy to imagine.

“Big Mac, what’s going on?” she asked urgently, not waiting any longer than was necessary.

“I…I wish I could tell you myself, Twilight,” he replied, looking from her to the damage, wincing, and then back again. There was a faint quiver in his normally steady voice. “I was jus’ wakin’ up when I heard a commotion downstairs. I came here to look an’…” Another forlorn glance.

Twilight Sparkle looked more closely. It was hard to determine at a glance what the cause might have been other than sheer blunt force. She couldn’t personally identify any kind of lingering magical resonance that would suggest the use of malicious spells. “Do you have any idea what might have done this?”

“Hay if I know! Rovin’ timberwolves, manticores, diamond dogs, chimeras, parasprites, who cares!” That calm composure was increasingly eroding under the pressure of anxiety, but as Big McIntosh looked toward her it was worry that filled him instead of anger. “Look, Twilight, I don’t care ‘bout the wall, I can fix that, I’m worried ‘bout Granny!”

The mare felt herself tighten inwardly, but this time she had already been wound up enough that it was merely a drop in the bucket. She looked again, this time not at the hole in the house but what was visible through the hole. Inside there was a quaint little bedroom decorated with heirlooms and keepsakes of the Apple family. The sense of hominess had been shattered, however, much like the frame of the bed upon which its occupant would sleep, crushed by some enormous weight or force, alongside dents punched into the floorboards and other detritus. It gave the impression of some monster that had emerged from the orchards and forced its way into the building with its sights set specifically upon one pony.

Except there were no signs of a struggle or bloodshed. The debris from the destroyed wall was scattered mostly outward. And there was only one set of prints—again those distinctly of hooves, like the ones outside Fluttershy’s cottage, albeit not as large—leading out and away from the house, none approaching it. The source of this destruction had come from inside the building.

“Big Mac, where are the others?” she then asked.

“Wh-what?” he asked back, dazed.

“The others! Applejack and Apple Bloom!” She saw him flinch reflexively at her response. She hadn’t realized how forcefully she was speaking until the words came out.

“O-oh, uh, I…I went to wake them up when I heard the noise, but Applejack was already out of bed. She’s usually awake before me. I had Apple Bloom go an’ look for her while I investigated.”

“Okay.” Her ear flicked at the air, turning in the direction of the tree line. She thought she heard a rustling noise. “We need to get them and get out of here.”

“What?!” Big McIntosh maneuvered himself in front of her and stepped closer, leveraging his significant advantage in size over her. He stared at her in pained disbelief. “We can’t just leave! There’s…there’s somethin’ nasty out there tryin’ to attack us! It took my grandmother, Twilight!”

“Big Mac.” Twilight Sparkle fixed him with a desperate, plaintive, regretful look as she reached out and took his hand. She could feel the rapid pulse within his wrist. “I’m just as worried about Granny Smith as you are…but there’s nothing we can do for her right now. I need to make sure the rest of you are safe.”

He looked back at her, and it seemed as if his agitation was calmed, but at the same time there was newfound terror dawning upon him. Not so much surprise, though. Big McIntosh might have been known most for his strength, but he was just as much a thoughtful and sometimes even philosophical pony. No doubt he had noticed the discrepancy about the damage as well. “…There’s somethin’ real bad happenin’, ain’t there?” he asked warily.

“I’m afraid so,” she replied morosely. She wasn’t sure that she should say anything about Fluttershy or Spike yet. He would piece together some idea of what must have happened with Granny Smith immediately.

“Alright, fine,” he said, closing his eyes and taking in a deep breath. In the magenta-lit gloom, she saw a faint glimmer at the corners of his eyes. “Let’s jus’ get the girls and go.”

The red stallion turned about and led the way to the front of the building, while Twilight Sparkle kept the light from her horn active. He moved at a brisk walking pace, not breaking out into a full run. Urgent, but unwilling to commit to panic.

They rounded the corner and came in through the front door, but it wasn’t quite the tranquil calm of an early morning household that greeted them. They saw light coming from one of the open doorways—the kitchen. This was accompanied by the sizzling sounds and sweet smells that accompanied somepony cooking on a stovetop. An ordinary morning at the Apple household, making breakfast for the family. “Applejack? Apple Bloom?” Big McIntosh called out tentatively, though he was already starting to move in the direction of the activity.

“Big Mac?”

He continued forward, but Twilight Sparkle faltered for one step. That was definitely Applejack’s voice…but at the same time it definitely wasn’t. Just from those two syllables, she could tell that the accent wasn’t quite right. That distinct country twang was still present, but the pitch was higher, with a kind of sighing flourish. It almost seemed like a fusion of Applejack’s way of talking with Rarity’s.

“Applejack, where the hay’ve you been? We’ve got a situation here!” Big McIntosh hollered back as he crossed the living room and made his way to the doorway.

“Big Mac, wait!” Twilight Sparkle hissed at him as she stumbled to catch up.

“Oh, I’m sorry, sugar cube,” Applejack’s voice came singing back to them, “I’ve jus’ been cookin’ up some breakfast for us. Can’t have anypony startin’ the day on an empty stomach.” The tone was far too lighthearted for what was supposed to be a tough, no-nonsense farmpony.

“We’ve got more important things to worry about than—”

He did stop, abruptly, when he came to stand, facing the doorway head-on, and Twilight Sparkle came beside him. At this angle and distance, they couldn’t see much into the room, only the counters and cupboards lining two walls and the back of a chair. And there was a pony. Not Applejack, instead the youngest of the three siblings, Apple Bloom. The young mare almost seemed more like the filly she had been when Twilight Sparkle first met her, huddled up on the floor, pushed into a corner. Her slight frame bundled in pink pajamas seemed so frail as she shuddered and trembled. Her gaze had seemed fixed at a distant point until the approaching hoofsteps prompted her to turn her wild eyes toward the other two ponies.

“Apple Bloom?” Big McIntosh asked, confusion rising above his worry. His protective older brother instinct was taking control. “What’s wrong? You look like you’ve seen a—”

The next few moments passed in a strange, dreamlike haze. Twilight Sparkle was aware that she was moving, following the stallion as he entered the kitchen. She felt the firing of synapses directing muscles to pull and flex and carry one hoof in front of the other, but she wasn’t truly controlling it. It was automatic and impulsive. Something was telling her that this was what she was supposed to be doing. She felt that, to some extent, Big McIntosh was going through the same sensations. They had already started on this path, now there was no stopping it.

Even as Apple Bloom, staring with her fearful eyes, shook her head fervently at them, they didn’t have the power to stop.

Twilight Sparkle had more time to react, to watch as Big McIntosh came into the kitchen, turned in the same direction that Apple Bloom had been looking before, and a similar expression overtook his face, eyes widening, jaw dropping open, and still she couldn’t stop.

All she could do was pray in her head.

(please no please no please no please)

The alicorn came into the kitchen and turned to the side and terror dawned on her anew.

There was another pony in the room, standing by the stove, though “pony” might not have been an immediately obvious descriptor for a shape that seemed like a sprawling, swollen mass of orange. She had to stand at an angle in order to reach the stovetop, as there was no way she could have managed to reach past the profound mass of her bosom, pert, heavy globes. Not as large as Fluttershy had been, but still enough that they would have utterly occluded the torso of their owner, were it not for the torso’s own immensity. Her stomach protruded in front of her, hanging past her waist, past her knees, round and taut like a balloon, the navel popped out at its farthest curve. A great mane of puffy hair, blonde with purple highlights, cascaded over her back, nearly blending in with the similar flowing waterfall of her tail were it not for the latter having pale blue highlights instead. Some part of Twilight Sparkle dimly felt that the hairstyle was reminiscent of something, harkening to somepony else.

Despite all of this, the mare didn’t seem to have any difficulty working with the stove, handling a skillet with only the single hand that could reach it. With a flick of the wrist she tossed a pancake into the air, and it turned over once before landing again. “Last one, darlin’s, just a couple moments more,” she announced, and then she looked back at them.

Applejack’s face was fixed in a warm, comforting smile, creasing into her freckled cheeks, that was evident even with the bloated mass of the cherry-red lips that framed her muzzle. Her eyes glittered underneath the canopy of her bangs, dark, lovestruck emeralds.

“We need to leave, now,” Twilight Sparkle wanted to say, but, now that she was actually conscious of her actions, she found herself unable even to speak.

Even having not said anything, it seemed as if that attracted Applejack’s attention and prompted her to look toward her, and her smile turned brighter still. “Oh my stars!” she exclaimed, an expression she surely never would have said before, “Twilight, I didn’t think y’all were gonna come ‘round at this hour!”

The huge mare stepped away from the stove and started to walk closer. She moved with no difficulty, swinging about the bulk of her midsection like it was a wrecking ball. There wasn’t enough space for her between the table and the wall, but the former was easily shunted to the side to make way for her passage. She was coming closer, arms starting to reach out from behind the great wall of breast and belly that eclipsed everything below the shoulders.

Twilight Sparkle could have met this situation with any number of spells in her arsenal. She could have teleported away. She could have conjured a barrier. She could have used telekinesis to hold Applejack in place. She could have fired a concussive blast of energy from her horn, just enough to push away an attacker. She could have vaporized the whole house and left nothing but herself standing in a smoldering crater. Instead, all she found herself doing was slowly backing away, and Big McIntosh was doing the same, stunned into silence, prey affixed by the gaze of a predator. This was the same instinctual reaction that had overtaken Apple Bloom, forcing her into submission.

Suffice to say, this lukewarm attempt at a retreat wasn’t nearly enough to put distance between her and the advancing orange wall. Applejack came in at an angle, much like she had for the stove, and reached for her with strong, unyielding hands, although by the time they found purchase on her shoulders the alicorn was already being smothered in flesh. That rush of sensory input might have been enough to shake her out of her stupor were she not then immediately taken aback again by the touch of the other mare’s body. The side of the orange bosom pressed against her, soft and pliant, yielding, but her belly was far firmer, only a thin, taut layer of skin separating her from whatever was contained within.

And Twilight Sparkle thought she felt something move inside the motherly mare, nudging at her in response to her presence.

That was enough to get her to falter again, leaving her open for Applejack to wrap one arm around her. There was a choked gasp from Big McIntosh as she wedged in between the two of them and grabbed him as well. Her arms were far slenderer in their muscle definition, and yet they had just as much strength, if not more. That was all Twilight Sparkle had the time to contemplate before the red lips descended on her, and she could do nothing but desperately attempt to shrink away. The glossy mounds made contact with her cheek, and then some, spreading over the base of her muzzle, over the edge of her jaw, and part of her eyelid. That was before the actual kiss even began, filling her ear with a wet peel as it felt like she was being sucked up by a vacuum cleaner, and it started to yank painfully on her hair as well.

It was one of the more mortifyingly undignified things that had happened to her in her career of saving Equestria from havoc and destruction, but it hardly took more than a second or two before being disengaged with a pop and an exaggerated “Mwah!” sound. Twilight Sparkle gasped and sputtered as she felt the smear of gloss begin to settle into her fur and sting at her eye. She distantly heard Big McIntosh wincing and grunting as he struggled to free himself before Applejack leaned toward him next, giggling as she did the same to him. Elsewhere, Apple Bloom had broken into quiet sobs while she averted her eyes.

“What’re y’all actin’ so squeamish about?” Applejack asked with an innocuous warmth in her tone, and she momentarily squeezed tighter around them with her grip, and her stomach jostled at them in turn. “Don’t y’all love gettin’ some sugar? Come on, perk up! I’ve been workin’ real hard on this meal, I’m sure it’s gonna be a real treat, an’ we’ve got a guest for our table too!”

“Applejack, what…what’re you…?!” Big McIntosh gasped at her. Even with the smear of lipstick over his face, his panic and terror and fury were readily apparent. For once, it looked like the red stallion had a great deal that he wanted to say, but in this most crucial of moments he lacked the words that he needed to express his confusion.

“Oh, golly, silly me, I can’t go leavin’ the stove unattended!” she then said with a chuckle as she finally let go of the two other ponies, and she shuffled about in a slow arc as she backed away and turned around, legs grinding against each other. “Y’all just go ahead an’ take your seats, ain’t even gonna take another minute!”

“Applejack, stop!” Big McIntosh started after her, striding determinedly across the floor. “What is this?! What happened to—?!”

But then a hand took hold of his and tugged, pulling him away. He looked and saw Twilight Sparkle staring back at him, her face frozen in fear. The stallion, being far more physically capable, stood his ground easily, and he said, “Twilight, we can’t—”

That was as far as the objection got before magic pulled him off of his hooves, and he yelled and shouted as he span helplessly through the air.

The same happened to Apple Bloom, finding herself enveloped in a magenta aura, and she tried to wheel her legs desperately to get traction before levitation took over completely.

Twilight Sparkle only stopped long enough to yank a towel from a rack, wiping off the smear of gloss on her face as best as she could while she ran back out of the kitchen before dropping it haphazardly. She was out of the house with the two other siblings before Applejack seemed to be aware that they were gone. She waited until they were halfway to the trees before letting them stand of their own free will again. Big McIntosh stumbled but managed to keep his balance, Apple Bloom fell to her knees on the dewy grass and fumbled with herself to stand up.

“Okay,” she said amidst gasping for breath, “we’re going to have to head into town and look for anypony else who—”

Strong hands took hold of her and whipped her around. Big McIntosh looked down upon her with all of the tranquility in his expression eroded away completely. She knew this kind of anger. It was in the way Shining Armor looked when he heard that she had been bullied in school. The deeply concerned, boiling anger of an older brother. Only, back then, she had never had to be on the receiving end of that anger. “Twilight Sparkle,” he said, speaking slowly and articulately, gritting his teeth, even as lipstick continued to drip over his cheek and jaw, “what in the everlovin’ buck is goin’ on?!”

“I…” she stammered back, cowed by the even more intense and immediate threat. As well as, just a little, shame. Shame for herself, for being unable to think of anything to say, of any solution. “I don’t…I don’t know—”

“You know! You have to know!” he insisted, shouting right in her face. Even as he vented his rage, angry pulsing veins standing out along his brow, blood pumping violently through the hands and fingers that held her, there were tears in his eyes. “You’re supposed to be the smart one, you have to know something’! What’s happenin’?! What happened to my sister?! What happened to my granny?!”

But his fury couldn’t coax out answers that didn’t exist, and Twilight Sparkle could only whimper in response, shaking her head, ears folded flat, and that wasn’t the kind of reassurance that Big McIntosh needed right now.

While she remained frozen in place, stricken by her inner turmoil, unable even to speak, it was another pony that took the stallion’s attention and prompted him to ease his pressure. Apple Bloom had flung herself around him, clinging steadfastly to his midsection and burying her face against his side. “Big Mac, stop,” she murmured, and it seemed that she was trying desperately to keep her voice steady even though she was crying the hardest out of all of them, trembling, shoulders heaving. “Stop, please…we can’t…we can’t…” Her head lowered and covered her face in red bangs.

Slowly, Big McIntosh’s posture relaxed, as did his grip on Twilight Sparkle, and his ragged breathing evened out. He fixed the alicorn with one more hard look before he gently folded his arms around his sister, holding her to himself, one hand cupping the back of her head while the other caressed her back. Apple Bloom in turn leaned further into him, choking back her sobs. Even after so many years, she was so much smaller than him, they looked more like father and daughter than siblings.

Father…and mother.

Now the mare remembered. Old, fading pictures of the Apple family. A strong, handsome stallion who looked not unlike Big McIntosh did now. And a mare who appeared noticeably different from the usual Apple stock. Soft, delicate features, a puffy orange mane cascading past her shoulders. That was where she had seen Applejack’s hairstyle before.

But the pony in those photographs had never appeared so…gravid.

“I thought we were past this,” Big McIntosh said in a low voice, masking his pain. “I thought we were done with hurtin’. I’m not…” He screwed his eyes shut, but that didn’t stop the tears. “I’m not ready to…to…to lose…” He cut himself short, unable even to think about finishing that thought.

There were several strained seconds of silence in which they only heard the rustling of the trees around them, before Twilight Sparkle spoke again. “I’m…I’m sorry, Big Mac…and Apple Bloom.” She reached forward and cautiously placed her hand upon the young mare’s shoulder as well—she had been gradually settling, and that little added bit of reassurance had her nearly completely still at last. “I don’t know what’s happening…but that’s not going to stop me. I’m going to figure out what this is. I’m going to fix this, I promise. We’re not going to lose anypony.”

Apple Bloom turned to look up at her, and she sniffled, her eyes watery, but she gave the weakest attempt at a smile. Big McIntosh became stern and hardy again, ready to take charge. “So, what’re we gonna do, then?”

Twilight Sparkle bit her lip, wishing that she could have a better answer even for that question. “First we need to head into town and look for more ponies who are…unaffected. I’m going to research as much as I can, and then we’re going to try to go to Canterlot to…to meet with Celestia and Luna.” That was her optimal hope for a best-case scenario. She didn’t speak out loud how much she doubted that the reality would turn out so swimmingly, the strong possibility that Celestia and Luna were already caught up in the problem.

For the moment, though, Big McIntosh didn’t attempt to interrogate her on the details, and he nodded quietly. “What about Apple Bloom? She needs to be somewhere safe.”

Apple Bloom stiffened momentarily, almost certainly tugged by that instinctive young adult desire to insist that she didn’t need to be sheltered like that, but this time she went silent, lacking the strength to do more.

“If…we can’t find anywhere else suitable enough, she can stay at the castle.” She wasn’t sure how safe the palace was at this point. She desperately hoped that nothing had transpired already. “Or the school.”

“That’s gonna have to work for now,” Big McIntosh grunted in reply.

“Alright, we’d better get going before…” She paused to look back, behind the red stallion, to the house they had left behind, but there was no sign of movement from within, no rotund orange mare coming wobbling toward them. There didn’t need to be any further elaboration. They turned and started to run along the dirt road that wound through the orchards toward Ponyville.

They didn’t get very far.

“Mac, that you?”

The three ponies stopped when a voice called to them from the treeline. As with Spike or Fluttershy or Applejack, Twilight Sparkle thought it was familiar, but this time it was different enough that she couldn’t quite assign a name right away. Apple Bloom seemed to be similarly perplexed, but Big McIntosh froze stock still. The glow from her horn had been allowed to dissipate some time ago, leaving them with only the light of the moon and stars as she turned to look in the direction that the noise had come from.

There was a figure standing amidst the trees. That actually wasn’t quite the best description—they appeared to be trying to burst out from the trees, their form extending toward the branches and far broader than several trunks combined. An equine of a form that seemed swollen with musculature to the point of parody, making the red stallion look like a lightweight by comparison. From this silhouette, she could scarcely even discern a head amidst the great sloping humps of chest and shoulders and back. In the muted colors of the gloomy night, she could only dimly identify the light green color of the fur that covered that distorted shape. Skin that bulged and tensed where it should have been shrunken and wrinkled. The musclebound giant was carrying a basket full of what appeared to be apples clutched to their front, underneath the shelf of their bosom, except the basket was actually the bed of a wagon, loose wheels jangling as they took thumping steps forward.

“Where y’all goin’ at this hour?” Granny Smith asked. It was her voice, but it was newer, not cracked by the wear and tear of old age, and deeper. “Doncha know it’s time for breakfast? Gonna get cold if you keep it waitin’ too long.”

Big McIntosh only stared, wide-eyed, dumbfounded. Twilight Sparkle quickly understood—he was old enough to remember hearing this voice, before the elderly mare’s senility started to kick into full force. To him, this was more than just a perverse corruption of a loved one, this was almost like seeing a ghost.

She consciously felt herself starting to freeze up as well while her mind raced, ineffectively searching for a solution. Would this pony-turned-behemoth react adversely to them if they tried to run away? Even with her magic on their side, she had severe doubts about their odds if this meeting were to escalate into a confrontation.

But once again it was another mare who spoke up and broke the silence.

“Sugar,” Apple Bloom blurted out, and all eyes looked toward her. Her expression was flat, devoid of emotion, save maybe for continued alarm. “Applejack needed…more sugar. Gonna go into town for more.”

“Oh, really? Well don’t that beat all.” Granny Smith shrugged her shoulders, and the apples inside the wagon rolled and toppled over each other. “Y’all better hustle up with that, ya know how much AJ loves pourin’ on that sugar.” She then laughed, a low, rumbling, booming noise, as she started to way away into the trees again, leaving the three ponies by themselves.

Twilight Sparkle cautiously placed a hand on either of her two comrades. Big McIntosh flinched, but then his posture relaxed. Apple Bloom had started to shiver again, but she quickly stilled in response to her touch and looked up to her. The alicorn offered a wry smirk. “I’m glad the Element of Honesty didn’t settle on you.”

= = = = =

Rainbow Dash was very much not awake.

For as much as the pegasus made a point of being known for her speed, of getting antsy when she had to wait in one place for more than a minute, of being made of a hundred percent pure high-octane rainbow-powered awesomeness, the one thing she was never in a hurry for was waking up. Twilight Sparkle had tried to explain to her how it was most likely a consequence of how active she was, that she needed to spend a lot of time resting with how much she exerted herself, but every time she got halfway through the explanation she would find that the cyan mare had fallen asleep, snoring exaggeratedly, and she just gave up on it after a while. Where Fluttershy’s sleep schedule was all over the place on account of her erratic caretaking duties, Rainbow Dash’s sleep schedule seemed to consist of her going into hibernation at completely random intervals. The only reason she ever woke up early was if she had spent the majority of the day before unconscious.

She probably wouldn’t have agreed to take part in Twilight Sparkle’s School of Friendship if it weren’t for the fact that courses didn’t have to adhere to the strict morning-to-afternoon schedule that plagued grade school. Sometimes a student would wonder why all of Professor Dash’s classes were in the late afternoon and evening, unaware that she was rarely out of bed before noon. She was still trying to push for a class entirely devoted to the importance of napping. Ironically, the curriculum had yet to be completed because she kept falling asleep while brainstorming for it.

It was also fortunate that, as a pegasus with her very own cloud-house, she could easily relocate her home to be a stone’s throw away from the campus, so she didn’t even have to stress herself when she woke up with five minutes to spare before class.

So, on that morning, Rainbow Dash had the curtains drawn over her windows so that she wouldn’t have any interruptions when dawn came, leaving the bedroom cast largely in shadow. She laid on her bed, tangled up in a mess of cottony blankets, sprawled out with her wiry, toned limbs jutting out in random directions that seemed like they should have been terribly uncomfortable. She probably should have been terribly cold as well with how she had managed to toss the blankets off of herself, and how the shorts and sports bra she was still wearing left very little of her form covered, even more so considering how high up the house was, but she was unusually thick-skinned when it came to the cold. When Rainbow Dash wanted to sleep, there was nothing that could get in her way.

There was only one problem.

The mare winced, subtly, her eyes remaining shut tight.

In dreams, Rainbow Dash was subject to the whims of whatever situation her subconscious conjured up for herself.

Her head tilted languidly from one side to the other and a groan rose up from her throat.

In dreams, Rainbow Dash could only act according to whatever arbitrary limitations had been imposed upon her.

“No…no…” she whispered under her breath, mouth only moving as little as it possibly could to form these syllables. “Not…Crash…”

In dreams, Rainbow Dash couldn’t assert how awesome she was.

“Crash…Crash…Crash…”

The corners of her mouth twitched faintly toward a smile.

“Crash…ass…”

Her hips shifted, and something moved underneath the blankets, rising upward.

Author's Notes:

Surely Twilight won't go somewhere else and find that more ponies are corrupted?

I remember having a hard time with this chapter because it had been a while since I wrote the previous two chapters and the burnout from finishing Rising Tide kept me held down for a while.

Applejack was one of the transformations that came to me easiest. I knew that her issues were going to be related to her parents in some capacity, so it only seemed natural for her to become pregnant. How this would tie into what her actual damage was, though, was something I only settled on later.

Having Twilight pick up other ponies along the way wasn't something I originally considered when planning this story, which may become increasingly evident the further we go along.

I realized during this that "McIntosh" is spelled without an A.

If you enjoy my work, consider supporting me on Patreon or Ko-Fi!

Chapter 4: Disarray

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Whenever autumn was on the horizon, Twilight Sparkle would idly ponder if she ought to try participating in the Running of the Leaves again. She’d managed to place within the top ten participants before simply by pacing herself and budgeting her energy reserves. Imagine what she might be able to accomplish now that she had greater endurance and physical capacity. Even after the addition of wings, the mare’s propensity for having to deal with threats to Ponyville, Equestria, and the world involved a great deal of urgently running about. She was no Rainbow Dash or Applejack

(don’t think about Applejack)

but she had become a fair deal more athletic than the bookworm she once was. She could envision herself thundering through the woods with the best of them now, bringing a rain of golden leaves in her wake.

She shouldn’t be thinking about that right now, though. Especially not the leaves. Not when every breeze wafting through the trees had her on edge. Every time she heard the branches rustling she had to anticipatorily tense up and draw on her mana reserves, ready for anything (or anypony) that might emerge from the vegetation. She looked into the darkness, her horn thrumming, as if daring the potential threat to reveal itself. But the seconds ticked by with nothing out of the ordinary happening. Nothing had happened thus far, and nothing continued to happen.

When her guard lowered and her attention turned away, Big McIntosh was waiting a few paces ahead, looking back at her anxiously. He’d stopped asking her if she was alright, but the concern remained. He knew that she was wearing herself out, but he also knew that there was nothing he could do to assuage her fears.

Apple Bloom didn’t say as much out loud but she seemed to welcome these brief reprieves to stop and catch her breath. She may have been a farmpony just as much as the rest of the Apple family, but she still wasn’t built for exertion the same way that her older siblings were. Not to mention that they were all running on an empty stomach—maybe staying for those pancakes wouldn’t have been such a bad idea. “Are we…almost there yet?” she asked amidst huffing and puffing. Her ears drooped and even her pink bow seemed to sag.

Twilight Sparkle turned her gaze toward the path ahead of them again. “Almost,” she confirmed flatly when she saw houses, their boxy shapes becoming distinct as they emerged from the gloom. Illumination was primarily provided by scattered streetlights, but the occasional light coming through a window suggested that there were more ponies awake at this early hour.

How was this search going to work? Were they going to have to knock on every door in town and hope that whoever answered was in a state in which they could lucidly respond? She couldn’t be sure how long she could risk the possibility of—

A noise rang out into the silence of the night. It was a loud, metallic clanging, rolling through the streets and alleys. A bell. The bell of town hall, in all likelihood.

“Is that…the mayor?” Big McIntosh asked aloud, just a little hopeful.

“I’m going to pray that it is,” Twilight Sparkle said, quiet and dour.

“Doesn’t that mean…there’s a town emergency?” Apple Bloom asked next.

“That’s nothing we didn’t already know.” The purple mare started to run forward again, and the other ponies followed after her. “What we know is that it’s a call for everypony to gather in the square, so we can hope that there will be as many as possible who are unaffected.”

Before long they had entered the town proper, running along the roads that ran between the houses. Twilight Sparkle still didn’t want to stop and investigate, but she couldn’t keep herself from taking in details along the way. The ringing of the town bell continued intermittently, but between its reports she detected individual sounds of activity. Crashes and shatters and splashes inside buildings. Hooves pounding on the ground in the next streets over. They passed a window through which she thought she heard sobbing. Screams and cries erupted into the night. There was another loud sundering smash from behind them that sounded like a wall collapsing, followed by a wet, meaty impact and a gurgling noise. Twilight Sparkle didn’t stop to look back, but Apple Bloom shrieked and redoubled her pace. Big McIntosh called after her and they both similarly sped up to follow the filly, whipping around a corner and—

Something was rapidly approaching, a blur of motion in the corner of her field of vision. The mare managed the beginning of a syllable, and she heard something similar coming from the other party before they collided with each other. A hard impact against her side, jamming her cheek and forehead, moving at a roughly perpendicular angle to her own trajectory. She gasped and cried out, and while her wings fluttered in an attempt to stabilize herself Big McIntosh stood behind and caught her. The other pony wasn’t so lucky, falling backward and sprawling prone on the dirt.

“Ow…what…?” Twilight Sparkle winced, and she had to stifle an irritated growl. She hated how easily the urge to be angry rose up from her subconscious, overpowering the instinct for compassion. She was wearing thin. Big McIntosh let her stand on her own and she spoke, “Are…are you alright…?”

“St-stop!”

She froze in place. Not because of the command as much as the pure, abject terror that it came with.

The pony she stood over was crawling back defensively. She was a grey mare with long black hair—more disheveled than it would typically be when she was out in public. Like the alicorn, she wore a nightgown, but there was a wet patch over its front that had it clinging to her skin. Her chest rose and fell rapidly and there were tears streaking over her cheeks. She might have been trying to maintain a strong countenance, but any such effort was buried under her fear and anguish.

“Stay aw-w-way!” Octavia shouted at them as she continued to scuttle backward. Her normally posh and refined voice wavered tremulously.

“Hey, c-calm down!” Twilight Sparkle replied. She tried to remain calm herself, but she couldn’t entirely control her volume and it came out more intense than she might have hoped. “You don’t have to be afraid of us!”

Big McIntosh watched but stood a few steps away, holding Apple Bloom close; she needed her own reassurance.

“H-how do I know you’re n-not like…them?” the mare spat. The implications were abundantly clear. Twilight Sparkle didn’t like the idea of a “them” as if there were opposing sides of this conflict, but she wasn’t sure how else to think of it herself.

“Do we look like them?” she asked emphatically, and she gestured to herself, showing off the plainness of her figure.

Octavia didn’t appear especially convinced, but she made no attempt to object, and her posture relaxed somewhat, tense rigidity giving way to shivers and shuddering.

“Here—” Twilight Sparkle leaned over and extended a hand toward the other mare, and after a contemplative pause she took it, and with the help of a gentle tug she was on her hooves. “—now what can you tell us about—”

But she’d scarcely steadied her balance again before Octavia practically threw herself onto her, arms wrapping around her and squeezing the breath out of her. Twilight Sparkle gasped in alarm, and from exertion, as the earth pony seemed to still have difficulty keeping herself standing and leaned heavily upon her. Octavia clamped around her like a vice, chin resting on her shoulder, and in her ear she heard her start to choke and sob. She felt the moisture of tears that weren’t her own dampening her cheek. She also felt dampness from whatever had soaked the mare’s front, and she had a sinking suspicion that it wasn’t mere water.

“V-V-Vinyl.” The stuttering voice came out in a weak whisper. “I w-woke up and sh-sh-she was…” The hands against her back tightened, almost clawing into the skin under her wings. Nonetheless, Twilight Sparkle kept herself quiet for the time being while she gently embraced Octavia, one hand resting against her back and the other caressing her head, fingers weaving through her unkempt mane. “Why did she have a pe—…a p-penis?!”

Twilight Sparkle winced. That image alone was too much for her, and it was likely only the tip of the iceberg. When was this going to end? How far had it spread already? “It’s okay,” she murmured, and she gently stroked the mare’s head, down along her neck and shoulders. Slowly, the heaving and hiccupping of her breathing stilled. “I don’t…I don’t have an answer, Octavia, but I’m going to fix this.” She glanced back toward the Apple siblings beside her, looking on quietly. “I promise.”

Octavia sobbed and sniffled a little longer before she finally let go, and the two of them stood apart. Twilight Sparkle tried not to comment on the wet patches that had been transferred to her. “What…what’re we going to do about this, then?” she asked.

“We’re going to go see what this town emergency meeting is about,” Twilight Sparkle said. “The more ponies we can get on our side the better.” There were those “sides” again. Us and them. There was another ring of the bell, and she turned her head in the direction of the noise and consulted her internal map of the topography and street layout of Ponyville. “Here,” she announced as she started to run, “it’ll be fastest if we go this—”

“N-no!” Octavia’s interjection was coupled by a hand grabbing her wrist and stopping her short. “I…I went that way. I w-was going by Sugarcube Corner and I saw…one of them.”

The alicorn snapped about to look at her sharply.

Sugarcube Corner.

(Pinkie Pie.)

“Who was it?” she asked, urgency creeping into her voice, worry rising again.

Octavia returned the look, perplexed, as if the idea was utterly confounding to her. “Wh-who?” she repeated incredulously. “I…I don’t know, did you expect me to check?! It was a slavering hulk, I thought it was going to eat me!”

There was a gasp nearby. “E-e-eat?!” Apple Bloom cried in terror, gripping tighter to Big McIntosh.

Twilight Sparkle wanted to believe that that was an exaggeration, but under these circumstances she wasn’t sure that it was something she could entirely rule out.

All the others had been so…passive, though.

“I’m going to go see for myself,” she announced plainly, already turning about and shaking off Octavia’s grip.

“Y’all really sure ‘bout that, Twilight?” Big McIntosh asked worriedly. “We should really be gettin’ to the meetin’, we need to get everypony up to speed and make sure the situation is controlled.”

“I know, but…there’s something I need to check on.” A few seconds later she corrected herself. “Somepony.”

“Well you can do that on your own, I’m not going back that way,” Octavia scoffed, and she turned and walked the other way, but not without adding, “I’d advise you do the same.”

Twilight Sparkle bit her lip, bristling, but she replied, “It’s fine. You all go on ahead without me, I’ll meet up with you again at town hall.”

The other ponies looked back at her with varying degrees of concern. Octavia seemed worried but still made no attempt to dissuade her. Apple Bloom looked pleadingly at her, silently begging her not to leave. Only Big McIntosh spoke. “Be careful, Princess.”

“I’ve lasted this long,” she said, and she surprisingly mustered a smile, however briefly, before the cold reality seeped in again. Then she turned and started to run again, and she heard the three sets of hooves fading into the background behind her, and she tried to keep that noise in her mind while she ventured deeper into the stirring town. She wanted to hold onto something familiar in the midst of so many other sounds that were strange and monstrous.

= = = = =

It didn’t take long to arrive at a clearing where Twilight Sparkle could pick out Sugarcube Corner from the buildings surrounding it. Even in the dim light, it was a particularly distinct edifice, unique in its design and aesthetic. The dark shingles of the high gabled roof gave the impression of a gingerbread house, with fluffy white molding around the edges that resembled icing. There was a circular cabin perched on top of the roof that looked almost exactly like the silhouette of a cupcake, complete with lamps on top in place of candles. Pinkie Pie sometimes made cupcakes that in turn resembled the little apartment. Housecakes, she called them.

Pinkie Pie. She lived up there. There were no lights on—either those inside the rooftop structure or the lamps on top. Could she be out and about somewhere?

No, the alicorn didn’t think so. The apartment didn’t show any sign of activity, but the lights of the ground and second floors were on. Somepony must be inside. It was a bit early for the Cakes to be getting ready for the day (or so she thought, at least, judging from the placement of the moon and continued lack of any light on the horizon; how long had she been away from the palace?). Perhaps their hyperactive pink employee had something she was preparing for. Maybe the twins had woken up and caused a commotion. She needed to check, just to be sure.

All of that passed through her mind in the first few seconds. What occupied more of her attention was what was outside the store. Parked directly next to the front of the building, eclipsing the door and a significant portion of the whole face, there was a gargantuan figure. At a distance Twilight Sparkle might have thought it to be a boulder, or another building, surely not something living, but she could see it moving languidly, expanding and contracting with the intake of breath. She identified lumpy arms that braced against the building and shifted laboriously, and what she thought of as legs that supported the whole mass, swollen trunks with joints swallowed in folds. She was reminded of the altered Granny Smith, but instead of a muscular titan this figure was a sprawling, elephantine mass of fat pressed up against Sugarcube Corner.

Splash.

Her hoof had stepped in a puddle while she was walking closer, and it took all of her willpower not to cry out or bolt as a shiver ran up her spine. It hadn’t been raining recently, so she knew without looking that it wasn’t water, and she didn’t have any particular desire to do so.

The mountainous figure didn’t appear to notice, though. Twilight Sparkle could see that they seemed to have a coat the color of pale cream, but the way it glistened in the light from the building made her unsure if it was actually fur. A cutie mark was stretched over the slope of their hip, three shapes that approximately resembled wrapped candies. Twilight Sparkle only recognized it because of its familiarity, otherwise she might have had a harder time with how the shapes appeared to be melting and distorting. Mane and tail that were deep blue with swirls of pink and purple, and the former surrounded the pony’s head such that their face was hidden. The purple pony didn’t want to get any closer, and she didn’t want to draw attention to herself by conjuring light. She couldn’t identify any other details, but she was able to hear a voice.

“…Two dozen cookies…sugar…éclairs…ohhh, éclairs, as many as you have…some cupcakes, swimming in frosting…just fill ‘em with frosting…oh, but I should…I should get something for Lyra too, shouldn’t I? Mmph…another box of donuts…mint icing, strawberry filling, she likes that…”

The tone was deep and guttural and gurgling and each muffled syllable was punctuated by wet smacks. Twilight Sparkle thought she could understand how Octavia hadn’t been too fond of the idea of coming back here, where the idea of this creature being a voracious monster had come from. She couldn’t identify whether they were talking to somepony or if they were just thinking out loud.

With the front door of Sugarcube Corner thoroughly blocked off, she instead took to (quietly) walking around to the back of the building. She tried to peer in through the windows, but even though the lights were on the curtains were closed—that usually meant that there was a surprise in the works. She hastened her pace once she was out of sight of the cream-colored blob and knocked on the back door once it was within reach, knuckles dancing against the wood repeatedly. She shifted and bounced anxiously on her hooves as she waited, listening to the continued sounds of panic and debauchery that were rising up from the buildings around her. A distant crash, a roar that sounded like it could have belonged to a full-grown dragon.

Dragon.

Spike.

Oh, Celestia, how were things going back at the palace? Had Spike tried to escape? Was Starlight Glimmer still holding together? Were Philomena and Angel able to make it back safely? What if other ponies had come from town to look for her only to find that she was nowhere to be found when they needed her most? What if they knocked on the gates and it was opened up by a scaly titty-monster mid-orgasm and they all got—

Hoofsteps on the other side of the door. Twilight Sparkle had spent all this time waiting for somepony to come and hadn’t pondered what it might mean if the one to answer the door were somepony—something—she didn’t especially want to see. What if it was somepony she did want to see but they had become something she didn’t want to see?

(please)

She wasn’t entirely conscious of herself taking steps backward and preemptively summoning magical energy from within as the doorknob started to turn and the wooden panel swung open.

Not pink. Well, not entirely pink. A mane of pink and magenta swirls perched on top of a round periwinkle face. There was the exhaustion of sleep deprivation present in her eyes, though she wore a wardrobe that surprisingly didn’t consist of pajamas: an apron and pale-yellow dress covering the portly body. What was most immediately pressing was the anticipatory dread present in her expression, but as the two ponies recognized each other that became replaced with a cautious optimism. “Oh, Twilight, thank Celestia!” Mrs. Cake exclaimed as she came forward and wrapped her arms around the other mare. “I’m so glad you’re here!”

Twilight Sparkle, for her part, was also relieved, even if the embrace was just a little tighter than she might have hoped, squeezing the wind out of her. She hadn’t thought how starved she’d been for this sort of attention the past few hours since leaving the castle, unable to properly consolidate with another pony. Once she had collected herself, she was more than happy to return the gesture by hugging the older mare in turn. “Mrs. Cake, is…is everything alright?” she asked hurriedly, though she had to suspect that the odds weren’t in her favor.

They separated, and Mrs. Cake looked at her pensively. It seemed abundantly clear what the answer was, but also that she lacked the sufficient words to express the full extent of it. Then she looked around them, at the dark streets of Ponyville, and she said, “I think you’d better come inside before anything else, dear.” The alicorn was all too eager to do so. At first, at least.

The first detail that came to attention was the balloons. Not exactly an unprecedented sight to be found at the bakery, given one of its employees’ propensity for throwing parties.

(so she is around here somewhere…)

The concentration of the balloons was almost oppressive, though. Almost immediately after stepping through the doorway, Twilight Sparkle found herself coming right up against a wall of the rubbery multicolored globes, each roughly about the length of her forearm in diameter. Normally such balloons would be at least partially translucent, but these were particularly opaque, the interiors cloudier than mere air should have given the appearance of. They completely blocked out any view of the ceiling, and clusters of them piled downwards in inverted heaps, largely limiting her ability to see anything ahead of herself. Light from the building’s interior lamps scarcely filtered through in a rainbow of colors—it made Twilight Sparkle think of when young foals would play with colorful tents, throwing them up over themselves and letting the contained heat keep it held aloft.

Somewhere further in the building, there was a low, withheld vocalization, accompanied by the rush of air filling a container. Another balloon to add to the mess.

Twilight Sparkle started forward, keeping her head low to avoid popping any balloons with her horn (regardless of the circumstances, it would be inconsiderate to destroy these decorations, wouldn’t it?), but Mrs. Cake took her hand and held her back. She looked pained and anxious, and the purple mare regretted that for a moment she had forgotten about her. “Twilight, I…there’s…” She started to speak only to stop herself. Her grip was hard but she was still trembling. She was nervous and afraid and unsure. There wasn’t time for deliberating.

“I know,” Twilight Sparkle interjected, keeping herself steady. She needed to be in control again. “I know that…something’s happening. What’s been going on here?” After a moment’s pause, observing their surroundings, in particular the relative lack of activity, she added, not without a hint of dread, “Where’s Mr. Cake and the kids?”

“They’re…they’re upstairs, last I checked. Carrot is keeping Pound and Pumpkin preoccupied.” The mare winced and pursed her lips. “I don’t want them to see any of…this stuff going on…whatever it is.” She kneaded at her temples before running her fingers through her mane, pulling taut the minute wrinkles in her skin. “I mean, I…I try to keep an open mind, Princess, I really do, but this…the boobs, lips, bellies, butts, d-dicks, and…so, so much more, it’s just…” She shook her head and breathed in sharply as there was another inflating of rubber.

“Who have you seen so far?” Twilight Sparkle asked, wary that she might be prying, pushing too quickly for the pony’s comfort, but she needed information at a time such as this.

Mrs. Cake’s eyes quivered in place as she stared ahead and thought. “I…Berry Punch…Caramel…Raindrops, Thunderlane…they’re usually regulars, I’m always glad to see them so early in the morning! But now it’s like…it’s as if they don’t even realize there’s anything out of the ordinary! They don’t realize that they’re lisping and shaking their asses and naked! And as we speak I’ve got what I think is supposed to be Bon Bon outside completely fine with being a blob!”

Twilight Sparkle ground her teeth together. “They didn’t…none of them did anything, did they?” she then asked.

“No…no, they…none of them tried to get…invasive. They’re just…coming for their usual orders. Most of them can’t leave without making a mess, though.” Mrs. Cake’s nostrils rankled and a heavy blush came over her cheeks. “Thunderlane came in after Raindrops and the two of them just…got right to rutting in front of me! In my own store!” She covered her eyes and rubbed her forehead again. “Thank Celestia Pinkie got them to take it outside.”

In the midst of listening to all this, the alicorn latched onto that one word in particular. “Pinkie Pie! Is she—”

A door closed loudly (and was shortly accompanied by wet pops of suction as something detached from the walls of the building). “Alright, Cupsy, we got a biiiig order to fill!”

“Pinkie?! You’re alright!” Twilight Sparkle called out. The sound was dampened by the balloons all around them. She started to walk again, advancing into the hanging mountains of rubber, fields of magenta light pushing clumps away to make room. There were pops as some burst from the compression, releasing dusty clouds of air that were pulled in by static to cling to the remaining balloons around them.

“Twilight?” An excited giggle accompanied the movement that came approaching in the other direction, balloons squeaking and creaking as they ground against each other. “You finally decided to swing by, huh? You shouldn’t have kept me waiting!”

The pitch was wrong. Too low. But, given how high it normally was to begin with, that meant it sounded like an ordinary pony. Perhaps that was how it caught her off-guard. Nothing about Pinkie Pie was ordinary.

“Pinkie, we’ve got—!” Sputtering as another balloon pressed to her face and all she saw was red latex. A field of light projected from around her, pushing away the inflated obstacles surrounding her, and handily warding off the dust inside them as well. “We’ve got an emergency! All hands on deck!”

“Twilight!” Mrs. Cake stumbled after her, only for the magical barrier to prevent her from approaching as well. “Wait, there’s—!” But she started to hack and cough as she inhaled some of the white particles floating in the air.

Twilight Sparkle was scarcely listening. She was too focused on what was immediately in front of her. She had to make sure that her friend was safe, so that they could then make all of Equestria safe together. She could begin to make out a figure through the multicolored haze that surrounded her, a silhouette of a pony, one with a noticeably puffy and fluffy mane around the top. That was her, it had to be!

“You bet we’ve got an emergency!”

But before the approaching pony could show her face, there was something else that emerged from amidst the wall of balloons. Lower down, around waist height. A thick, fleshy length, bubblegum pink. There was something covering the tip of it as it pointed directly at Twilight Sparkle, a dark green layer. It was stretched tightly enough that she could clearly identify every bulbous ridge of the flare.

The purple mare took a step backward, but she couldn’t avert her eyes no matter how much she wanted to.

“We’re gonna need a lot more buns in the oven for this breakfast rush!” Pinkie Pie announced as she stepped into the clearing around Twilight Sparkle.

She was smiling, as she so often was, but it didn’t come off the same way under these circumstances. The expression didn’t look so innocuously inviting when the mouth was framed by cyan lips, soft mounds that obscured much of her muzzle, suggesting more along the lines of seduction. Eyelids hung half-lidded over dark sclera, heart-shaped pupils pointed directly at the pony in front of her, glittering and making silent promises of gratification. There were curls of purple that stuck out from her voluminous mane at random spots, with two at the front that arched toward each other and almost gave the impression of a heart.

To Twilight Sparkle’s surprise, she wasn’t actually naked, although the attempt at being clothed was ineffective. The apron that she had put on was bunched up between her breasts rather than doing much to cover them. Pinkie Pie had always been a rather shapely pony—all that sugar had to go somewhere—but the curvature of her frame was all the more exaggerated now. She would have had a hard time getting an apron that could cover breasts which were larger than her head or hips that were broader across than her shoulders. It couldn’t reach past her groin either, the curtain pushed to one side by the third leg of a penis that extended from her crotch, taut testicles dangling nearly to her knees.

A detail that took a few seconds longer to take notice of, though, was a discrepancy with hands. There was one hand grasped firmly around the base of the magenta shaft and one which held onto a notepad. Two more hands, however, rested on top of the jutting shelf of her chest, pressing into the doughy surface. Four arms in total, two to each shoulder, stacked on top of each other.

“Hey, Twiggles, what’s the matter?” Pinkie Pie took another step closer—she had already been at least a dozen steps too close. That rubber-coated tip bobbing toward Twilight Sparkle seemed more threatening than any sharp implement of violence that she had been menaced with over the course of her life. The pink mare giggled like it was nothing. “You look like you’ve seen another one of your friends turned into a big-titted bimbo monster!”

“W…why?” Twilight Sparkle could only barely croak out the question amidst heavy gasps of breath. “Why…are y-you…doing this?” She cringed and gritted her teeth and clenched her fists and did everything she could to keep herself from breaking down. It wasn’t going to work for long.

“That’s an awfully vague question, don’t you think?” Pinkie Pie asked back, still smiling, and one free hand tapped at her chin. “Which ‘this’ are you talking about? Is it the jerking off?” The hand around her cock was going through slow, rhythmic motions of stroking up and down. “Or do you mean the order I just took from Bon Bon? It’s a lot, we really can’t afford to dilly-dally on it.” She chortled again before she then added, “Or do you just mean talking in general? ‘Cause you kinda look like you’re getting grumpier the more I talk. That’s no way to be, Twiggles, we’re all smiles for miles here at Sugarcube—”

“Why?!” The shrill cry was accompanied by a surge of magic-infused hot air, brushing aside the balloons around them. Twilight Sparkle’s eyes glowed white, her horn pulsing with arcane power, as she stepped forward, bridging the gap between the two of them. The apron gave her something to take hold of that wasn’t flesh, seizing the cloth and yanking it close. Pinkie Pie stumbled as they were brought face to face with each other, but her expression didn’t betray any alarm or discomfort. “Why are you doing this to my friends?!” Twilight Sparkle yelled at her, booming. “I know you’re in there! Answer me, damn you!”

Pinkie Pie smiled back unflinchingly with her plump lips and blinked her dark eyes. “Gee, Twilight, I dunno who you’re talking to, but it sounds like they’ve got you pretty riled up,” she eventually said, “you should tell ‘em they’re a big meanie and if they don’t stop then I’ll twist their nipples.”

Twilight Sparkle started to give out an enraged howl, building at the back of her throat, and the magical power around her thrummed and rippled. She didn’t care how close she was getting. Didn’t care about the cock brushing against her hip, the breast mashed against and enveloping her chest, how close she was to those fat lips.

“Until then, though—”

The warped pony licked at her finger before she pinched around the tip of the alicorn’s horn like the wick of a candle. This should have been highly inadvisable, potentially causing the equivalent of an electric shock at this level of concentration, or worse. Instead, however, all at once the light and the force and the shaking stopped. Twilight Sparkle gasped as her flow of mana forcibly shut down, stopping cold, and she staggered back and clutched at her horn. She had been running hot only to feel like she’d had all of her reserves drained from her. That kind of disparity could cause whiplash, but she didn’t feel any worse for wear. It was like it had been as simple as flicking a switch.

“You really shouldn’t go around pointing those princess lasers at your pals, silly,” Pinkie Pie said, tongue sticking out from between her lips as she winked.

“What…but…how…?” Twilight Sparkle would come to chastise herself for thinking that she had grown complacent with the fact that Pinkie Pie continued to defy explanation. She had no way to be sure whether this was something she always could have done or if it was another side effect of…this.

“Don’t you worry your pretty little head about it.” Pinkie Pie patted her on the head, ruffling her mane. It was a curiously benign gesture in the presence of everything else.

And then, while she was still taken aback, the pink mare leaned forward and gave her a peck on the cheek. It was quick and inoffensive compared to what she’d gotten from Applejack, but the feel of those cushy mounds smothering the side of her face still prompted her to recoil in alarm. She called upon her magic, but her horn was numb and unresponsive, producing little more than pink sparks. Pinkie Pie’s only response at this flustered outburst was to snicker under her breath and smirk.

“You’ve been so wound up, Twiggles, you need to relax. Don’t worry, we’re going to have a party ready to go here real soon!”

“P-p-party?” she asked in disbelief.

“Duh! What did you think all the balloons are for?” Pinkie Pie twirled about in place. Her penis swung around in an arc and knocked against the rubbery globes, and Twilight Sparkle had to back away to avoid the same undesirable occurrence. “We’ve gotta be festive for the occasion!” Then she stopped, and her eyes lit up with realization. It seemed that the red hearts of her pupils flashed momentarily. “Oh, that reminds me…”

Now with two hands she groped at the length of her shaft, and she pumped up and down even more fervently. A third hand held to the edge of the green rubber that was covering the tip, keeping it in place. Twilight Sparkle could have only guessed that it was a condom, but looking at it now she wasn’t sure—of course, it wasn’t like she had a lot of experience with condoms to begin with. Pinkie Pie started to breathe in hot gasps, eyelids fluttering, as she bucked her hips, thrusting into the air.

“Pinkie, what’re you—?”

But almost as quickly as it had started, it stopped, and Twilight Sparkle could only watch in total bewilderment as her friend orgasmed right in front of her. A deep, crooning (and familiar) groan erupted from the earth pony as her loins quavered. She was prepared for the sight of the green confines straining as they were filled with gummy white goo, but instead it filled up and outward, expanding, inflating, as if with air, accompanied by a telltale hissing of gases. Within seconds the balloon was full, and shortly thereafter Pinkie Pie collected herself with little evident in the way of a refractory period; Twilight Sparkle hadn’t seen the way her testicles shrank, but she did see them pulse larger and larger until they were back to their original size. “That’s one more for the decorations,” she announced as she squeezed in the edge of the opening, yanked it off, and tied it shut. The interior of the green surface was white and hazy, matching that of the other balloons as she let it go to float up toward the canopy above.

Twilight Sparkle could only gape as she watched, and then her gaze turned to her surroundings, to all the dozens and dozens of balloons filling the room. Sugarcube Corner wasn’t just overflowing with balloons—it was overflowing with what she could only imagine was aerosolized semen.

Suddenly the idea of popping any of them was infinitely less appealing.

“Alas, a party planner’s work is never finished,” Pinkie Pie mused with a sigh as she reached behind herself, fingers stowing into the curls of her tail, and from that mass she pulled another balloon which she then tugged over the tip of her penis to replace the previous one. She was already working at the shaft again while she started to walk away. “Come on, Cupsy, we’d better get started on those cupcakes! Gonna need a looootta cream!”

Twilight Sparkle hadn’t been conscious of herself staggering backward, on the verge of falling over, until she found herself within the arms of Mrs. Cake again. The older mare had a few flecks of white remaining on her face from the earlier burst balloon. She looked up into her eyes, a mixture of confusion and worry, but there was also just a hint of something that had been sorely lacking: hope.

“How…how long has she been like this?” the alicorn asked.

She ruefully shook her head. “I found her like this when I woke up. She’d already covered the ceiling with her…decorations. I haven’t the foggiest idea what could’ve caused this in the first place!”

Twilight Sparkle bit her lip. There was no point in trying to scrutinize what the cause might have been when there was no more evidence than there had been at any of her prior destinations. “You and the others should leave,” she said decisively, and she placed her hands on the pony’s shoulders, applying just enough force to urge her to start moving. “There’s a town emergency going on, it’s better for everypony to get to town hall to organize.”

But Mrs. Cake looked back with a strangely resolute determination, however much regret there might be under the surface. “I know it might be for the best, Twilight,” she muttered and sighed, “but I just don’t feel like I can stand to leave the store. Or…Pinkie, for that matter.”

“But…but it could be dangerous for you to stay here with her!” Twilight Sparkle insisted, “We don’t know what she might do!”

“Dangerous?” she repeated skeptically, and as she stared she put on a hint of a genuine smile and amusement. “Twilight, you’re talking about Pinkie Pie. I know she’s a handful, but dangerous is the last way I’d describe her. I know she’s…well, far from normal right now, but she’s still the same pony, and…” She paused and looked away, and Twilight Sparkle did the same. The lower half of the pink mare was visible through the kitchen door and underneath the overhang of balloons, currently swaying her tail and bare bottom from side to side whilst preoccupied with something. “I don’t know how I can explain it, but…I feel like she needs somepony with her. I don’t want her to be alone while she has to deal with all this.”

Twilight Sparkle tried to digest these words—they weren’t agreeing with her stomach. It did occur to her that Pinkie Pie seemed more herself than any of the other affected ponies (and dragon) she’d seen thus far. Physical differences aside, she was still as kind and eager as ever. The sexuality might not have been especially extreme either—everypony knew Pinkie Pie was known to host some wild parties. What might that mean?

“Alright…fine,” she admitted reluctantly. Wherever Mrs. Cake seemed to be getting a feeling that it was better for her to stay, she thought that she was getting the exact opposite sentiment, certain that something would go awry. “But please, be careful, and promise me the instant you see something getting too out of hand, you and your family get out of here, with or without Pinkie.”

“We’ll be fine, dear,” Mrs. Cake replied with a soft chuckle. She placed her hand on the other mare’s shoulder now, gently squeezing for reassurance. There was still worry and weariness present, but that didn’t detract from her genuine compassionate warmth. “You just work on figuring out what you need to do to fix all this.”

Twilight Sparkle nodded quietly. She didn’t want to admit that she was no closer to finding a solution than she had been before she came here, or that their potential numbers were dwindling rapidly. This only left Rarity and Rainbow Dash for her to attempt to get on board for whatever effort she could cobble together to combat the spread of this condition.

She didn’t want to even consider that it was already too late, no matter how heavily that possibility loomed over her.

They both turned back toward the door. Twilight Sparkle didn’t feel comfortable leaving, but she knew nothing was going to happen if she stayed here all night. “Now you go work out what’s happening with this penis problem of ours,” Mrs. Cake said, and she giggled softly. The alicorn wasn’t certain if it was good or not for her to make light of the situation, but she didn’t make any response as she reached for the doorknob.

Suddenly there was a knock on the door.

She stopped and glanced back, but Mrs. Cake could only shake her head and shrug her shoulders with equal confusion on display. Naturally, Twilight Sparkle’s brain was immediately awash in an array of potential terrible possibilities they might be faced with.

“That’s for meeee!” The pair both yelped in surprise as Pinkie Pie seemingly manifested out of thin air beside them, the heady smell of musk springing into being without any warning, and she leaned forward and tugged the door open before Twilight Sparkle could insist on any amount of caution.

And then a voice called out “Special delivery!” in a particularly innocuous and carefree tone, and the purple mare opened eyes that had clenched themselves shut.

“Ditzy…?”

The grey pegasus standing on the other side of the doorway was wearing the brown uniform and cap typical of a mailpony and carrying a cardboard box tucked under one arm. It contributed to her overall plain, unassuming, charmingly quaint visage. Most of Ponyville knew her, and its ponies appreciated her work, no matter how often she got deliveries mixed up. Much like when it came to Pinkie Pie, it was incredibly hard to stay mad at Ditzy Doo.

But Twilight Sparkle had her attention focused on the aspects that were out of place. The pale blue streaks in her blonde mane. The mauve eyeshadow and gloss around her muzzle, uncharacteristically glitzy for one out on a job such as this. And her eyes, dark and gold, with heart-shaped pupils that both stared straight ahead. It was so small, but it struck her as such an utterly alien notion that she completely seized up for several seconds, unable to process anything, and then the world returned to her in a flood of sensory input all at once.

“—what I needed!” Pinkie Pie said as she took the package.

“Just a part of the job!” Ditzy Doo replied merrily, beaming, and one wing unfurled from behind her back, curling toward the side of her head in a salute. She didn’t seem the least bit fazed by the sight of the naked, four-armed, obscenely distended earth pony in front of her, not even when her cock came swinging toward her.

“Goodness, isn’t it…terribly early for you to be doing your rounds, though?” Mrs. Cake asked, likely similarly shaken but quicker to adjust to it. It was a good thing that maintaining eye contact was generally considered a polite thing to do, so that meant there was nothing overtly unusual about staring at another pony’s eyes.

“I don’t mind, there are lots of deliveries that need to be made and ponies who’re waiting for them,” the pegasus proclaimed, and she grinned broadly. Even with the out-of-place makeup, the infectious cheeriness remained. “I’m not going to let anything stand in the way of them and their packages.”

“Amen to that, pegasister!” Pinkie Pie cheered as she held her own parcel against her stomach, tucked underneath her bosom. And then there was a glimmer in her eyes as she licked her lips. “How would you feel about taking a moment to get acquainted with my package?”

“P-P-Pinkie!” Twilight Sparkle interjected while she felt her cheeks burn red-hot. “You c-can’t just—!”

“Aw, thanks for the offer, but I’ve got other deliveries to make,” Ditzy Doo said, offering a gentle, apologetic smile, “maybe some other time!”

“Okie dokie, no problemo!” Pinkie Pie replied, back to carefree giggling, and then she waved with a free hand, “Don’t let me hold you then, get finished up and hurry on back for the party!”

“You bet! I’ll be looking forward to it!” She waved back before she then turned about, and with a flap of her wings she rose up toward the night sky.

“Always so nice to see her come by,” Pinkie Pie mused aloud as she closed the door and pushed past Twilight Sparkle and Mrs. Cake.

“What did you get, Pinkie?” the older mare asked with genuine curiosity as she followed her toward the kitchen.

“More balloons, duh,” she scoffed in reply. “Right on time, too, I was just about to run out! It’s not like I’ve got a limitless supply of these stashed up my butt.”

Twilight Sparkle might’ve been more surprised that that wasn’t the case at this point, but instead of voicing that she asked, “If you were only just about to run out, how were you able to make an order so that it would arrive—”

There was a knock on the door.

“COMING!” A pink blur signaled Pinkie Pie zipping by and once again nearly knocking over Twilight Sparkle as she opened the wooden panel.

“Special delivery!” It was Ditzy Doo. Again. She was holding another cardboard box, one that was more oblong, tucked against her chest with both arms.

“Thaaaank you!” Pinkie Pie exclaimed, bouncing on her hooves as she came to take the parcel, and all of her distended bits bobbed and wobbled along in time. “Can’t wait to try out this one!”

Once the wobbling mass of pink was out of the way, Twilight Sparkle couldn’t resist stepping forward and making her confusion known. “Ditzy, you…you’re back already?”

The grey pegasus turned her attention to her, and her smile faltered, just slightly. “Huh? What do you mean? I just got here.”

“You just dropped off a delivery of balloons for Pinkie,” the alicorn insisted pointedly, brow furrowing.

Ditzy Doo opened up a satchel slung from her shoulder and took out a clipboard, then started thumbing through the pages attached to it. She didn’t have to hold the paper right up to her face and squint her eyes to be able to read the small print. “Hmm…nope!” she announced after a few seconds of inspection, back to being just as cheery as before, “Doesn’t say here on the schedule that I had any deliveries here before!”

“I…” Twilight Sparkle clenched her jaw shut for some time. Ditzy Doo only looked back at her with that innocent smile. “Okay. Fine. See you, then.”

“See ya!” She was waving a hand back as the door closed.

The purple mare rubbed her fingertips at her temples. There was a headache coming on. “What was that ab—?”

There was a knock on the door.

Twilight Sparkle wrenched it open before Pinkie Pie could come back.

“Special delivery!” The voice was slightly muffled this time, coming from behind a massive box that Ditzy Doo was holding, covering up most of her body. It didn’t seem to cause her any strain in the slightest, though, even if this was the kind of heavy lifting that the alicorn never would have trusted her with.

The sound of wings beating against the air was fast fading into the background of the frenzied night.

“…Ditzy,” Twilight Sparkle said quietly, “how are you—?”

And then the flapping wings and rustling feathers came back before hooves alighted upon the earth. “Special delivery!” announced another Ditzy Doo who came up beside the first, carrying yet another package.

“Aw yeah, now we’re really cooking!” Pinkie Pie said, now standing next to Twilight Sparkle in the doorway. She rubbed two opposing palms together while another hand gestured to the matching mailponies. “How about you all just come on inside and drop these off!”

“Sure thing!” the Ditzy Doos said happily, and naught but a moment after they stepped forward there came another voice calling out “Special delivery!”

“Here, Cupsy, help me clear out some space for these!”

“P-Pinkie, how many deliveries did you get?!”

“Special delivery!”

“Oh, you know, just a few knick-knacks and party favors, I needed some new gimmicks to spice things up!”

Sugarcube Corner was now filling up with Ditzy Doos and varying sizes of cardboard boxes in addition to cum-inflated balloons.

Twilight Sparkle thought she heard something snap inside her head while her breath whooshed loudly in her ears.

“Twilight, dear, it’s alright, you need to breathe!”

“Special delivery!”

“Hey, Twiggles, can you lend us a hand with this? Or a horn?”

Her forehead was aching. Her horn was aching. The numb was gone. Magic channeled through her.

“Special delivery!”

Twilight Sparkle shrieked, and her horn crackled with energy, casting a bright glow all around her.

Then there was a flash and a pop and she was gone.

Mrs. Cake stared at the spot where she had been standing, eyes wide, aghast. “Is…is she going to be alright?”

Pinkie Pie turned away from surveying the line of Ditzy Doos filing into the building, and she scoffed and waved a hand. “She’ll be fine, she’s been through way worse than this.” Then she casually went back to stroking at her groin and a low groan escaped her throat. “Oh, yeah, that’s the good stuff.”

= = = = =

“Gah!”

Big McIntosh stopped when he heard Octavia cry out, and he was quick to turn back and put his attention upon her. Apple Bloom, similarly, had already come to her side, offering a consoling caress to the grey mare’s back and shoulders. This was not the first time such an interruption had occurred, as the scuffs on her knees and arms attested to. The two Apple siblings had been running for more than a mile since leaving the farm without showing much exhaustion, but the musician looked like she had been pushing herself for an even longer distance, shaking and trembling and gasping for breath.

“Are you alright?” he asked, the same question every time, cautious, stalwart.

Octavia wheezed a few indecisive syllables. She winced and clenched her jaw and screwed her eyes shut as her shoulders heaved. The sobs still couldn’t be repressed entirely. He couldn’t be sure whether it was terror getting the better of her or if pride was keeping her from admitting her weakness. Quite possibly both. “I…I don’t know,” she whimpered, and she clutched at her middle, “I just…I feel ill…I’m sick to my stomach…”

“We should stop and find shelter somewhere so you can rest,” Big McIntosh said grimly. He didn’t think about the town emergency meeting, or about Twilight Sparkle. She could handle herself, of that much he was certain.

“N-no!” she snapped, eyes wild as she turned to face him, to stare pleadingly, “You d-don’t know who’s in any of these h-h-houses! Wh-what if you knock on the door and it’s…them?!”

The red stallion bit his lip and sucked in a breath through his teeth, but he didn’t object. They were at a crossroads, and the houses at each of the four corners appeared equally innocuous, quiet and dark. There was no way to be sure what might await them if they knocked on one of those doors. It could be nothing at all. It could be ponies cowering in fear. It could be an avalanche of flesh poised to engulf all of them.

Sounds approaching. A group of charging toward the intersection, mostly screaming shrilly in their panic. Distantly, loud thumps of hoofsteps far heavier than they should have been.

Octavia whispered something that could barely be heard over the noise.

“What’s that?” Apple Bloom asked, leaning over and gently holding her by the shoulders.

“What if…it’s happening?” she repeated, forcing out the words.

Big McIntosh bristled, but the younger sibling still didn’t understand. “What d’you mean? What’s happenin’?”

“It…it!” Octavia said emphatically, and when she looked up again there were fresh tears lining her cheeks. “It’s t-turning…me…into one of them!”

Apple Bloom gasped and backed away with a flinch, a sudden motion that might not have been the most reassuring reaction in this moment, but Big McIntosh quickly seized the opening and bore down, grasping her in his far steelier grip. “You’re fine,” he said quietly and firmly, staring right into her mulberry eyes even as she squirmed, “you’re just stressed and winded, you need to rest.”

“How can you know that?!” she shot back at him, and she pushed against his chest, but he was nigh-immovable. “We don’t know what’s causing this! I got mare spunk all over me, I have to be infected! You…you’d be better off without—”

“Hey, look out!” Apple Bloom’s cry rang out from the side, but it didn’t seem to be directed at them.

The multicolored throng of some dozen ponies had come by them, heading in the same direction that they had been. They ran forward only to discover that something else had come into the intersection at the same time. It was a huge, swollen, rotund shape, hobbling and bobbing. The illumination around them was too dim to decisively identify much beyond the mottled blend of colors, creamy yellow and vivid and muted shades of pink mixing together like sherbet ice cream, the silhouette towering over the smaller ponies. Chaos erupted as the ponies screamed anew and scattered, rushing to get out of the way, tripping over themselves and each other in the process, parents carrying or pulling along wailing foals. Big McIntosh moved to position himself in front of the two mares for protection; it was too late to try to hide.

The distended mass, for its part, didn’t seem to particularly take notice of any of the ponies in front of it as they ran about like decapitated chickens, or the three who were huddled at the side of the road. It kept on shambling forward—its gait seemed awkward and uneven on account of having four legs supporting its weight. There were three separate extremities rising out from the top where the shoulders were.

Voices projected into the night.

“Oh, I heard that Roma might be having a discount today!”

“Really? She’s always such a bit-pincher, she never lets anypony haggle with her!”

“Everypony has to take it easy sometimes!”

There seemed to be a third voice, but it was too muffled to parse, syllables wet and sputtering.

“Yeah, if she’s really stubborn we can always offer alternative payment!”

Carefree laughter drowned out the commotion of the town as the conjoined mass left the crossing behind and continued on its path—as long as it was away from the town hall, that was all that mattered.

“…Come on, let’s get goin’,” Big McIntosh muttered once their surroundings seemed calm again.

Apple Bloom stood, and she cautiously looked around them for any sign of activity while the stallion knelt over Octavia. The mare didn’t vocally object but still remained huddled on the ground, shaking and silently sobbing. After a few prolonged seconds of this, he sighed and extended his arms, and she gasped as he lifted her, effortlessly welcomed into the embrace of his burly arms, balanced in a bridal position. “We’re not leavin’ anypony behind,” he said quietly as he rose to his hooves, “just stay strong and have faith in Twilight. She’s gonna figure somethin’ out.”

Once he had gathered himself and made sure that Octavia was comfortable, they resumed their progress toward the center of Ponyville. Big McIntosh didn’t think about how he barely knew the pony he was carrying, only the passing familiarity that came with most ponies living in bigger country towns, all that mattered was that she was hurt—more emotionally than physically—and she needed his help. She may not have been family, but that didn’t mean she was any less important to keep safe. He wasn’t going to lose her. He didn’t want to have to—

“Big Mac?”

He blinked. He had stopped in place. Apple Bloom was a few paces ahead of him, looking back worriedly. He was still carrying Octavia, and she blearily gazed at his face.

“Somethin’ wrong?” his sister asked warily.

“N…nope,” he muttered back, and he started to walk again, and they both continued on their path.

But there was something wrong.

Or there wasn’t.

No—it was that there wasn’t something wrong that was wrong in itself. He knew he had felt it, just for a moment, a pang of hurt, welling up deep from within. Then, just as quickly, it had been snuffed out, debris snatched up in a gust of wind, and he couldn’t for the life of him remember what it had been. All he knew was that it was supposed to be important.

It should have been something he could never forget.

But there was nothing that could be done about it now. All he could do was move forward.

Author's Notes:

It's us and them, Twilight.

Octavia was another unexpected addition that I had to try to adapt to on the fly, to mixed results. Also struggling with my urge of "always include full name of pony in narration" because Octavia Melody is so much of a mouthful. Or textful.

I think that at some point I was going to have Pinkie Pie be more distinctly lucid because her corruption was relatively minor, because she's already used to having to cope with her pain, but that got downplayed.

A lot of these side characters don't get shown in much detail because it's supposed to get that vibe of a monster that's lurking around the corner and only ever appears in dimly lit brief glimpses.

In the past year or so I had decided to wholly commit to Ditzy Doo instead of Derpy Hooves.

I believe this was written around the time we got art of Veraloetus for the Decaverse so I had big merging stuff on the mind.

If you enjoy my work, consider supporting me on Patreon or Ko-Fi!

Chapter 5: Distance

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…

…Twilight Sparkle wasn’t supposed to be here.

She didn’t know where she was supposed to be, but it definitely wasn’t here.

Then again, the problem lay exactly therein in all likelihood. She should have known better than to teleport without a proper end point in mind. It was an amateur mistake.

Usually, though, that had the effect of depositing one in a wildly unfavorable location, be it dozens of feet in the air or buried underground. It was much rarer to have a teleportation that simply didn’t go through all the way.

Twilight Sparkle drifted through the nothingness around her. Black surrounded her in all directions, dark and impenetrable. She thought she discerned faint wisps of grey, the aged dust of reality, but any time she tried to focus on those motes they dissipated and faded into the ether. She couldn’t bring herself to move. If her knowledge and theories were correct, it was likely that time didn’t exist here, and without one second elapsing to the next it would be impossible even to fire the synapses necessary for movement. If that was the case, though, then she wouldn’t have even been able to think either.

Unicorn scholars have long debated on the exact nature of teleportation. Though a number of ponies today were capable of using it, it was old magic, its origins long lost, and so it could only be understood in the form of the impressions that had been passed down through the ages. Some believed that it was a matter of the compression of distance from one point to the other. Some asserted that it involved the conversion of the body into energy which could be directed to another destination. There were a few who supposed that it didn’t involve movement at all and instead spontaneously created a perfect clone of the caster at the arrival point while completely destroying the original. This theory was substantially less popular.

As a pony proficient with virtually all forms of magic, Twilight Sparkle had learned teleportation early on in her life and been making liberal use of it ever since. She’d had more than sufficient time to be able to absorb the intricacies of the experience that came with winking in and out of existence from one spot to another. It had been almost unnoticeable at first, but over the years she had accrued more and more imprints of that singular instant that occurred in the span within. That space that existed just behind the curtain of reality, empty and immaterial and dark.

The Between, as she had come to think of it. It was a place outside the material plane that ponies of Equestria were familiar with. Theoretically, there shouldn’t be anything to worry about. She imagined that nothing existed in the Between, that it was simply a transitory space. There would be no threat to her here.

But there was nothing at all.

Every (hypothetical) second that went by was another second longer than she had ever observed the Between before. It was also a second longer than she would have ever wished to do so. The dark and the dust were oppressive in their omnipresence.

There was a sound. Rushing air, bellows blowing in and out. Breathing. She might have suspected it to be her own, but it was far too loud, echoing all around her. It also wasn’t nearly panicked enough.

Magic. Spark. Escape.

But more than her horn felt numb now. Everything seemed dull and distant. There was no weight, no proximity. The sensations of her body were stretched out, nervous system unfurled over a span of miles. Every part of her was laid bare for examination.

(examination by whom?)

Stay calm. Nothing would get done by losing calm.

Nothing could be done anyway.

The pony mustered her concentration. She would need every iota of her cognition to think of how to escape her present surroundings. While that eluded her for the time being, she had just enough lucidity to ponder her remaining questions. They were much the same, as was the information that she had gathered up until this point.

Why was this happening? What was it, exactly, this plague? How was it propagating, and how could she stop it?

How many transformed individuals did she know of? Ditzy Doo, Pinkie Pie, Thunderlane, Raindrops, Caramel, Berry Punch, Bon Bon, Vinyl Scratch, Granny Smith, Applejack, Fluttershy. To say nothing of those she hadn’t had the opportunity to identify. Any other ponies within the central neighborhoods of Ponyville who had been contributing to that commotion in the streets. Whoever (or whatever) had left those hoofprints outside Fluttershy’s cottage.

And Spike.

Inwardly, Twilight Sparkle was biting her lip.

What did she know about the victims that she had seen thus far?

Spike…he had seemed largely disinterested in anything beyond his own pleasure. She had at first thought it not unlike the greed-induced spontaneous growth spurt he had experienced when he was younger.

Fluttershy…eager to be around other ponies. The polar opposite of how she normally was. What that interaction might entail, though, she didn’t want to entertain.

Applejack…soft, affectionate, maternal. Less overtly sexual. The implications of her pregnancy were another detail best left on the side for now.

Granny Smith…younger, implausibly. Eager to lend a helping hand. Perhaps she had wanted to be that way for a long time.

Pinkie Pie and Ditzy Doo…somehow, not so different from their normal selves on a fundamental level. The same kind, bright, helpful ponies. Only…distorted.

Physical changes were all across the spectrum. The enlargement of erogenous regions. The addition of anatomy that shouldn’t have been present. Unnatural physical functions. Replacement of organic composition. Duplication.

Colors—stains of purple and blue splashed across the world she was so accustomed to.

Lips.

She didn’t like how that image lingered in her mind, or how inviting it seemed. Wet, soft, puckering, smacking, smothering.

This still left her no closer to understanding what the correlation was. The sample size she was working with was too narrow to identify much of a connection from one instance to the next.

It certainly didn’t make the solution any more evident either.

For the time being, she was still unaffected. It seemed as if the infection wasn’t spread through physical contact, if she still hadn’t shown any symptoms after touching three of her corrupted friends. Or was it possible that she was immune somehow? Could it be that alicorns were immune? Without Spike’s assistance she had no means of contacting the other princesses to see how they were faring. She didn’t especially want to rely upon that remote possibility anyway.

What might any of them have been able to tell her if she’d taken the opportunity to grill them for more information? Was there even a remote possibility that there was something she hadn’t been told? In their own way, each one had been wrapped up in their own little world, detached from reality. If they even were aware of what had befallen them and how it had happened, it seemed as if they were incapable of relaying those details.

They only saw what they wanted to see.

Only what they want.

Want.

But why would—

“You crave satisfaction.”

Twilight Sparkle looked forward—no, she looked the same way she always had. Now she was simply properly focusing on her sense of vision. What she could observe of the void of Between was still the same it had always been. The dark murk surrounded her in all directions, inescapable.

There was something out there.

Her magic remained ineffective. She couldn’t summon even the weakest spark to her aid. No offense, no defense. No teleportation. Her body was still equally useless. Even wiggling her fingers was beyond her.

(get out get out get out get out get)

“Your inklings are unnecessary.”

The whooshing breath around her intensified. It was like a dragon rearing up and looming over her head, the noxious death stench of its lungs washing over her, threatening to snuff her out with a single eruption.

Why go to that effort when all he had to do was lean forward and smother her with a kiss, crush her until all her life force was gone?

(no not Spike not Spike not Spike)

There was a loud reverberation, a wave that shook through her. The dark swirled and churned.

“I won’t let you take them!” Twilight Sparkle screamed inside her head.

The Between had no answer for her.

This wasn’t the Between’s doing. This realm was nothing. It was incapable of thoughts or impetus, and it had no inhabitants. There was something else within it aside from her.

It was approaching.

The shape was almost indistinguishable from the darkness that surrounded it. It was only in its movement that it could be discerned. A black too purposeful in its shifting to be the wispy scraps of void matter that were everywhere else. Like a storm cloud rolling in over the horizon, it billowed closer and closer. Dimly, she could see light within its mass, flashes of violet lightning ready to lash out.

“Consume the chains that seek to bind you.”

Shadowy appendages extended from the immaterial shape and reached toward Twilight Sparkle. There was nothing she could do to avoid them, only cry and curse in her mind. They touched her, gently, brushing against her fur, soft like silk and yet oily, greasy, as if coating her in its otherworldly filth. Voices murmured around her, and she felt as if she was being appraised by some voyeuristic entity. It was examining every facet of her.

The pony wanted to believe that she was crying. It was a crime that she wasn’t allowed even that luxury.

“Help me…please…!” Her very thoughts were whimpering as the dark encircled her, engulfed her, swallowed her. “Anypony…anypony!”

“Twilight.”

She stumbled. She was standing on her hooves again, however shakily. She could move. She could feel.

But she still wasn’t in reality. The dark of the Between had been replaced with a space that was even darker still. The air felt heavy and thick in her lungs, as if she was trying to breathe water. She had fallen deeper into nothingness. Or maybe this was something even worse than nothing.

Her magic still wouldn’t answer her.

“Twilight.”

That voice was—

She whirled about. There was something of concrete substance in the black now. It was a tall, rounded object, an ornate, gilded frame with a glassy center. A mirror. A faint emerald light emanated from within. Twilight Sparkle had enough experience with enchanted mirrors to suspect that this might be the escape she was hoping for, but it was the voice that enticed her most of all. She started forward, moving languidly despite her urgency, as if in slow motion, and the distance between her and the mirror shrank in agonizingly small increments.

“Hello?!” she called out desperately as she came close enough to peer into the glass. She could scarcely hear her own voice, the words muffled and buried, the sound seeming to come from far below, rumbling up through her hooves, instead of her mouth.

She stared into the green light.

Gravity tilted. She plunged face-first into water. Salt filled her nostrils and burned at her eyes.

“Careful, Twilight.”

Twilight Sparkle was being very careful. She had never been more careful in her entire life. It was of the utmost importance to be careful when one was covered in writhing snakes. The slithering reptiles coiled around her arms and shoulders, rested upon the branching limbs of her wings and worked their way down her torso. She had expected it to be mortifying, and it was, but what was most troublesome was the way their hissing tongues tickled at her where they touched, especially one adventurous snake who seemed to be trying to whisper something into her ear. There was a strange disconnect of wanting to laugh even though her skin was crawling.

“C-c-can’t I…j-just…l-levitate them, Fluttersh-shy?” she asked, her chest rising and falling rapidly as she stifled the urge to break out into a fit of giggles despite her terror.

“I’m sorry, but they really prefer to be in contact with something, I don’t want to frighten them,” Fluttershy said apologetically. She was bent down low to the ground as she reached one arm into a hole in the side of a grassy knoll, raking out dead leaves and other detritus that had built up within.

This had already happened. Twilight Sparkle remembered that this was not long ago. Fluttershy had called her over to assist with cleaning up some of her animal homes, and she had been all too willing to oblige. Granted, that was before she had known exactly what it was going to entail. All the same, time spent with her friends was rarely time wasted.

The impulses were the same, and they came automatically. She couldn’t bring herself to take any actions that she hadn’t already made on that day. She couldn’t coerce herself to take a seat, to perhaps give the snakes some space to coil up in her lap, no matter how much she wanted to. She was trapped as an observer within her own body.

The pegasus pressed her face right up against the dirt for several seconds before she backed away, brushing herself off as she stood up. The grime remained in her fur and mane, but that didn’t seem to especially deter her. “Alright, that’s all done, darlings,” she cooed gently as she held out her arms, hands touching the other mare’s, “come to me now, Auntie Twilight’s had enough.” The snakes obediently relented in their torment of the alicorn and one by one they slithered away into the welcoming embrace of their caretaker. She accepted them wrapping around her without any hesitation.

“Gosh, Fluttershy, you still amaze me with how easy it is for you to handle animals like this,” Twilight Sparkle said with gentle reverence once she was free of snakes and able to sufficiently calm down.

“Oh, it’s not that hard,” Fluttershy responded with a bashful chuckle, her cheeks reddening slightly. She was just about covered in the snakes now, but she didn’t show the slightest hint of alarm. “I just think of it as a pleasant massage. It’s so much easier than being around other ponies. I couldn’t possibly imagine being the center of attention like you are right now.”

“Ha…yeah, I guess I’m kind of having a hard time with that myself,” she admitted, absentmindedly scratching her head. The big coronation was months away, but she still had to participate in numerous official functions in preparation for the duties that were soon going to be placed upon her. It was more rigorous than any of the events she’d had to attend in the years before now, when she was merely a student to the crown, one of many savers of Equestria. She started to move her mouth, to ask a question that she already knew the answer to. “Do you…think I’m ready for this, Fluttershy?”

Fluttershy stilled as she turned her focus to Twilight Sparkle, her face thoughtful. Slowly she smiled, her eyes warm. “I’m sure you can handle it, Twilight, you’ve always been the most capable of us.”

Her eyes flickered. Teal irises swallowed up by pools of black. Pupils turned to pulsing red hearts.

“I think you’re ready to—”

The mare’s shirt bulged over the right side of her chest, cloth straining and then tearing, holes showing yellow-furred flesh underneath, until at last the garment burst and revealed a swollen breast the size of a weather balloon. “—suck my fat marecock,” finished the puffy lips sprouting from where the nipple should have been.

The crotch of her pants bulged next, distending grotesquely before splitting apart, and from within sprang out a colossal, throbbing length of meat. Swollen balls bobbed as they came to a rest below her knees. At this distance, the flared tip came to a stop pointing directly at the other mare’s chest. She could see right down the gaping urethra as pre started to come gushing from it.

“Stop,” Twilight Sparkle said in her head, but she was frozen again, unable to deviate from the script of her own warped memories.

Fluttershy remained still as the rest of her body bloated and mutated. The other breast filled out with a pop, tearing her shirt away entirely. Her hips and thighs flared out dramatically to either side and her pants split in twain. She didn’t even show any sign of alarm as her lips inflated like balloons, spontaneously coating themselves in fuchsia gloss, until all view of her face had been completely obliterated. Her snakes were equally unfazed, eagerly coiling all around their new environment, squeezing in between her breasts and slithering along her penis.

She laboriously took a step forward, and her buoyant assets jiggled like a bobblehead. A muffled, crooning sound rose from her throat while her nipples spoke for her. “It’s so much better this way, Twilight. I’ve never been happier. I’ve never been so alive.”

The alicorn was screaming silently, unable to do anything as that wall of meat approached ceaselessly.

“Let’s go into town together, Twilight. Let’s have our way with Ponyville. Let’s show them all how beautiful we are.”

“I’m not like you!” She thought she felt moisture on her cheek. Her head was throbbing. Her horn was burning. “You can’t take me or my friends! I won’t let you!”

“If you say so, Twi.”

Twilight Sparkle’s confusion was immediately overtaken by a pull on her back and shoulders. The weight threatened to force her to the ground. She had to fight to keep her balance, to maintain her posture. She was desperately clutching something against her middle, with no understanding other than that she wasn’t supposed to drop it. It was several seconds before she had gathered enough of her senses to stand up straight and withstand the burden upon her, and she saw that it was a heavy wooden basket full of apples. The smell of the fruit, of earth and nature, was all around her, far stronger than it had been moments ago in the hills by Fluttershy’s house.

No, not moments ago. That had been days before this memory.

“I can lend you a hand if you want, sugarcube,” Applejack said with an amused snort. She effortlessly carried her own basket, even as she shifted it to be tucked against her side, held up by a single arm. “Dunno why you don’t jus’ use your fancypants magic. Hay, you’d get this done way faster than I could.” She laughed again and smirked, her grin bright and sunny. “Too bad you’re already Princess of Friendship, you could’ve been the Princess of Apples.”

“I know, but I’d rather…do this the way you do it,” Twilight Sparkle grunted, trying to smile and laugh back, even as in her head she wanted nothing more than to scream “We need to get out of here! Applejack, please, listen to me! You’re in danger! Something awful is happening!”

“Aw, you’re too bashful for your own good, Twi,” Applejack mused, and she reached out to place her free hand on the purple mare’s shoulder. Her touch was warm and buzzing. Numbness spread through her. “Won’t do you a lick of good if you stay all skittish like this, y’all gotta—”

She blinked and her eyes darkened, and mid-sentence her pitch and accent shifted. “—indulge in a hearty meal from Mama Applejack!”

There was a pop as plump lips sprouted from the earth pony’s muzzle and the tie holding her hair snapped, letting the blonde tresses unfurl far past her shoulders. The rigid structure of her muscles receded, buried beneath doughy plumpness, her figure giving way to rotundity. Her pants split apart under the burgeoning girth of her legs while her shirt rode up over the bulk of her midsection before finally shredding completely. A gut bloomed into being, hanging far past her waist and pushing out until it nearly completely eclipsed her.

“Now c’mere, you.” Applejack gave an alarmingly good-natured laugh as she held onto Twilight Sparkle with her iron grip and pulled her closer to her bloated bulk. From the other side of her body, a hand rose up, now holding not the basket of apples but a steaming hot pie. “Y’all best get some grub in your gut before you go out on the town with Flutters!”

“NO!”

“Oh, silly me, that’s right.” The motion stopped, and for a moment Twilight Sparkle thought she might have gotten through. “You’ve been out in the sun so long, you need some nice refreshin’ milk first!” Then the pulling resumed, and now the alicorn was being directed toward one of the orange mare’s heavy breasts, trickles of white leaking from the nipple. “Drink up, hon!”

As Twilight Sparkle tilted forward, her grip on the basket slipped. It clattered to the ground and apples spilled everywhere. The tapping of each impact rapped against her brain.

“Don’t…please don’t…please—”

“Oopsie!”

A bump against her rear knocked her over. She landed not against warm flesh, however, but cushy air-filled rubber. She knew from memory that this was keeping her from falling face-first against the floor.

“See, I told you there was a reason I kept those old balloons out!” Pinkie Pie’s singsong voice came from behind and above her somewhere. “Gotta have insurance when I’ve got a royal klutz coming over!”

Twilight Sparkle laughed sardonically even though all she wanted to do was weep, and that she wasn’t able to do so just made it worse. “No more…no more…I’m begging you…!”

There was a series of noises that then accompanied the clopping of hoofsteps. A number of pops. The fwoosh of air filling an enclosed space. An exaggerated elastic sproing that reverberated for several seconds. “If you say so, Twiggles,” Pinkie Pie said in that disturbingly ordinary tone, “but you’re not going to get anywhere if you just keep running away. You gotta face this head-on, no matter what you might have to give up in the process.”

A jolt. The change was almost imperceptible. It was most noticeable in how Twilight Sparkle no longer felt herself burdened by the preordained motions of her past. She was now free to do as she wished, and she was quick to collapse to the ground and sob.

“How…how am I supposed to face this?” she whimpered. “I can’t…not…not without…”

Crack.

She didn’t want to look. She didn’t want to be hurt even more. Alas, she wasn’t met with much other recourse.

The black of the void surrounded her again. The impenetrable curtain of dark stretched in every direction. There was only one thing to see, directly behind where she lay hunched on the immaterial ground. It was a pedestal of ornate carved marble, remarkably out of place given its surroundings. Upon it was perched a purple spotted egg—far too large to be any typical bird or reptile. A dragon egg.

“No,” Twilight Sparkle said breathlessly.

Seams appeared in the surface of the purple shell, crisscrossing and intersecting with each other.

“Stop.” She shivered and stumbled, limbs giving out beneath her, unable to decide between trying to stand up or crawling forward.

The egg trembled, rocking from side to side, and as holes formed it could be seen that there was something moving inside.

“Leave him alone!” she cried with as much force as she could muster, and as she clawed at the ground it almost felt as if her nails were digging through the ethereal surface.

But there was nothing she could have done.

The eggshell fell away, and like an explosion a surge of purple and blue emerged, far larger than the container should have held. Huge arms reached out and clutched at the floor for support, claws sinking into the black. A swollen mass—two, rather; two breasts that were each like boulders—filled the space between, spreading out in an avalanche of scaled flesh. The engorged girth wobbled and shook as broad frilled wings spread out from behind the shoulders and a head rose up on a long neck. A long, thin tongue emerged to lap at amethyst lips as emerald eyes stared down at the prone mare.

“Twily, you’ve been gone for sooo long,” Spike said in a low, guttural moan, “why can’t we have a little chat? I just can’t wait to show you what I’m really capable of.” He seemed to rotate his pelvis forward, as from between his breasts there emerged a pair of erect shafts, even a single one large enough to smother the pony.

But Twilight Sparkle didn’t wait to see what he was capable of. She didn’t have the slightest hint of desire for that. She turned around and scrabbled to her hooves and ran. Spike continued to call after her, but she didn’t dare turn around, even to see whether or not he was giving chase. The gasping of her breath filled her ears, and the noise blended together cacophonously. It wasn’t quite enough to drown out the voices.

“Swollen and saturated.”

“It comes again and again and again.”

“They clamor for your reprise.”

“Seeds sprout and take root.”

“Let passion guide you.”

There was a great screaming howl building in her throat. Her whole body resounded with rage and despair. The air crackled.

Words flashed through her.

“—you must—memories—or else you will—”

Pop.

There was cool grass and earth under Twilight Sparkle’s hooves.

The shock prompted her to stop abruptly, but her momentum remained, carrying her forward. She tumbled over herself, scuffing her knees and then her hands and elbows when she tried to catch herself. Her wings automatically clamped hard against her back, lowering the risk of getting overextended and damaged. Her face slammed hard and her horn jammed and dirt filled her nostrils for an instant before she rolled over and came to a stop.

Her chest heaved with choking sobs, but, despite the ache and the agony and the appalling terror, as her limbs spread out around her and her fingers felt the greenery and soil, she was thankful enough to nearly forget everything else that was happening, however briefly. Existing in a proper plane of reality had never felt so pleasant.

It was some time before Twilight Sparkle had the strength and will necessary to calm herself and rise into a sitting position. Her cheeks continued to burn as tears streaked over them like rivulets of acid, but she had her breathing under control. She brushed the indigo curtain of her mane out of her eyes, fingers kneading harshly into her forehead and scalp at the same time.

No more teleportation for the rest of the night if she could help it.

She looked around herself. She was sitting in a field, and to her right she could see the buildings of Ponyville. It didn’t look like any of the structures that she had seen on the approach from Sweet Apple Acres. She thought that she saw the low, long shape of the train station, which meant that she was on the east side of town.

There was no way to be sure exactly how much time had elapsed just now. Seconds, minutes, hours, days. Dealing with other dimensions, especially the ones that didn’t involve the passage of time, was tricky. It was still night, the moon high in the sky. She regretted that she hadn’t paid more attention to the positions of the stars before.

Then there was a sound that she heard, peeling out into the sky: the loud BONG-BONG of the town bell ringing. That told her two things simultaneously. It was a simple matter of running a few equations for her to gauge how far she must be from the sound and how long it would take her to get to the town square where she could reunite with Big McIntosh and the others. It also told her that she probably hadn’t been waylaid for too long after all if the emergency call was still ongoing.

“Okay,” the alicorn muttered as her wings unfurled, “no more time to waste.”

She flapped once, only to then give pause.

Twilight Sparkle now noticed something, her back having been facing toward it previously. There was a shape resting upon a hill not too far away. It was large enough that it certainly had to be a building, but its shape at this distance was unusual. From what she could remember of Ponyville, though, even with her present nebulous positioning, there shouldn’t have been any such building standing here. She looked back toward town and ground her teeth before turning away. Her horn sparked—the feeling of magic flowing through her once more was also welcome—before releasing a bright magenta plume that flew up into the air in a wide arc, casting its illumination over the errant structure.

The light didn’t help much with identifying what she was looking at. A tall, thin, slightly lopsided structure surrounded by a carpet of sorts that spread over the grass. It was primarily a pale white color with a few muddy streaks of color splashed across it, glistening faintly—it reminded her uncomfortably of the gelatinous form of Bon Bon mashed against the side of Sugarcube Corner. Like a tower made of ice cream that had started to melt on a hot summer day, except it was still night and not nearly warm enough for that.

Yet there was something about this that struck Twilight Sparkle as alarmingly familiar. What got her attention the most was the top of the structure, which didn’t appear to be as heavily deteriorated. The fluffy white swirls and volute-topped columns supporting the domed roof appeared distinctly in the style of Cloudsdale cloud houses, and the number of those in the vicinity of Ponyville could be counted on one hand. Normally, though, they would be floating in the air just as easily as any other cloud structure, and she had never heard of any phenomenon which would cause clouds to…melt. Oversaturating them with rain would make them heavy and cause them to sink in a manner like this, but not destabilize them to such an extent.

Twilight Sparkle had already started to jog across the distance even though every fiber of her being wanted to turn away and head back to Ponyville. She was certain that there was no way this was going to end well, whatever it was that awaited her inside. As the melting cloud house came to loom over her, however, she knew that it was of the utmost importance that she investigate it.

And she remembered what Pinkie Pie—or, rather, the conjured image of a perverted parody of Pinkie Pie—had said. “I can’t run away,” she muttered to herself, no matter how much she wanted to do exactly that.

So, her gaze turned down from the high roof of the milky building and instead to the ground floor (which was now actually on the ground instead of floating in the air). There was some vague semblance of a doorway, an opening in the cloud that had started to list, crooked. Before that, though, there was the carpet of white interspersed with rainbow streaks that spread out from the central mass like drift of snow that had its surface glazed over into ice, coming to a stop just a couple paces from where she now stood.

Twilight Sparkle had plenty of experience with walking on clouds, even before she became an alicorn. She was used to what it felt like to walk on a material that wasn’t entirely physical. At first it had been disconcerting as she took steps and her hooves sank into the cushy surface, leaving the worry that maybe she was going to sink through, that her cloudwalking spell hadn’t worked. In time, though, that became easy to forget, and she could welcome the pleasant texture of the softest material known to Equestria.

She thought, knowing that, that she would be prepared for what was to come.

Instead her hoof came down on the white and plunged through the surface with a squelch and she was met with what she would come to think of as the most unpleasant sensation she had ever experienced in her life.

It was slimy. It was sticky. And, worst of all, it was warm. It was like wading into the murk of a bog. The alicorn was hardly hoof-deep and it already made her want to turn back. She stifled the urge to make her discomfort known—even if there was nopony present to hear it—and she continued forward.

There seemed to be some amount of tension that remained, as her hooves began to find purchase not on the smothered grass beneath but the concentrated internal mass of the cloud. Still, by the time she had reached the doorway, she was sloshing her way through gunk that nearly came up to her knees. Every step was a chore, the mire eagerly making an effort to keep her locked in place, almost like it was actually glue. Splotches of white and blended color had started to cling to her nightgown.

Perhaps she ought to have just flown up to the top floor to inspect the bedroom directly. For better or worse, she couldn’t resist the urge to be thorough in any kind of investigation. Or it might have been a symptom of her terrestrial impulses lingering from a long life of being a non-winged pony.

A smell was growing increasingly apparent as well. Bitter, heady. It spoke to some primal instinct at the back of Twilight Sparkle’s mind, but she couldn’t identify it.

It grew all the more intense, however, as she ducked through the slanted opening and entered the cloud house. There was something partially embedded in front of her: the wooden panel of the front door that should have been resting in the frame, as if something had broken in and knocked it loose. Any other furnishings that were inside the circular living room appeared to be in a similar state, chairs and tables and a couch all partially sunken into the floor. Her stomach sank with each object that she recognized.

The splashing of her hooves was more pronounced, it seemed, a layer of liquid resting on top of the mushy cloud material inside the building. And there was a steady dripping sound all around her, the kind that was indicative of a leaky roof during a rainstorm. In the magenta illumination provided by her horn, she could see more droplets of the pervasive fluid dropping from the ceiling, which was bowing downward to an unsettling degree, as if ready to tear open and let the contents of the second floor tumble down. Where the cloud material was mixed with swirls of color, the gathering puddle of liquid was primarily made up of a blurred rainbow mixture, gleaming like oil slick. She knew that many cloud houses used rainbow as part of their design as well—could it have spilled into the cloud material and caused this to happen?

There was something strangely hypnotic about looking at that shimmering surface as the glow from her horn cast upon it.

(that smell…)

Twilight Sparkle worked up her courage and fought to speak the words that were lingering at the forefront of her mind. “Rainbow Dash?”

There was no verbal response, and there was no sound of movement in the house other than the continued dripping and splashing. It was almost preferable to not get any acknowledgment or confirmation, though she might not want to admit it.

But as her ears flicked toward the stairs, she thought she heard something distinct: low, protracted, guttural breathing. The sound of snoring. The occupant of this house was still asleep even as it flooded and fell apart around them. It struck her as ironic that that might have been one of the least unbelievable notions to occur to her that night.

She also heard her own heart pounding in her chest as she sloshed her way toward the stairwell. The interior of a cloud house was supposed to be more carefully sculpted and compacted, to such an extent that one might think it closer to polished marble at first glance, but like everything else the stairs had deteriorated. A muddied river of rainbow carrying irregular wispy fragments of cloud trickled down the steps, sunken around the middle, a process of erosion that should have taken years. Twilight Sparkle very much didn’t want to slip and get a faceful of the stuff, but the banister on the side of the curving path wasn’t in much better condition and looked like it might fall to pieces if she put too much weight on it. She consciously kept her trembling wings folded tight against her back while she ascended so that they wouldn’t unfurl and brush against the sides of the passage, every step careful and deliberate.

The next landing opened up on a small dining room which led to a kitchen. Or, at least, that was what it was supposed to look like. The dividing wall that separated the two rooms had partially collapsed. The alicorn could now see the other side of the ceiling below, a floor which was now filled with a pool of rainbow, furniture slipping toward the center and bobbing on the surface of the liquid. The dripping was more intense on this floor, the next ceiling also curved and bulging. Not merely convex, though—there was a curious protruding indentation in its surface, and it was around there that the condensation of liquid was heaviest.

Twilight Sparkle thought that she ought to understand what was happening at this point, but she felt a fog over her mind, indecision and uncertainty and a thousand different questions bogging her down.

(what is that smell?)

It seemed clear that there wasn’t going to be anything to find on this floor. The next set of stairs was still mushy but not as damp. There was no cascade of liquid here. This could likely be attributed to the same reason that the top floor had appeared visibly less affected from her view of the house’s exterior.

Despite it being easier to make the climb, though, she felt far more hesitant in her approach. Each step seemed to take her longer than the last, until eventually she found herself stuck at the halfway point. She was just shy of being able to see over the edge where the stairwell opened up onto the next floor. She might have wanted to believe that her hooves had become rooted in place by the cloudy mire. Really, though, it was just her own reluctance.

That same cacophonous snoring rang out again.

Ignoring her continued desire to have no such involvement, Twilight Sparkle called once again. “Rainbow?”

No response.

She clutched the banister. Despite being loath to avoid any such contact, she leaned her back against the wall, anxious for even the meagerest form of support. The uncomfortable, indescribable damp matted her feathers and seeped into her nightgown and fur. She steeled herself, willing her breathing to steady once more. A half-hearted attempt, but it was the best she could manage. “Head-on…” she muttered under her breath, “head-on…”

There wasn’t going to be any escape from this. She could already guess that nothing good was going to await her at the top of these stairs, no matter how much she wanted to believe otherwise. She was all the more alone. There was nothing that could be done about that. All she had to do was continue moving forward.

At the edges of the illumination provided by her horn’s light, the shadows stilled imperceptibly.

Twilight Sparkle climbed the final few steps up into Rainbow Dash’s bedroom.

It wasn’t in much more of a state of disarray than she had typically known it to be. Here the walls and ceiling appeared to be the consistency that they were supposed to be, smooth and ornate, with the same old Wonderbolts and Daring Do posters. The floor, though, was also starting to sink, but this time she was able to see the source of this, the explanation for everything. Despite all her efforts to keep it from happening, she felt her heart freeze up at the sight before her.

It mightn’t have come as much of a surprise that Rainbow Dash had managed to sleep through all this. The blue pegasus could sleep through a thunderstorm if she so chose to (to be fair, it would often be because she had been exhausted after having to work to make the storm in the first place). She would sometimes fall asleep in the middle of her own lectures for the school. The alicorn had pondered if it was an unconscious instinctual response to hearing a voice—even her own—talking for too long while having to remain still. Maybe there was a lot of talking in her dreams to keep her locked in a comatose state. She thought it would have to be an awfully lurid discussion.

The worst part was that it was still easy to identify a large part of the mare that she knew.

She could see Rainbow Dash’s torso and arms and head. The mare had always had a form befitting of an athlete, toned and muscular, but sleeker than Applejack, a definition that was more streamlined and aerodynamic. She was slight in her curves, and when she was wearing a sports bra or her Wonderbolts uniform she could easily be mistaken for being completely flat-chested, but that had never bothered her. Other ponies could look pretty, Rainbow Dash was here to look cool. Even in her sleep, she seemed to have that unabashed confidence on display, her mouth curled into a faint smile. The soft, glossy, indigo-colored lips around the end of her muzzle couldn’t distract from that, nor could the fact that her multihued mane had turned into a gradient of purple and blue.

It certainly must take a great deal of confidence for her to be able to sleep so soundly on top of a penis. Her own penis.

It seemed utterly ludicrous, but that was the only conclusion Twilight Sparkle could come to as she observed the deep indigo shaft that looked like an uprooted tree trunk. Rainbow Dash had her head resting against the medial ring like a pillow, arms hanging limply around the sides and nowhere near being able to completely encircle it. The idea that such a thing could be attached to a pony was baffling. The question of what it could be feasibly used for at this point was one she didn’t want answered. Then again, it wasn’t as if she hadn’t already seen numerous unreasonable things in the past couple hours.

Of course, the cock also had to come with its own set of testicles, and they were of an appropriately matching gargantuan scale. Mashed underneath her, a single one of the conjoined globes looked like it could have smothered a pony. From the way they churned and spasmed, she might have thought that there were ponies trapped inside, struggling to get out. Twilight Sparkle saw that there was something beneath the overgrown phallus, peeking out from the edges: the corners of a mattress, dark blue blankets. She had crushed her bed only for it to be seamlessly replaced with a bed of her own flesh without her even noticing.

It seemed as if the natural weight of these endowments was what had led to the pegasus’s present position, leaning heavily forward, the tip of her penis digging into the ground in front of her—no doubt the source of the indentation that had been seen from the floor below. This might have been further exacerbated, however, on account of her rump. Rainbow Dash’s buttocks rose up behind her in huge hills that reached all the way to the ceiling, further dwarfing the comparatively miniscule shape of her upper body. They lacked the shape that they ought to have had in that position, though, not sagging or drooping, remaining almost unnaturally round. Twilight Sparkle thought them not unlike balloons in their pertness, and she thought that might have been exactly the case, their buoyancy lifting the mare upward. Many ponies had said that Rainbow Dash was full of hot air, but that had never been so literal before.

Twilight Sparkle wanted to say something. Anything. She wanted to get the other mare’s attention. Maybe they’d be able to talk about this. Maybe Rainbow Dash was more lucid like Pinkie Pie had been. But she found her throat was constricted on itself, unable to let any noise come forth.

There was sloshing and churning and sucking and popping as she stepped forward, wading into the rainbow muck that occupied the center of the floor. Her hand was reaching out toward Rainbow Dash’s serene, slumbering face. There was a phenomenal heat radiating from the blue shaft underneath her.

(and that smell)

A spasm rocked through Rainbow Dash. It started in her loins before working upward and down through the considerably broader span below the waist. Her eyelids fluttered and her lips seemed to wordlessly murmur some silent syllables, and her tail and wings twitched. Veins along the length of her cock pulsated and the surface of her balls contracted. Twilight Sparkle gasped at the sound of a loud splash as rainbow droplets arced into the air, blown upward by a sudden rapid influx from within the pool, and the trickling of the fluid dripping down the stairs and through the ceiling became louder still. The source of this disturbance appeared to originate from the member’s buried tip. That heady smell seemed nearly overwhelming. So much so that the alicorn was now painfully aware of just what it was, her pupils shrinking as she gaped breathlessly.

Oh, sweet Celestia and Luna.

It was all cum.

Rainbow Dash was cumming rainbows.

All the wet and damp pervading Twilight Sparkle now felt as if it was hot lava eating into her skin. Her hooves were weak, stumbling backward as she felt ready to collapse. She wouldn’t allow herself to. She couldn’t fall in the middle of this pool. She had to get out. She had to

(run away)

Her back came up against the wall again. Her legs hadn’t gotten the message to stop pushing. This mightn’t have been a problem if it weren’t for the house’s current structural integrity, or lack thereof. She sank into the cloud at first, and, before she knew what was happening, she felt cool night air upon her again. Her field of view was tilting, falling away. Rainbow Dash’s melting bedroom receded from her, making way for a hole in the wall of cloud matter, and then she was looking up at the sky.

Then she was falling.

Nascent pegasus instincts welled up within her in response to the surge of adrenaline. Her wings immediately extended to their full span and flapped so that she twisted about midair. It was too late to gain any height. All she could do was glide and get enough push to clear the morass of—the material of a composition that she had no desire to reflect upon. Oh, that she could have been so fortunate. The ground was approaching rapidly, and the grass was farther than she’d like.

“No no no no no no NO—!”

The smell of dirt filled her nostrils again as her face and chest and arms landed harshly against the ground, skidding briefly before stopping. She could feel the ache already. But that wasn’t nearly as bad as the splash that had come from her stomach and everything below that landing in the mire, soaking through her once more. She had left a trail of white and murky rainbow from the edge of the spread of gunk to where she now lay.

That proneness didn’t last long. Twilight Sparkle clawed at the grass with her fingers, searching for purchase, and dragged herself away. Her breathing came in gasps and spurts and sobs as she frantically pushed onto her hooves. Weariness was overcoming her in earnest after that burst of activity. How long had she been on this goose chase? She was low on sleep and running on fumes. Those pancakes Applejack had offered her didn’t sound so bad right now. She mightn’t even have turned down the breast milk.

The mare felt moisture all around her. Her legs were soaked up to the knees. Her nightgown was thoroughly matted against her frame, forming a sleeve of wet cloth around her. She clutched at a portion around her midsection, but that wasn’t enough to keep parts of it from sticking to her. The clammy warmth was almost claustrophobic. It was crushing her.

Twilight Sparkle screamed in agonized fury as her horn flashed brightly, and a moment later the ruined nightgown fell apart around her and evaporated into magenta particles. She was left standing in naught but her underwear, bra and panties that had mercifully been spared the brunt of the damp touch from those fluids. She was trembling, breathing heavily, hands crossed over her chest and each clutching at the opposite arm. After some seconds, she shook out her legs and wings, attempting to get them dry. Not an easy feat for as much as the offensive goo remained determined to adhere to her. It took another use of her horn, a modified drying spell, to wring out as much as she feasibly could, and even with that much she certainly wasn’t going to be preening her feathers until she’d had at least three baths, just to be sure.

Only then did she start to calm, and she turned back to the ruined cloud house. She couldn’t be sure, but she thought that it might have melted further still in the brief time that she had spent inside. There was a hole in the top floor now, and though she couldn’t see her she could dimly hear the grinding snores of Rainbow Dash. At least the trickling was inaudible.

It was no longer fear or despair that Twilight Sparkle felt overwhelmingly, though. That tempered steel remained strong within her heart.

“I’ll fix this,” she muttered under her breath. “I will…I will.”

Her wings flapped and she took off toward the lights of Ponyville.

There was one more.

= = = = =

Big McIntosh didn’t especially like being around big crowds of strangers. It wasn’t that he was shy, he just didn’t have the energy for that much social interaction all at once. He got enough of that whenever it came time for a family get-together. Applejack was always the one who handled all the business when it came to the farm, all the relations that involved seeing ponies face to face, while he dealt with the manual labor.

So he couldn’t help bristling when he came to Ponyville’s central square and saw the crowd that had formed around town hall. Not just a large crowd, a rowdy crowd at that. These were ponies who had an excess of displeasure in their lives and wanted nothing more than to make it known. He wasn’t sure he wanted to get too close, not just for his sake but for Octavia and Apple Bloom, but it would have been counterproductive to come all this way only to immediately turn back.

“Here, d’you think you can stand now?” he asked Octavia, having to speak directly into her ear to make sure she heard.

She hesitated for a few seconds before she nodded, and he carefully let her down to her own hooves. Apple Bloom stood nearby, ready to brace the older mare should she need it. Octavia stood shakily, but she stood nonetheless.

The stallion turned his attention to the crowd again. It was rather easy to tell that the meeting did not include the entirety of Ponyville’s population; the square should have been nearly full, but instead it was under half that. A great many ponies hadn’t come, either because they were unable to leave their homes…or they were already lost. He could discern that there was just as much anguish in the voices that were speaking as there was vitriol present. These were ponies who had had their nights, if not their very lives, uprooted in much the same manner that Octavia had. Ponies who demanded answers.

Unfortunately, they were choosing to demand answers from a pony who was just as much in the dark about what was happening as they were.

“Please, please, everypony, one at a time!” Mayor Mare called out from the podium that was set at the front of the town hall. Most were accustomed to seeing the old mare wearing clothes as befitting of her position, official suits in calming greens and blues that reflected the relaxed nature of the town she governed. Tonight, though, like many of the ponies who were present, it appeared that she had left her bedroom in a hurry. She wasn’t wearing pajamas, but the baggy pants and old Maretallica shirt she wore still weren’t what one would expect from a pony who was addressing a panicked town. She’d hardly even had the time to tame her silvery grey hair before taking the podium.

“We need to evacuate the town!” somepony shouted indignantly.

“It’s not safe for our foals here!” another, presumably a mother, said.

“I understand that there is…great cause for alarm,” Mayor Mare said hesitantly. She was used to maintaining a calm composure, but on this occasion there were cracks in her armor, her expression betraying her nervousness. “I know that many of you have had unpleasant altercations with these…these changed ponies.”

“They’re the ones who need to be kicked out of town! This ain’t a place for big-titted monsters!” That gruff old voice sounded like Cranky Doodle. It certainly sounded like a Cranky Doodle solution.

“They are still ponies, though, are they not?” The beige mare was sweating profusely, as if she had a spotlight shining directly upon her. “We…we shouldn’t shun them, they deserve decency as much as the rest of us!”

“How are we going to fix this?!”

“We need to tell Princess Twilight!”

“What are the princesses going to do?!”

“D’you think we should tell them ‘bout what Twilight’s doing?” Apple Bloom asked aloud. She stood huddled between Big McIntosh and Octavia, head low and ears flat, just as wary of the noise and aggression of the crowd.

The red stallion grimaced as he craned his neck to look around them. No sign of the alicorn anywhere to be seen. Surely she wouldn’t have wasted time in coming up to the podium to get everypony’s attention if she was in the crowd. Then she mustn’t have arrived yet. What could be keeping her? He bit his lip as he thought; the fact of the matter was that there were a great many things which could have stood in Twilight Sparkle’s way. He hoped that it was merely that, that she was delayed, and not that it was something worse. His breath caught in his throat at the idea that she could be like—

“Hey!”

Fingers snapping. Right in front of his face. He flinched as if coming out of a dream. His eyes followed the limb back to Octavia, who stared at him with a face fraught with worry. “You okay there?” she asked. “You were zonking out on us.” Thankfully it seemed as if much of her own inner strength had returned.

“Ah…I…I’m fine…I was jus’…” But Big McIntosh couldn’t remember. There was a gap in his memory where the past few seconds should have been. White noise. He placed his hand against his forehead and brushed his hair out of his eyes, but it wouldn’t come to him. He might have stayed like that, puzzling over what had happened, if he didn’t know that he had to be strong. The two mares were both anxious to begin with, they didn’t need something else to worry about.

“Jus’…thinkin’, that’s all,” he finally said.

Apple Bloom still looked nervous. Octavia might have been more concerned than before.

“It might be worth tellin’ ‘em that…that Twilight knows what’s happenin’ at least,” Big McIntosh then murmured, casting his gaze over the crowd again. “They’re already riled somethin’ fierce, we can’t let them get any more panicked than—”

There was a loud WHACK and suddenly the chatter and the clamor died down, replaced with deathly silence.

Mayor Mare had slumped forward and banged her head against the podium. It looked as if she might have fainted and been on the verge of collapsing, but the seconds passed by and she remained in place. After another pause, she had managed to raise her head again and looked out across the crowd gathered in front of her. Her glasses were askew, and her mane was all the more unkempt. Her eyes were glassy and unfocused.

“I…I don’t know,” she said, her voice quieter, partially on account of no longer speaking directly into the microphone. It seemed as if she was talking more to herself than anypony else. “I don’t…know what to do.” Her tone was puzzling. Curiously devoid of affect with only the hint of despair lingering at the fringes. Then she gave a few hollow laughs that were similarly lacking in mirth. She smiled mechanically as her gaze turned outward, unfocused. “I…I never wanted to be a politician, you know. Back in school I was…I was on the cheerleader squad.” She started to wave her hands weakly in the air, as if they were holding pom-poms, and she laughed again.

“Wh-what’s goin’ on now?” Apple Bloom asked, standing on the tips of her hooves to try to see over the ponies in front of them.

Big McIntosh squinted as he looked across the top of the crowd, his height affording him a much better view.

It was just enough for him to notice the purplish shade that was manifesting around Mayor Mare’s lips and a flash of blue running through her mane.

He was hurriedly ushering Apple Bloom and Octavia to turn and leave when there came the sound of cloth tearing, immediately followed by screams.

Author's Notes:

Be careful about sliding into the void.

This was around the point that the story began to diverge significantly from my original plans for it. I had initially imagined this being eight, maybe ten chapters, Twilight would see Pinkie Pie and Rarity in the same chapter, then she would happen upon Rainbow Dash on the way back to the castle. I realized that trying to double up like that was way too infeasible, so I split those up, and it became necessary to reorganize them. The sequence of Twilight getting stuck mid-teleport and going through mindfuckery was entirely a spur-of-the-moment decision, and of course it ended up being far longer than I expected.

Believe it or not, I only recently started watching Neon Genesis Evangelion and related works, so despite the extremely on-point thematic relevance any similarities in my work (such as the line "I can't run away" and variations which are going to appear intermittently from here on out) are purely coincidental.

My initial idea for Rainbow Dash's transformation was going to be more, shall we say, airheaded, but I chickened out and changed that because, even out of all the fuckery this story has, that seemed too niche. Or maybe I've just been burned too many times on that to be confident about it.

Everyone worries about water damage, not enough people take the possibility of cum damage into consideration.

If you enjoy my work, consider supporting me on Patreon or Ko-Fi!

Chapter 6: Dissonance

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Twilight Sparkle had been inwardly bracing herself for what she would do when she arrived at the town hall. She’d had no doubt that there would be a horde of distraught ponies looking for assistance with the present catastrophe—no matter how many times some world-ending threat came through town, it never seemed as if the townsfolk were any more prepared for it than they had on that first Summer Sun Celebration so many years ago. Starlight Glimmer posited that it was a part of ponies’ herd mentality, even though they were plenty capable of banding together when push came to shove, they were also just as prone to fits of panic spreading through their community if not provided with sufficiently coordinated leadership. Fortunately, Twilight Sparkle had plenty of experience with being in this position, and the flight back into town offered her sufficient time to lay out the points that she would need to make before the assembly.

She didn’t feel much joy for this plan of action, especially considering the unavoidable concern of what the response would be when she announced that there was yet to be any solution for the menace at their doorstep. But it was necessary, a vital act to make in order to ensure that they were able to make it through this together. If nothing else, she would feel some relief to be around ponies who were still normal, especially to reunite with Big McIntosh, Apple Bloom, and Octavia.

Instead, all those mental and emotional preparations were thrown out the window before she had even arrived at town hall.

The alicorn had to stop to alight upon a rooftop as she watched the rush of panicked ponies streaming through the streets. They appeared to have been stirred into an even greater frenzy than any she had seen before now. They tore past each other whenever the opportunity was presented, knocking their neighbors aside, dangerously close to trampling any who was unfortunate enough to fall underhoof. They cried and screamed bloody murder at the tops of their lungs, the cacophony making it impossible to discern any individual voices. And, notably, they were all headed distinctly in the opposite direction of the center of town.

Twilight Sparkle opened her mouth to speak, but her breath caught in her throat. She had to pump the bellows of her lungs several times to work up enough strength for the volume that she would need. “Everypony!” she called out while using a dash of magic to enhance the sound that she produced, “I need your attention, please!”

But not a single pony stopped to listen or even paid enough mind to look up at her. One would think that a fair few would have had their interest piqued by the sight of the young princess parading about in public wearing naught but her undergarments. Then again, having too much exposed skin might not be particularly in vogue under these circumstances.

A door opened on the street below, the house directly across from where Twilight Sparkle was presently standing. Out hobbled a conglomeration of swollen circles masquerading as a pony, soft violet and magenta. Heavy breasts rested on top of a bloated, nearly spherical gut, leaking a purplish fluid. Their mane seemed to be made of the same substance, a rippling waterfall frozen in place around their head, lips eclipsing much of their face.

They had no reaction to the crowd around them other than to wave inoffensively.

The response was immediate. Those who were immediately closest shrieked and fell over themselves in their efforts to get away. A wide berth was given to the warped pony, water flowing around a rock that had been tossed into a river. Then other ponies began to double back the way they came, crashing into each other before escaping down side alleys, and then the street was empty. The violet pony looked on blankly as they dripped onto the dirt.

Twilight Sparkle cringed as she grasped her mane between her fingers. There was no way she would be able to command enough attention to get the townsfolk to pay attention to her at this rate. The most she could do was hope that they fled to safety. Dear Celestia, she prayed that none of them resorted to violence.

“Hey, Twilight, what’re you doing up here?”

The voice was familiar. She heard it two times over, nearly perfectly in sync with each other.

She turned and looked up. Perched at the peak of the rooftop were two Ditzy Doos, holding a large cardboard box between them (Twilight Sparkle was sufficiently distracted not to consider how much she didn’t want to be in the shadow of that oversized parcel). They both looked down at her with gentle, carefree, purple-lipped smiles and dark and perfectly not-misaligned-in-the-slightest eyes.

“Don’t run away,” Twilight Sparkle thought to herself with as much sternness as she could muster.

“I’m just…looking for some ponies,” she said, and before either of them could interject with further questions she asked, “Have you seen Big McIntosh or Octavia Melody anywhere?”

The Ditzy Doos exchanged puzzled glances with each other.

“Big McIntosh?” one asked while scratching her head with a free hand.

“You know, Big Mac, that big stud from the Apple family,” the other replied with a chuckle.

“Oh, yeah! We saw him back near Quills and Sofas didn’t we?”

“I think so, yeah, he had that saucy brunette and lil’ yellow mare with him?”

“Yeah, that was Tavi and AB, right?”

“I think so! Gosh, we should’ve said hi, but we’ve really got to get on with this delivery.”

“Oh yeah, that’s right, Berry Punch is waiting on us! Sorry, Princess, but we’ve got to—”

But Twilight Sparkle was already taking off from the rooftop. Her wings beat through the cool night air as the town fell away beneath her, granting her an aerial view of the buildings and streets and cramped alleys. Ponies continued to stream along the cramped avenues in panicked clusters. An intersection was filled up with a clot of engorged bodies that were engaged in heaving and slamming against each other like an ocean of flesh, crooning ululations of pleasure and desire rising toward the heavens. The alicorn tried her best not to imagine what it would be like if the whole town’s population were like that.

She swooped toward the green-tiled roof of Quills and Sofas, quiet and despondent in the pre-dawn dark. No lights were on inside the building; either Davenport wasn’t awake or he had already fled with everypony else. There were no ponies immediately present, leaving only the distant cries of terror from the streets nearby and the heavy thumping within Twilight Sparkle’s chest. She muttered prayer after desperate prayer under her breath to no avail as she circled around the shop. There was nopony to be seen.

She was about ready to give up and move on down the street to look elsewhere when she heard the rustling of leaves and a low, hushed noise, choked gasps of breath, whimpering. She alighted on the ground close to a bush that was nearly flush with the wall, and she peered around and saw two familiar ponies huddled in the narrow opening.

“Twilight?” asked Octavia, looking up at the shadow falling over them. Apple Bloom was clamped tightly against her, eyes shut, shivering in her pajamas, but that quickly changed as the new pony’s presence became apparent, and her form unclenched itself as she turned to look as well.

“Oh, thank Celestia, I’m so glad I found somepony with their head on straight,” Twilight Sparkle said breathlessly as she kneeled down close to the opening.

“Where are…your clothes?” the grey mare asked disconcertedly, eying her and her conspicuous lack of decency.

“It’s a long and very unpleasant story.” She might have tried to squeeze into the narrow hiding place as well, but she didn’t want the leaves and branches of the bush scraping against her bare skin. “What happened, why are you here? And what happened to Big Mac?”

“B-Big Mac l-l-left,” Apple Bloom interjected before Octavia could answer, her eyes watering, lip trembling. “He t-t-told us to st-stay-y here while he w-went for help, b-b-but he…h-he hasn’t…” She broke down into sobs as she buried her face in Octavia’s chest again. The older mare didn’t seem particularly comfortable with this but she held her close regardless.

Octavia beckoned Twilight Sparkle to come closer and whispered to her, “He told me…he didn’t think it was safe for him to stay with us…I think he thought he was going to…” She pursed her lips shut, unable to say the rest of the sentence. Twilight Sparkle placed a hand on her shoulder. Octavia sniffled once, but her countenance remained otherwise neutral. Her composure was firmer now than when they had last seen each other, but not exactly stronger. She had not gotten acclimated to this night’s horrors, she had only grown numb to it. “Mayor Mare changed right in front of us,” she then said flatly.

“You saw her transform?” Twilight Sparkle asked, feeling a spark of terrible curiosity flash within her.

“I have no idea how it happened,” Octavia muttered, shaking her head. She closed her eyes, perhaps trying to mentally visualize those memories, only to then visibly wince and cringe. It couldn’t have been a pleasant memory. “She started babbling something about not wanting to be mayor. I thought she was just going loopy. Then she…blew up.” She stopped and shook again. “Please tell me you’ve figured out something,” she implored.

“I wish I could say I have,” Twilight Sparkle said with a heavy, doleful sigh.

At the same time, though, her mind was racing. Was Mayor Mare’s transformation in some way brought about by dissatisfaction with her position? There was so much stress involved in being an elected official governing over a town, especially one as prone to drama and chaos as Ponyville. Twilight Sparkle would have to admit that the mayor probably had more responsibility than she did herself as a princess at current.

It prompted her to recall Fluttershy, seemingly so eager to flaunt herself to other ponies, a far cry from her usual demure self; she had been working to overcome the limitations of her capacity for socialization ever since they met, and despite making significant progress she still frequently expressed regret for not being able to be more outgoing.

And Granny Smith, the old mare who had lost the ability to keep up with her young grandchildren, granted newfound strength and youth so that she would be able to work on the farm in place of a dozen ponies.

But that was where the chain ended. She couldn’t be so sure of what line of thought might be involved with any of the other ponies who had been affected by the corrupting plague. Pinkie Pie and Ditzy Doo were still doing exactly what they had done before, they weren’t torn up over being a party planner and a mailpony. She hadn’t even been able to determine anything about Rainbow Dash with her being asleep. How does a pony sleep through their body putting out a constant orgasm that causes their house to melt around them?

And it still didn’t explain the unreasonable leap from any of these internal thoughts to the outrageous physical changes that were affected upon each pony.

“Well, everypony got up in a panic after that, as I’m sure you can see,” Octavia said melancholically, breaking Twilight Sparkle out of her thoughts, “I don’t know how we’re going to get anypony organized now.”

“It’s fine, we’ll…we’ll cross that bridge when we come to it,” the alicorn replied, patting the other mare’s shoulder again. “I’m just hoping that some ponies have been going to the castle or the school.”

Oh, Celestia, what might be happening with the students boarding at the school right now? At least Starlight Glimmer was holding down the fort at the castle, hopefully anyone in trouble would think to go there.

“Is that where we’re going, then?” Octavia asked with a hint of hopefulness in her tone which prompted Twilight Sparkle in turn to preemptively grimace at what she was about to have to say.

“I’m afraid I have…one more stop I have to make first,” she admitted in a pained, regretful tone, “I have to go by Carousel Boutique.” She turned away, consulting her internal map of the town as she turned in the direction of the store and then the castle. “It should be along the way, we’ll be able to make good time if we don’t have to make any detours.”

“Miss Rarity…” Octavia murmured. Her violet eyes focused on Twilight Sparkle’s, shimmering with worry. “You went to Sugarcube Corner…was Pinkie Pie…?”

Twilight Sparkle’s gaze cast downward and she heaved a long sigh and nodded. “Yes. I found Rainbow Dash too. It got to both of them.” She could have quibbled over the exact details, over how relatively bad the outcome was, but it seemed an insignificant point. All that mattered was that they were changed. They weren’t going to be able to help.

This time it was Octavia who reached out and consolingly touched her. They each offered a weak but warm smile. Apple Bloom’s sobbing was quieting.

“Come on, let’s get going,” the alicorn then said, backing away from the hiding place behind the bush.

“B-but…wh-what if Big Mac comes back and we’re not here?” Apple Bloom asked, still clutching to Octavia’s side while they stood.

“He should know where to come looking for us,” Twilight Sparkle replied hurriedly, pulling on the younger mare to hurry her forward. If Octavia’s intuition was correct, though, it would be preferable if Big McIntosh didn’t think to come looking for them at all.

The three of them stood in the street again, Apple Bloom huddled between the two taller ponies. Twilight Sparkle’s ears flicked as she picked up the sounds of the fleeing crowds, louder now, and she couldn’t be sure if it was because they were closer or simply because they were out in the open again. The nearest voices sounded about two blocks away, and if she was gauging correctly then their paths weren’t going to intersect with each other. She was silently glad that neither of the others had asked her why she didn’t just teleport all of them to their destination.

“Now if we just head this way,” she said, already stepping forward and tugging on Apple Bloom’s wrist, “we should make it to the boutique in—”

There was a sharp whistling noise. Twilight Sparkle’s head jerked to the left and saw a light rising over the rooftops, pinkish purple. Behind her, Octavia managed to blurt out an exclamation of “What the—?” before the firecracker burst in a blinding flash of light and an explosion that rent the air. The alicorn’s eyes burned, the flare seared into her retinas even after she raised an arm to attempt to block it out, but that did serve to give her some protection when the rest of the fireworks followed, a barrage of explosions one after another, peeling and crackling and booming as the night sky turned to day for brief flashes.

Octavia finished her interrupted question. “What the hay is that?!”

Twilight Sparkle’s ears were ringing, still filled with the din of the fireworks going off and the continued roars and screams in the distance. Amidst it all, though, she thought she could discern another noise, coming approximately from the direction that the obtrusive pyrotechnics were originating. It was a voice, more distinct than the cacophonous crowds, magnified by a microphone. Or, more likely, a volume-enhancing spell, considering that the owner of the voice was very familiar to her.

“Come one, come all, to see the latest performance of the immense and voluptuous TITSIE!”

The fur on the back of Twilight Sparkle’s neck bristled as she felt a dread implausibly greater than any she had experienced thus far that night.

“Don’t worry about it,” she shouted hurriedly over the noise as she started to walk again, “we don’t need to go anywhere near there.”

“L-look!” Apple Bloom pointed down the street, and at the same time Twilight Sparkle was conscious that the sound of the stampede was getting closer. She saw a group of terror-stricken ponies round a corner and come barreling toward them, eyes wild, blinded by panic.

“Come on!” Octavia started forward, Twilight Sparkle at nearly the same time, Apple Bloom stumbling before falling in step with them.

Time passed by in a blur.

The alicorn was trying to remain laser-focused on their current objective. She had tuned out all other distractions until it was too late to do anything about them.

Hooves thundered past on the street they had left behind as the three mares started to run full tilt. Were it not for that and the continued fireworks, they might have heard the other noise, the heavy thudding steps that shook doors and rattled windows all around them. Twilight Sparkle was just starting to think that they might be able to get away without any further distractions when something emerged in front of her, slamming against the ground. A hoof and leg that were as large as a tree, pale grey with dark stripes. The earth shook and Octavia and Apple Bloom shrieked.

(run)

Twilight Sparkle had them turned about and running the other way. She only spared a momentary glance back over her shoulder as a flash of light illuminated the figure that loomed over the rooftops. The tapering leg led up to an engorged, distended shape. A hand gripped against the corner of a building, crushing brick and plaster effortlessly. Two heads craned above the shoulders on long necks. She turned back when one of them looked at her and smiled with swollen dark lips.

They were back where they started, but now the street was filled with a throng of ponies. A few noticed the giant zebra and were stirred to greater fear still. Octavia and Apple Bloom seemed to sense her apprehension and stopped alongside her, but then there was another booming hoofstep, coming closer.

(don’t run)

Twilight Sparkle urged Apple Bloom closer to Octavia again before pushing the both of them ahead. “Go!” she commanded.

There were simultaneous objections. “Don’t leave us again!” from Apple Bloom and “We can’t leave you again!” from Octavia. Both regarded her anxiously, pleadingly.

“I’m going to try to distract her!” And the alicorn was already turning away from them without another word, not waiting to see if they were taken up in the current of the crowd or not. She beat her wings and pushed her hooves against the ground and lifted into flight once more, a leap that brought her up toward the rooftops. Another whistling firecracker, though, alerted her that going too high might not be the best course of action under these circumstances. She didn’t have any desire to become flash-fried princess.

“Hey, over here!” she shouted as she sailed by the giant, past the intersection and into the next street. There was only so much room left in the span between buildings, a fleshy wall of breast meat threatening to fill the space, and it became narrower still as the zebra turned to look at Twilight Sparkle going by. She had to tilt to the side, holding her wings nearly vertically before she was able to level out—she hoped that she would be able to thank Rainbow Dash for showing her how to do evasive maneuvers. In that moment, she had enough leeway to be afforded another glimpse of the zebra. She saw that the two heads were not quite identical to each other. One had a mane that stood stiff and straight up in a mohawk, the other’s mane was a tangled nest of locks that partially obscured the eyes as it dangled past the jawline. The former head also bore golden earrings and rings around the neck.

And it was this head which spoke to her in a familiar deep voice. “Oh, dearest Twilight, it has been a while. Will you not grace us with a beautiful smile?”

The second head spoke something in a different language, ending in a bellowing laugh.

Twilight Sparkle didn’t waste any time trying to come up with a translation. She put as much distance as she could between herself and what had once been Zecora and whatever it was that used to be Trixie. There was another deep vocalization calling after her, something about a show, but she didn’t hear all of it. All she heard were the rumbling hoofsteps pounding against the ground. She didn’t stop to turn around and see whether or not the zebra was following her. It was irrelevant; she had to get away regardless, she didn’t need distractions. Her heart ached at the thought of Apple Bloom and Octavia being left behind again.

She wasn’t abandoning them.

She wasn’t.

She didn’t allow herself to slow until the buildings of Ponyville started to thin again, giving way to fields and parks. To the right, she would have been able to see the castle in the distance over the rooftops during the day, but at night there was only an indistinct hulking shadow, and that didn’t bring her much in the way of comfort. Instead she turned her attention toward the building that stood by itself, cozily nestled amongst the trees. The Carousel Boutique wasn’t quite as abnormal as Sugarcube Corner, but it was still noticeably distinct in its architecture, its roof reaching high toward the heavens like a castle tower.

There was no time to pore over details. There was no time to wait. Twilight Sparkle still didn’t look around, but she wasn’t going to take any chances. She could still hear the booms and crackles of fireworks, distant lightning flashing on the pink and blue walls of the boutique. She alighted in front of the door and promptly reached to yank it open, ready to blast it apart if she had to. Fortunately, it was unlocked, leaving such violent methods unnecessary.

Twilight Sparkle practically threw herself through the door before slamming it shut behind her, the sound of a ringing bell lost in the commotion. “Rarity!” she called out at the top of her lungs. The showroom of the boutique was dark but not pitch black, a faint golden glow suffusing her surroundings. She didn’t think much of that for the time being, though, instead running to a window and looking out into the night. There wasn’t much of anything to be seen—Ponyville was dark and quiet aside from the continued purple-pink flashes. There was no sign of Zecora, and the ringing in her ears rendered her unable to hear any of those telltale thumps. She would have to be hopeful for the time being. She pulled the velvet drapes shut and used her magic to do the same for all the other windows in the room.

Only then did she feel her breathing begin to normalize again—especially a good thing because quieter breathing meant it was less likely she’d be noticed. This was enough that she was able to properly take in her surroundings.

It wasn’t alarming, but it wasn’t exactly reassuring either. The show room was empty. Racks of clothes which would be for sale during the business day stood around the periphery. The dim light was provided by a single desk lamp standing on the counter at the center of the far wall, casting long shadows across the floor. There were no dresses on display, the pedestals for ponnequins standing empty. The alicorn’s gaze turned toward the entryway to the halls leading to the back rooms and the upper floors—the light didn’t reach there, leaving it as a shadowy pit.

It wasn’t silent. There were sounds of movement, boards creaking overhead. And there was a mechanical whirring and repetitive hammering that sounded like a sewing machine in use. Somepony was awake inside the building.

Most importantly and reassuringly, there was no mess of rainbow fluids covering the floor, nor balloons clogging the air.

But, then again, Fluttershy’s cottage and the Apple home hadn’t appeared especially out of the ordinary.

“Rarity?” Twilight Sparkle called out again, still keeping her volume raised but no longer full of fear and urgency.

She tried to recall. She thought that Sweetie Belle was staying with their parents this weekend. That was one less pony to have to be concerned with for the time being. Regrettable, though, in that having one of her friends with her might have been beneficial for Apple Bloom.

What about Scootaloo?

Ice stabbed through her veins.

No, there was already too much on her plate.

The mare’s arms crossed over her front as she walked toward the front desk. A chill lingered in her. What was the plan at this point even going to be? Would there be nopony left who could go with her to Canterlot? And she still didn’t know what she would be up against.

The light from the lamp guttered momentarily, but Twilight Sparkle was too lost in her thoughts to notice.

There was something perched upon the desk. It looked like an index card folded over itself to stand upright. Once close enough, Twilight Sparkle leaned over so she could peer at it. She immediately recognized the flowery cursive handwriting.

Good day! Thank you so very much for visiting the Carousel Boutique! We are operating at peak capacity today, so please forgive any tardiness! An associate will be by to see you shortly!

Then, as if brought about by her reading the note, there came a noise. Twilight Sparkle’s head jerked upward, and her eyes focused upon the blackness of the passage that opened up next to the desk. It was the steady rhythm of hoofsteps.

Confusion and worry warred inside her. Rarity had never had employees at the Ponyville location, they were left to manage the branches in Canterlot and Manehatten.

She remembered the army of Ditzy Doos and she bit her lip. A series of Rarity clones might not be the worst outcome.

The hoofsteps were coming closer still. The sound was unusual. Shuffling and scraping along the floorboards. It was still early in the morning, surely the pony, whoever they were, was still tired.

But Twilight Sparkle made a mistake: she allowed herself to feel hopeful.

And so, when she saw movement, a subtle shifting within the shadows, there was a weight that began to lift from her heart as she blurted out “Rari—”

The figure emerged, and it wasn’t Rarity.

The lamplight revealed a body that was far too dull and desaturated in its white coloration to be Rarity’s fur. Not even fur, the gleam betraying a surface that was smooth and featureless. The face bore no mane, no mouth, no eyes, only the approximate shape of a pony’s skull, muzzle and ears projecting outward.

No eyes, and yet Twilight Sparkle could distinctly feel the ponnequin’s attention upon her as its face turned toward her, its motions accompanied by a creaking that sounded uncomfortably akin to bones cracking.

She felt her jaw moving, but no sound came out.

She was not so conscious of her legs moving, backing away. Not turning around, unable to divert her gaze, as if in the hope that the grey figure would be unable to move so long as she kept looking at it.

Those hopes went unfounded. The ponnequin began to creak again as it followed and kept pace with her. Its limbs moved in stiff, jerking arcs, arms shaking at its sides, hooves dragging across the floor. Strangled, gasping attempts at vocalization came from Twilight Sparkle’s throat as she stared, wide-eyed. That rising terror within her only grew stronger when she felt herself back up against wooden paneling. The door.

To think that she had been worried about possible dangers outside.

Her hand pressed against the surface, fumbling for purchase on something, but she couldn’t find the handle.

She had nowhere to go and the ponnequin was still approaching.

“St-t-ah-op,” she managed to croak.

The ponnequin stopped.

They then continued to stare at each other—as much as that could be done when one party didn’t have eyes. Twilight Sparkle didn’t feel like she was getting any less stressed, but she no longer felt like her heart was about to burst out of her throat. She had forgotten how nice it felt to breathe without being aware that she had ever stopped.

In the newfound calm, she had the opportunity to take in more of the model pony’s features. On a cursory glance, there was nothing to suggest that there was anything structurally out of the ordinary, made out of the same plastic as the models usually displayed in the boutique, aside from not being perched on a stand. The shape, though, was marginally more exaggerated in its curvaceousness, chest and hips flaring out toward the sides. The breasts were indistinct, lacking nipples. There was also an additional shape nestled between the legs, a lump that seemed to approximately resemble the form of a stallion’s genitalia. Warped, like everything else.

Aware that her attention had drifted, the alicorn’s gaze snapped back upward. There continued to be no further response. It seemed as if the thing was waiting for something.

Twilight Sparkle wetted her lips and opened and closed her jaw several times, working up the strength to finally speak. “I’m…I’m looking for…R-Rarity.”

There was a short, tense pause before the ponnequin reacted, creaking as it nodded its head in assent. It rotated in place, extending one arm in a sweeping, welcoming gesture as it turned about, and then it began to shuffle away, back toward the dark passage. The mare followed at what she deemed a safe distance. Every step was light and careful, ready to turn about face and jump away in the event of something appearing awry.

The mobile dummy seemed to have no qualms about venturing into the pitch black—it wasn’t like it had to worry about visibility when it didn’t have eyes—but Twilight Sparkle was not so keen on that, so she lit her horn again, casting magenta light around them. Their path turned, up the stairs to the second floor, but not before she had the chance to look into the fitting room at the other end of the hall. There were more colorless figures standing about in the gloom, at least a dozen. They were handling various dresses and pieces of cloth, and their proportions varied. As she watched, she saw one ponnequin help another pull a gown over itself, the cloth hanging limply from its shoulders, but after a few seconds its breasts swelled in size several times over, forming a neat canopy with its chest. Then they were walking up the stairs and she had to look away.

That shift in focus still didn’t stop her from stepping on something. She thanked every celestial body she could think of off the top of her head that it wasn’t something wet. When she looked down to inspect, she was met with what appeared to be a piece of purple thread. Its texture made her think of silk, but its thickness made it appear closer to twine. She let go of it, only to find that it seemed unwilling to let go of her in turn, adhering to her hand as if by static cling; she had to shake to get it off. The thread continued up the stairs, joining with others of different colors, forming a tangled mat at the top of the landing.

The ponnequin continued blundering ahead, walking through the piles of thread as if they weren’t there. Twilight Sparkle exerted more caution, trying to step on patches of floor that were bare. She saw multicolored heaps of fibrous lengths sitting in the corners of the halls, stretching up over the walls. Some of the threads lead to masses of fabric that appeared to be half-finished dresses. Or dresses that were designed to fit bodies far beyond the ken of ordinary ponies. Rarity’s friends knew that the boutique was frequently a mess when she was deep into her work routine, but this gave the impression that a tornado had blown through the building and tried its hand at knitting while knocking everything from the shelves.

She began to hear other noises over the creaking and dragging motions of the ponnequin. There was that heavy movement and the mechanical din of the sewing machine. It came from a door at the end of the hallway, light filtering through the thin opening underneath the frame. Rarity’s workroom.

“Rarity!” she cried out as she pushed past the grey figure—which had no reaction to her lack of manners, and upon seeing her arrive at her intended destination turned around and hobbled back toward the stairs—and banged her fists on the door. “Are you in there?! Please tell me everything’s fine!”

The sewing machine stopped. The floor creaked and groaned as something shifted over it. A shadow moved into the illumination that came from under the door.

Twilight Sparkle felt herself tightening preemptively even before the voice spoke to her. “Twi…light…darling.” Spoken slowly and deliberately, as if tasting the syllables. “Whatever are you worked up about? Everything is going swimmingly here today.”

She clenched her eyes shut as the stinging tears threatened to come spilling forth. On any other day, she might have been concerned for different reasons. Rarity was prone to ignoring her own wellbeing when she had a big order to work on, and she would equally rebuff her friends’ insistence that she needed to take a break. Convincing her to get out of such a mindset would be a herculean task in of itself.

But Twilight Sparkle hated that, even without seeing anything, she could hear how big Rarity’s lips were. The elegant, refined accent was marred by the presence of wet smacks at the opening and closing of the jaw and a muffled indistinctness that pervaded every syllable. There was an undeniable sensuality to her delicate voice, making even such innocuous statements sound seductive.

She knew she shouldn’t have been surprised. The other oddities on the way up here were too egregious to be mere coincidence.

Yet, at the same time, she still hadn’t seen anything of the unicorn, and that left enough deniability for hope to remain lingering within her, unwilling to be quashed underneath the iron-shod hooves of facts and deductive reasoning.

They can’t all be gone.

(don’t leave me alone)

“Rarity…there’s…there’s something bad happening…it’s bad and it’s…it’s taking everypony.” Twilight Sparkle’s horn scraped against the wood as she pressed her forehead on the door. “We need to go…we need to do something!”

There was a pause. A thoughtful hum came from the other side of the barrier. Something tapped against the floor, but it didn’t sound like a hoof. The sharp beat gave the impression of something narrower. “Oh, I’m sorry, darling,” Rarity finally said with a heavy, throaty sigh, “I simply don’t have the time to deal with anything of that sort right now. We’ve got so many orders to fill, I got everypony up early so we could get started on it as quickly as possible. I’d leave the dummies to do the sewing, but they just don’t have the right eye for it, let alone the dexterity, they’re better suited for—”

“Listen to what you’re saying, Rarity!” Twilight Sparkle shouted, and the air around her pulsed as she banged on the door again for emphasis. “You don’t have living ponnequins working for you! They’re not supposed to exist at all! Why can’t you understand that this isn’t right?!”

“Twilight, dear, please remain calm, there’s no need to get upset.” Those strange hoofsteps approached. It sounded like more than just two moving at once. It was also accompanied by the sound of something dragging over the floor. “You’re working under a great deal of stress, aren’t you? Poor thing, you just keep putting so much burden on yourself.”

“You’re one to talk,” she would have retorted, were the circumstances different, but she didn’t have the strength for it.

Something pressed against the other side of the door—a hand, she would suppose. The space between her and that closed room was insurmountable, a span that could have been mere centimeters just as easily as miles, yet she still felt some semblance of the warmth imparted by that touch. “You are a strong mare, Twilight, you are capable of a great many things, but you will burn yourself out at this rate. That is not your place, not today.”

Twilight Sparkle couldn’t keep from crying anymore, though she clenched her jaw shut to stifle her sobs. She leaned her weight against the door and felt herself sagging, melting. Her wings hung limp from her back, as if ready to slough off of her. Her bra and underwear clung to her, pinching into her skin—even after so much cold, the heat that came with overexertion was unbearable. Her hand moved toward the handle again and weakly turned and twisted it. “Rarity…please…open the door,” she whispered through shallow breaths, “I want to see you…I want to…to…”

Her thoughts drifted away from her. A numbing haze clouded her mind, a harsh buzz filling her ears. She thought her vision was bending and warping, turning convex, stretching away from her, until she blinked and found everything was normal like nothing had happened.

Nothing had happened.

There was another hum, this time accompanied by a finger tapping against the door. “I’m sorry, darling, but neither of us is ready for that just yet. There is much left to be done.”

Twilight Sparkle knew that she could obliterate the door if she wanted to and have all of this be done with.

“Rarity…what is happening to us?” she asked, unsure what answer she might have even expected.

One more pensive pause. It was concluded with a slow, heavy sigh. “It is something terrible and wonderful, Twilight,” Rarity muttered, and there was no hint of a lilt in her tone. It was Rarity’s voice, tinged with tiredness. “I have never seen things so clearly and yet so muddied. It is so hard to remember the way things should be. I don’t…I don’t want to.” Her fingers scraped against the wood. “It hurts too much, Twilight…it hurts…it…” There came a pained grunt and a thump, the door pushing back against the alicorn as something fell against the other side.

“Rarity!” Renewed vigor surged through Twilight Sparkle at the same time as alarm, and she tugged on the handle again. “What’s wrong?! Are you hurt?! Please, let me in so I can—”

“Oh, terribly sorry, darling!” The heady, heavy voice came back, a smile audible in its tone. “I must have zoned out there for a moment. It was good to talk to you, Twilight, but I really have to get back to work, these orders aren’t going to fill themselves.”

“W…w-wait, Rarity!” Twilight Sparkle sputtered and cried, banging her fist on the door again, but the mass on the other side of the door was already in motion, tapping and crawling away. “What happened?! Talk to me!”

“We’ll see each other again soon, Twilight, I’m sure, but ta-ta for now,” Rarity said, perhaps waving at the closed door, “Quintus will show you the way out.”

“Quin—?” But Twilight Sparkle turned from the door and nearly jumped out of her skin all over again when she saw a ponnequin standing beside her again. She couldn’t be sure if it was the same one from before or not, its smooth features seemingly identical. What was different was the way this one stood closer to her, well within arm’s reach. Its “gaze” seemed more deliberate and imposing. This time she was the one who had to slowly nod her head, and the dummy, apparently content with this, turned and walked away, prompting her to follow.

The walk through the boutique gave her time to mull over her thoughts. She had spoken to Rarity, the real Rarity, however briefly. It was like she had used all of her strength to wrest control for that one moment. A chill ran through her at the implications thereof—were the corrupted ponies all conscious of what was happening to themselves but unable to do anything about it? She had to hope that that wasn’t the case. For everypony’s sake.

For the sake of the weight in her stomach that was gnawing at her.

Instead of dwelling on that any further, she turned her thoughts to what Rarity had actually said to her. “It hurts to remember…” she muttered under her breath. Remember what? Was it something specific or was it just anything?

That was one aspect that seemed consistent: every pony who was affected was unable to recognize that there was anything wrong with themselves. It was as if they were unable to remember what they were supposed to be.

She rubbed her temples while threads clung to her hooves, her prioritization of introspection preventing her from keeping track of the mess covering the hallway floor while she approached the stairs. There was something about this that was familiar. There had been someone calling to her. It had been important. She needed to remember. She needed to remember. She needed to—

The ponnequin—Quintus—opened the door with the jingling of a bell. Twilight Sparkle shook off the last threads stuck to her legs before stepping outside. She blinked when she felt the chill of night again. She looked back, but the opening had already been shut again. There was a strong suspicion looming within her mind that she would not be able to get back in.

That was it, then.

Fluttershy, Applejack, Pinkie Pie, Rainbow Dash, Rarity.

Spike.

They were all gone.

= = = = =

It wasn’t possible for a unicorn to fall asleep while maintaining a spell. The drift to unconsciousness would always interrupt the casting and promptly cause it to dissipate. Practiced unicorn mages were able to channel the energy that went into casting magic to keep themselves awake. This, however, had the potential to backfire if one were too practiced in maintaining that trance-like composure. One could become so focused on the upkeep of a spell that they completely lost track of the world around them, nearly catatonic, something which could have disastrous consequences if left unchecked.

So when Starlight Glimmer heard the sound of tapping on glass, she jerked in place with a start and gasped sharply in much the same way that she would have if she had been startled awake from nodding off. The teal field of light that comprised the shield flickered momentarily but remained strong. She took stock of her surroundings. Everything seemed to be the way it should be—or, rather, there had been no further progression toward the worse.

Spike was still on the other side of the barrier. He was still unreasonably oversized and endowed. He was still preoccupied with groping himself, but now perhaps a tad more languidly, lying in repose upon the bedroom floor, reclining on his side with his back facing toward her.

Another tap. She turned to the side and saw a red-orange glow outside the window. “Philomena?!” she exclaimed as she walked to the window and opened it. “And…Angel?” She wasn’t too good at identifying specific animals, but there was no mistaking the lividity with which the rabbit glared at her before hopping over the windowsill and into the bedroom, shivering all the while. Philomena fluttered in behind him, and the mare realized that the glow from her fiery form was actually a fair deal duller than it should be, her feathers wilting like flower petals.

“What happened?” Starlight Glimmer asked as she let the phoenix perch upon her arm. “Where’s Twilight?” Then she turned to Angel. “…Where’s Fluttershy?”

The rabbit’s anger faded somewhat, giving way to forlornness, ears falling limp. Philomena conferred a similar expression, eyes hanging half-lidded as her gaze cast downward.

The unicorn didn’t need to be capable of speaking to animals to understand that this wasn’t good news.

“Okay, okay…worst case scenario…” Starlight Glimmer muttered under her breath, picking up Angel as well before she started to pace in a very Twilight-esque manner. “Twilight was unable to get Fluttershy’s help…which means Fluttershy is probably also compromised…which makes it very likely that others have been compromised as well. Twilight most likely went to round up anypony who was unaffected, so she’s probably still out there…or…” She bit her lip, unable to voice the thought that came to mind.

“Twily?” Claws scraped over crystal as Spike shifted. Angel squeaked a cry of alarm when he caught sight of the huge dragon sharing the room with them. Dark eyes and red hearts scanned the room before focusing on Starlight Glimmer, who flinched, but only slightly. She didn’t feel any need to get frightened, having spent…well, she wasn’t sure how long it had been, but it had been a long time surely, keeping watch over the purple-and-blue giant. “Starly,” he said as he crawled forward, his posture akin to a prowling predator, though the look was ruined somewhat by dragging his breasts and balls over the floor. “When is Twily coming back?” His lips parted in a long, crooning sigh. “I can’t wait to see her again. We were supposed to be together, siblings forever.”

Starlight Glimmer grimaced but said nothing. The barrier stood strong, there was nothing he’d be able to do to escape. “How much can I risk with the barrier, though?” she asked herself. If she was going to have to prepare for Twilight Sparkle to come back with reinforcements, or, worse, take charge herself, she wasn’t going to be able to do it within the confines of this bedroom. She might be able to maintain the barrier while she was moving around the castle. Or it might be easier if she simply moved Spike into a portable quarantine chamber and brought him with her.

Her hoof bumped against something. She looked down and saw the quill and notepad she’d been using to document her impromptu research; she must have dropped them at some point. She gave a low grumble in her throat at the thought of what good she’d done on that front if she had fallen into a mana trance for however long it had been. Angel hopped out of her grasp and scampered away, Philomena following after him, while she bent over to pick up the notepad and look over what she had written.

Observational Notes: Anomalous Draconid

She winced inwardly at her past self’s stringent observance of professional routines, speaking about Spike in such a terse manner.

Subject has been detained and quarantined in living quarters at the behest of Princess Twilight Sparkle until deemed safe for release.

Subject does not appear akin to dragons occupying the continent of Equestria, notably in terms of the relative length of the neck, torso, and tail, and anatomical differences.

Subject possesses irregular mammalian anatomy, notably teats, external testes, and penises which do not appear to make use of a genital slit. Whether the teats possess proper mammary glands capable of lactation has not yet been determined.

Subject exhibits a single-minded desire for masturbatory pleasure. There has been no attempt made at escape, nor any displeasure voiced for detainment.

Subject recognizes own identity and those of others but appears incapable of recognizing that there is anything anomalous about his present state of being.

Circumstances that led to the subject being in his current state are unknown.

He won’t answer any questions, he just keeps sucking his dick. Dicks. Why does he need two dicks?

What’s taking Twilight so long? It can’t take more than an hour to fly to Fluttershy’s and get a translation and come back.

I just want to sleep.

The handwriting was becoming rougher, and it looked like she’d been nearly gouging the paper with the quill.

Spike keeps asking me if I want to feel him. It might be beneficial for research but I can’t risk exposure no matter how soft he looks.

What’s going to happen if we can’t do anything about this? What if Spike is like this forever?

He’s got nice pillows at least. Hay he might as well be a whole bed.

The text started spilling across the lines. The margins were filled with crude scribbles that looked like the sort scrawled on the walls of public bathrooms in Manehatten.

Jst wan to lie don with him

Or Trixi

Or Mud

or Sunburst

Sunburst buck yah

Dork lil redhed

Think he so smrat but hes ust got nce ass

gonna bcuk that ass

sunburst sunburst sunburts sunbutts butts butt

Starlight Glimmer dropped the notepad like it was on fire, but the whispering had already crashed over her, and the glow from her horn abruptly fizzled out.

Author's Notes:

Back into town we go, everything has to have calmed down by now, surely.

Chapter 5 was completed in May and this chapter was started in August, which was the point at which I decided to go all in on focusing as much of my effort as possible on this story. Consequently, things started getting more consistent at this point since there were no long delays between chapters. I might've gotten done a little sooner if my old computer hadn't decided to break down immediately after making that decision. :')

I don't know how good of a job I did of representing Ponyville. I don't think it really has defined streets in canon like a modern settlement typically would. Also probably not enough inhabitants to get these panicked mobs running from monsters like you'd get in zombie or kaiju movies. I was also already conscious of the dangers of people getting trampled and killed during panics like these but I think I might have not been conscious enough.

You might be surprised to learn that Rarity was actually the one I had the hardest time deciding what to do with. I felt like I needed to have some kind of twist with her considering that this was the last one. The best I could come up with was by having her end result not be shown immediately and having some brief lucidity. You'll have to wait a couple chapters for the full reveal.

It's got living mannequins, that's how you know it's a horror story. Also there was much consternation over whether to use "mannequin" or "ponnequin". I definitely don't regret my decision.

My mental image of Zecora looming over a building was inspired by a particular shot from Cloverfield.

And Starlight's journal is rather blatantly based on that one scientist note you can find in LISA: The Painful RPG.

I was surprised, after how the chapters had been trending up until this point, this chapter actually ended up being shorter than the one before it.

If you enjoy my work, consider supporting me on Patreon or Ko-Fi!

Chapter 7: Dissociation

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Twilight Sparkle looked up at the Castle of Friendship. In the dull gloom of night, there was little of the shimmering luster that should have been found in its crystalline surfaces. At this angle, she couldn’t see any of the windows that should have been lit, leaving it shrouded in darkness. It was a huge, hulking shape, uneven and lopsided in its architecture. If she stared long enough, it seemed as if the shadow was tilting, threatening to fall over as its unwieldy weight caught up to it, but then she would blink and the effect was gone, the building the same way it always was.

It was still so surreal. She had once lived inside a tree. She had been nothing more than a student of the crown with a side gig as a librarian. That life had been fine—there was still more than enough saving of the world for a pony to be content with.

Then came the wings. Then came this impossible palace. This was a constant reminder to all of Ponyville of who she was. The complaints about the dramatic obstruction of the skyline waned in time, but it remained a significant addition to Ponyville, drastically different from any of the surrounding buildings, even the school that had been built later down the line. Every day, any pony who left their house would at some point have to set their gaze upon the castle, and they would know that they were within the domain of Princess Twilight Sparkle.

And all too soon, that would be changing once more. Taking the throne from Celestia and Luna would entail moving to Canterlot. That palace was even grander than this one, and even more imposing. On a clear day, one could see the gleaming spires on the side of Mount Canter from miles away. Her reign would become a constant part of the lives of ponies all across Equestria.

She couldn’t recall exactly how long she had been standing here.

Nor could she remember the process of walking or running or flying to the castle.

She was no longer conscious of her present indecency, the itchy material of her bra and underwear nearly forgotten. She might as well be completely naked.

Her gaze tore away from the castle to look around herself, at the open green fields which filled the span between the base of the building and the nearest houses. There was still nopony else present, not Octavia or Apple Bloom or any of Ponyville’s other citizens. At this distance, the town was largely silent, as it should have been at this time of night. One mightn’t think that there was even anything amiss.

Twilight Sparkle dearly wished she could believe that.

The doorway came closer. She was walking, hooves clopping up the golden steps. She felt detached from the limb that reached out in front of her to pull on the door. The inside of the castle was cool, more pleasantly so than the chill that pervaded Ponyville that night.

What was she even going to do now? It couldn’t have been the first time she asked herself that question as she automatically trudged up the stairs to the second floor of the castle, where most of the rooms of significant import were. She hadn’t the slightest idea what she was supposed to do to correct all of the disastrous events of the past few hours. Maybe she would be able to figure something out with Starlight Glimmer, but if they left together that would mean leaving Spike unsupervised. She didn’t know how she would even get to Canterlot—she still didn’t feel comfortable about teleporting.

Why was it that she didn’t want to teleport? She found herself struggling to remember the exact reason. All she knew was that the thought of being in the Between again made her skin crawl. The crawling then promptly pushed the thoughts out of her mind like an immune system response.

The mare slumped to the side. The spiral passage stretched on ahead of her and behind her. The passage of time blurred, making her unable to determine how long she had been plodding up the steps and how much further ahead she had left. Her cheek pressed into the hard, unyielding stone of the wall.

Her breath escaped her throat in a protracted guttural groan as her eyes focused on a random point in the gloom.

She dimly discerned a noise that echoed back to her, but she could not identify what it was, only the way it tickled at her ear.

Then there was a squawk.

Twilight Sparkle looked up and was met with a dazzling flame that was coming toward her on fluttering wings. The vision seared at her eyes, but she couldn’t look away from its magnificence. Then the fire resolved into a bird. “O-oh…Philomena,” she muttered quietly. The words came limply tumbling out of her.

And there were indignant squeals. She glanced down, away from the fiery glare, and took notice of the white rabbit on the steps. “Oh, Angel too, good…you both made it here.” She felt herself smiling, but it was difficult to muster any form of relief under these circumstances.

But Philomena crowed at her again. There was agitation clear in her features, in the way she fervently flapped her wings.

“Oh…” The dejection in Twilight Sparkle’s tone came far too easily.

With renewed vigor, she started up the stairs once more, passing by both animals as she came to the landing at the top, entering the ringed hallway that all the rooms branched off from. The doors were nearly identical to each other, but she knew exactly where she was going. At this time, there might as well have only been one room in the entire castle, the most important room of all. But her pinpoint focus might not have mattered, since she could clearly see that the doorway was open, light filtering through from the bedroom on the other side.

She was so focused that she lost sight of Philomena and Angel, continuing to call after her, trying to get her attention, to prompt her to turn away. It was too late.

Spike’s bedroom drew near. Starlight Glimmer’s name danced on the tip of the pony’s tongue.

A purple hand grasped at the edge of the opening, claws digging into the stone, shortly followed by the emergence of a head on a long neck. The reptilian face turned to face her, and swollen lips curled into an eager smile as the dragon continued to pull forward, gargantuan breasts cramming into the doorway. He stared at her from beneath curling purple spines, eyes dark and blinded with lust. “Twily!” Spike called out delightedly.

Twilight Sparkle thought she must have screamed, for there was no more appropriate reaction, but her throat seemed glued shut, blocking the sound in her chest. Her eyes bugged out of her skull and her jaw limply gaped. Without any further input, she turned around and ran back the way she came. Philomena flapped by, cawing, carrying Angel again, before darting away in a direction that she didn’t have the time to look at.

“Twily, where’re you headed?” Rumbles of hearty laughter echoed after her as Spike extricated himself from the bedroom. “You just got back home, you can’t go running off again already!”

She was going to do all the running she wanted. But this was not exactly the best venue for running. The hallway was just going to loop back on itself before long—if Spike had the sense to use this to his advantage, he might double back and be able to catch her before she could react. Going into any room to attempt to hide wasn’t especially appealing either, that just meant putting herself into a dead end with no escape, left to wait for the inevitability of her discovery. The most reasonable avenue was to simply go back down the stairs and leave, but what would that accomplish? She would be abandoning Spike. She would be abandoning—

“Twilight!”

“Starlight?!” She nearly stopped dead in her tracks. Her gaze turned toward the inner wall of the hallway, the doors that led to the central room of the castle. It was only now that she took notice of the way the entrances appeared to shimmer, cast in a faint teal glow. A familiar color of magic.

She was still here. She was still conscious.

The question of why she had abandoned her post in Spike’s room was untouched for the time being.

Twilight Sparkle threw open the nearest door. The magical membrane surrounding the wall seemed to impede her movement, however slightly, but she was able to pass through all the same, a tingling running through her skin. Just as quickly she closed the passage behind her and practically threw herself into the room. She watched through the glass and magical field as Spike came thumping into view. The dragon leaned down and peered inside; his mouth moved, but nothing could be heard. He reached for the handle, but his huge hand was repelled by the teal field.

Satisfied for the time being that there would be no intrusion, the alicorn turned around. “Starlight, what’s—”

But, as it turned out, the inside of the room was disconcerting in its own way.

The table that was surrounded by the seven thrones at the center of the room was the most unusual thing about the altogether unusual castle. It was anchored directly to the magical ley lines of Equestria—possibly the entirety of Equus; she still wasn’t sure of the exact extent—in particular that mysterious and powerful strain that was the magic of friendship. Its chief purpose was in identifying disruptions in relationships that threatened to topple the precarious balance of the creatures of Equestria and countries beyond, but other applications for its power had been considered in the time since Starlight Glimmer used it as a focal point for a time travel spell (a period which neither her nor the princess was particularly fond of remembering). And it would appear that Starlight Glimmer had managed to do exactly that, judging from how she floated in the air above the table, surrounded by an intense teal glow that encased both it and herself. Her eyes were closed, her features twitching erratically from the strain that went into maintaining her concentration.

But any amount of curiosity for what this meant was quashed by the sight of the pink unicorn’s body. Overly plump, violet-painted lips ringing her mouth. Breasts that were larger than her head, straining the fabric of her shirt to the limit. Her panties fought valiantly to contain a penis and testicles that filled the space between her legs.

“Sta…St-Star…” She couldn’t get the name out again, could barely get any air from her lungs, her throat betraying her once more.

It seemed to be enough, though, as Starlight Glimmer’s eyes blearily fluttered open and looked down upon her. There, at least, there was some solace in the familiar indigo irises and, in a cruel sense, the way they trembled with terror and regret, after a night spent dealing with ponies blissfully unaware of their predicaments. “I…I’m sorry, Twilight,” she spoke, words filled with lament. “I let…let it—” She winced as a spasm wracked through her, her whole body tensing. Her newfound cock stiffened, further jutting out and taxing her underwear. “—it…g-got me.”

“No!” Twilight Sparkle cried out desperately as she stumbled forward, but it was a plea more than a denial. “Y-you can’t…you’re…you’re still lucid, you can fight this!”

“No, Twilight, this is…merely staving off the inevitable.” Starlight Glimmer’s legs clenched together and her hands clutched at her stomach. “I f-feel it inside me…wriggling and…squirming. All I have done is b-bah-ought myself time.”

The alicorn looked up to her horn, and her eyes scanned the pulsations of magic which filled the air around them. She recognized the threads of temporal manipulation, but their configuration was of a sort that was unfamiliar to her. “Is this…a stasis spell?” she asked, unable to work any enthusiasm into her voice at the potential discovery this represented.

“Of a sort,” the other mare grunted. “It came to me…in an epiphany. I thought I could use the cutie map as an anchor. I thought I could…stabilize myself…keep it from spreading.” There was a curl of her lips into a smile of genuine pride and accomplishment before her eyelids fluttered and her expression faltered, a groan forced from her mouth. “It might have worked…but it was too little too late.”

“We can still figure something out!” Twilight Sparkle insisted. “I can refine what you did and then we’ll be able to keep it from getting any worse and then—”

“It’s not—!” But Starlight Glimmer’s own interruption was interrupted by a cry erupting from her as her body twisted, and for an instant the aura around her flickered and guttered, going cold. Twilight Sparkle watched aghast as her underwear tore from her hips flaring out to the sides and her phallus springing outward, more than doubled in girth. Her arms thickened and bulged, especially toward the forearms, hands swelling into meaty palms with stout digits that would have struggled to hold anything. She started to sink toward the ground before her magic flared into being again and coalesced around her. “It’s not…enough,” she gasped between labored huffs of breath. “It’s getting louder…the more I try to resist it. I won’t…be able to…to keep this up…even w-with your help. It’s not enough to stop it…it n-needs to be…druh-iven o-out.”

Twilight Sparkle was aware of every individual bead of sweat trickling from her like the falling of grains of sand in an hourglass. Valuable seconds that were passing by, lost to the ether one by one. This was time that could not afford to be wasted. But she also felt herself seizing up, thoughts muddled and mired, wrestling with herself to come up with an appropriate action.

The consistent low hum in her ears wasn’t helping matters.

“What…does it want?” she asked, not certain that she even wanted to know the answer.

Starlight Glimmer stared back vacantly for several seconds, drifting, mane billowing around her face, before she was able to muster a response. “I…I d-don’t…know.” Her pupils shrank as she clasped her doughy hands against the sides of her head and whispered, “It’s not…like us, Twilight. It’s not…I don’t think it’s even…s-s-sentient. It’s j-just…eat…eating and…replacing…our…” She moaned again and her eyes rolled back as she turned and arched her body. Her magic dimmed.

“Starlight!” Twilight Sparkle shouted. She was about ready to climb up on one of the thrones or the table to reach the warped mare. “Stay with me! I c-can’t do this b-by myself!”

A hissing sound came from the unicorn, the beginning of a syllable that couldn’t be formed. She twitched and spasmed uncontrollably, her distorted anatomy wobbling.

“I…I can…” She ground her teeth and clenched her fists despite the tears welling at the corners of her eyes. She had to be strong. She had to meet the challenge presented to her. “I can…try…” There wasn’t enough time to think of the right words to say. She had to act.

Twilight Sparkle summoned her magic, and with it she pulled from the depths of her mind. White light danced at the tip of her horn before spreading out in luminous threads that reached toward Starlight Glimmer. They connected with the pink pony’s forehead and pulled her about so that they were facing each other. An indistinct rattle of a noise rose from her throat, eyes staring lifelessly like glass orbs.

It hadn’t worked with Fluttershy, but maybe she had been too far in.

This time it might work.

It had to work.

Please let it work.

The alicorn closed her eyes and let her memories play along the strands of light and flow into Starlight Glimmer’s mind. The two of them had not known each other for as long as their other friends, and their relationship may have once been fraught, but it was still enough for them to be close. She knew that the mare was strong and capable, she had every confidence in her. She could get through this. Both of them could get through this. Together they could—

“Welcome to Our Town!”

Twilight Sparkle stood on a dirt road. There were boxy buildings on either side, each nearly identical. The street was filled with ponies who looked on with keen, smiling faces. The stallions and mares each had the same uniform appearance in their neat clothes and manestyles.

She was aware of a sense that her friends were supposed to be standing at her back, but the space seemed distinctly empty.

There was a mare in front of her who looked like Starlight Glimmer but was not. She too wore the same plain grey-brown dress. Her bangs were different, two short bands instead of a swoop that hung over the side of her face. There was a gleam in her eyes and a subtle tone in her voice that back then had merely struck the princess as off-putting but she now recognized distinctly as venomous. Her grin spoke not of gentle welcoming but of veiled plans being put into motion.

“It can be hard sometimes for ponies to rationalize the differences between them,” Starlight Glimmer said, her words honey-sweet and acidic all at once, “it’s so unfair to know that you will never be as good at something as somepony else. Here in Our Town, though, everypony is equal. Equally—”

There was a crackling noise as the mare’s eyes filled with shadow.

“—busty.”

The tearing of cloth accompanied ponies’ chests, mare and stallion alike, swelling outward into pert mounds like balloons, wobbling tremulously.

“Equally hung.”

The cacophony repeated as everypony’s clothes continued to fall apart, unable to contain cocks like third legs and balls that hung down to the knees.

“And equally ruttable.”

The venom left Starlight Glimmer’s voice, leaving only the lascivious honey as her lips plumped up into an open pout.

(no this is wrong this isn’t what happened make it stop)

“Embrace.”

The connection was severed. Twilight Sparkle fell backward, tail caught painfully beneath her. Starlight Glimmer was screaming.

(no!)

The alicorn scrambled to her hooves, reaching outward, pulled on her reservoirs of magic again. But there was nothing that could be done. Her friend’s pained cries rent the air as the aura around her went wild, magic surging with a keening wail. Flames of purple and black lit up within the teal energy. Her shape was nothing more than a silhouette within the vortex, contorting and swelling and bubbling.

Then the magic dissipated and there was a thud and crack as she fell to land upon the table, lying still.

Twilight Sparkle was aware of herself yelling as she clambered up to the table and looked over the figure sprawled upon it. She reached out for her, not caring what it might mean to touch the corrupted body, and pulled her closer. Starlight Glimmer was limp, offering no resistance. The surface of her skin didn’t feel like fur, too smooth, gleaming faintly in the light. Flipping her over onto her back revealed not two but three watermelon-sized breasts, each with lips in place of nipples. Her penis still spasmed tremulously as it jutted up from her loins.

But her attention was focused upon the mare’s face. Her mane was different, turned from hair into stiff rubbery flaps that approximated its regular shape. Her lips remained the same size, but they seemed stiff, pursed together on the sides and open at the center in an exaggerated O shape that was disturbingly unnatural. It felt like that described her in general—an uncanny approximation of a pony rather than a true thing, not unlike the ponnequins from Rarity’s boutique.

Her eyes turned slowly toward Twilight Sparkle. Black was creeping through her sclera and her pupils were pulsating with red. Indistinct syllables sputtered from her mouth as her jaw held itself stiff. “T…Too…Tuwi…”

She couldn’t say anything in response, only looking down breathlessly. Tears splashed against the rubber mare’s cheek. The surface was twitching and distorting.

“You…can’t…fffforget…”

“Forget what?!” she cried back.

There was a pop. It went by so quickly that Twilight Sparkle was scarcely sure of what even happened. It was only on dim recollections that she could see in slow motion as Starlight Glimmer’s head bulged and pulled and split, a second head and neck sprouting from the first like a cell undergoing mitosis.

“Sssssuuuunburst,” the new head hissed.

Twilight Sparkle had already started to recoil in terror, a motion which was intensified when two horns lit up with teal pulses of magic. A moment later, a crack split the air, and Starlight Glimmer was gone.

She was alone.

The alicorn felt weak. She felt every part of her begging for relief, to collapse. To be done with this. It was a miracle that she was still standing.

She felt the tears trickling without end over her cheeks and past her chin. She didn’t even have the will to sob. It was like a dam had broken inside her and there was no end to the reservoir inside.

She heard the hum mounting within her ears. She could hear the voices whispering to her now.

She could hear Starlight Glimmer, even though she was no longer here. She could hear her friends. She could hear ponies from town. She could hear entirely too many voices. Every single one was another reminder of what she had been unable to accomplish this night.

She could hear Spike.

“Twily.”

The door came open now without resistance and Spike squeezed into the throne room. His huge clawed hands and feet thumped against the floor while his bulk dragged across it. “Aw, where’d Starly go? You finished having your fun with her?”

The casual, carefree tone of his voice elicited a burning spark within Twilight Sparkle’s breast.

“Oh well, I guess this just means we get to have some alone time together.” He chuckled while the sounds of his approach grew louder and closer. “I’ve been so bored without you around, Twily.”

“Go away.” The words came from her automatically.

There was a pause in the steps, however brief. “What’s wrong, Twily?” he asked, and it seemed as if there was some amount of concern in his tone. The steps resumed at a slower pace. “You’ve been overworking yourself again, haven’t you?”

“Go away.” She repeated herself more forcefully, power reverberating through her voice as she hunched forward, palms planted on the hard surface of the table.

The ambient power of the map hummed through her.

“Come on, Twily, you don’t need to be like that.” Spike was right behind her, the booming of his laughter like gusts of wind ruffling her feathers. That heady smell of lust wafted off of him, but it seemed hot somehow, spicy, irritating her nostrils. “I’m here for you, I can help you relieve that stress. I may be your not-so-little brother, but I can still carry you if I have to.”

He was reaching toward her.

The buzz grew louder.

Her fur bristled and her mane rippled.

“NO!”

Twilight Sparkle roared whilst whirling about, casting out her arm and wings, and a gust rose up inside the throne room as her power flared in a flurry of magenta sparks, a projection that was at once both barrier and repulsion.

The surge did far more than simply knock away the hand that had been reaching toward her. The furious light slammed against Spike, and there was a dull look of confusion on his face before he was lifted from his feet, sent flying in spite of his greater mass. The engorged dragon tumbled through the air a short distance before colliding with a wall with a thunderous crash and a shower of debris, tearing through the crystalline stone as easily as if it were cardboard, and there was another immediately after that as he went through the wall on the other side of the hallway as well, before finally landing with an earth-shaking thud. The dust settled, leaving the sight of a purple and blue form lying prone on the ground through the holes that had been made in the castle walls.

The alicorn panted and gasped haggardly, sparks still dancing around her horn. For the moment, she felt success. She had fended off one of the monsters. She didn’t even hear the voices anymore. She was victorious.

Then she remembered something important. They weren’t just monsters. Each one was somepony she knew.

That was Spike.

She had attacked Spike.

Her eyes remained glued on the scaly body, expecting at any moment that he would get back up, shrugging off all that she had done, and go back to making inappropriate remarks and flaunting himself.

There was no movement.

Twilight Sparkle wasn’t fully aware of herself clambering over the rubble, through one hole and then the other. Nor did she entirely realize that the dragon had landed in his own bedroom—where this horrible night had all begun. She had her full attention upon Spike. The way he laid still, limbs and wings and tail splayed out. The way his head slumped on the floor, jaw slack with lips slightly parted, eyes closed. The way his chest and shoulders were completely still.

(no)

Her breath was hitching in her throat. The tears streaming over her cheeks burned like acid. She actively felt the strength leaving her, slipping into the vacuum of the external void.

(no no no no no…no…no…)

She wasn’t looking at Spike. She was looking into an abyss. It was within herself. It was ageless and infinite and impossibly dark. The shadows within it writhed and churned hungrily, reaching toward her, offering their welcoming embrace.

She understood in that moment that many alicorns had faced this abyss and been tempted by what it offered. Princess Luna had fallen prey to its invitation. Celestia had nearly done the same in the days that followed her sister’s banishment.

What would the primordial murk have to offer her?

Twilight Sparkle had no want of anything, other than for all of this to be over.

She was ready to throw herself in.

“Pain is a distortion of the real.”

The world tilted. The abyss pulled away from her. No, she was pulled away from it, a hand grasping her by the shoulder to keep her from falling in.

But she turned back, and she saw that that hand belonged to a darkness that was even more terrible than that which had lurked in the pit, affixing her with its unfeeling stare, churning violet and cerulean, black and red in the eye.

“Your inklings are unnecessary.”

Twilight Sparkle opened her mouth as if to scream and the dark entered her. It filled her. It smothered her. It curled around her brain and seeped into the wrinkles.

“You crave satisfaction.”

“Let passion guide you.”

“They clamor for your reprise.”

“It comes again and again and again.”

“Time slips through a sieve.”

“You grasp the fruit of the loins.”

“Seeds sprout and take root.”

“Caress their sweet nectar.”

“Swollen and saturated.”

“Flesh like artisanal clay.”

“The meat writhes along with the beat.”

“Consume the chains that seek to bind you.”

“Embrace.”

“It doesn’t hurt to love.”

“Your colors are running together.”

“This is what you were meant to be.”

“Twily?”

Twilight Sparkle was on her knees, slouching forward limply. Her jaw hung open. Drool trickled over her lip and chin. Her gaze was filled with lilac fur.

She was full. So very full. The fullness occupied every corner of her mind. The fullness was growing by the second. Softness blurred the edges of her consciousness. It dulled her nerves as they branched and split.

Fingers clenched and grasped, twitching like an insect in its death throes. Fingers. So many fingers. Wriggling and wiggling.

Her loins ached.

It was the disturbance of movement that caught her attention. A blurry shape was shifting and turning toward her. Her eyes struggled to focus. It was as if shadows were playing at the edges of her field of vision, a dark that lurked just out of the corner of her eye.

That gorgeous face chased away the fuzziness. Reptilian muzzle, frills and spines. Eyes glittering like emeralds. Plump, cushy lips. Soft.

He was okay, she realized with stark clarity.

And then a moment later she wasn’t sure why that thought occurred to her, uncertain why there would ever be reason to think otherwise.

“Spike…” Twilight Sparkle murmured weakly.

She didn’t know why she was crying. Anguish bubbled somewhere, a place deep within that she couldn’t touch.

Anguish…

An—

There was a word that was gone.

She didn’t need to think about it anymore.

“Hey there, Princess, don’t be upset,” the dragon cooed gently. His hand reached to her. There was an instinctive response that was promptly dulled and buried. She watched quietly as he moved with the utmost of care in brushing his fingers against her cheeks, wiping away the tears. He then traced down along her neck and shoulders, claw tingling at her skin in a way that was both comforting and electrifying to the pliancy of her flesh.

“Oh, Spike…I don’t…I don’t understand what’s happening…” she muttered wearily, turning her head away as heat flushed through her cheeks.

“Nopony ever said you have to understand everything,” he replied with a toothy smirk.

Twilight Sparkle chuckled weakly, not really knowing why, but also not particularly caring about the why. “Oh…you’re right, I really have been pushing myself too much lately.” She faced Spike again. Really looked at him like she hadn’t in a while. Took in the wonderful suppleness that comprised the features of his form. Those huge breasts which she could have thrown herself upon. The double shafts of his groin which throbbed nearby, just close enough for her to reach out and touch. The inviting plushness of his lips. She didn’t know why she hadn’t regarded him in this way before, hadn’t seen how beautiful he was.

(because he wasn’t supposed to)

“Spike, I missed you so much,” she sighed, breath running hot, the fire in her groin forcing its way outward, too great to be contained.

“It’s okay,” he whispered back, shadow casting over her as he leaned forward.

And they came together. Spike grasped at the soft handles of Twilight Sparkle’s sides while she wrapped around the back of his neck and took greedy handfuls of his breasts. They completed their embrace with a passionate kiss, the mare’s lips expanding so as to match the dragon’s. Her eyes rolled back as they filled with black.

= = = = =

Pinkie Pie’s hips shook. No, not because she was trying to attract somepony’s attention with her ass, surprisingly, but a purely involuntary reaction. It told her that her internal clock had incremented from half past baking donuts to a quarter to advancing the plot. And there was going to be a lot of “plot” to “advance.”

“Okie dokie lokie, gotta run now Cupsy!” she exclaimed as she lifted her apron over her head and tossed it haphazardly away (there was no sound of it hitting the ground, as if it simply evaporated into thin air). “Gummy, keep an eye on her and help her if she needs anything!”

“O-ok-kay, sweetie, you have f-fun,” Mrs. Cake replied shakily, glossy lips curling into a faint smile while her dark eyes gazed ahead dreamily. The mare worked automatically at pouring creamy icing onto a set of cupcakes. She had to lean forward awkwardly to reach over the bulbous girth of her front, round breasts and gut jutting ahead of her, legs further spread apart by the pinkish bovine mass which was crammed between them—her clothes had long since torn asunder, but her apron remained in place, cinched around the breadth of her midsection—workplace practices had to be observed, after all. Her curly mane, magenta streaked with lavender, had a curious sheen that didn’t seem like that of hair, dripping slightly, nor did her flesh seem quite like fur and skin.

Gummy sat on the counter and did nothing other than stare at the blue pony with slightly more focus than he normally would have. He had never seen a bigger cupcake.

Pinkie Pie pushed through the balloons, a few of them sticking to her fur and hair and tail as she escaped the rubbery and sweet-smelling confines of Sugarcube Corner. The streets of Ponyville were largely devoid of screaming civilians now, leaving only the concerted moaning and groaning of ponies in the heated throes of passion, a chorus of lust and decadence. She leaned onto the very tips of her hooves and stretched her neck as far as she could (which was a lot; it wasn’t her fault nopony was ever around to see her do it), and she could just see the shadowy shape of the Castle of Friendship over the rooftops. “Gosh, though, it’ll take so darn long to walk there,” she said to herself with a huff, three hands planted on her hips, “there’s gotta be something more effective.”

So she reached into her mane and pulled out another balloon, one that was marked XXXL in black ink. She tugged the latex sleeve over her stiff length and then furiously began to rub at herself, four hands nearly a blur. Her hips bucked every time a climax rocked through her, and the balloon filled with gaseous cum, quickly becoming bigger than a weather balloon. It pulled up on her, but she could still distinctly feel herself tethered to the ground. “Nngh…it’s not…enough, captain!” she said aloud between labored gasps, her rhythm faltering. “We need more power!”

SPROI-OING

She stopped and stared down at herself, taken aback however briefly before she grinned again. “That’ll do!” she proclaimed cheerily while she took two more balloons from her mane.

= = = = =

“Come on, Winona, ya gotta have your breakfast if you’re gonna start your day off right!” Applejack cooed encouragingly as she nudged the side of the bowl full of kibble.

The dog whimpered lamentably where she sat huddled within her kennel, ears flat against her head, tail curled around her. She normally would have dug into her food immediately upon it being offered to her. Today, though, she was too frightened by the visage of her owner, the orange mare looming over her as she kneeled on the ground, her enormous brood-bearing belly sprawled over the grass in front of her, voluminous mane cascading all around her. Applejack reached to her and scratched her head, and she dearly wanted to accept the affection but couldn’t rationalize that there was something dreadfully wrong.

But then the pony’s countenance shifted. She seemed to tremble, a motion that started in her hips and stretched upward. She turned and looked away, out across the lawn and toward the fields of trees. She then stood from the dewy grass, a laborious process of hefting her immense weight. Only once she had begun to shuffle away did Winona cautiously step out from her kennel and start to eat.

Applejack looked toward the distant lights of Ponyville. There was an intense yearning inside her. This was what it felt like, wasn’t it? To be a mother, knowing that her foal was in need of her? Maybe not any actual foal of hers, in this case, but nevertheless there was somepony who needed a mother right now.

“Granny?” Her sweet voice still had the power to ring out across the farm grounds and command attention. “I’m headin’ into town for a bit, you got everythin’ handled by your lonesome?”

There was a crack as the mountainous mass of musculature that was Granny Smith split a tree trunk with her bare hands. “Ain’t got nothin’ to worry ‘bout, Jackie, I can handle all the chores ‘round here,” she chuckled back. “Best keep an ear an’ eye out from those siblings o’ yours, though, they’ve been gone an awful long time.”

“Sure thing, hon,” she drawled with a giggle before she began to trudge down the dirt path. She pondered about Big McIntosh and Apple Bloom. Were they the ones who needed her? It probably wouldn’t hurt, but she felt that it was somepony else. They were Apple stock, strong as the best of them, they could handle themselves.

Walking was tough work, though. The girth of her gut hanging in front of her legs forced her into a plodding, swaying gait. The thought of exhaustion didn’t cross her mind (she didn’t even know what that meant) but it didn’t take a genius to see how long it took her just to approach the treeline. “Land sakes, gonna be past noon by the time I get there,” she huffed.

CLUMP

CRCK

CA-CLOP CA-CLOP

“Ooh!” Applejack’s streaked mane billowed around her as she sped into a canter, her lumbering pace more than doubled. “Now that’s more like it!”

She continued along the path unerringly, heedless of the way her thighs ground against herself or the added mass swinging from side to side.

= = = = =

“Twilight?”

Fluttershy had never been attempting to count how many times she called out the alicorn’s name, but she would have lost count a long time ago. It had always been the same tone, plaintive but neutral, with the lurid undertone bubbling beneath the surface.

She occasionally squirmed ineffectually at the bindings keeping her tied to the bed. She might have broken them if she exerted more force, but she didn’t think that she was meant to. Surely Twilight Sparkle had put her here for a reason, some form of play. She was taking an awfully long time to reveal what the payoff was supposed to be, though.

The mare tried to look around the bedroom, to look for any sign of the alicorn making herself apparent again, but it was a futile effort with her view covered by her mane and then her lips and then her breasts.

The cottage creaked every now and then as the boards settled. Fluttershy had thought at one point that there was somepony standing next to the bed, but nopony had answered when she spoke so it must have been nothing.

Her hips squirmed from side to side, and the great tower of her penis shook in turn. There wasn’t much she could do to pleasure herself, but she could have at least bucked her hips and gotten some massaging from her balls against the base of the shaft. She abstained from anything of that sort, though, not wanting to settle for merely pleasuring herself in private. She wanted to be around other ponies, so they could know how debaucherous she could be, how she could assert herself. Assert right into their—

“O-oh.” A threefold gasp.

Speaking of her hips, there was a quavering in them that tingled up her spine. Her loins were speaking to her. She couldn’t bear to wait any longer. She had to go now. She would apologize to Twilight Sparkle later.

“Ah…!” Fluttershy pulled and tugged on her bonds. They remained steady.

“Ah…ngh…!” Her voice deepened, however slightly, the rumbling of her lungs and throat audible even through the muffling mass of her lips.

“NRAGH!”

The bedsheet-ropes tore. Then the bed collapsed under her with a crunch and a crash. “Mmm, much better,” her nipples crooned as she picked herself up from the debris and made her way out of the cottage. The cramped architecture sundered as she forced herself through, down the stairs and through the living room. The door had been left open, but the frame split as she brusquely shoved past it. There was a rush of wind as she spread her wings, followed by a thunderous peel as she ascended into the air, flying into the distance.

A tall figure sat on the couch, watching with brows furrowed and sipping from a cup of tea—or, at least, something that was steaming like tea.

“Oh, what the devil is happening now?”

= = = = =

Nopony else had happened upon Rainbow Dash’s melting cloud house yet. It was unlikely that anypony in Ponyville would know what to do about it. Possibly not even anypony in Cloudsdale—it wasn’t like they had experience in dealing with supersaturation of semen. A good thing, perhaps, considering the rude surprise that would await anypony who wandered in, especially should they brave the climb to the bedroom. In the time since Twilight Sparkle’s visit, the structure had listed further, and the second floor had collapsed, dumping much of its contents and a flood of muddy rainbow fluid to the floor below, splashing out through the open door to the makeshift lawn beyond.

The pegasus remained upon her ruined bed, in her awkward position of being bent over and resting on her own phallus with her ass in the air. Her muzzle was fixed in a pleasant smile. Beneath closed eyelids, her eyes shifted, deep in the thrall of REM sleep. She rocked weakly in place, and her mouth opened faintly, mouthing a victory cry at the same time that her loins erupted with another gush of rainbow cum. Her dreams played to the tune that she preferred now.

But then a twinge played across her face. Discontent, however slight. Something was amiss (something that wasn’t her stallionhood, because there was no need to be concerned about that in the slightest). She rocked from one side to the other, buttocks wobbling.

“T…Twi…” she whispered in her slumber.

A puzzled pony observing the mess of the house might have been even more puzzled to see something erupt from the top floor, careening off into the night. At a distance, it seemed to be a shape like a firecracker, but it had a bizarre, unwieldy front-heavy shape, bulbous masses projecting from the tip. In its wake, it left behind not smoke and fire but a stream of oily fluid, glistening in the moonlight and casting an odd rainbow glow. It rose steadily toward the sky, into the glittering theater of the moon and stars, as its salvo of fuel depleted, until finally its lateral movement came to a stop. The object continued to rise for several seconds before then descending, its underside swelling at the same time, and it had nearly reached the ground before it then bounded off again with another spray from its end, having turned slightly in a trajectory that went around the perimeter of the town.

It was a bewildering sight, but Equestria was at times a bewildering place, so it wasn’t always easy to be sure what was normal and what was out of line.

= = = = =

“There.”

The sounds of sewing finally came to a stop, and a few steps later the door to the studio opened. “Right on time.”

A ponnequin stood by the opening as Rarity emerged, looking on and standing at the ready to assist her should she desire it. It watched her pointedly.

“Yes, yes, I know I’m a little behind, Laverne,” she scoffed with a roll of her dark eyes as she tugged on the sides of the frame, wriggling and pulling herself inch by inch. There was a pop as she passed one hurdle, but another made itself known immediately afterward. “But I believe the term is called ‘fashionably late,’ and am I nothing if not fashionable?”

The ponnequin made no visible or audible response.

“That’s what I thought.”

The floor scraped beneath her as she scrabbled out, finally free. The halls weren’t much less cramped, but she navigated them with far greater ease. Of course, then she had to deal with the same frustration anyway when she made it to the front door, ducking down and tugging herself through once more. The bell jangled against her several times.

Rarity heaved a long sigh as she took in the fresh air before she turned in the direction of the castle. She had already long since felt the trembling rocking through her, the unshakeable wonder and terror of anticipation. Her heart swelled in her chest as she smiled wide. She could feel them, all of them, through the threads that bound them together. They were coming together at last.

“Ah, a gala all to ourselves.”

Author's Notes:

DON'T BE AFRAID.

Thus we complete the build-up. It's time to take the plunge into the deep end.

I knew early on that I wanted to have a chapter titled "Dissociation" and that ended up being the inspiration for the naming scheme across all the chapters.

The moment in which Twilight Sparkle is considering giving herself over to nothing is the kind of thing I meant with the disclaimer about suicide; there are no explicit mentions, but it seemed close enough that I didn't want to chance it.

Slowly shearing off the branches of the side characters now that the whole main cast is going to be assembled as the primary focus.

Still been struggling to keep things consistent with how capable corrupted individuals are of being aware of what's happening to them and their surroundings.

Oh that I had the ability to do unreasonable formatting nonsense like in House of Leaves.

The description "black and red in the eye" is a specific reference to one of the lines from the Hiss Incantation.

Rainbow cum propulsion to let you know that this is an extremely serious story.

If you enjoy my work, consider supporting me on Patreon or Ko-Fi!

Chapter 8: Discontinuity

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It was hard to be certain what happened in the time it took for awareness to resume.

The passage of time was a smear across their senses. Seconds alternatingly crawled by like hours and days and months or blurred together into the blink of an eye. The exultations of pleasure that came from contact crested and dove in peaks and valleys, denoted by the croons and gasps and yowls that came from them. They came together as one and the distinction between them grew fuzzier and fuzzier.

Twilight Sparkle was readily aware of what was transpiring. She was aware of the passionate embrace. She could feel the affection pouring into her. She felt the probing touch that squeezed and kneaded her vast acreage of flesh. She tasted the warm spice upon her lips. A glut of sensory information was being fed to her brain, but it was not from there that the output was derived. She moved without the need for commands, spurred on by base instincts. In that moment she was not required to do anything else.

Then there was a thunderous chorus of hoofsteps, steadily approaching until finally a figure emerged to cast a shadow over her, the shift in light level prompting her eyes to refocus.

“Well, g’mornin’, y’all,” Applejack announced, greeting them with a warm smile, completely unfazed to see her two purple friends embraced as lovers.

“O-oh…App…Applejack,” Twilight Sparkle replied, bubbling with excitement even though her syllables sputtered while she struggled to stand. It was not a particularly elegant process to lift herself into a standing position again. Even with four hands to push on the floor there was so much bulk, and squeezing her legs together prompted a delightful wave of ecstasy to wash over her, nearly blinding her senses.

“Here, Twily,” Spike said with a chuckle in her ear as he pressed against her again and, with his strong hands firmly placed on her sides, lifted up. She leaned into him, into the supple and supportive warmth of his bosom. So much of the weight faded away, making it far easier for her to get onto her hooves. A vertiginous rush ran through her head, as if she had just soared over Ponyville.

“Thanks, Spikey,” she cooed and giggled while she reached out to caress his cheek. He purred in response, long tongue flicking out at the air.

Only then was Twilight Sparkle able to fully focus her attention upon Applejack, who had waited patiently with a smirk and a twinkle in her eyes. The farmpony exuded a radiant energy, her golden mane resplendent with a brilliant sheen in even the faintest light. To say nothing of her frame, gravid immensity speaking to the vitality which she bore within. It was an intoxicating warmth that none in Ponyville could resist, and she was known to offer it with frequent regularity.

“Y’all had me worried a bit when you went scamperin’ off earlier, sugarcube,” Applejack said in her melodious accent as she stepped through the opening in the wall. This offered more clearance for her width, not so much though for the hanging underside of her stomach, brushing against the rough stone in the process of lifting up and over. This repeated for the underside of her barrel, the lower torso dragging until she was able to lift her hinds past as well. The quadrupedal body bore an even heavier pregnant gut, though it jutted out to the sides more than downward, far past the breadths of her voluminous hips. There were many murmurings around town of just how many foals she was bearing—Twilight Sparkle might have been able to calculate it based on mass and volume, but she couldn’t be sure without knowing how far along the gestation process was—but Applejack wasn’t concerned about such details, the mere topic of the foals always prompted her to get giddy with excitement.

Nonetheless, the earth pony stepped forward with her arms spread wide, and

(this time)

Twilight Sparkle was all too happy to reciprocate the gesture. Of course, even though she was standing, the mere act of walking forward was still an awkward affair. It was strenuous enough with the flabby girth of her gut hanging in front of her legs, legs which themselves were girded in slabs of fat, a single one large enough to smother a chair. The greatest difficulty—and the greatest pleasure—came from the mass which was wedged in between her legs, filling the span past her ankles. The puffy mounds of her vulva bulged outward, moist lips still drooling in the wake of her most recent orgasm. The slightest movement prompted shivers of arousal to rock through her as the labia pressed together, clit digging into the underside of her gut. Every pulsation running up along her spine jolted her brain, and were it not for her end goal being readily apparent right in front of her she might have simply stopped in place.

Finally the two mares embraced. It was not an easy endeavor—Applejack and Twilight Sparkle tended to face the most struggle in these matters out of their friends, owing to their protuberant midsections. Bellies and bosoms mashed together, navels kissing before they slid to the sides of each other; at least one of them wasn’t stretched taut, affording a greater degree of pliancy. Applejack leaned forward and planted her lips on Twilight Sparkle’s doughy cheek in a wet smack, and the alicorn returned with a smooch that painted the entire side of the mare’s face in plum gloss. They each reached to squeeze as much as they could, the purple pony awarded a double serving by her extra pair of arms.

While Applejack moved to repeat this gesture with Spike, Twilight Sparkle murmured, “Sorry about having to run off like that on you, Jackie, I’d needed to

(save everypony)

check in on everypony.”

“Ah, ‘tweren’t nothin’, Twi, you jus’—oh!” She gasped with a shiver that went down her withers and haunches when Spike pinched one of her exposed nipples, smirking mischievously. “Getting’ a little handsy there with the merchandise, huh?” she snapped at him playfully, hands on her hips.

“Just wanted to make sure the taps on your milk jugs weren’t loose,” the dragon teased back, jeweled eyes glittering, “we wouldn’t want you leaking everywhere you go.”

“Oh, heavens, I do declare, what a travesty that would be!” Applejack guffawed, her whole body rocking in the throes of laughter. All the same, she reached underneath her breast and hefted it upward, as if in offering. “Well perhaps y’all should give it a test, just to be certain. I’m sure you’re plenty parched anyway.” She then did the same for her other breast while shooting an expectant look toward Twilight Sparkle.

The alicorn couldn’t recall any thirst before, but in that moment she did distinctly feel a desire to drink. It was everything that she had ever wanted. She saw the thick mahogany nipple presented to her and distinctly remembered countless such instances that this offer had been made to her. She remembered the sweet nectar with the faint aftertaste of apple and cinnamon flowing past her tongue and down her throat. She watched Spike lean over on the other side and begin to suckle, both parties crooning in delight.

So Twilight Sparkle wasn’t sure why she hesitated to do the same.

It was so

(wrong)

right.

She felt a prickling running along her neck and through her mane. There was something forming in her mind. It was…an idea. The color was foreign to the black that filled her.

(it’s…it’s not…)

“Surprise!”

The alicorn might have jumped if she weren’t far too heavy for such a motion. Applejack and Spike only slowly came out of their reveries to turn their collective attention toward the new pony who had made her presence known.

“Gosh, look at you all, getting the party started without the party pony,” Pinkie Pie said with faux annoyance, clicking her tongue disapprovingly. She couldn’t keep the delight out of her gleaming blue and shadow-filled eyes, though. Nor could she hide the arousal in her penises. The burgundy shaft jutting from her loins preceded her everywhere she went, sticking ahead of her farther than she could reach with her leg sticking out in front of her. It was joined by two more of comparable size that emerged from her breasts in place of where nipples should have been. Each one had a balloon strapped onto their flared tips, in the midst of inflating even as she stood still, notably matching the colors of Applejack, Spike, and Twilight Sparkle. An ominous foreshadowing of things to come, perhaps—Pinkie Pie was certainly not opposed to having living balloons at her parties.

“Well sorry Miss Pie, you make it sound like it’s so easy to help yourself around creatures like these,” Twilight Sparkle replied without voicing any concern for these present circumstances, snorting and giggling, the bubbly sound distorted by the muffling mass of her lips. The others joined in her laughter, but Applejack stopped when the alicorn reached, pressing into her, and squeezed the tip of her nipple between her doughy fingers. The mare switched to cooing in delight, not at all unlike the lowing of a cow, as creamy milk splashed from the porous opening, doubled when Spike opted to do the same on the other side with a mischievous smirk.

“Oh I know, just thinking about all of you was getting me worked up on the way here,” the pink mare replied in her calm, collected, but nonetheless lurid voice. She patted a hand against the base of her groin, and a spasm rocked through her. “Thinking about how much of a blast we were all going to have together really helped me get the lift I needed to get off the ground.”

“You should try to get together an airship business so you can fill the blimps yourself, Ponk,” Spike added jovially.

Pinkie Pie’s face lit up with the brilliance of the idea, eyes and grin widening eagerly, and the balloons already affixed to her creaked as they puffed up larger. “And I’ll send them off to lands unknown with one last puff. Mmm, but I’d need to cum as much as Dashie to be able to do that in any timely manner. Oh, speaking of which!” Brightness touched her expression again, and this time as she continued walking forward she tugged on a thin rope that she held onto, while her other three hands were preoccupied with stroking at the bases of her shafts. “I found our favorite balloon outside, rubbing her ass all over the castle walls.”

“Who you callin’ a balloon, toots? You want me to be makin’ you into one?”

The brash, rough voice was immediately recognizable with its

(out of place)

distinct accent even before its owner came into view. There was a blueish face not quite like that of an average pony. Bare skin glistened in place of fur. The features were rounded and more bulbous, there was no mane and the ears were only nubby approximations thereof. Thick cobalt lips curled into a smile while a trickle of slick rainbow sludge trickled from between them. The head projected straight out from the neck like a feral animal, a neck that was particularly thick and knotted with pulsating veins.

And then came the medial ring, behind which the rope was tied, and a mare, sprawled across the upper shelf of the cock, sound asleep, buttocks and balls dragging behind and barely fitting through the hole in the wall. None of them had learned who the pony attached to Rainbow Dash was, her slumber so deep that even Princess Luna could not enter her dreams, but if she was so comfortable then none of them thought it reasonable to try to wake her.

“Well, well, well, would you look at the fine selection of mares we got here?” Rainbow Dash said, gurgling, with a smirk, tongue lapping at plump lips while beady dark

(why does it have)

eyes regarded each of the room’s inhabitants with gleeful hunger. They, in turn, squirmed in delightful anticipation. Twilight Sparkle was aware of herself drooling from both ends as the shaft stiffly bent toward her, winking before puckering her lips in a kiss which she could almost feel upon her chest. At every gathering, the most immediately pressing question was who would get the privilege of being the first to receive the titanic mottled cyan phallus, and they could each scarcely wait their turn. Sometimes they forewent their own desires and all of them settled for pleasuring the throbbing length together, rubbing and grinding along her until finally she erupted in a vibrant geyser. Other times, they could get creative—Pinkie Pie would sometimes Rainbow Dash between her cheeks, her torso bulging and distending until finally the head emerged again from betwixt the pink mare’s gaping jaws, free for another pony to impale themselves upon.

This image was burned deep into the alicorn’s conscious. She didn’t know from whence it had come, as if she had known it all her

(but)

all her

(it’s only)

all

(been one night)

all her life.

There came a muffled sputter of air from Twilight Sparkle’s closed lips as she stumbled in place and wobbled gelatinously. Her legs had difficulty keeping a standing posture from the girth of her vulva pushing back against them. She wouldn’t have had far to fall, at least, from that same mass easily forming a cushion for her, to say nothing of the cushiony bulk of the rest of her body. Even the folds of her neck were pliant enough that she could simply lean against them and fall asleep. She could do that right now, if she wanted, were she not already deeply entrenched in her own horniness.

“What’s the matter, babe?” Rainbow Dash was closer to her now, not far from slathering her with a kiss and dripping that sweet rainbow cum all over her. “You’re real anxious, ain’t you? How ‘bout I help you loosen up?”

Twilight Sparkle could only grin and squeal giddily in response as another orgasmic tremble rocked through her.

“Ooh, I reckon our princess has got a real hankerin’ for a fillin’ today,” Applejack commented, idly stroking the side of her upper gut, and everypony gave a deep, lascivious rumble of laughter.

“I should hope she’s not going about filling up before getting her fitting!”

The soothing melodic voice calling out alerted them to the sound of approaching hoofsteps. No, not exactly hooves, too thin, more tapping than clopping. A jittery, chaotic rhythm, more than merely two appendages, even more than Applejack’s quadrupedal form. It was a strange noise, but to them it was like a siren call, immediately drawing their attention. They each felt a pang of delight at the notion of so many of them being gathered in one place—nearly all of them now.

Rarity came into view of the hole in the wall, and Twilight Sparkle felt something lurch within her, uncertain of what exactly it was, assuming that it was the part of her which was

(utterly aghast)

swelling in arousal.

And, on the briefest of glances through the hole in the wall on the opposite side of the hallway, that buried part of her dimly registered that there was a glow emanating from the map room.

The white unicorn, like Applejack, had a different anatomical structure below the waist. Unlike Applejack, it was a structure that wasn’t even remotely equine. Six legs folded out from the central mass, ending in long purple shafts that tapered down to points, chitin surfaces gleaming like polished armor. A huge abdomen rose from behind her like a mountain in place of where there would have been a tail, diamond cutie marks emblazoned upon its sides. It was a unique feature for a pony to possess, and a unique point of pride for Rarity, being the source of the silk thread she used for all of her weaving, the finest and most durable clothes in all of Equestria—a feat to be particularly proud of considering the exorbitant proportions of her clientele. Not that she wasn’t also plenty proud of her enormous breasts in much the way that any mare would be, white globes that hung from her chest and completely eclipsed her upper torso.

Of course, Rarity’s own proportions were particularly exorbitant. Standing even taller than Spike when he was fully upright, she had to duck down to fit through the opening in the wall. At the same time, as she walked forward into the (increasingly cramped) bedroom, one leg after another, the breasts that lined her underside bumped against the lower rim of the aperture, dragging across the debris that still covered the floor. She loomed over the other ponies, but they had no shame in crowding around her, eager to be in her presence. It was a good thing that Rarity had the sense of a fashionista and showmare to know how to appropriately pose and present herself, giving sidelong glances to her admirers so they could see past her muzzle-occluding lips, batting the lashes of her four dark eyes, blue-streaked purple mane bobbing.

“My my, here I was worrying that you all would have started without me, and now I discover that you were so patiently waiting that you can’t keep your hands off me,” she mused aloud with a chortle, poised in spite of the muffling effect of her lips, and she reached out to stroke the head of Rainbow Dash, prodding and drooling against one of her thighs.

“Ooh, whatcha got there, Rares?” Pinkie Pie asked as she came close, and with one of her penises she gestured to a bag that the white pony had slung over her shoulder. “Party favors? Some new toys for us to play with?”

“Hmm?” Rarity looked in the same direction, and for a moment her expression faltered, however subtly, stricken by a flash of confusion. It was as if she hadn’t even been aware that she was carrying anything. Just as quickly, that uncertainty was gone, and she said, “Oh, just some new garments that I spent the past few hours whipping up. I thought we could try them on and see what happens!”

Twilight Sparkle cooed with delighted curiosity. Rarity’s skills lay in not just crafting but in enchanting, weaving magic directly into her garments. She had produced glittering sashes and baubles which had the most wonderful effects on the ponies who wore them. They would revel in the sensations of swelling and stretching as their flesh bubbled, expanding outward into whole new shapes. The alicorn found her hands now reaching not for the unicorn’s myriad bosoms but for the bag, unable to restrain her excitement for what it might have to offer.

She couldn’t fathom why there was a sense of doubt gnawing at the back of her mind. She didn’t even know what “doubt” was.

“It was taking so long, I almost worried that I wouldn’t even be ready in time,” Rarity laughed again as she began to reach into the bag, “I thought that you all would be deep in your passions already, but it turns out that I’m not even the last—”

A wall crashed inward (again). Crystalline shards scattered across the floor, originating from where there had been a window before. Spike and Applejack, who had been closest, gasped and whinnied respectively as chunks of debris bounced against them, though less out of shock than the stimulation that came from the touch against their sensitive derrieres. Everypony wheeled about to see what the explosive intrusion was about, though internally they were already aware of exactly who it was. The resonating force that bound them together was flaring at its brightest.

Brushing the dust from her with a shrug of her hulking shoulders and broad wings, Fluttershy loomed within the closed confines of the bedroom. Even taller than Rarity, she was barely to stand upright, hunching forward with her fuchsia lips mashed against her own cleavage. There was so much of the pegasus to take in all at once. The girth of her chest and loins projecting in front of her were most immediately pressing. Behind that, there was the corded musculature that comprised her frame, bulging in knots of sinewy flesh that pulsed under the surface of her skin with every breath, every slight movement prompting a wave of tensing contractions. Huge wings hung behind her back, their vast span easily capable of giving her lift in spite of her phenomenal size, or coming handy for embracing another pony where her arms and breasts were insufficient, draping over a lover in the slumber that followed coitus.

And that wasn’t even taking into account the smell. Musk rolled off of Fluttershy, so intense and vivid that it produced rippling pink shimmers like a heat mirage. Flowery sweet fragrance edged with bitterness that rankled the nostrils, plunging through the sinuses and into the brain. Everypony was teetering on the edge of orgasm within seconds, breath running hot within their chests. There was no opportunity to question why the pegasus hadn’t simply used the front door to get in.

“Oh…” one of the plump nipple-mouths said in a long, yearning gasp, before the other finished, “Twilight…”

The bedroom became a flurry of movement, jiggling and rippling and splashing.

Fluttershy surged forward. Ponies and dragon alike were pushed aside with little effort, the yellow mare’s cock and balls acting like a plow. Or it might have been more like the contact with those heavenly bodies prompted them to momentarily lose control of themselves, balance disrupted long enough to tilt and fall away. Applejack’s knees wobbled, haunches dropping so that her lower gut rested upon the floor, and she fanned her face with one hand as if caught in the midst of a hot summer day. Spike licked at his lips as he watched the tremulous bobbing motions of her breasts, not bothering to shift so that the pointed tips of his dual cocks wouldn’t prod against them when she went by. Pinkie Pie giggled and babbled as she settled not for being pushed aside but instead hopping on top of the testicles going by, nestling into the crux between shoulder and bosom. Rarity and Rainbow Dash watched with bated breath and amused leers as the pegasus loomed over Twilight Sparkle, whose heart fluttered in her chest. There was no eye contact, but she still distinctly felt the mare’s gaze focused upon her, staring through the walls of lip on both of their muzzles.

And then they were upon each other. Fluttershy’s kiss utterly smothered the alicorn, turning her world into one of slimy gloss and slurping and sucking and smacking, try though she might in vain to reciprocate the gesture, pushing back with fervorous desire. Her flabby mass was nothing in the face of those monolithic mammaries, strong hands gripping at her folds and squeezing and kneading, as if trying to reshape her into a whole new form. The throbbing length of a shaft was pressed against her swollen nether lips, not yet inserted but oh so tantalizingly close, ready to pierce deep into the moist caverns with its equal moistness.

“I waited so long for you,” her nipples spoke again while indistinct moaning muffles rose up from her throat. “I couldn’t bear to wait any longer.”

Twilight Sparkle fell back, not that there was much difference between standing and sitting, her buttocks forming a twofold cushy mass that would put most sofas to shame. She found herself confused, for the briefest of moments, even though she certainly wasn’t about to start complaining about this turn of events. She didn’t know what Fluttershy was referring to. They had spoken to each other previously, just a couple hours ago, hadn’t they? The circumstances surrounding this meeting were fuzzy, though. Flesh and warmth and damp pervaded her thoughts.

She had gone to Fluttershy’s cottage.

It had been…important.

But why?

And then the confusion was gone and neither of them could have remembered what happened. Surely they had a quick rut and that was the end of it. All that mattered was now. All that mattered was their passion.

“Gosh, Twily, just how much fun did you get up to while you were out and about?” More soft breast flesh pressed into her as Spike sidled up next to her, his teasing voice a whisper tickling at her ear.

“Not as much fun as we’re going to have now, that’s for sure,” Pinkie Pie mused, her voice remaining level even while a lusting growl rumbled in her throat. She tugged on the balloons attached to her cocks, removing them one by one, preparing to make use of them for other purposes.

“Ooh, how delightful! I know we dreadfully need to make up for the time that we missed earlier, darling!” Rarity exclaimed while walking forward with an undulating sway that ran from one set of hips to the next. The bag and its contents went forgotten once more.

Twilight Sparkle felt herself sweltering, drenched in sweat. There was an inferno in the depths of her gut, boiling her to melting. The seven of them were packed together in the limited space of the bedroom, and each one of them was steadily growing hotter and hotter. Soon enough it would be like they were in a sauna. She felt pulsating shafts and cushy breasts and moist lips pressing into her all at once. The deluge of sensory input was as blissful as it was maddening.

Why, then, did she feel like this was not what she wanted?

Anticipation rocked through her as Fluttershy broke off their kiss with a wet pop, backing away so that they could each reorient themselves. She pushed Twilight Sparkle further backward, into Rarity’s waiting embrace, cradling her within her billowing bosom, leaning over to offer gentle kisses while murmuring into her ears, plans for dresses and accessories that were yet to come. This was almost enough to keep her from noticing the bleating cry when Rainbow Dash drifted over toward Fluttershy, intercepting her before she could spear between those bloated purple mounds, interjecting something about how it had been her turn first. This filled her with an anticipation that was not nearly as pleasant as she might have expected, and she didn’t have the slightest idea why. She was more than capable of taking them at the same time, and all of Spike and Pinkie Pie’s collected penises for good measure.

Fluttershy responded by grabbing Rainbow Dash by her base. Multicolored cum immediately sprayed all over her and the other gathered ponies, up until the pegasus rammed the giant phallus down her throat, jaws stretching effortlessly to make passage for her, throat and chest distending down to her stomach. Her nipples giggled as she wasted no time in continuing with the motions she’d been preparing for before, holding Twilight Sparkle by the waist while she nestled the tip of her shaft into the drooling folds between her legs. A wriggle shook through her, as if she were trying to get away, but she couldn’t imagine why a desire to do such would occur to her.

Especially not when the insertion finally came, piercing into the depths of the alicorn’s being. She cried out ecstatically long before the wet slap that came from Fluttershy slamming into her groin. It felt like a tree trunk being crammed into her. Surely it ought to have ruptured her, split her at the seams, pulverized her to putty, but no, the shaft pushed through the flab of her gut to make an indentation on the other side as it impossibly stretched her womb. This was a daily activity for her, she only got better and better at it with each repetition.

There was another shout as Pinkie Pie leapt on top of Twilight Sparkle’s stomach. At the same time that Fluttershy began to thrust, rhythmically bucking backward and forward, the earth pony shoved the length between her legs into the alicorn’s navel, pressing until there was only a layer of flesh between her flared tip and the other shaft that was inside. She laid down and spread her arms wide, a hugging embrace that encompassed as much of the purple girth as she could reach while lifting her hips upward in a laborious arc that ended with crashing back down.

Applejack stood beside Fluttershy, leaning into the broad column of her leg with its knotted muscles and the churning wrecking balls that were her testicles. Her breasts and rounded, taut gut pressed into the yellow surface, grinding up and down. Her lips were moving as she spoke, and though her words couldn’t be discerned over the surrounding chaos, Twilight Sparkle felt aware of the encouraging intent in them, egging the pegasus on. She leaned over and planted a kiss upon the base of the titanic shaft.

Fluttershy herself showed no conscious reaction, single-mindedly focused on rutting the mare in front of her, even as she continued to gurgle on the length that was stuffed down her gullet. A gut of her own was filling out the space underneath her breasts, swallowing her abs, as she filled with torrents of semen. Rainbow Dash’s balls and buttocks were jammed against the ceiling, now starting to crumble. The sleeping mare muttered something in her slumber.

“Isn’t this simply marvelous, darling?” Rarity’s thin fingers teased at Twilight Sparkle’s thick neck and cheek, pressing in to brush over the nearly unnoticeable line of her jaw.

“It’s all we’ve ever wanted, right, Twily?” Spike held her in his embrace, reaching around to encompass one breast so that he could place the sharp tip of his claw against the sensitive nipple.

Twilight Sparkle could do nothing more than moan passionately as her arousal flared in her brain, coursing along her spine, wings trembling.

She felt every one of them. The resonance of the ties that bound them together burned brighter than ever.

Her closest friends.

Her dearest brother.

She wanted nothing more than this.

She

(hated)

loved it.

A cacophony of voices cried out in frenzied howls of delight as the seven each climaxed in their own way, their love for each other at its strongest.

= = = = =

…

Had the circumstances been any different

On any other world

For any other group of friends

That might have been the end of it

…

= = = = =

Wicked laughter boomed around them.

Twilight Sparkle stood proud and defiant as she stared up at the figure sitting on the crystal throne. The dark stallion wore armor and regalia that were as resplendently regal as they were cruelly imposing. His mane billowed like inky plumes of shadow, curled red horn crackling with arcane energy, and he glowered vehemently upon his opponents with eyes of crimson and jade. He stood from the throne and cast out his cape with a dramatic flourish.

“How can I be surprised,” Sombra said mockingly, baring his sharp teeth in a grin, “when I’m waiting to show all of you your greatest fear?”

She made the signal to the others, to use the Elements of Harmony, but it was too late, the evil king had been prepared for their intrusion. It took but a single pulse of his dark magic to ensnare all of them in his power. Twilight Sparkle did what she could to resist it, but her reflexive wards couldn’t come up quickly enough, and she felt like there were needles being driven in behind her temples.

Everything went black.

Twilight Sparkle found herself sitting on a throne, overlooking a broad chamber filled with ponies. She immediately recognized the grand, ornate architecture of Canterlot Castle. The throne room, specifically. She had occasionally stood here by Princess Celestia’s side while she was conducting court, absorbing the banter of the nobility and those who came to beseech the crown for aid, occasionally even offering her own input. But now she was the one sitting in the throne, and all the ponies in the hall were looking up at her, expectant and reverent.

It filled her heart with…something.

The crown felt heavy upon her brow, her dress tight and constricting around her frame.

“What’s wrong, Twilight?” The gentle voice of Celestia called to her as a hand touched upon her shoulder.

“I don’t know,” she muttered back, “something about this just…doesn’t feel right. I don’t…feel right…being here.”

Celestia hummed thoughtfully. “And where do you suppose you would rather be?”

“Anywhere but here.” She felt her mouth moving on its own accord. “As long as I can have somepony to make out with.”

(no)

“I agree, dear.” The other mare’s voice suddenly sounded…different. Muffled and indistinct.

That hand pulled on her, urging her to turn to the side, and Twilight Sparkle was met with the sight of Celestia’s face. Except there wasn’t a face, because it was all eclipsed by an enormous set of indigo-painted lips.

She expressed no alarm at this, if anything it made her all the more eager for the kiss as they leaned into each other, and the purple pony’s dress fell apart around her, making room for a cascade of flesh as her bloated body made itself known.

(that’s not what happened)

The illusion fell away around Twilight Sparkle, and she emerged as she was meant to be. Ludicrously obese, four arms, wall of gloss rising in front of her muzzle, swollen labia crammed between her legs. Very, very naked.

Filled with dark.

She sensed that her friends were the same. She could smell the lust and passion that radiated from them. The power of their romantic desire welled up within her breast.

“Well, Sombra, it looks like your little party trick failed,” she said with a giggle, her gelatinous frame wobbling.

“Hmph! I don’t know how you girls keep getting away with it,” Sombra snorted back, hands planted on his very broad hips. His disappointment was strong enough that it seemed to have caused his erection to wilt, drooping just slightly. His fat lips were curled into a sneer.

“Come on, let’s get him!” somepony said, probably Rainbow Dash, ever the eager one.

And so they had defeated the nefarious King Sombra by smothering him into submission and rutting him silly. Fun times were had by all.

(that’s not)

Gravity yanked on Twilight Sparkle, just an inch to the side.

She stood in the gloomy vaulted council chamber of the Equestria Education Association, beseeching them for permission to found the School of Friendship, in which ponies and creatures from all across Equestria could come together and learn the value of putting aside their differences and ogling each other’s fat tits. Chancellor Neighsay was staunchly opposed to this at first, being a proud stallion of tradition who was only interested in performing the missionary position with his giant cock stuffed into a mare’s loins. By then, though, Twilight Sparkle had become very good at persuading other ponies, so it had only taken a few minutes of letting him rail her belly button for him to become more amenable to the idea of different positions. Though they had still kept going with the rest of the council for several hours after that, just for good measure.

Her hooves fell out from under her and a hazy green glow came into being around her. Clicking and chittering filled her ears as Queen Chrysalis draped herself across the expanse of the alicorn’s body. Her glossy black chitin gleamed in the light, though not as much as the dark green paint of her lips and eyeshadow. The changelings were doing everything in their power to pleasure and pamper the princess and her assorted friends. Chrysalis herself was preparing to offer one of her many swollen teats with their luminescent milky lime nectar for her to sup on. The changelings wanted to have them and their love all to themselves, but it would prove to be too potent even for the dread queen to handle, and the shapeshifting creatures released them and recanted their ways.

Starlight Glimmer pulled Twilight Sparkle through the currents of time, dancing from one timeline to the next. Each one offered so many different variations on ponies and concepts she was already familiar with. So many ponies for her to grope and smooch and be plowed by.

Twilight Sparkle absorbed all the power and all the delectable mass of the princesses of Equestria so she could effortlessly squash Lord Tirek underneath her ass.

(no…no…)

Everything was slipping away from her.

Motes of light danced around her, plumes of dust swept up in gusts of wind. Desperately, she reached for them, to hold them, but it was a futile effort. She couldn’t hold onto it all, even with four hands, her motions too languid. They stung when she touched them, as if she were catching angry hornets with her bare hands. They were painful memories. Hardships and struggles. The bitter emptiness of the wedding in Canterlot. The friendship lesson incident. The chaos inflicted on her by Discord. The disappointment of the Grand Galloping Gala. She hated these moments of her life. She didn’t know why she was guarding them so preciously.

And, before long, the fragments of memory and idea flitted from her grasp despite her best efforts. All of it was ironed over with breasts and penises and asses and sex. Purple and blue and black.

(why are you doing this)

The question echoed into the void. Twilight Sparkle didn’t know what answer she might have expected to receive, or from whom it would be given.

She was hurled aside.

They stood together before Nightmare Moon. The dark alicorn laughed and trembled and shook, a gargantuan mass of dark flesh, scarcely capable of physical movement or reaching beyond the bounds of herself. It should have been absurd to think that such a creature could pose any kind of threat, but nopony paid mind to such considerations. Twilight Sparkle and her friends were each plenty absurd on their own, after all, all endowments and sexual excess.

(let me feel them)

The Elements of Harmony swirled around the six ponies, followed by bright rainbow light as they surged with power, forming into an enormous hard-light dildo which they would ram into Nightmare Moon until—

“—hold—your—”

(wait)

This time Twilight Sparkle reached out and she held tight to the metaphysical fabric that made up her mind. The scene froze in time with the seven of them surrounded by the storm of magical power. She could no longer remember what that moment was supposed to look like.

(had Spike been there)

But she could distinctly recognize the resonance of the Elements of Harmony. In the years since then, there had been plenty of opportunity to experiment with the nature of the Elements and the magic of Harmony which flowed through them. She knew now that the physical Elements, those little trinkets they had held so dear, had never truly mattered. They understood that now more than ever, now that they had been destroyed. It was a magic which had been inside them, fostered by the strength of their bonds.

Even in this moment, in which they all wanted to rut each other’s brains out, those bonds remained.

No matter what, they were friends.

“Applejack!” she shouted.

The orange mare snapped to attention, flowing golden hair billowing around her.

“Fluttershy!”

The yellow giant gasped and sputtered, tensing as she shuddered.

“Rarity!”

The white multi-legged hybrid looked to her expectantly, eyes gleaming.

“Pinkie!”

The pink pony smiled and gave a warm chuckle full of bubbling mirth.

“Rainbow!”

The blue cock didn’t react, but the sleeping mare twitched, eyelids fluttering open.

“Spike!”

The purple dragon met her gaze with a look of bewilderment.

“Please, I need you now more than ever!” Twilight Sparkle cried. She could sense the memory buckling under the pressure of the shadows trying to get in and compartmentalize it with all the others. “Give me all that you have!”

As one, they made their affirmation clear.

The rainbow light turned inward, refocusing itself upon the swollen mare. She had felt this once before, on the day of her ascension. The raw power of Harmony cascaded through her, igniting her nerves and her senses. The world opened up before her.

The scene fell apart around her, letting loose bolts of light that chased away the writhing dark.

= = = = =

Cool air. Warm blankets. Familiar smell. The gloom of night.

Twilight Sparkle lay in her bed.

Mere hours ago, this had occurred. There was no phoenix squawking in her ear to wake her up, though. The castle was quiet. Nothing was awry.

No. There was much that was awry. There was much that she had to attend to. She threw off the blankets and moved to roll out of the mattress.

Something held fast to her.

She looked back and saw a glistening, roiling mat of tar-like blackness that spread across the bed. It adhered to her side, enveloping her arm and pulling on her leg.

“Let go,” the alicorn said sternly.

As if in defiance, the gunk lashed out with more tendrils, seeking to cover more of her and pull her back down.

It took but a thought to release a pulse of magenta energy that washed over both herself, prying away the clinging ooze, and the central mass on the bed, throwing it off all at once with a splat as it impacted against the wall. Twilight Sparkle threw herself over the mattress and onto the floor, her horn shining with another spell ready to cast, her wings spread wide. She looked down upon the dark shape with fire in her eyes. It shrank from her, pressing into the corner where floor met wall. In the illumination that her magic provided, she was faintly able to discern that there was a shape within the morass. Possibly bipedal, but the anatomy was elongated, and difficult to parse from the way it appeared to hunch over and clutch at itself. There was a head on a long neck that seemed turned away, unwilling to meet her gaze.

Afraid. It was afraid of her.

And yet, even though there was no face, no expressions that could be identified, she felt there was something else about it. Sadness. Melancholy. Hurt.

There was one brief moment in which she had the distinct impression that the shadow “looked” at her. There was no reproach, only profound disappointment.

After several tense seconds, Twilight Sparkle allowed her posture to relax, and her magic diminished to a mere illumination spell. The shadow remained curled in a ball but no longer shivered so violently, wisps of smoke stilling so that its form could coalesce.

“…I’m sorry,” she muttered, shoulders heaving with a long sigh. “You were only trying to help, weren’t you?”

The shadow sagged.

“You thought it would be better for us to forget, and…to bury it all under…pleasure.” The idea still made her nostrils rankle in disgust, but she felt at last like she understood.

There was a motion that might have been a nod from the dark mass, but it was difficult to tell as it continued to wilt.

Twilight Sparkle held a hand to her chest, felt the beating of her heart within. “I don’t wish to be…condescending of whatever values you might have, but…I’m afraid that’s something we simply can’t do. We need to remain who we are.” Kneeling down, she then reached out and gently placed her other hand over the shadow’s shoulder (or approximation thereof). It radiated a dull warmth. It was damp, but it no longer stuck to her.

A low whisper came from the dark figure.

“This is what you were meant to be.”

And then it collapsed, all shape disintegrating as it fell to the floor in a puddle. Before Twilight Sparkle could determine how she should act, the black had already faded away completely, leaving no trace behind.

She should have felt victorious, but elation eluded her.

Slowly, she stood back to her hooves. Now that there were no more pressing matters to divide her attention, she could see that there was nothing else out of the ordinary in the bedroom. The gloom enshrouding the chamber was only broken by light emanating from under the door that led out into the castle’s central hallway.

She could also take notice of her reflection in a mirror that stood by the dresser. It was only in this moment that it dawned on her that she had returned to her original, proper shape. Slim purple mare, perfectly modest in every way aside from her alicornhood. No extra arms. No swollen bits. She wore the underwear that she had left the castle in, garments more than capable of accommodating her reasonable frame. It hadn’t occurred to her that there was any need to think of something as being out of the ordinary, of no longer being burdened by that tremendous bulk and raw libidinous instinct, since this was what the default should have been.

But there was something that remained unusual. Before her eyes, she could see the colors of her mane and tail shifting. The streaks of purple and violet stretched and warped across the midnight blue canvas, blurring into each other. Stains of black were mixed within, shifting seamlessly across the individual fibers.

“Your colors are running together.”

Twilight Sparkle didn’t understand what this meant beyond one thing: that it remained within her, in some capacity. She would cross the bridge of uncovering and resolving that dilemma when she had to. There were more pressing matters for her to attend to.

“They helped me,” she said decisively as she strode across the room, “now it’s my turn to help them.”

She opened the door.

No more running away.

Author's Notes:

We have always lived in this palace.

Thematic music for your consideration.

This was one of the scenes I had been most looking forward to writing. There's supposed to be a distinct sense of disorientation through this sequence of events to reflect Twilight Sparkle's state of mind. How successful it was...may be up for debate. Especially in regard to Rainbow Dash--it's supposed to be that, as far as they know, the penis is Rainbow Dash, the pony is just a background detail.

Speaking of Rainbow Dash, there's probably some irony that I gave up on the old idea for her only to then go for something even weirder. I didn't really know what I was doing for the penis's accent, I originally said it was a Brooklyn (Bronclyn) accent, but I think it's bleeding too much into a Chicago accent, so in the end I just didn't specify it.

Applejack probably should have had crotchtits, but since most character interactions have been from the perspective of Twilight approaching them head-on there wasn't really a good opportunity to talk about her rear end and I ultimately just dropped it. Also it occurred to me that having a taur be pregnant in both the upper and lower torsos doesn't really make sense unless there's a separate vulva for each, otherwise there would have to be some kind of weird segmented uterus that goes along the length of the body. Not that taurs really make much sense to begin with.

Rarity as spidertaur was inevitably inspired by the works of the artist DrakonST, though it was actually originally something I wanted to do for the Decaverse Nightmare Night last year.

I swear I wasn't thinking of Saddle Rager when I thought of making Fluttershy hyper muscular, it was just what seemed like a good evolution to me.

Buckle in everyone, we're going to get real next time.

If you enjoy my work, consider supporting me on Patreon or Ko-Fi!

Chapter 9: Discussion

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The halls of the Castle of Friendship were dark, despite the impression that had been given by the illumination seeping from under the doorframe. It was as if a pall of blackness had settled over every surface, leaving only a faint impression that there was any kind of physicality present there and not just void. The dark was only chased away by an ethereal luminescence that emanated from the doorways that stood around the perimeter at regular intervals. The illumination of her magic didn’t seem to have any apparent effect, so Twilight Sparkle let her horn dim as she walked forward.

The door directly in front of her would have led to the map chamber—she had never wanted to think of it as a throne room, even if that was ultimately what it was, something she felt obligated to no longer deny. Setting her hand upon the handle, though, led to the prompt discovery that the entrance was firmly locked. She had a hunch that her magic wouldn’t do anything if she tried to act against this, either to forcibly make passage or teleport through. She was only made all the more curious by the sound of something on the other side. It was a hum of magical power, too indistinct for her to identify. It could have been the map, but even if it was there was no way to be sure what that meant. In this liminal space, that could or could not have translated to something that was actually transpiring in reality.

What was this exactly, anyway, she had to wonder to herself as she turned her attention down the hall. The occluding dark made it impossible to truly identify the walls, but she could see from the positioning of the doors the way the passage curved away and out of sight in either direction. It was quiet aside from that hum that whispered from behind the locked door. The hall seemed far too hazy to be anything that was real. She felt as if she were walking through a dream, the air itself thick and trying to impede her progress as she began to walk, yet simultaneously beckoning her forward. She wished that she’d had more time to practice with dream magic before this—Princess Luna was supposed to give her lessons at some point before she took charge.

A roiling sensation through her, tingling and bristling, prompted her to stop abruptly in place.

It was fine. Everything was going to be fine. She would wait until she was on the throne of Canterlot before she worried about how she would handle her reign.

Breathe.

Twilight Sparkle walked along the hallway, not hesitating to put her hooves one step in front of the other even as she waded into the gloom. The next central door was also locked. On the opposite side of it, however, was a door that differed slightly from the uniform appearance of the castle doors. The angular crystalline panels were emblazoned with a pattern of blue diamonds upon their center—an extremely familiar pattern at that. She knew that the library was supposed to be the next room to the right from her bedroom, though she wasn’t certain that the position was even correct. Further down the hall, she could see that there were more markings upon the other doors she could see: colorful balloons a little further down, and butterflies on another panel that was just at the far end of the curve. This was not real, she had to remind herself. A subconscious manifestation of the connection she had to her friends.

A thought twinged in her mind as she put her hand upon the handle of the door with the diamonds. After they defeated Sombra, she had never asked her friends what they had experienced when he cast the spell that caused them to envision their greatest fears. She knew that the effects were something that could vary—what she had seen that day differed somewhat from her first time being affected by that spell, during her original visit to the Crystal Empire—but the core of the message was there. Twilight Sparkle had feared letting down her friends, her mentor, her family, everypony in Equestria. She had feared failure.

It felt as if a dampness were creeping up her mane, and her grip faltered.

“…No, it wasn’t just failure,” she muttered under her breath, “it was responsibility. I didn’t think I was ready to have so much burden on my shoulders. I…I didn’t want it.”

The shadow shrank back as she held firmly to the handle once more.

“Maybe a part of me still doesn’t want it…but I’m not going to turn it down if I’m needed.”

The door creaked as it swung open.

The old and musty smell of mildew immediately washed over her as she stepped forward. There was a dull thud as the door closed behind her, and a glance over her shoulder yielded no sign of it being there, but she felt no alarm at this. Another dark chamber awaited her, although it was a truer kind of dark.

Piles of discarded cloth and fabric littered the floor before her. Occasionally she noticed whole dresses that were familiar: the gown that she had worn for her first coronation, those that she and her friends had worn to various galas, those garish garments that they had forced Rarity to make for that one exhibition early in her career. The room was massive, like a warehouse; she could scarcely see the ceiling, where the columns that lined the walls rose up to meet with it. Figures veiled in shadow stood along the perimeter. They could not accurately be identified, but Twilight Sparkle was certain that they were ponnequins. Whether or not they were mounted on their stands was a separate matter.

But she almost didn’t notice any of that. She was far more taken with the cobwebs. The air was thick with them, tethering between the piles of cloth and rising up toward the high walls and ceiling in crisscrossing networks. Even in the dark, a faint, ghostly luminescence emanated from those gossamer strands, creating a silvery expanse. The alicorn did everything in her power not to consider what might have been scurrying along those webs.

Instead, she turned her attention upon (what seemed to be) the center of the room, where the only real light in the room was. The glow of a lamp lit up a small table with yet more cloth strewn over it. There was a pony sitting there, back facing toward her, cast in shadow by the light in front of her. It was just enough to recognize the curl of her mane.

“Rarity?” Twilight Sparkle was standing behind the pony. She couldn’t recall having crossed the distance. She almost wanted to, just to know how she had managed to avoid blundering into so many of those cobwebs.

She was close enough to see that the white mare had a flat, bored expression on her face. It was the face of somepony who was doing a job out of obligation above all else. That didn’t seem right—Twilight Sparkle knew that even when Rarity was frustrated with a job, she was still passionate; she would be intense, not merely neutral.

“What do you think of this, Twilight?” Rarity asked. There was a hint of a tremble in her voice. Uncertainty. Doubt. Doubt for herself, perhaps.

Twilight Sparkle looked at the paper which was spread out in front of Rarity. It was a design concept for a dress. The body which the dress was laid over, however, was something which she struggled to even comprehend. Too many appendages. Too big. A sprawling mass of flesh more than a creature.

“It looks good to me,” she said automatically without even knowing what she was supposed to be basing her judgment on.

Rarity gave a noncommittal and unladylike grunt in reply as she set her pencil down and leaned back in her chair. She turned toward the alicorn. She was also clad in nothing but a bra and panties, though hers were lacier. The other side of her face was cast in shadow by her mane. Inky blackness seeped around the coiffed purple curls.

“Trash.”

Her horn flashed and a sewing needle came up and gouged across the paper, before the whole thing crumpled into a wad and threw itself aside.

Twilight Sparkle cringed but said nothing. She wasn’t the expert on these matters, it wasn’t her place to try to comfort the fashionista about something that had her upset.

“Do you know why I wanted to get into designing?” Rarity muttered while her fingers idly fiddled with the pencil on the table.

“Um…” It only took a moment for her to rifle through her encyclopedic memory of the times they had spent together, handily chronicled by the letters and journals she had written over the years. “Because…you idolized the ponies of Canterlot and hoped to be among the elite one day, and you saw the value in bringing out the beauty in ponies around you just as much as yourself, that’s why you’re always so eager to do work for us and—”

“Buck that.” The pencil snapped in her grip, and she threw that away too. “It was attention-whoring, Twilight. It was always about the attention. I wanted ponies to think I was more than just a country bumpkin. I wanted everypony to think I was the crème de la crème. I wanted their approval, and I would do any damn thing to get that, be it making a show of myself or doing something for my friends. If I didn’t do that then…I wasn’t worth anything. I wouldn’t be worth any of that clout or any affection from my friends.” Makeup ran in dark streaks down her cheeks, but her expression remained sternly composed with anger.

“Why do you lot put up with me?” she asked abruptly.

Twilight Sparkle blinked dumbly. Her mouth was too dry to form words for several seconds. “What…what’re you talking about?”

“Don’t act like you don’t know what I’m talking about,” Rarity snapped with biting acerbity, almost snarling. “You know what I’m like. I know what I’m like. The drama queen. The snob. Nothing’s ever easy when I’m around. I just complicate everything. The only reason to keep me around is that I make things for you, and the instant I cease to produce satisfactory results you’ll all get rid of me!” And then, with her bare hands, Rarity lifted the end of the table up and flipped it over, sending it tumbling away into the shadows with a thunderous clatter. “You and I both know it, and all the others would say the same thing.” She turned away again while breathing heavily, closing her eyes, and clasped her arms across her front.

After several seconds had passed, the alicorn put her hand on the other mare’s shoulder, clasping delicately. She flinched but made no attempt to shake her off. “Rarity, none of that is what defines you. You are one of the most kind and compassionate ponies I know. Just think about all the ponies whose lives you’ve made better through your own self-sacrifice. Every time you make me a dress or help me with my make-up or give me advice on posture on whatever else, I’m not thinking about that act in itself, I’m thinking about you, how much I appreciate that you’re the kind of pony who will go to that length for others. Who cares if you don’t like going to the Hay Burger with me or…or talking about magic studies, or whatever. I…I don’t…” She felt herself trembling just as much as Rarity was when she reached with her other hand to caress the mare’s neck and cheek, gently urging her to turn, to meet their gazes again. “I don’t know…where I’d be right now if it weren’t for you. I don’t think any of us do. You don’t need to do anything to be ‘worthy’ of our love.”

Rarity’s sapphire eyes stared back with blazing intensity. There was ferocity and defiance in that look, staunchly refusing to believe what she was being told, but there was also a wavering shimmer that hinted at how she desperately wanted to believe it. In the end, she didn’t say anything, she simply leaned forward and rested her face against Twilight Sparkle’s chest, slowly furling her arms around her. The alicorn closed the embrace, resting her chin in the crux of horn and forehead, the silkiness of that carefully maintained mane welcoming her.

“Do you promise you’ll stay with me, Twilight, no matter what I do?” she asked, trembling.

“Nothing you do could ever drive me away, Rarity,” Twilight Sparkle replied with a gentle squeeze.

Quiet sobs and sniffles filled the gloomy workshop.

= = = = =

Twilight Sparkle couldn’t have said how long that moment lasted or when it ended. It was at once an eternity and an instant.

The next thing she was aware of, she was standing in the hallway again. The door with the diamonds on it was behind her, albeit now lacking any kind of handle or knob for her to open it with. The central door on the other side of the hall was still locked, though the hum emanating from within might have been louder, just a little.

The path ahead of her was clear now.

She walked again through the darkness and approached the next door in line, the one with the balloons on its surface.

She was met with the smell of loamy earth and the damp of a cavern. Despite that, the other side of the door revealed a room that appeared closest to a barn, although the circular wall that surrounded her gave an impression closer to a silo. Amid the drab greys and browns that were all around her, coupled with the ever-present shade, colorful decorations stood out like luminous beacons. There were tables with bright cloth coverings and balloons that hung suspended above them and streamers and ribbons that spanned around the walls. On closer inspection, though, it occurred to her that the lumpy tables were actually piles of rocks with cloths spread over them. The cakes that were stacked on top of the tables were also clearly just rocks that had been heaped with icing upon them.

“Careful, don’t spoil the surprise.”

The voice calling out to her prompted Twilight Sparkle to turn her attention to the pony who was still in the midst of putting up the decorations, stepping on top of another pile of rocks so she could affix more ribbons to the wall. Pinkie Pie wore constrictive overalls of the sort that a farmpony such as Applejack would likely wear and held a simple oil lamp in her free hand to keep her space illuminated. There were ribbons tied around her shoulders and waist, but that wasn’t enough to change the overall plainness of the outfit. Her mane and tail weren’t the puffy tufts of hair that they were supposed to be either, instead hanging in long flat curtains, closer to Fluttershy but lacking even the slightest hint of vibrancy or vitality. Splatters of black pooled around their ends, as if weighing them down.

Pinkie Pie turned back to look toward her. She was smiling, but one could immediately tell that it was not a happy smile—too much teeth and gums, straining at the corners—and that almost seemed worse than if she had simply been frowning. Pinkie Pie wasn’t supposed to smile like that, not ever.

“What’s the surprise for, Pinkie?” Twilight Sparkle asked warily as she took a step closer.

Her smile widened yet more, but the sadness in her eyes only seemed to grow stronger still. “Can’t you tell? It’s only the best kind of surprise!” She spoke with enthusiasm that was eggshell-thin. “It’s what I call a ‘Surprise! Your daughter is a failure!’ party!” She gave a horrible laugh that sounded like it was ready to turn into a scream at the slightest disruption. She nearly dropped the lantern onto the hay and scrubby grass that covered the floor.

Twilight Sparkle wordlessly crossed the rest of the distance between them and reached out for her. Their hands found each other and the alicorn took hold of the lantern, setting it aside before then helping the pink mare down from the pile of rocks. Pinkie Pie kept on chuckling weakly even with tears streaming over her face—again the sound was somehow worse than if she had merely been crying. They sat down together on the pile and leaned against each other for support, though Twilight Sparkle was offering far more.

“I was never good at rock farming,” Pinkie Pie muttered flatly while snuggling up to her, “I could never find the right geodes or coax a rock into revealing gemstones, not the way my sisters could. I stuck out like the sore thumb of the family. Bright pink out of all those dark greys, the only one who didn’t know her way around a rock. Papa…he never said anything about it, but I could tell he was worried.”

Twilight Sparkle gripped her tightly and rubbed the back of her neck. She didn’t have much familiarity with Pinkie Pie’s father, but she knew enough to understand that he was a stern, hardy pony. The Pies, much like the Apples, were an old family steeped in tradition. Sticking to the family roots was no doubt a priority for them.

“On that day when I got my cutie mark…” Pinkie Pie whispered, “I was so excited to try doing something that would make my family happy. I brought them in here to show them the decorations, and I felt so proud of what I’d done on such short notice. I was sure they’d be happy too. But…they were quiet for so long. I remember the way Mama and Papa stared at me like I was…a thing they had never seen before.”

Her hands squeezed painfully on Twilight Sparkle’s fur, but she didn’t dare cry out or speak against this. The alicorn felt a shift in the fabric of the dream, and she looked up to see something new that had appeared in the barn. Five ponies, mostly slate grey in color and dressed in traditional farmpony garb, stood in the barn, staring at them, but mostly at Pinkie Pie—Igneous Pie and Cloudy Quartz, and their other daughters, Maud and Limestone and Marble. Each bore an expression of utter bewilderment, eyes wide and jaws hanging slack. Even Maud Pie, stoic and stone-faced even as a filly, seemed shocked. Then Twilight Sparkle blinked, and the ponies turned to rubble, debris clattering as it fell in a heap. It also occurred to her that there were more rocks now, overflowing the tablecloths that had been trying to conceal them earlier, spilling across the floor. The cakes had fallen apart, splatters of icing across scattered chunks of stone.

“I’ve never been as scared as I was in that moment, Twilight. If they had turned me down after that…I don’t know what I would have done…”

“But they didn’t, Pinkie, did they?” she replied, and she pressed her fingers through the thick locks of her mane. “They all joined you for the party. They all still love you.”

Pinkie Pie nodded slowly. “You’re right, they did, and I’ve never been more relieved than that either. But…it still didn’t feel quite right.”

“What do you mean?”

“I was so glad that I had found something I was good at in life…but more than that I was glad that it wasn’t rock farming. I was so happy that I wouldn’t have to live on that drab old farm all my life.” She broke off the embrace and sniffed, letting her mane fall around her face. “I was relieved that I would be abandoning my family.”

“Pinkie…you didn’t abandon them,” Twilight Sparkle insisted, though she didn’t reach for her again, “you still love them, and they still love you. You go to see them all the time.”

Pinkie Pie gave a heavy sigh. “It doesn’t feel that way every time I’m baking cupcakes and I imagine stones in the molds.”

“Having your own interests doesn’t preclude having a love for your family, Pinkie,” she said quietly. “I think your parents understood that. Your father must have seen how sad you were, and I think that’s what he was really concerned about, not about how good you were at farming. Maybe they would have preferred that you stayed with them, but I think more than anything else they wanted you to be happy.”

Like Rarity, Pinkie Pie didn’t look like she believed what she was saying. She clenched her jaw as if keeping her lips shut, as if she really did want to deny it. But she must have known what that would mean: speaking ill of her family. She cried again, silently. “If you say so, Twilight,” she finally whispered with just the bare minimum amount of energy.

“You should go see them, after this is all over,” she said, placing a gentle hand on her knee, and then she offered, “I’ll go with you, if you want.”

Pinkie Pie smiled, just slightly, and this time there was genuine warmth in her expression. “Thanks, but this is something I have to do by myself.”

= = = = =

The door with the butterflies on it led to a space that seemed familiar at first.

Twilight Sparkle had stood in this very same dimly lit bedroom not too long ago. Pine air freshener did a valiant effort of covering up the not-so-pleasant smell of animals that frequented the cottage. Outside the windows were fields that led to the Everfree Forest, but there was no light from the moon or the stars in the sky. There was no mess from her last visit, either; no puddles on the floor, no discarded scraps of clothing, and the blankets on the bed were neatly made.

But there was no pony to be seen.

“Fluttershy?” she called out with just a hint of reservation at how quiet it was—not even the chirping of crickets could be heard.

There was a clatter of glass containers falling over. She whirled about; it sounded as if it had come from within the walls. Only, in place of where there should have been solid wall, there was now a door—a plain wooden door, not the angular stained-glass panel of the now-vanished entrance she had come through. A rosy gold light like that of a sunset came from the seam under the frame.

It seemed silly to do so, considering that she was already intruding upon her friend’s mind to begin with, but nonetheless Twilight Sparkle reached out and knocked her fist upon the door. “Fluttershy?” she said again.

After a pregnant pause, a mare’s voice replied, “Come in.”

The room on the other side of the door—a room which should have been projecting into open air on the second story of the cottage—was very unlike the architecture of the surrounding building. Clean white walls plastered over wooden boards and the smell of animals was replaced with perfume. One side of the room was taken up by a long mirror with lightbulbs affixed around its perimeter and a counter underneath. The other walls were lined with racks of clothes, most of which seemed at a cursory glance to be of a particularly ostentatious and flamboyant sort. It was very unlike Fluttershy, one might even say.

The mare in question sat at the mirror, and on Twilight Sparkle’s entrance she turned away from her reflection to face her. For a moment, though, it was almost like looking at a completely different pony. She looked like she’d relented to giving Rarity free rein to fuss over her appearance for an afternoon. Her bangs had been pulled away from her face and her mane hung around and over her shoulder in a braid, intermittent streaks of black running through the soft pink. Copious make-up had been applied to her face, lipstick and rouge and eyeshadow, though any alluring quality this might have had was offset by her melancholic expression. She wore a green dress that was far more revealing than anything she might have typically deigned to put on, neckline cut low over her chest, a slit along the side of the skirt revealing her slender leg all the way up to the cutie mark on her hip.

Twilight Sparkle grew aware that she was staring, and Fluttershy stared back at her with wavering uncertainty. “What do you think?” she asked.

“Uh…” Taken aback, the alicorn was unable to immediately respond. She couldn’t help feeling self-conscious considering her current lack of decent clothing. “You…you look good.”

“You hesitated,” the pegasus replied immediately, a concealed edge in her flat tone. “You aren’t sure. You’re lying.”

“Wh-what?! No!” Twilight Sparkle stammered. She wanted to move, to cross the distance between them, but Fluttershy had her leveled with a gaze that might as well have been that of a cockatrice, keeping her hooves rooted in place. It was only when she looked away, turning her seat forward but not looking into her reflection this time, that she was able to move. “Why would I lie to you, Fluttershy? I can see that you…you’ve gone to great lengths here, the fruits of your labors are readily apparent.”

“But how can you be so sure that it’s good enough?” she asked with a hint of bubbling indignation, brushing her fingers against her braided mane, in that moment so much less impressive as it hung limply in place. “There are so many good-looking ponies out there and I’m just another face in the crowd.”

The purple mare bit her lip, quiet and uncertain for several seconds before she worked up the courage to ask, “I thought…you didn’t want to stand out like that.” She gently reached over and placed her hand on Fluttershy’s arm. She tensed, and for a moment she thought she might brush her off, but that moment never came.

“It’s not always so simple, Twilight,” she muttered under her breath. Her fingers passed over the counter in front of her now, touching at the bottles of make-up that were arrayed before her. “I was never interested in showing myself around other ponies. I’d much rather spend time with my animals. But you already knew all that. You know how I was when you first came to town. Then I met…all of you.” A teal eye rotated just slightly to glance toward her. “I didn’t feel the same way around you as I did with other ponies. I felt like I could be…comfortable with you.”

“We’re your friends, Fluttershy,” Twilight Sparkle murmured, “you can always—”

“Stop.” Fluttershy tensed again, and the other mare flinched at the calm fury in her tone. “I…I know you mean well, Twilight, but…this isn’t the time for a friendship speech. I need…my own words.”

Twilight Sparkle pursed her lips, but she nodded her head and remained silent.

After a heavy sigh, Fluttershy resumed. “Being around all of you…I’ve wanted to be more open. I see that all of you are so much more capable than I am, and it’s as simple as being able to stand your ground on matters that are important to you. I’ve tried so hard to do that…it takes all of my strength just to tell a pony no. I only need to let up once to get caught in the undertow and then there’s nothing I can do about it. I’m so tired of being weak.” She looked down at herself, at her cleavage, at the carefully maintained appearance she had molded herself into. “I wish I could be like this more often. Not just…for anypony. I don’t want to parade myself in front of the whole town. I hated when I got roped into modeling for Photo Finish and I hate any time we get publicity for saving Equestria. I just…I just want all of you to…”

She held her hand over her muzzle as her shoulders heaved with a sob. Her eyes watered but no tears came forth. Twilight Sparkle hesitantly reached for her again, but first Fluttershy stood from her seat. They faced each other in silence, seemingly both at a loss for words now.

Then Fluttershy’s arms snapped out and pulled her into an embrace, and before Twilight Sparkle could react the pegasus had leaned forward and planted a kiss on her cheek.

The moment ended as quickly as it began. Fluttershy’s face was redder than ever underneath her make-up but her expression was resolute. Twilight Sparkle felt the heat rising in her cheeks as well. Both of their wings were trembling.

“Thank you,” she whispered with a slight bow of her head, “and…everypony else too. Thank you for everything you’ve done for me. I know I…I still struggle with it, but…I want to be a better pony.”

Twilight Sparkle wanted to reassure her that she was already a good pony, but she sensed that this was not what the situation called for, so all she did was nod again and offer a smile. Then she pulled Fluttershy into an embrace of her own, and she eagerly welcomed it.

= = = = =

The stink of sweat and steam billowed out at Twilight Sparkle as soon as she opened the door with a multicolored lightning bolt.

Her hooves clopped upon hard linoleum. Navy blues were all around her, from the floor to the walls to the benches to the lockers that stretched in front of her. A single old fluorescent lightbulb cast its sterile white glow over the row that immediately surrounded her and the hallway beyond. Turning back yielded more and more rows of lockers that faded into the shadows with no definite end in sight. She didn’t have any particular desire to go exploring, which was a tad problematic when the pony she was searching for was nowhere to be seen.

Then there came the metallic grinding of a door opening, letting in the raucous sound of boisterous, laughing voices. A group of ponies emerged, each wearing dark blue bodysuits with yellow lightning bolt streaks, covering most of their bodies. They were giving each other congratulations and lighthearted ribbing in the way that only a team of sportsponies could. Twilight Sparkle recognized a few of the Wonderbolts like Spitfire and Soarin’ from their appearance, what little was left visible with their suits on, though their voices seemed off, tinny and stilted. They still had their goggles over their eyes, lenses gleaming in the light of the locker room.

All except for one, the mare who was at the center of the group and was receiving the bulk of their attention.

“How’s it feel to set a new record on the circuit, Dash?” Spitfire asked.

“Ha, nothing special, I’ll have at least another second shaved off by the end of the month,” Rainbow Dash replied coolly with a smirk, and the other Wonderbolts laughed.

“You’d better get your rest then if you want to keep powering through like that,” Soarin’ said, or it might have been somepony else; their words were blending together.

“I dunno about rest, but I definitely gotta freshen up after a sweat like that,” she said as she broke off from the crowd and walked into the row of lockers, “I’ll catch up with you guys later.”

The Wonderbolts offered a few pithy words of reassurance and farewell before they left. The sounds of their departure, their hoofsteps and voices, vanished almost immediately once they were all out of view.

Rainbow Dash’s demeanor changed drastically once she was by herself. Her expression sagged, smile turned weary, heavy bags under her eyes. It was almost as if she had aged a decade in the span of a few seconds. Her gait was uneven and her arms hung limply at her sides with her wings behind her back. She was looking straight ahead at the only other pony left in the locker room, but her gaze was unfocused, listless. The hues of her mane and tail shifted, showing black hiding between the stripes.

“Rainbow?” Twilight Sparkle said quietly.

Then Rainbow Dash turned and reared back to bash her head into a locker.

“RAINBOW!” The alicorn practically launched herself across the floor so she could throw her arms around her friend, but that wasn’t before she had already gotten two more rounds in and the locker had started to dent. She struggled briefly, flailing erratically, before being wrestled down onto a bench. Her uniform’s goggles were smashed, and now she was even gladder that they hadn’t been over her eyes. There were thin rivulets of red trickling over her blue fur.

“Tw…Twilight?” Rainbow Dash muttered as she looked blearily up at the distraught face that was hanging over her, “Wh-what’re you doing here?”

“Never mind what I’m doing here, what were you thinking?!” Twilight Sparkle was so distressed that she didn’t realize she was still yelling.

For a moment, the pegasus seemed confused, as if she didn’t even remember the past minute. Then, as the adrenaline faded, that weariness reemerged and her gaze turned away, unwilling to meet hers. “It’s…complicated,” she said under her breath.

“Well, you’d better start explaining it, then, because I’m not leaving until I get answers.” As if there was any choice in the matter, considering that was the entire reason she was here to begin with. She wasn’t even sure if she could leave prematurely like that.

There was a grumble in Rainbow Dash’s throat, but no disagreement followed. Reasonably satisfied, Twilight Sparkle gradually let go and sat up so that she could do the same, straddling the bench and slumping forward. She held her arm out in front of herself and looked at the lightning bolt that ringed around her wrist.

“This has been everything I ever wanted for as long as I can remember, Twilight,” she said wistfully. “Ever since I first saw the Wonderbolts, I knew I wanted to be like them. I wanted to be the best, most awesome flier in Equestria. Ponies told me I couldn’t do it when I was in flight camp, but I proved them all wrong and rubbed their noses in it every time.” She grinned proudly, however briefly before it faded again. “Is this it? Is this what it was all for?”

“Do you…not like being a Wonderbolt?” Twilight Sparkle asked anxiously. It would not be the first time such doubts had crept in.

“No, buck that, it’s not about being a Wonderbolt!” Rainbow Dash snapped back, throwing up her hands. Anger flashed in her magenta eyes, but only for an instant before it was overtaken by that sorrowful tiredness once more. “It’s about everything, Twilight! Everything, my whole life! Every single day, flying this way, flying that way, over and over and over again!” She slammed a fist against her open palm for punctuation. “I’m nearly thirty, Twilight. Thirty damn years on this hunk of rock. I’ve clawed my way up every step of the way for those years to get to where I am now. And now…now what? I’m just going to have to keep doing this for the rest of my life, until I die or I can’t fly anymore? I’d might as well be dead when that happens, just put me down when my wings aren’t strong enough to keep me in the air.”

“Rainbow, don’t say that!” the alicorn insisted, and she reached for her but Rainbow Dash brushed her hand away with a huff.

“I can’t be awesome all the time, Twilight. What’s that saying? You’re only as good as your worst day? That’s me. Even the slightest buck-up can set me back. You already saw what happened when I first joined the Wonderbolts and I had that crash. I just…I don’t know what I’m going to do.”

Twilight Sparkle wet her lips, tongue squirming inside her mouth, but the dryness wouldn’t go away. She felt her heart pounding in her chest. She grasped at the thoughts in her brain. “…Why do you want to be awesome, Rainbow Dash?”

Rainbow Dash was silent and still. She stared back as if the alicorn had just said the most absurd, ridiculous thing she’d ever heard, an affront to everything she’d ever known. Then her gaze faltered, her brows furrowed, as she seemed to look inward. “I don’t really remember anymore,” she muttered flatly.

“You wanted everypony to know how awesome you are,” Twilight Sparkle ventured, and she reached to tenderly place a hand on the pegasus’s leg. “And you’ve done that time and time again. You wanted their admiration, and you’ve got it. But do you know what else that means?”

She only looked up to her quizzically, confused.

“They look up to you, Rainbow.” She smiled, gentle and hopeful. “You have a fan club, Rainbow. And now you’ve got ponies watching what you do from all over the world. They all want to be awesome like you. They…I wish I could be like you, Rainbow. You always give everything your all and you don’t give a damn about the consequences. You’re an amazing flyer, what I’d give to be able to fly like you do.” She scooted closer on the bench, and now she put her hand on Rainbow Dash’s shoulder. “You might not be able to do this forever, you might not always perform your best, but you will always, always be remembered, no matter what happens from here on out.”

Again the blue mare was silent. She trembled, seeming to want to curl in on herself. But her eyes couldn’t pull away from Twilight Sparkle’s gaze. Slowly, she nodded her head and shrugged her shoulders. “Yeah…I guess that makes sense,” she eventually admitted. “I can keep going…I can be awesome for other ponies’ sakes.”

“You’ll always be awesome for me, Rainbow,” Twilight Sparkle said, and she distantly felt herself smiling even though there were still tears forming in her eyes.

Rainbow Dash snorted out a chuckle and managed to smirk. “Come on, Princess, don’t go getting too mushy on me.”

= = = = =

The door with apples marked upon it didn’t lead into another building at all, and when Twilight Sparkle turned back the way she came she only saw the shade of trees.

A red-orange glow led her through the underbrush, and it was joined by other sources of stimuli. The noxious tingling on the sinuses of smoke. The crisp sweetness of toasted treats. Crackling of fire and popping of firewood. Low chatter and the occasional ringing laugh.

At last, she stepped out into a clearing and was met with a circle of ponies sitting around a campfire. They were all young, none looking older than fourteen. None were immediately familiar, but she recognized the distinctive colors of Apple stock, reds and oranges and yellows and greens and browns, most with bright freckles on their cheeks that glittered in the light from the fire.

And off to the side there was Applejack sitting on a fallen log. She was dressed much as she usually was, long sleeves and cloying jeans despite the heat that filled the air, albeit without her distinctive hat—her father’s hat. She had a gentle smile as she looked over the gathering of fillies and colts. There were intermittent strands of black in her mane, like the grey hairs of an aging pony, almost unnoticeable amidst the golden blonde forest. But there was also a kind of emotional lethargy at the rims of her eyes that was akin to what had occupied Rainbow Dash’s thoughts. It was still there when she looked up at the mare walking toward her. “Howdy, Twi,” she said with a cheerful twang, “y’all decided to drop by?”

“Yeah,” Twilight Sparkle affirmed warily as she took a seat on the log beside her. Sitting nearly naked on rough bark wasn’t especially appealing to her, but the wood seamed strangely smooth where it touched her flesh.

She expected Applejack to continue, but it would be what seemed like several minutes of silence before she said anything else, instead taking that time to watch over the Apple ponies around the fire. The orange mare was smiling, yet it seemed that as the seconds went by she only grew sadder and sadder. Something about this was terribly wrong in a way that danced along Twilight Sparkle’s spine but couldn’t quite make its way to her brain.

“I’ve always wanted to see something like this, Twi,” Applejack muttered. “All these new young-uns brought into the world an’ havin’ a grand old time. Ma ‘n Pa would take us on campin’ trips like this all the time, me ‘n Big Mac ‘n AB an’ all the other cousins when they came into town. I always hoped I’d be able to do that too.” Her expression faltered. “It’s too bad the rest of the family can’t be here to see this.”

Twilight Sparkle was getting ready to reach over and place her hand on her friend’s, but the earth pony made the move first, clasping her in her sturdy grip, and she whispered, “Please don’t make me go.”

The alicorn’s initial objection was cut short when she looked into those leaf green eyes and saw them glistening not with sadness or anger but terror.

“I can’t face them, Twi. I jus’…I can’t.”

“It’s fine, Applejack.” She wrestled with her hand enough to return the embrace, fingers interlocking. “I’ll go with you. We can do it together.”

A part of Twilight Sparkle thought—hoped, maybe—that might have been the end, and there would be another blur before she found herself in the hall of doors again. Instead, Applejack stood and turned around, walking away from the campfire, and she followed. The presence of the campfire and the young ponies gave way to silence and stillness shortly upon their approach into the shadows that lay beneath the canopy of branches and leaves. They were soon in darkness, scarcely any illumination, only a faint shimmer along the edges of the surfaces around them. Applejack’s mane and tail gave a dull hint of sparkling, polished metal that had not quite lost its luster.

Then they came to a clearing. At the center there were two squat slabs of stone that rose up from the earth. It was too dark to read the words that were carved upon them, but Twilight Sparkle was well aware of what they said. She had seen them before, although it had been in the Ponyville cemetery instead of the middle of the woods.

Applejack held her hands together over her front, and after several tense seconds she said, “Hi Pa. Hi Ma. It’s…it’s been a little while.”

Twilight Sparkle stood by her side and watched quietly. She reached for Applejack’s hand again, and there was no resistance—almost too little resistance. The mare felt cold.

“We’ve done this so many times. We come out here to talk to them. Let them know how things are goin’. Farm’s still okay. Granny’s holdin’ up. Apple Bloom keeps on growin’.” She sniffed, her nostrils rankling as her face forced itself into a grimace, willing herself to remain steady. “I jus’…I jus’ wish one of these days they’d say somethin’ back so I knew they were listenin’. There’s so much I need to tell them an’ I…I need to hear what they think. It’s killin’ me, not bein’ able to know.”

“Applejack,” Twilight Sparkle said, a simple address to get her friend’s attention and to wet her lips while she thought of the words she needed to form. She played with their fingers together, but there continued to be no response. “I know I…never met your parents, but…from everything you’ve told me about them, I’m sure that they’d support you no matter what.”

“An’ how do you know that?” Applejack asked indignantly, whirling on her and shaking off her grip, a flurry of motion and vigor where before there had only been listlessness. There was now anger, and some sorrow, but that anxious terror was rooted deep beneath the surface in every crease along her face. The beginnings of tears were forming. “What if I’ve been doin’ wrong by them all this time an’ I never knew?” She stalked over to the gravestones. She ran her hand over the top of the one on the left—Bright Mac’s, where she would usually place his hat when she came for one of these visits—and then knelt on the grass in front of the right—Pear Butter’s—and reached her hands around it in an embrace, placing her cheek against the weathered stone. “What if I was wrong from the moment I was born?”

That tingling on the alicorn’s spine was getting closer and closer to her brainstem. Trepidation gnawed at her like a colony of termites. “A…Applejack, what do you need to tell them?”

“I’m barren, Twi.”

The words hit like a sledgehammer, a blow that was almost physical, enough to cause Twilight Sparkle to stagger backward with a hand clasped over her gaping mouth. The silence, the absence of the voices and the campfire, now seemed infinitely more palpable than it had been before.

Applejack was trembling now, shoulders heaving intermittently with hitched gasps of breath as she turned her gaze downward, head propped against her mother’s gravestone. “I wanted to have kids, Twi, more than anythin’. I wanted to have somepony I could care for like my parents cared for me. I wanted to continue the Apple family. Then I…I started gettin’ older an’…I never got my period, Twi. I never went into heat. Not once.” There were cracks as her grip on the stone tightened. “They were…they were already gone by then, I couldn’t…couldn’t ask them what was happenin’. I jus’ kept…k-kept waitin’ an’…nothin’ ev-ver came. Then…” She turned, and her hair parted just enough to show a hint of a watering eye. “At your brother’s weddin’, I…I-I got plastered an’ I…I f-found a stallion…don’t r-remember his face…an’ we…we rutted right there in the g-gardens.”

There was a break as the mare sobbed. Twilight Sparkle crept closer, but there was an intense aura of pain and misery that surrounded Applejack and made it feel like she was wading through a mire. The strands of black in her mane were thickening into stripes, spreading cancerously.

“I was…s-scared at first…b-but the-en I d-decided…to wait…an’ s-see what h-happened. An’ I waited…a-an’ w-waited…an’…nothin’ happened. N-nothin’.” Applejack’s grip on the stone slackened, arms going limp as she fell upon the grass and curled in on herself. “I-I’ll…n-nev-ver h-have k-k-kids, Twi…an’ my…my p-parents, they’ll…they’ll…”

There were no more words. There was only crying. Not the soft, quiet sobbing that came in a moment of melancholy. This was bawling from the very bottom of the lungs, harsh and guttering and terrible to hear, years and years of anguish let loose all at once. Applejack—the toughest and most dependable of their group—lay there on her mother’s grave, blubbering incoherently, occasionally mouthing fragments of apologies. Twilight Sparkle finally approached her, kneeling beside her and placing her hands upon her, pulling her into an embrace as gently as she could while she was rocking and spasming. Applejack responded by snapping her arms around her in an embrace that knocked the wind from her, holding on as if her life depended on it. In this moment, as far as the alicorn was concerned, it might as well. They remained like that for a long time, what must have been far longer than the time they spent watching the campfire. There was no indistinct passage of time; she was aware of every single second.

“Applejack…” Twilight Sparkle rubbed the back of the mare’s head and neck and shoulders, combed through her mane, once she had calmed to a quiet whimpering. “Your parents just wanted you to be happy. They wouldn’t care if you weren’t able to have kids. They just wanted you to go on living your life.”

The fingers holding onto her back squeezed painfully for a moment before Applejack muttered, “I…I kn-know, Twi. Deep down, I know.” She finally let go, and she sat in place, despondently looking down at herself. “But I’ll never really know for sure, will I? That’s gonna have to be somethin’ I carry ‘til the end of my days.” With a sniffle, there was finally a glimmer of something else in her eyes. Far from happiness. Simply acceptance. “S-sorry about that, Twi…I guess I jus’…really needed to get that off my chest.”

“It’s fine, Applejack. Thank you for telling me.” She clasped their hands together again. Applejack’s grasp was weak at first, so she gave a gentle squeeze. With a weak chuckle, she returned the gesture tenfold. Her bones felt ready to turn to dust, but it was good to feel that strength in her regardless.

= = = = =

Twilight Sparkle found herself hesitating in front of the last door.

The door that was etched with a marking that wasn’t familiar but was still distinctly evocative: a roll of parchment with green flames at the ends.

The hum of magic from the central chamber was louder than ever, a dull roar that echoed through her. The end was in sight.

Why, then, did it feel farther than ever before?

She found herself giving a silent prayer, asking for the strength to move forward. To whom, she didn’t know herself. To whomever or whatever might be listening.

She opened the door and was promptly greeted with…nostalgia.

The floor and walls and ceiling were made of rich mahogany red and peach wood—not mere wooden panels, wholly molded and carved from wood, from the body of a tree. She was inside a tree. The walls were lined with nooks hollowed into the surface that in turn housed dozens of books, a modestly expansive library for a country town. Tables and desks were home to parchment and quills and ink wells. The emblem of Celestia’s sun was emblazoned upon the ceiling. It was an old place, a miracle of earth pony architecture and engineering, to be made within the tree while keeping it alive.

It was once her home.

It was the Golden Oak Library.

Twilight Sparkle nearly felt herself grow weak at the knees. Many times she had dreamt of moments such as this. But the pretense of dreams would always make itself readily apparent, drifting through her without any lasting impact. This was almost startlingly real. She could smell the wood and the old books. She could feel the texture of the floor beneath her hooves. It was as if she had stepped not into memory but into the past itself.

Memory. The alicorn had to remind herself that she was here for a reason. For someone. That someone was conspicuously absent.

“Spike?” she called out warily.

Seconds passed by without response. Seconds in which she could mull over what she was going to say. Seconds in which no answers made themselves apparent to her.

It became a question of whether to explore the basement or the upper floor. The choice seemed made clear to her, though, when she took notice of something on the curling steps that went up into the tree trunk. A patch of something dark and ragged that she had been conditioned by now to think might have been a shadow, but on closer inspection was just a discarded scrap of cloth, motionless and forlorn. She found more on continuing up the path, and while she approached the landing of the second floor she heard the sound of fabric tearing. They were scattered all around the floor of the bedroom, and she saw more fluttering down.

The dragon sat above, in the loft where the beds were, ripping apart what she thought looked like the remains of a tuxedo.

“Spike?” Twilight Sparkle spoke with confusion and more than a little alarm.

Spike ceased his evisceration of the suit and looked at her. His expression was clouded with an indistinct frustration, eyes blazing. His frills were drooping. His chest rose and fell, and it seemed as if he might have been about to say something, but then he turned away and moved out of sight with the sound of a heavy huff. Twilight Sparkle’s brow furrowed; she easily recognized the signs of him being upset about something, and it was most likely something related to her, so that was going to make getting to the bottom of things all the more difficult.

She walked up the remaining stairs to the loft. Spike was sitting on his bed, but because it had been more than four years since they lived in the library it was rather cramped for him. The blankets and mattress showed signs of being clawed at much like the suits and clothes had been. Her own old bed was still perfectly intact, though the covers were askew, a condition she would typically never leave a bed in.

The dragon had his back turned to her, wings partially spread, as if acting as a curtain. As she came closer, she discerned specks of black among his scales. She also realized that he was naked. It made her feel self-conscious about approaching, but at least he didn’t have breasts or balls big enough to crush her. It wasn’t like this was something that could be put off, and it looked like he had torn up all of his clothes anyway.

“Hey…” she said quietly while she sat down on her own bed and faced him.

Spike remained silent. His face was angled slightly downward, listless, gaze downcast.

Twilight Sparkle wrung her hands together, fidgeting in place, wings rustling. It felt like a whole minute had passed before she managed to speak again. “You…you said we’d talk in the morning, remember? I know it’s…not quite morning yet. Well, technically speaking time might not even exist for us right now, I can’t be too sure on that yet, but, um…”

While she was trying to work toward the next point of discussion, Spike asked tersely, “Why did you and your family take me in?”

Trying to roll with the punches, Twilight Sparkle responded, “They’re your family, too, Spike. Mom and Dad love you just as much as me or Shining.”

He didn’t say anything. His stark silence spoke volumes in itself.

Conscious of the bristling, almost hot atmosphere around them, she pursed her lips and continued. “After you hatched…nopony knew who your parents might be, so it wasn’t deemed safe to take you back without any assurance that there would be someone to take care of you. Mom and Dad were still there at the palace at the time, when they saw you, they…they were taken by you, they wanted to adopt you. Celestia ultimately decided it would be better if you stayed with me while I was at school, though. Another one of her tests, I suppose.” She frowned to herself, as she often did when she looked back on those days and wondered just how far ahead the Princess’s plans for her had been made.

Spike only responded with a low grumble. His wings tightened against his back and his face turned further away from her. More spots of black manifested across his scales. Twilight Sparkle felt a prickling of wariness creep through her.

“Spike, please, I…I want to help you…we need to figure out how to get back to the way we’re supposed to—”

“How do you know what I’m supposed to be?” the dragon interjected vehemently as his neck snapped back in her direction, his eyes fixed in a venomous glare that made the prickling turn into a chill, and when she only managed to sputter in response he added, “What if I don’t want to go back to the way I was before?”

“Bu…but…h-how can you say that?!” Twilight Sparkle gasped back, “You’re…you’re not you, Spike, you’re something else! It’s controlling you, making you forget what’s important!”

“Do you know what’s bucking ‘important’ to me?” He stood now, and the alicorn felt alarm at how tall he was, the muscle tone beneath his scales fully on display, looming over her before he bent down to grab the frame at the foot of her bed. The way he glowered and snarled and looked down on her sparked a reaction from dormant prey instincts deep within her subconscious. “Actually being happy for once in my damned life, that’s what’s important to me! Why would I ever want to go back to the way I was before, when I was afraid and ashamed and always stuck in your shadow?!”

“Wh…wh-what?” she asked, mouth hanging agape. “Spike, you’re…you’re not—”

“Shut up!” Spittle flew from his toothy maw and greenish smoke from his nostrils as he bellowed. “Don’t act like you have all the answers! You can’t just study me until you’ve got everything figured out!” But it seemed as if the outburst was rapidly sapping his fortitude, his arms shivering, jaw trembling even while it stayed clenched shut, eyes quavering as they turned watery. Whole patches of his scales were turning black, a rash of corruption. “I’m not just another book, Twilight! I’m not an experiment for you to puzzle out! I’m…I’m…me.” The pain and anger remained in his expression even as the animosity diminished, leaking out along with his tears. He stood up again before turning and slumping against the foot of the bed.

It took some time for Twilight Sparkle to sort through her thoughts and feelings over what had just transpired. She understood immediately that this was nothing like how it was in the past when Spike had temper tantrums. This was something rooted deep within, something truly painful.

She should have expected it, perhaps, after meeting in the inner thoughts of her friends before this, but in none of those cases had the pain been so distinctly directed at her.

She moved to sit on the floor beside Spike. He didn’t make any vocal objection to this. “When…did this begin?” she asked in a whisper. Her fingers crept toward his hand but stopped short.

The fire of anger had burnt itself out, leaving his expression placid and neutral, stewing in melancholy. “…Ever since we moved to Ponyville,” he eventually muttered. “It didn’t bother me much at first but it immediately felt like things were different. Back in Canterlot when you were just a student, we were equals. We were…siblings. But then you suddenly had all these other friends. You six were the Elements of Harmony. I was…Spike. I was the assistant, nothing else.” His fingers twitched and brushed against hers momentarily before pulling away. “I thought I could put those feelings away if I could…do things more for myself. Make my own identity, you know. But over time it became more and more apparent that that just wasn’t going to work. I’m different, Twilight. I’m too much of a dragon to be with ponies, but I’m too much of a pony to be around other dragons either.” He turned to look at her wearily. “This is irony, isn’t it? I was always in a hurry to feel like an adult, and now I am an adult and I see that everything is just worse than it was before.” He scoffed and shook his head, frills flapping limply.

Twilight Sparkle now reached for his hand, and he didn’t try to stop her from clasping around the limp digits. “Spike…I’m sorry I haven’t done enough for you. I’ve just…there’s always so much going on with keeping the town in order, with saving the world, and all this…princess stuff. But…that’s not an excuse. I haven’t treated you fairly, and…I don’t know if I can ever apologize to you enough for that, but that isn’t going to stop me from trying.”

They were both quiet for some time. Tears still streamed silently over Spike’s cheeks, and Twilight Sparkle dimly realized that she was crying as well. When there was nothing said to weigh in, she then said, “Can I ask you something, Spike?”

He still made no verbal response, only glanced at her with a touch of leeriness, wounding her, but she took that on the chin, accepting that she deserved it and so much more.

“Do you feel comfortable with who you are?”

Spike looked away, and his expression grew distant, and then in a voice that was so quiet it was scarcely audible he said, “I don’t know, Twilight.” His shoulders heaved with gasping breaths. “I don’t…don’t…”

At last, the dragon broke down and gave himself over to sobbing, his powerful, fearsome visage crumbling entirely. Twilight Sparkle reached around his shoulder, and he promptly wrapped both of his arms around her in turn. They embraced, huddling together, hearts thumping against each other’s chests, their wings forming a protective barrier. She was aware that she was crying too, but this wasn’t the time to try to put up a strong front. He needed her, and she needed him just as much.

“I’m sorry, Twilight,” he murmured, brushing at her ear.

“You shouldn’t have to apologize for anything,” she said back.

“I’m still sorry. For making you worry.”

“You’re worth worrying about, Spike.”

The crying morphed into weak chuckles on both sides.

Twilight Sparkle didn’t feel weak anymore, though. After all of her trials and tribulations over the course of this night, she finally felt some semblance of control in the face of the disaster that was unfolding. She had helped all of her friends wrest themselves from the manipulation of the shadowy force that had held them in its clutches. Now all that was left was

“—emergency—”

She blinked. “Spike, did you hear that?”

Spike was still, too tense to be confused with what she was saying. “I…I thought I heard…something just now.”

Breaking off from the embrace, Twilight Sparkle looked around them. There was nothing else out of the ordinary to see in the room, nothing she could detect. “There’s this voice that I’ve been hearing every now and—”

“Contact.”

Spike coughed. The alicorn looked back to see him holding a hand over his mouth. When he turned his head and let go, it was to release a loud belch and a gout of green flame, and from within that eruption there emerged an object, fluttering to the ground. “A letter?” he asked incredulously.

But upon looking at it, Twilight Sparkle immediately found that it wasn’t the sort of letter she was used to seeing in this manner. It was not a piece of parchment rolled into a scroll and sealed with the official mark of the crown. It was a plain white envelope, and when she picked it up she found that there was no identifying information written on it. She didn’t know how somepony could have hijacked the line between Spike and Celestia, though she was more confused how it had found them here in a space of dubious physicality.

But the only way to find out was to open it, so she peeled open the seal and took out the folded piece of paper inside. It was written in a neat, uniform font that suggested the use of a typewriter.

If you are reading this, then my attempt to access the conduit connected to your associate was successful. I apologize for any alarm this might have caused.

There is much that you ought to be informed of for I am certain that you have many questions, and there are in turn many questions that I would like to ask you, but at the moment we are all desperately strapped for time so I shall have to keep this message as brief as possible.

I am aware of the circumstances that have befallen your world. My agents and I are on our way to render assistance at this very moment, but it will be some time yet before our arrival.

I am also aware of the efforts you have made to stave off your corruption. Understand that this is an unprecedented occurrence. I would like to have the opportunity to discuss what power you used to reach this outcome.

However, there is a pressing matter that remains. There is a particularly strong confluence of corruption which is manifesting on your world. This has the potential to be dangerous in of itself, but it can be made even more so when it occurs in the presence of individuals who are already in possession of considerable power. I fear that, if left unchecked, these afflicted persons may be at risk of creating a sort of singularity that will irreparably damage the very fabric of the world you inhabit.

While I will be able to sort out the corruption, I may not be able to arrive in time to stop this singularity from forming. It is therefore of the utmost importance that you do everything possible to prevent this from happening in the meantime. If you can use your power to awaken these corrupted subjects, that may be enough to stop disaster.

You must act immediately.

I dearly hope that we are able to meet face to face soon.

And I’m deeply sorry for putting you through all of this.

—Non

“What does it say?” Spike asked, though he could see the way her face filled with surprise and shock as she read, not giving him much reason to suspect that it was good tidings.

“…I’m not sure I understand, but it’s definitely not good,” she muttered ruefully, and then she turned to face him directly. “We’ve still got work to do.”

“Saving Equestria again, huh?” he remarked with a wry smirk. “What are we going to do while we’re still in here, though?”

“I don’t know. It’s kind of a dream, basically, so we’re just going to have to wait until we wake—”

The hum of magic filled her ears, the magic that had been building within the vision.

Light bloomed through the walls and engulfed everything, and the memory of the library vanished into the same oblivion that had claimed its real counterpart.

Author's Notes:

It's time to take a break from the horny and dive into liminal space.

After everything, this was what we were ultimately building up to: finding out the things that led to these characters becoming corrupted.

These were deep cuts. In some way or another, most of them are reflections of myself—my inadequacy, my uncertainty, my identity. Some of them were planned out early on, some of them I just came up with in the heat of the moment as I got to this point. None were more closer to my core though than Spike, and it was for this reason that I came to the decision that I couldn't not have Spike in this story. It is my deepest hope more than anything that someone out there will see this content and that it will help them feel seen in some small way.

I'm aware that Pinkie Pie and Applejack ended up being rather similar, both rooted in being a disappointment to their family, but for different reasons.

Rarity and Rainbow Dash's sections were somewhat lacking on the original draft, I had to beef them up a little.

The situation with Fluttershy might not be super clear right now but we'll see more for it later.

Oh and also finally getting some explanation for that right-aligned text.

You should really play Psychonauts 2 by the way.

If you enjoy my work, consider supporting me on Patreon or Ko-Fi!

Chapter 10: Disparity

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Reality reasserted itself in spurts of fitful epiphany.

The first thing Twilight Sparkle became aware of was the realness of her surroundings. It had seemed uncertain within their shared dreamspace, but there was no question about it here. The sensation, the sight, the stench, the sound, the slick. It was all etching upon her brain faster than she could track it.

The next was the fact that she was even feeling true awareness in the first place. The haze which had clouded her faculties was dissipated. She had all of her words and memories. There was no whispering in her ear. She was in control.

These were both very good discoveries to make.

Then it occurred to her that there was far too much of herself, she felt two sets of arms moving languidly, she was unreasonably full, and her field of view was significantly obscured by a glossy purple wall beyond her muzzle.

“Oh,” she thought flatly.

Then came the tension and the pressure, a fire which raced along veins that had been doused in gasoline and upon exploding within her brain prompted her to cry out in a labored scream.

Something that had been holding her up let go, leaving her to fall to the ground with a thud and a splash against something warm and sticky. Her breasts flopped back, mercifully missing her face and instead landing on her shoulders, but this still had the effect of inhibiting her vision even further. This was followed by a commotion from all around her.

“Wha-wh-what i-i-is…?!” Rarity’s stammering exclamation was accompanied by a chaotic multitude of steps and splashes.

“What am I doing all the way up here-oh-whoa-WHOA—!” The sound of Pinkie Pie’s confusion was coupled with pressure on the alicorn’s midsection which then lessened before culminating in another splash and thud.

Fluttershy’s voice came twice over in confused gasps that were steadily escalating in volume and harshness toward shrieks.

Dimly, Rainbow Dash could be heard sputtering and mumbling the incoherent sounds of a pony who had just been rudely awoken from a pleasant slumber.

“Oh my stars, wh-what in tarnation is—?!” The sugary twang of Applejack’s voice cut itself off abruptly. “Why the hay am I talkin’ like this?!”

Spike’s groaning came from nearby, a guttural sound of both pain and pleasure.

“Sp-p-pike,” Twilight Sparkle stammered, a sound which was barely identifiable on account of the way her swollen lips mashed together and turned her syllables into a sputtering mess.

“Tw-w-AH-light?” he replied, from the sound of it experiencing a sensory overload in much the same way that she was.

“Hhh-hel-lp, p-please,” she begged, feeling a new surge of fire rising in her inflamed, overtaxed loins, and she extended her four arms, “p-pull m-me-e!”

“This…th-this is…b-buck, okay.” Something huge and soft and scaly bumped against her several times before finally the dragon’s hands found purchase on the two arms on her left side. “R-Rarity, come help me with this!”

“Spike? What are—where are you?! I—oh, Spike, you…how are—Applejack? What is that—oh sweet Celestia, Fluttershy, is that you?! What in Equus are you—?!”

“Rarity!” Spike shouted, interrupting the unicorn’s mounting hysteria.

“Oh, f-f-fine, I’ll—oh, sun, what are these damned legs?!”

“Would somepony tell me what the buck is going on?!” Rainbow Dash yelled amidst the fussing and panic. “Why am I…what is this thing?!”

There were two voices that sounded like Fluttershy hyperventilating, and an indistinct third that sounded like Fluttershy trying to talk with a full mouth and throat.

“I’m pretty sure we just had an orgy!” Pinkie Pie exclaimed in a tone that was remarkably level given the circumstances.

Applejack, Rarity, Rainbow Dash, and Fluttershy all gave utterings of extreme disbelief and terror.

“F-f-focus!” Twilight Sparkle cried out while she felt something within herself that she thought might have been an orgasm, an explosive deluge, and there was trickling and splattering over the floor. “Applej-j-jack, Pi-ink-kie, pull on F-Fluttersh-shy!”

Eventually the ponies moved themselves into the proper positions, though not without further complaints and moaning. Rainbow Dash was still panting and shouting in the vitriolic way that only she could. Fluttershy was making a noise that sounded like sobbing if she didn’t quite know how to sob. Spike and Rarity pulled on Twilight Sparkle, who did her best to push her hooves against the floor, made difficult by the girth of her thighs keeping them elevated on a cushion of herself, while Pinkie Pie and Applejack presumably did the same for Fluttershy. The crying of the alicorn and the yellow pegasus were the most intense, rising in pitch whenever a tug pulled them farther apart. Twilight Sparkle felt painfully full—though it was not a fullness of the stomach, the sort that came from overeating, of that she was sure—but the worst part of it was the mass which was shoved between her legs, impossibly straining her vagina, feeling as if a train car had driven into her. A spasm rocked through her, one she could feel came from the other mare, and then there was a violent force rocking through her and the pressure only became worse.

Hardly more than a couple of minutes had passed.

With a pop, the mass that had been inside Twilight Sparkle was finally extricated. This left the ache of her vulva reduced to a mere throbbing. Not so much alleviation for her stomach—her womb—which was still like a water balloon—no, a condom was far more apt—holding the volume of a small pool. Her gut was far more rotund than it had been before, stretched taut, the creases and folds smoothed out, and with her lying on her back it was all weighing heavily upon her.

And yet it still felt so good. Pleasure and pain mixed with each other into a violent cocktail. She did everything in her power to push it down, to stave off the urges, but it was like trying to stop the tide of the ocean. It infested every corner of her brain, coursing along every inch of her skin and seeping in through her flesh. And flesh was something that she had in copious quantities.

“H-help me up, p-please,” she then asked quietly, managing slightly more control over herself.

“Uh, d-don’t y’all think we ought to help Flutters?” Applejack asked while Rarity and Spike pulled again.

“And me!” Rainbow Dash interjected, “Not really a fan of how I’m bowels-deep in a…another…ah…AH!” Her words broke down into as incoherent series of gasps and wails and expletives. There was a cacophony of cries of terror from the other ponies present, though none louder than the continued panicked groans of Fluttershy. Rainbow Dash’s tirade culminated in the kind of yowling exclamation that would usually be reserved for following a victory she had made, tinged with ululations of passion, and Fluttershy’s desperate crooning was accompanied by sloshing and churning.

“One thing at a t-t-time!” Twilight Sparkle insisted, managing as much of an authoritative air of command as these circumstances could allow.

Spike and Rarity resumed tugging on the alicorn. Another set of (four) hands (and multiple throbbing lengths of meat) touching at her gut alerted her to Pinkie Pie assisting with the effort. Applejack could be heard speaking gentle words of reassurance, despite her own continued pangs of arousal, to Fluttershy. And maybe to Rainbow Dash, who had resumed expressing her discontentment.

“Gosh d-darnit, Rainbow, quit it w-with that thrashin’, it ain’t helpin’!”

“You’re not the one with the giant dick that won’t stop cumming!”

Twilight Sparkle finally managed to put one hoof flat on the floor. Her wings fluttered, shaking off the numbness that had overtaken them from being pinned beneath her—a miracle they hadn’t simply been crushed to powder—while she was made to stand. She dimly heard Spike mutter something about cake. The release from her prone prison was small comfort, though, as she was almost immediately met with the discovery that her inflated labia were crammed into the span between her legs, grinding against the ground. Just the act of standing was enough to fill her with newfound pangs of agonizing delight. It made her weak at the knees, but she managed to stand—possibly in some part motivated by the knowledge that falling straight down with all of her weight on top of her vulva would just make things even worse. It didn’t help matters that the floor was so thoroughly wet.

She was also at last able to reasonably get stock of her surroundings, albeit still with the barrier of her lips spreading past the end of her muzzle, a blind built into her face. She was most easily able to see to her sides, at Spike, who stared back at her with bewilderment, although now that he was no longer tasked with helping her stand his attention was starting to turn back to himself, hands clutching at his sex- and species-inappropriate bosom. On her other side, Rarity loomed over her, torso mounted on top of an inequine body, and she had her hand pushing down on top of her lips so she could better see past them. She noted that their eyes, while retaining black sclera, no longer had pulsating red hearts in place of pupils.

The white pony produced a wet sputtering noise before she let go of the purple mounds and said, “Twilight, I think you should help with Fluttershy and Rainbow now!”

“H-help with—?”

Memory flooded back into her. Memory that she dearly would have hoped could have been lost to the ether. The terrible throes of passion that wracked through her. The overwhelming heat of both her own body and the bodies that were packed around her.

Spike and Rarity at her back, squeezing and kissing and whispering to her.

Pinkie Pie straddling her stomach and rutting her navel.

Fluttershy impaling her.

Applejack grinding against the giant pegasus.

Rainbow Dash—

Twilight Sparkle now pushed on her own lips, the glossy mass seeping between her fingers, and she was sufficiently aghast at the sight of the intertwined pegasi that she didn’t have the opportunity to take notice of her own intensely distended midsection.

Fluttershy had already been gigantic to begin with when she entered the bedroom, but now definition that had been distorted by musculature was further distorted by the immensity of her midsection, a bloated balloon of a stomach. The yellow globe was the size of a small shed, skin stretched taut around its surface, pushing up on her breasts and weighing heavily on her groin. The visual was exacerbated all the more by the presence of the second pony who was perched on top of her, Rainbow Dash’s penis jammed down the poor mare’s throat, greatly distending the shape of her upper body. Twilight Sparkle’s mind buzzed with anatomical impossibilities: the ability of the jaw to stretch wide enough to accommodate such mass; how it could fit into even such a large pony’s body, surely scrambling her intestines; how Fluttershy was even breathing under these circumstances. With Rainbow Dash’s testicles draped downward like a curtain, there was much that couldn’t even be seen, and she felt thankful that she didn’t have to see the other mare’s stretched jaw and neck.

“T-Twil-l-lah…!” Rainbow Dash gasped and groaned urgently while her hips gyrated, rubbing her buttocks against the ceiling, and cries of alarm came from Fluttershy’s nipple-mouths (another anatomical impossibility that spat in the face of everything that was sensible).

It was fortunate that Twilight Sparkle was capable of things far beyond the ken of her companions. With adrenaline pumping through her anew, it took but a thought to manifest the magic necessary to telekinetically take hold of the blue pegasus and yank on her, pulling back until, with a pop and a profoundly relieved inhale from Fluttershy, she was freed. One crisis averted.

But that didn’t stop Rainbow Dash from orgasming with another shrill shout. A blast of muddy rainbow semen hit Fluttershy squarely in the chest, dousing her breasts and distended midsection, before proceeding to splash everywhere. Applejack cried in turn when the resulting rain scattered over her, trying to back away but stumbling with her hind legs and landing on her distended lower gut. Pinkie Pie only watched with a look of awe even as she got the gunk splattered all across her front. Twilight Sparkle hardly had the energy to react to the rivulets that ran across her bloated middle, a bulwark taking the brunt of the blast for Rarity and Spike behind her.

Fluttershy’s enormous lips wobbled and shook like bags full of gelatin as her mouth opened and closed to the best of its ability, breathing in hungry gasps of air. “Twi…Twi…” She tried to speak, but the fuchsia mounds could scarcely be parted from each other enough to let out even the simplest syllables without being muffled and slurred into indistinction. She held her arms out to her sides, hesitating to reach toward herself, to feel the straining masses of flesh which comprised her form—the slightest flexing inward was enough for her bulging biceps to squeeze into the sides of her bosom. Her face couldn’t be seen, but any of them could have imagined the terror etched across her features. “What…what’s h-happen—”

“‘Ey, what’s the big deal?! Did I look like I was done?!”

Everypony was startled by the interjection of a voice that was not immediately familiar to any of them, but none more than Rainbow Dash at the sensation of her own body moving in a way that she had not commanded it to. Her own irate outburst died in her throat when she saw the shaft jutting from her loins bend itself backwards, clearly showing the phallic head at its tip, eyes rolling back to peer at her with its red heart pupils. “Oh, howdy there toots, I see you’re finally awake,” the penis said with a chuckle, continuing to dribble colorful cum from its lips, “you want some sugar for breakfast?”

The pegasus probably would have plummeted to the ground at that moment if Twilight Sparkle hadn’t been keeping her afloat with her magic, because she certainly didn’t have the capacity to flap her wings. But, to the surprise of many a pony, there was no further outcry from Rainbow Dash. All she could do was stare, mouth hanging open, aghast. It was as if the insanity and absurdity of the circumstances she found herself in had reached such an intense high that they circled back around to zero, leaving her utterly calm. And so, it was with a perfectly level voice that she turned to the alicorn and said, “Twilight, please tell me you know what the buck is happening.”

Biting her lip (a gesture which was far more cumbersome than she was used to), Twilight Sparkle chanced a glance all around her. She observed her friends, each of them upset in their own ways, in disbelief at what they had become. Spike seemed to have the added displeasure of realizing how much damage had been done to his bedroom, looking around them with dismay. Much of the furniture had been demolished, holes had been smashed through two of the walls, and the floor was covered in a sticky mess of still-warm fluids, the milky whites of semen, milk, and vaginal fluid all mixing together, aside from the swirls of rainbow that were added in. “Let’s…take this somewhere else…somewhere less wet,” she muttered with a grimace, and the others shared this sentiment when they looked at the floor as well.

Of course, this meant that the seven had to become reacquainted with the task of walking, inhibited by the addition of new appendages or bulk which inhibited the appendages they already had. The bedroom’s proper door was out of the question, which left the remaining recourse of having to clamber through the hole in the wall again, dragging dangling bodies over the rough rock opening. Twilight Sparkle didn’t even attempt to physically maneuver herself over this obstacle, silently thanking Starlight Glimmer for past lessons as she instead levitated her own body up and through the aperture, bringing the fumbling Rainbow Dash along with her. Only Pinkie Pie had managed to retain a reasonable range of mobility, though she seemed largely entranced by the pendulous shaking of the three phalluses which extended from her, bobbing with every step.

Once they had all moved into the more spacious central hallway, and once she had caught her breath, having felt the toll upon her stamina even from such a small effort, Twilight Sparkle asked, “Before I explain…what little I know, can you all…tell me what you remember?”

Glances were exchanged among them. Nervous, squeamish, uncomfortable, ashamed. Ears and frills drooped like wilting petals. Eyes also inevitably lingered over their friends’ warped bodies, taking in the full extent of what had happened to all of them now that the initial shock had worn off.

“It just…it felt good,” Spike mumbled. He gently placed his hand on the top of his chest, palm and fingers sinking into the pliant surface. He was more hesitant to touch the purple lengths that emerged from his crotch. “I felt so happy and there wasn’t any reason for me to think otherwise.”

“It was like anything that I might have had to worry about was…far away,” Rarity added wistfully, tapping at her chin. “It was…liberating, I suppose, but…it always seemed so thin. Like wallpapering over a hole in a wall.” She cast a momentary peek toward the hole they were standing by and winced.

“When…when it happened, I was…thinkin’ of my Ma ‘n Pa,” Applejack said quietly, her gaze downcast. “After I started changin’, I…I don’t know if I still knew they were dead, but it was like…it didn’t matter anymore.” She rubbed at her eyes.

“I’m kinda…used to pushing all that frowny-pants stuff down, I guess,” Pinkie Pie admitted with a shrug, her mane drooping, “so it didn’t really feel too different to me. I just…didn’t have to try so hard anymore.” She gave a wry chuckle and a smile cracked at the corners of her muzzle. “It was kind of a relief, honestly.”

There were several seconds between Fluttershy starting the motions of speaking, spluttering incoherently, and managing to form syllables that were remotely recognizable. “I didn’t need to…to stop and think about anything. I could just…do whatever I wanted.”

“I wouldn’t mind doing you, babe,” Rainbow Dash’s penis said with a wink.

Everypony turned to look at the pegasus. She lay on top of the cushy globes that were her testicles and seemed to be trying to wrestle the sentient shaft into submission, grappling with it in the manner one might an alligator, but her futile efforts to reach around its circumference only had the effect of prompting it to laugh and gurgle. She finally groaned in exasperation and looked up. “Don’t look at me, I was asleep the whole time,” she grumbled while rubbing at her temples, “all I remember was flying…usual routines and races with the Wonderbolts. Then all of a sudden you showed up.” She pointed at the alicorn. “And we…”

They became silent again. The others each looked at Twilight Sparkle, and she saw the hurt in their eyes, the anxiety in their postures. Then, in turn, each took notice of the others, the way they were all so pensive. Each of them had only directly confided in Twilight Sparkle herself, but in that moment they could sense some semblance of the pain which they all harbored within. Pinkie Pie reached to Applejack and Fluttershy on either side of her, a gentle touch on their hips, flashing a thin smile to both of them, and they responded with smiles of their own. Spike felt a prickle of magic on his cheek and looked to see Twilight Sparkle staring back at him, her expression serious in that way that suggested they were going to have a lot to talk about. He nodded slowly to her.

“It would appear that we all have…quite the emotional baggage in dire need of sorting,” Rarity mused aloud, and there was a punctuated beat that came from one of her legs tapping on the floor.

“I believe that’s how it got in,” Twilight Sparkle murmured, her brain whirring into activity, “the…the corruption. It seeks out ponies who have…regrets, trauma, pain, anything lingering in their heads, and it makes them…forget. It distracts them with an overload of pleasurable excess.”

“What, it makes us too horny to think straight?” Rainbow Dash asked incredulously.

“It c-could’ve just stopped at the f-forgetting part,” Fluttershy whimpered, trembling while she still struggled to maintain a position that could be reasonably comfortable.

“I don’t care how much it hurts, I ain’t in a hurry to go forgettin’ all the ponies who’re important to me!” Applejack proclaimed with a stamp of her hoof.

“At least we’re all in control of ourselves again,” Pinkie Pie added, and she gave a twinkling look to the alicorn, “thanks to Twilight.”

“Speak for yourself,” Rainbow Dash grumbled when her penis spasmed again.

“So why are we still…” Spike gestured with his hands to the readily apparent immensity of his body.

“The best I can guess is that we only shook off the mental aspect of the corruption,” Twilight Sparkle replied as she felt at her own form, again taken aback by the fact that she had an extra pair of limbs, and that their control came so naturally to her. “The physical side…not so much.”

She was conscious, though, that the physicality of the corruption still had an inexorable effect on their minds. Even though she was no longer overtaken by the desire to be amorous, she couldn’t do anything to douse the raging fire of her libido, pangs of arousal which continued to wrack through her. The mere act of standing in place filled her with the pressure that came from her meaty legs pressing inward on her swollen labia. She could see this discomfort mirrored in her friends, Spike and Rarity similarly burdened by dangling genitalia that brushed on the floor. Poor Fluttershy was reduced to a bundle of nerves by every surface of her body grinding against itself. Rainbow Dash was completely helpless with her legs lifted off of the ground and her phallus acting independently of her. Pinkie Pie breathed heavily amidst the irregular spasming of her trio of shafts, bobbing stiffly at the slightest movement she made. Applejack slowly stroked at the side of her gravid gut—her expression didn’t speak of any amount of joy or relief.

“…Wh-what d-do we do now, then?” Fluttershy asked.

“Spike and I got a message from…somepony.” Twilight Sparkle wished that she could have still had the letter in front of her for further inspection instead of it being lost to the ether of the dreamscape. She could remember the gist of what it had said, and the urgency which it had conveyed. She couldn’t seem to recall the name that had been ascribed to it. “They said they were coming to fix the rest of the problem.”

“They’d better come quick,” Rainbow Dash said, the rest of them muttering their agreement on this sentiment, while her penis exclaimed how it wanted to come quick.

“But there’s something else,” Spike continued, speaking sharply to command everypony’s attention, “they said that there’s something bad happening. This…singularity or whatever they called it. It’s gonna…I dunno, do the usual bad guy thing, and we gotta do something to stop it before they get here.”

“Well fantastic, not like we didn’t already have enough on our hands to deal with,” Applejack scoffed with a roll of her eyes.

“What are we supposed to do about it?” Rarity then asked, “What even is this singularity thing? Where is it, for that matter?”

Twilight Sparkle felt a sinking weight of dread in the pit of her already heavy gut. She was fairly certain she remembered the letter well enough to know that it hadn’t actually specified much of anything about what their objective for the singularity was supposed to be. How were they supposed to combat something that they didn’t even know anything about, least of all where they would find it?

“Maybe it has something to do with all of our flanks flashing?” Pinkie Pie interrupted.

She looked down to her side (and then corrected herself, glancing in that direction instead of turning her muzzle that way). Down over the broad lavender slopes that comprised her shoulder and torso and hip, she saw the pointed stars of her cutie mark, exponentially larger as it now stretched over the exorbitant breadth of her thigh. The violet and white markings were flashing with pulses of light, and along with them she felt a distinct hum of magical resonance. She found herself unable to be certain whether this had just begun or if it had been going for some time and she had failed to notice until now, too distracted with more pressing matters. The same could be said for all of them, cutie marks aglow, as well as the spines along Spike’s scalp and back.

The alicorn then remembered another aspect of the dream, and she turned her attention not to any of her friends but to the other hole which had been made in a wall, into the central chamber of the castle, where another glowing light could be seen.

“The map!” she exclaimed urgently, and all of them understood what that entailed.

The process of movement went by more quickly this time as they each clambered through the ruined wall. The immediate concern might have assisted in motivating them, but it could have just as easily been that they were getting more used to the way their bodies worked, the way limbs moved and bodies compressed. Perhaps none of them wanted to look at it in that manner, but they weren’t going to complain about having less difficulty standing in their way.

It would have been comical for them to attempt to sit and gather around the circular table at the center of the room as they normally would when it came to having their meetings. Most of them couldn’t even begin to fit into the crystal chairs that were arrayed around the perimeter. Some of them could have smothered the table itself with their mass. Had Twilight Sparkle been able to move with the dexterity she was accustomed to, she would have engulfed it with her belly long before she came close enough to inspect the map. As it was, most of the others had already come into position around the table long before she came shuffling up to join them, Fluttershy and Rainbow Dash taking up the rear as they fought with their own struggles, the former waddling awkwardly much like her and the latter having to flap her wings to haul the girth of her groin.

She saw the symbols that drifted in lazy circles above the map. Six familiar cutie marks, stars and apples and diamonds and balloons and butterflies and lightning cloud, and one, a scroll and flames, that puzzled her momentarily before she remembered it from the dream as well. Odd; she recalled that this hadn’t been how the map summoned Spike in the past. All seven were converged over a single location: a tall mountain not far from Ponyville.

“Ain’t that Canterlot?” Applejack asked, eyes squinting.

“Somepony really chose a great time to have a friendship problem,” Rainbow Dash grumbled while she hovered closer to the map, and a gurgling coo of curiosity came from her penis as it peered at the luminous surface.

“I’m not so sure about that,” Twilight Sparkle muttered, “this can’t be a coincidence. I’m sure this must have something to do with what the letter was warning us about.” She might have been thankful that her bloated lips and puffy cheeks made it difficult to discern the way she clenched her jaw. The letter had also said that a singularity was the result of the corruption affecting “individuals who are already in possession of considerable power.” There had been many reasons for her to have her suspicions before, but now the end point seemed unavoidable.

“Princess…”

“Well, that’s great and all, but how are we going to get to Canterlot?” Spike said with an exasperated shake of his hand.

This didn’t prompt another weight in the alicorn’s stomach as much as a feeling that her whole body had turned to lead. On the map of Equestria, it might not have seemed like Ponyville and Mount Canter were so far away, but in reality it was a distance of dozens of miles.

“There’s no way trains are still running at a time like this,” Rarity mused despondently, and then she turned to Twilight Sparkle, “can’t you teleport all of us there?”

“Ah…n-no…I still can’t cover that much distance, especially not with a group.” She was glad that this was the truth, that she didn’t have to admit that she was still not particularly keen on the idea of teleportation at all after her previous trip into the Between. Not to mention that each of them had enough body mass to account for a group all by themselves—she’d hate to teleport and leave a pony’s breast behind.

“I’m not breaking any flight speed records while lugging this damn thing around,” Rainbow Dash hissed while tugging on herself, trying to wrangle an anaconda of her own flesh.

“No land speed records either for that matter, hon,” Applejack agreed, holding her palm against her face and running her fingers through her hair.

“I was working on a party cannon that might’ve been able to launch us there,” Pinkie Pie said with a sigh while she leaned forward and rubbed her finger around the projected image of Canterlot, “I don’t think any of us can fit in it now though.”

Nopony had the heart to tell her that the idea of being sent careening across the countryside wasn’t especially appealing even on the best of days.

“…Wh-wh-what’re we going to do, then?” Fluttershy asked, full of anxiety and worry.

“Oh what indeed shall we do?”

The voice that spoke was a new one, not belonging to any of those present, not even to any part of their bodies. It echoed and resounded in the open chamber, bouncing from one wall to the next, a susurrus of noise all around them. They looked wildly about, occasionally catching a glimpse of a shadowy shape dancing across the crystals but never seeing anything distinct. “Ah, quite the predicament we find ourselves in,” the disembodied voice continued, lilting in a taunting manner, “but you all are used to getting yourselves out of problems like these, are you not? I’m sure that, given enough time to bang your heads against a few walls, you’ll be able to figure out something to—”

“Discord, we don’t have time to play one of your games right now!” Twilight Sparkle shouted to the open air.

And then a grey horned head emerged from the alicorn’s cleavage, staring at her flatly with red and yellow eyes, and she nearly shrieked and toppled over, but most of the others expressed their surprise for her with gasps of alarm.

“Feh, fine, if my ‘games’ are too time-consuming for your ironclad world-saving schedule,” he replied with a scoff before the rest of his mismatched serpentine body slid out, twisting and curling into the air above the cutie map. Discord was a particularly strange creature by the standards of Equestria, mix of horse, dragon, goat, snake, lion, and so much more, to say nothing of his wielding of chaos magic, but by the standards of the past few hours he represented an almost shocking glimpse of normalcy, not a hint of hyper-exaggeration on the proportions of his long, lanky frame.

“O-oh, Discord!” Fluttershy exclaimed, finally afforded some small degree of relief, even though curtains of fuchsia and pink made it exceedingly difficult for her to actually see the draconequus.

“Discord!” Applejack said, far less amiably, with a hand slapping on the edge of the table, “Y’all best not have anythin’ to do with this whole mess, you slippery varmint!”

“Oh believe me, my dear farmpony,” he said while he alighted upon the back of the orange pony’s lower half, legs crossed and hanging over one side, and far enough away that she couldn’t twist around and reach him, “I wish I could have been so devilishly depraved as to concoct a debacle such as this. Why, just look at all of you!”

Applejack managed to get enough push with her hind legs to buck her rear upward, but Discord didn’t seem particularly inconvenienced by this motion launching him upward. “We’ve got Penis Pie,” he said as he landed next to Pinkie Pie and promptly prodded one of her nipple-shafts, and she yelped at the sensation of it wobbling, “and Rainbow Dong.”

“You think you can handle this much dong, bub?” the indigo column turned toward him before he could touch it, drooling colorful seed while licking its lips.

“Ooh, quite sorry, I’m going to have to ask you to…” Discord reached behind his back and pulled out an oversized cork which he proceeded to shove in between the penis’s bloated lips. It continued to make muffled noises while Rainbow Dash made a sharp cry of pained arousal as one might expect of somepony who had a cork shoved into their penis.

“Where was I? Oh, yes.” There was a puff of smoke as he disappeared, and Rarity flinched when he reappeared beside her. The draconequus was now wearing a polka dot bikini with a pair of watermelons stowed in the top and an eggplant tucked into the bottoms, lipstick sloppily smeared around the end of his muzzle. “I have to admit it’s quite the look. Do you think it has a chance of catching on?”

“I should hope not, I shudder to think how much fabric I’d need to make a dress for all…this,” Rarity replied dryly, glancing down and back over herself, toward the bulbous arthropod abdomen that rose up behind her.

“Look on the bright side! You can always settle for being a fabulous dinner table.” He spread a garish yellow tie-dye cloth over that rotund rear end, and then deposited his errant fruits upon it. Rarity scoffed and grumbled before shaking it off.

“Discord, can you please get to the point?” Spike asked with the tired patience of a friend who was used to putting up with someone’s shenanigans, thankfully eliminating the need for either Rarity or Twilight Sparkle to let their frustration get the better of them.

“Oh, very well, if I really must,” he replied with an exaggeratedly heavy sigh. “The point—” He now took out a strange blocky white arrow shape which he then began to wave around like a teacher’s pointing stick, gesturing to Ponyville on the map. “—is that I’ve been observing everything that’s happening thus far, and though it puts me at great pains to deny the world of such delightful chaos, I will have you all know that I have, in fact, been attempting to correct this travesty which you’ve managed to get yourselves caught up in.”

“R…r-really?!” Twilight Sparkle asked, stunned. For once, it seemed there was something that was turning out their way.

“Wow, Discord, you’re really turning over a new leaf on us and we didn’t even need to twist your arm for it?” Spike then said, gently teasing, rocking his hip to bump against the draconequus beside him.

He seemed momentarily perturbed by this, getting knocked by an ass that could crush him, but he quickly rebounded. “But of course!” With another poof he reappeared beside Fluttershy, floating off the ground so he could be by her shoulder. “How could I permit such a foul fate to be foisted upon my dear, sweet…not-so-little Fluttershy? Even if it does make her…” His gaze momentarily cast over the pegasus—her enormous stature, her swollen genitalia, her distended lips, her malformed nipples, her overwhelming musculature. “Goodness, you really did get a lot bigger…” he muttered under his breath before concluding, “just a tad more interesting to look at.”

A soft, wet chuckle rose from Fluttershy’s throat, a sound which was approximately mirrored by the mouths on her breasts. “Oh, Discord, I always knew you had it in you to do the right thing.” She then reached out to wrap an arm around him. It was a gesture that might have been purely inoffensive were it not for the fact that she now thoroughly eclipsed him. A simple sidelong hug instead had him pinned in between her bicep and the side of her bosom, squeezing the air out of him in a choked gasp. “O-oh, s-s-sorry,” she quickly apologized, lessening the pressure.

Discord coughed, and when he disentangled himself from the mare’s grasp a section of his torso had been crushed flat as paper. “Ponies, I swear,” he grumbled before sticking his thumb in his mouth and blowing, reinflating himself with a loud pop. “I can’t claim to know exactly what this magic is, but I can feel there is something akin to chaos within it.”

“So were you able to figure out some way to reverse the corruption?” Twilight Sparkle then asked, the question that was surely at the forefront of everypony’s minds.

But Discord’s expression turned dour, his ears drooping slightly. “It is with the utmost regret that I must admit I have not,” he replied with a wistful and melodramatic sigh, a statement which prompted the shoulders of everypony else to sag, “I have been engaged with my own tests and research, but I was unable to produce any desirable outcome.” But then, just as the alicorn was allowing disappointment to sweep her away, he looked toward her, squinting, gaze focused on her distended midsection, “I suppose there is one thing I can do—just a small gift, from me to you, I assure you, considering I ought to be doing the same for dear Fluttershy.”

With a snap of his fingers, the tension within Twilight Sparkle’s gut vanished all at once. The sudden shift nearly caused her to lose her balance as her belly shrank inward, no longer stuffed full of the fluid which had been injected within her, now merely flabby and sagging in its consistency. A small coo of surprise and subtle elation coincided with the same thing transpiring for Fluttershy, abdomen shrunken down until it was flat once more, letting her breasts hang freely over her front and fully revealing her cock and balls once more.

“Oh, th-thanks, Discord, that was getting to be…a bit tiresome,” she said, exhaling in her relief. She tried not to dwell on how she was still far more encumbered than she liked. At least there was now no longer the quandary of impregnation that had been lurking at the back of her mind to worry about. “But…” She looked around the room uncertainly, finding nothing out of place. “What did you do with all that…mess?”

“Please, princess, don’t you have more important things to worry about?” Discord snapped back.

= = = = =

It occurred to Big McIntosh that there was something important he ought to be doing.

Something very important.

Something…somepony…

Somepony important…

Oh, that’s right, Mayor Mare.

And so he resumed thrusting into the mare, spurred on by her shrill cries and cheers with each pumping repetition. “Two, four…six…eight,” she groaned laboriously, panting each syllable, “who do…we…we…ahhh…” Coherent words devolved into wild calls of pleasure. She balanced perfectly upon her buttocks, exaggeratedly round globes which were bigger than yoga balls, baring her similarly engorged breasts for him at the same time. Her whole torso distended and stretched from the girth of his penis inside her, rhythmically sliding in and out without any sign of relent. Her head lolled about limply on her neck, shaking her mane, soft pink with shocks of purple.

Some part of Big McIntosh pondered why everypony called her Mayor Mare when she wasn’t the mayor, nothing more than a modest cheerleader. That question silently swallowed itself up without a second thought being offered to it. That wasn’t what was really important. What was important was the mare before him, her succulent curves drawing every facet of his attention. It didn’t matter that his ability to see her was impaired by the glossy mound rising past his muzzle or the shaggy carrot-orange locks which hung over his brow. All that mattered were the legs spread before him, the loins he had impaled, the glorious mammaries which he had grasped in his meaty hands. The cacophony of ponies engaged in coitus all around the town square had turned into background noise, and he wanted nothing more than to contribute to that as well.

Big McIntosh was ready. A shout was building within his lungs. It was going to be the loudest “Eeyup!” he had ever uttered. Until the next orgasm, anyway.

His mouth opened.

And then he was soaked, drenched by a spontaneous flash of a downpour, splashing all around him. Red fur matted against his bulging, sinewy frame, mane flattened and limp. The heat of the moment was gone all at once, leaving him panting heavily. He didn’t have to look down, though, to recognize the heady scent of cum in place of water. Though, when he did look down, he was met with the strange sight of muddy rainbow swirls mixed in with the white. Curious.

Not curious enough to distract him from Mayor Mare’s groaning. Her stomach had been added to the taut, engorged spheres that comprised her body. He must have ejaculated while he was distracted.

He had to suppose, then, that he’d have to go for another round. It was what really mattered at a time like this.

= = = = =

Twilight Sparkle clenched her jaw again as she looked toward the cutie map and the marks that floated over Canterlot. Discord was right, of course. Their present objective remained, and the fate of Equestria rested on their shoulders. “Yes, but…” she thought aloud worriedly, “how are we supposed to get to Canterlot? While everything is…like this? While we’re like this?” She gestured to herself and to all of the ponies in the room, standing in place awkwardly as they too considered the severity of their present circumstances coupled with the discomfort which their transformed bodies imposed on them.

“It is indeed quite the predicament,” Discord agreed while languidly floating overhead in a lounging posture. “Why, even if it were all downhill and you could roll all the way to Canterlot, I’d estimate it would be some three hours before you got there, and then another hour before you stopped being too dizzy to do anything about it. I don’t know how it always is that you ponies manage to get yourself into these problems. I swear, I look away for five minutes and you’ve got another apocalypse happening! But no matter—” He twisted around and righted himself, and all of a sudden he was wearing a cape that dramatically billowed behind him and a mask over his eyes. “—for once more, I, Discord, am here to bail you out of the jam you find yourselves in.”

“I thought you said you couldn’t do anything about the corruption, though,” Twilight Sparkle said exasperatedly, slumping into her own bulk, “and even if you can, we don’t have time for you to keep trying until you figure something out. We might be too late even now for all we know!”

“Correct, I did say that much,” he replied, and then he smirked and gestured to her with finger guns (complete with miniature scopes for range and accuracy), “but I can still get all your fat asses to Canterlot.”

“…Oh, right,” the alicorn said dumbly.

Discord snapped his fingers and disappeared, and a moment later he was behind her, patting her on the head. “Honestly, Twiggles, you need to do something about that ‘overcomplicating problems’ problem you have.” Then he circled lazily around the room, passing by each of the ponies and one dragon. “So you all just give me the signal when you’re ready, and I’ll send you on your way so you can do the usual rainbow lightshow shtick.”

Twilight Sparkle sighed exasperatedly before she looked across the table at her friends one by one, and she saw her anxiety and doubt mirrored in their faces (what little of them was discernible, at any rate). They were all experienced in the act of saving Equestria, but those were under circumstances in which they weren’t having to struggle with extremely basic things like seeing past their muzzles or putting one hoof in front of the other. She knew what she had to do, for the sake of her home and everypony she loved, but she wasn’t sure that she could—

“Twilight.” Spike’s voice drew her attention toward him. He was glaring at her pointedly.

“Wh-what?” she asked in turn, confused by this accosting look.

The dragon continued to stare at her for several seconds before his purple lips slowly curled into a knowing smile. “Don’t tell me you were just about to go off on some speech about how we don’t have to go with you if we don’t feel up to it.”

“U-uh…I…” she stammered, mouth hanging agape.

“Don’t even think about running off without us, Twilight!” Rainbow Dash shouted before the alicorn could come up with a response, rocking forward so she could slap her palms on top of the table. “I don’t know what this singularity thing is, but I’m not letting you kick its ass without getting a few hits in for myself! I’m not gonna just sit around here and wait for you to come back, I’ve got pent-up aggression for days over here and I need somepony to let it out on!” Her penis, for its part, seemed to nod stiffly in agreement and make continued muffled noises.

“What she said!” Applejack added, also leaning forward, her eyes blazing intensely, “I’m not just gonna sit around after somepony toyed with my emotions! I don’t care if I’m fulla foals or if I’m talkin’ like some prissy southern snob, I’ll park my butt on ‘em until they beg for mercy if I have to!”

“I think we all know a lot about parties, Twilight,” Pinkie Pie said, both thoughtful and playful, “and if there’s one thing I know it’s that you don’t split up the party right before you go into the last dungeon, it’s just begging for trouble! And if I’m not there with you, who’s going to give out celebratory cupcakes once we’re done?”

“Um…” Fluttershy had her hands clasped together under her chest. “I…I want to help. I know I can. I definitely can.” She spoke quietly, but there was a certainty to her voice far beyond what she was usually capable of.

“Really, darling, what did you expect?” Rarity chortled while waving a hand at Twilight Sparkle. “Did you think we’d all just shrug our shoulders and stay here while you do the important work? We’re backing you up every step of the way.”

“Definitely gonna take a lot of us to back up that wide load,” Pinkie Pie commented with a chuckle, reciprocated by the rest of them, even Twilight Sparkle herself.

“Come on, Twilight, we’re in this with you,” Spike said quietly as he sidled up beside her and reached behind her back, claws gently caressing her pliant flesh. He was so much taller than her, made even taller by his long neck, and so very different. His hip pressed over hers, the side of his enormous scaly breast rolling over her front, one of his throbbing shafts brushing against her stomach. It made her uncomfortable, but not so much as to outweigh the gentle warmth they shared with each other. Those bloated lips distorted his smile, but it couldn’t hide the tender care in his eyes.

Twilight Sparkle smiled back, and then she looked out to the rest of them. “Yeah…okay. Then we’re all ready—”

“Okayhavefunbye!” Discord hurriedly blurted out before snapping his fingers, and with seven puffs of smoke he was left alone in the throne room, the hum of the map dimming now that its emissaries had been sent forth. “Honestly, if they were in such a hurry, you’d think they wouldn’t sit around faffing about for so long with their sentimentalities,” he scoffed as he draped himself across one of the seats that stood around the table. “Well, I’ll give them about an hour.” He set an hourglass on the counter before then taking out a book and thumbing through it. “Should be enough to get me through a few dozen pages without any inter—”

“Twilight?”

The voice rang through the castle halls, so conspicuously timed that it was as if fate had conspired to impose upon the draconequus in the same way that he had to the alicorn.

“Twilight, are you here?” another voice called, a younger mare.

Then a door creaked open, and in peeked two ponies in slightly dampened pajamas.

“D-D-Discord?!” Octavia exclaimed, frightened, promptly backing away.

“Oh, great, more of them,” Discord muttered under his breath, quietly pondering if he should consider brandishing a giant flyswatter to make them leave.

“What’re you doin’ here?” Apple Bloom asked, just a hint of indignation giving her a tad more resolution—an admirable effort, he would admit. “Where’s Princess Twilight? She said she’d meet us here!”

“Sorry, fillies,” he replied with a noncommittal shrug, “I’m afraid the plot train has already left the station without you.”

= = = = =

Bright Lance found himself wondering again when the sun was going to rise. His eyes cast toward the window looking out toward the east again. The sky beyond was still dark and dotted with stars, the lights of Canterlot below on the mountainside, not a single hint of rosy dawn reaching over the horizon. He was sure that the sunrise should have come by now. It was one of the best parts of being on guard duty at Princess Luna’s tower and he had specifically asked to be here. It would be a terrible shame if he were to miss it.

Oh well. Maybe by the next orgasm it would come.

“Ha, come,” he said aloud with a giddy giggle.

Many ponies would think that guard duty was a boring task to be saddled with, no doubt, but it wasn’t too bad. Nothing of note ever happened in a place as nice as Canterlot, so that just meant plenty of time to pleasure oneself. Of course, it was best when one’s post was alongside somepony else, as Bright Lance’s post was supposed to be. He thought Comet Trail would’ve come back by now, but there was still no sign of her, either. He still couldn’t fathom why she’d run off screaming the way she did, nearly tumbling down the stairs. All he knew was that Captain Brazen Shield wouldn’t be pleased to hear about it.

He was on the verge of losing himself in the motions of rubbing and groping at his body when he heard something. Not hoofsteps coming back up the stairs as he might have hoped to hear, be it Comet Trail or perhaps somepony else to inform him of why the sunrise hadn’t come, it was a sound that came from behind him. Behind the tall blue doors. A quiet, rapidly repetitious noise. Scratching.

Odd. What could be trying to get out of the princess’s quarters? And why?

But those rational thoughts were swallowed by the void.

Dragging his testicles with him, Bright Lance shambled backward until he was in position to pull on the door handle, swinging it open with a laborious creaking. “Hello?” he called into the crack between the heavy wooden panels.

Almost immediately, a small furry shape emerged, squeezing through the opening, white and grey and pink, screeching before going careening down the steps, almost in imitation of the way Comet Trail had run.

“Hey, Tibbles!” he shouted after the possum, even though he had already vanished from sight, shrill voice remaining a bit longer. “What’s the matter?! You shouldn’t go running around the castle by yourself! The princess is gonna worry about—”

Sound. Movement again. Crashes and loud thumps on the other side of the still-open door. In the time it took Bright Lance to turn around again, it occurred to him that the commotion was getting louder. Coming closer. Should he be doing something? His training hadn’t accounted for anything happening while on his watch.

His lips parted to speak.

The doors flung open with a slam, partially torn from their hinges, in the process smashing into the stallion and sending him flying off his hooves, tumbling until he was on his back and the weight of his cock came to a rest on top of him. Bright Lance pushed the throbbing mass away, just in time to see the hulking shape that came to loom over him. There was so much to see that he didn’t even know where to start ogling. It was an assault upon his senses.

“Oh,” he said flatly, so desensitized that he didn’t even feel himself cumming, “that’s hot.”

And then he was seized by his shaft and pulled into the moist.

Author's Notes:

Ever wake up with a hangover except instead of having a headache you're a bimbo monster?

This is where things got complicated because I'm having to juggle a bare minimum of seven characters at once in every scene. Eight if you count Rainbow Dash's cock. Also having to walk a fine line of the disorientation and discomfort that these characters feel at their present circumstances and the unavoidable pleasure that they are still wracked with.

We're just handwaving how incomprehensible most of these characters ought to be with their lips as big as they are, especially Fluttershy.

I want to believe I implemented Discord well without him being excessively overbearing. At one point there might have been more with him explaining what he had found about the corruption but I think that would have dragged on too long.

I finally had to resort to making up original ponies because I don't know of any named royal guard characters other than Flash Sentry.

"into the moist" probably sounds awkward but it was supposed to be another Hiss reference so whatever.

If you enjoy my work, consider supporting me on Patreon or Ko-Fi!

Chapter 11: Dissension

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Between.

Twilight Sparkle drifted weightlessly. She might have welcomed the sensation of being so unburdened, however brief it was.

The smoky abyss surrounded her, swirling with the dust of eternity kicked up in a frozen wind.

What would await her? Could she handle it? What would happen if she couldn’t?

The black prowled through the nothingness, a storm of emotion. It was billowing in her direction.

She couldn’t see her friends. She hadn’t the faintest idea where they might be. They could be miles away for all she knew, unable to help her.

But she could feel them. She was aware of them. They burned within her heart. They could not be separated so easily.

The black recoiled as if struck.

And then there was color. The real world. Equestria.

The words “to go” came tumbling from her mouth before her knees buckled and she nearly collapsed.

“Whoa, careful there, Twi!” Spike’s hands found her just in time. He held her gently, only for his grip to slacken, seeming just as taken aback at the feel of her pliant flesh as she was by the sensation of his claws squeezing her.

“Th-thanks, Spike,” she muttered back in turn while steadying herself once more, reacclimating to the weight and the pressure.

“Oogh, I think I’m…gonna hurl,” Applejack grumbled from somewhere nearby.

“Wh-where are we?” Fluttershy asked aloud, though she might have been having difficulty seeing their surroundings in the first place.

Twilight Sparkle looked past her friends (and her lips). They stood on a broad cobbled stone path, carving its way along hills. In the distance below them there were the dark shapes of buildings, trending toward considerably taller and grander structures than the likes of those seen in Ponyville, metropolitan centers and grand estates. Not unlike Ponyville, though, there were a great many lights on among the houses, uncharacteristic for the dead of night (even though the alicorn suspected that it ought to be morning by now), in a scene that was reminiscent of the last time she had teleported to the outskirts of a town. She had no doubt that Canterlot was experiencing a similar state of unrest at the metaphysical hands of the corruption.

But she was reasonably certain that their objective was not down there in the city. No, everything they had learned pointed to the subject of their mission being two particular ponies. So, instead, she turned about and looked in the other direction the path went, to where the slope leveled out, and beyond that…

She balked.

Canterlot Castle was decidedly different. She recognized the approximate structure of the architecture sprawling across the field, spilling over the side of the mountain and hanging in open air. She saw the pale marble and the golden accents along the gates and rooftops and high towers that would appear to glitter and gleam in the light of sunrise or sunset. But the shapes of the buildings had been…distorted, as if a giant hand had taken them and reshaped them as easily as clay. And there was a very obvious pattern to it all. Minarets that no longer tapered to points but were thick and ended with bulbous phallic flares. Rooftops bulging into domes that were topped with the raised bumps of areolae and nipples. The front gates, which were laid open before them, had their opening swollen into the shape of bulging labia. The whole structure twisted and distorted toward the farther half of the complex, the anatomical bodies becoming larger and more numerous. The wing that she thought contained the throne room looked like it had been molded into the shape of a mare’s torso, rounded stomach and bared breasts holding up the chambers above it.

And yet even beyond all that, which no doubt the others beside her were now drinking in as well, there was still the aura which surrounded the castle. The air itself was rippling, pulsating with virulent magical energy, crackling pulsations of purple rippling like an aurora. Even just in looking at it, Twilight Sparkle felt herself drawn in, a silent call to venture in and discover what must await her. Immediately in that moment, she understood what the message had meant when it described this event as a “singularity”: something which threatened to consume and eclipse all of Equestria as they knew it.

“I can’t say I’m a big fan of the princesses’ redecorating,” Rarity mused with a grimace behind her lips, “it seems terribly garish.”

“I dunno, it’s kinda got a consistent feel to it, at least,” Pinkie Pie added, holding up her hands in front of herself to frame the castle in her field of view, “I can appreciate them being up-front about this, so many monarchs would prefer to hide their affairs from the public.”

The white unicorn gave a grumbling hum.

“So that’s where we gotta go, right?” Rainbow Dash asked, cracking her knuckles. It couldn’t be said how much use she was going to get out of her fists when she was more likely to smash into another pony with her lower body.

Twilight Sparkle nodded hesitantly. She felt her anxiety flaring up anew. “We can’t be sure what might be ahead of us. I don’t like the way this magic looks; we have no idea what it’s capable of.”

“Can’t be much worse than standing around here and letting it keep going, can it?” the pegasus scoffed back, and she flapped her wings and laboriously carried herself forward.

“C’mon, everypony, let’s find some flanks to kick!” Applejack crowed, a battle cry to rouse their ragtag crew of soldiers.

The alicorn watched as if in slow motion while her friends stirred one after another, taking their first steps down the road toward the castle gates. It wasn’t so much that she felt the situation spiraling out of her control again, not necessarily that she wanted to rein them in. It was that seeing all of them move with so much more ease than her made her all the more conscious of the exertion she had to go through just to put one hoof forward, the weight that she carried and the flesh that ground together. She felt as if she was getting used to it, but that wasn’t making it any easier, especially with the pangs of arousal that throbbed through her loins.

“Twilight, are you okay?” The sound of Spike’s voice from beside her was such an interruption to her focus that it was like an explosion, prompting her to gasp and flinch. He preemptively steadied her even though she didn’t lose her balance this time.

“I’m f-fine,” she stammered back, unconvincing to both herself and the dragon. “I don’t…I don’t need help with…” Her mouth shut itself, as if unwilling to finish the sentence. She didn’t want to admit that the effort of walking alone was something she couldn’t do on her own power.

“Twi…” Spike looked at her sadly. His palm stayed on her shoulder. But he didn’t say anything else, didn’t try to coerce her to respond.

“Oh, sorry sugarcube.” The two had been so caught up in their moment that they didn’t notice Applejack trotting back in their direction. She rubbed the back of her head as she looked over Twilight Sparkle, particularly her crowded legs and groin. “Guess y’all got a hard time walkin’ ‘round like that, huh? Gosh, an’ I thought I was havin’ a rough time with this.” She gestured to the lower body extending back from her waist and she chuckled wryly.

“O-oh, n-n-no,” she stuttered, emphatically shaking her head, even as her neck and jowls jostled, “I’m j-just…just…” Once again she found herself unable to say anything else.

“Now, Twi.” Applejack’s voice grew stern as she crossed her hands over her chest. Despite the absurdity of her proportions, it was quite effective at completing the image of a mother scolding her foal. “I would’ve thought you’d know better by now than to try to hide your problems from us.”

Twilight Sparkle shrank into herself, clutching at her stomach, unable to bring herself to make any further denial, doing a good job of playing the role of the misbehaving child caught with their hand in the cookie jar.

“Well, nothin’s gonna get done if it takes you an hour to waddle your way over to the castle.” The orange pony turned around, facing away, before lowering her rump to the ground, and she patted her back again. “As long as I’ve got this, why don’t I give you a ride?”

“A-Ap-plej-j-jack!” she exclaimed, feeling a blush rise on her cheeks. “I can’t…” A sharp glare from those emerald eyes silenced her, so instead she asked, “Are y-you sure you can…handle that?” Her own eyes were now drawn toward the earth pony, to the gravid womb of her underbelly, its girth inhibiting her ability to sit down.

“Aw, Twi, you know you got nothin’ to worry about,” Applejack replied, winking now, “I’m an Apple, I’ve had to deal with worse nonsense than this. C’mon, Spike, give ‘er a hand for me.”

“You got it, ma’am,” Spike replied with a chortle before he pushed on Twilight Sparkle, urging her forward. She could only sputter in protest as he dug his hands underneath the folds of her sides to grip her by the waist. He grunted as he pulled, lifting enough for her hooves to part with the ground, and he slid her forward onto Applejack, who completed the process by backing up underneath her and raising her hind legs. This resulted in an exclamation of shock from both of them as Twilight Sparkle felt the toned form of the earth pony press against her, into her, sliding between the swollen mounds of her groin.

“Ooh…that’s…” Applejack grunted, trembling from the exertion.

“A-Applejack, are you ok-kay?” she hurriedly asked, “is it t-too much for—”

“I’ll be fine, sugarcube,” she interjected through a strained grin, “I jus’…wasn’t expectin’ you to be so…moist.”

The blush on Twilight Sparkle’s cheeks made it feel like she was burning up. She was conscious of her gut pressing against the back of the mare’s upper torso, and between her ass cheeks and nether lips she was just about completely covering her lower body. The firm structure of her back, the bones and the muscles, ground against her clit, spiking through her brain. All the same, that didn’t stop Applejack from starting forward, steadily, if slowly, putting one hoof in front of the other, four legs moving in a doubled rhythm.

“C’mon, Spike, don’t dilly-dally!” she called back over her shoulder at the dragon, “Come walk by me, make sure the princess here doesn’t slip off!”

Spike came up beside the mares, managing to walk without much difficulty by keeping his balls in front of his legs, rolling from one side to the other with each step. “See, Twilight?” he said to her, still taller even with the added height she had from perching on top of Applejack. “It always helps for friends to stick together, even at times like this.”

Twilight Sparkle didn’t reply—partially owing to her continued mortifying embarrassment. As they caught up to the rest of the group, though, she noticed that they were paired up as well. Rarity stood beside Fluttershy and led her along by the arm, guiding her forward through the difficulty that she had with seeing. Not that Rarity had much of an easier time herself, still having to push down on her lips. Pinkie Pie had tied a rope around Rainbow Dash’s cock again and was helping to pull her along like a balloon while also chatting to her phallic head, despite the cork preventing it from responding with more than muffled moans. The pegasus herself seemed to have difficulty doing more than flapping her wings to keep herself aloft alongside the buoyancy her buttocks provided, squirming uncomfortably, testicles shaking underneath her.

“You okay, Rainbow?” Twilight Sparkle called to her.

“I…ugh,” Rainbow Dash grunted back, “it’s these bucking nuts, they just keep filling up!”

“We can always take the cork out,” Pinkie Pie chimed in, one hand already reaching toward the obstruction jammed into the mare’s urethra-mouth.

“No way!” she shouted immediately, no matter how much of her discomfort the cork might have been contributing, “Then this damn thing is gonna start running its mouth again!”

“Aw.” The pink pony wilted disappointedly, and the penis mirrored her by becoming slightly less erect.

Twilight Sparkle chewed on her lip before turning her attention to her other side. “What about you girls?” she asked to Rarity and Fluttershy.

“Hmm?” The unicorn looked toward her, distracted, as if she hadn’t heard anything until that moment. This was accompanied by her stumbling as the rhythm of her six legs was broken, and Fluttershy gasped when this jerking motion pulled on her. Thankfully, neither of the giant mares fell over. “O-oh, well, I’m…managing, I suppose,” Rarity mumbled while she corrected her pace. “It’s so utterly bizarre, Twilight, but…” She passed her palm over the sprawling curve of her chest, a single breast that was gargantuan in its girth, pliant flesh compressing in response to her touch. “I can’t entirely bring myself to say that it’s…unpleasant. Even considering the extenuating factors that are present.” Much like the alicorn, she had her own obstructions lining her undercarriage, and despite her efforts to do otherwise she couldn’t always keep her legs in such a position that her hanging teats weren’t dragging across the road, each brush eliciting a twinge across her features. “Were our circumstances less dire, I would take the time to explore how best to accessorize these forms. Just think about the ensembles that might be possible with such extravagant bodies.”

“You’d need a whole roll of fabric for just one dress, Rarity,” Fluttershy commented with a quiet giggle.

She chortled back and replied, “Such are the sacrifices that one must make in the name of fashion, darling.”

Twilight Sparkle allowed herself to put on a faint smile, warmed by this display of sincere affection, and she then asked, “What about you, Fluttershy?”

The yellow pegasus quieted momentarily before responding, “I’m okay.”

“…Okay?” she repeated questioningly.

There was a longer pause before the next answer. “I don’t…understand it,” Fluttershy admitted, “but…I like the feeling it gives me.” She reached to touch the base of her shaft, swaying from side to side as she walked, in the process pushing into the side of her bosom with her meaty arm, and the pressure prompted her nipples to sigh delicately. A soft blush rose on her cheeks. “I feel…capable.”

It was absurd, but Twilight Sparkle thought she understood. She couldn’t deny that she would have relished in the opportunity to better explore what had happened to them, as well as what they might be capable of. Beyond the impossible anatomies which each of the ponies possessed, it seemed as if the physical tolerance of their bodies had increased dramatically. Applejack was certainly a testament to that right now. On that note, she leaned forward and spoke, “Are you holding up alright, Applejack?”

“Jus’ fine, Twi,” she grunted tersely.

There was a tense quiet. “…Do you…feel alright with the whole…”

“I don’t want to think about it right now, if you don’t mind,” Applejack muttered.

Twilight Sparkle’s bulk prevented her from leaning forward, so instead she ignited her magic and brushed a fragment of ethereal light against the mare’s back. She sighed quietly.

The castle walls soon loomed over them, the gaping vaginal gateway welcoming them. The drawbridge had been left open, and it creaked when all seven of them (technically six, given Rainbow Dash wasn’t actually walking) were standing on it, but it remained steady. The fur along the nape of Twilight Sparkle’s neck bristled as they all stepped over the threshold. She could see the currents of energy that twisted through the air, lashing serpentine bolts of corruptive magic eagerly seeking something to latch onto.

“Gosh, the colors really do come out this time of year,” Pinkie Pie remarked out of the blue, and the others turned to see what she was looking at.

The walls of much of the palace were painted a rich purple color. On this day, however, it looked as if the paint was in the process of melting. Murky swirls and splashes of shades of amethyst were irregularly spread across the entirety of the walls in the entrance hall, only interrupted by distinctly phallic marble columns that held up the ceiling. Not only that, but the rippling patterns were moving. Like curling wisps of smoke, or a drop of blood in a clear glass of water, the purple churned across the walls of the castle halls, forming billowing inchoate shapes. It was not unlike the magical resonance that pervaded the building, but Twilight Sparkle also dimly thought it resembled the shadows that she had seen prowling in the Between. The corruption was raw and unfettered here.

But her attention was drawn just as much to the ponies who were scattered about the chamber. She assumed that they were the royal guards, and on some of them she could see the remains of armor clinging to their frame, but one would never expect these creatures to be the loyal soldiers with their stolid composures and refined physiques who stood in support of the crown. Ponies of forms that had been warped and distended and swollen, bending over each other, groping and bucking. Their indistinct groans of pleasure produced an eerie chorus, resounding across the room. It didn’t seem as if they noticed that there were intruders—even if the alicorn and her friends would typically be guests of honor—in their midst. Between the guards not doing their due diligence and the gates being wide open, the castle was open for anypony to just waltz in. Of course, anypony sensible would be liable to just turn back at the sight of all this.

“D’you think we should ask any of them if they’ve seen that singularititty lurking around?” Pinkie Pie then asked.

“We’re better off not disturbing any of them,” Twilight Sparkle said, ignoring the conspicuous misspoken word, “we can’t afford to waste time.” She doubted there would be any cogent answers anyway.

“Shouldn’t we…try to do something to help them?” Spike asked next, worriedly looking from one tangled mess of bodies to the next.

“They’ll…be fine,” she replied, trying not to sound unconvinced even as she watched a pair of guardsponies yowl simultaneously in release and pump semen into the breasts of a third, having penetrated their nipples. “The fewer distractions we have to deal with, the bet—”

She didn’t get to finish her sentence before a new set of thunderous, quaking hoofsteps rang out, and a figure came lumbering into view of the open doorway that led to the rest of the palace. Twilight Sparkle dimly recognized the dark bronze coat and rust red mane, albeit splashed with purple and blue, as belonging to Brazen Shield, formerly the Night Captain, now Captain of the Guard after Shining Armor had left the position open. He had always been a particularly burly specimen of a soldier, but he now appeared more akin to an overgrown ogre, a veritable wall of meat that just about completely filled the opening he stood in, a mountain of fat and muscle from head to hoof. His plump lips couldn’t hide the sharp definition of his chin and cheeks, or an expression which could have only been described as hungry, looking over seven scrumptious morsels before him. There was also something about his eyes, though, that struck as being particularly glassy even in comparison to other corrupted ponies they had seen.

The alicorn was preparing herself to cringe at whatever he was about to say. Certainly some crass and hypersexualized comment about the lot of them and how eager he was for fornication, or worse. She felt that the others were steeling themselves as well, Applejack tensing beneath her, ready for a charge.

Instead, when Brazen Shield started to mumble, poorly enunciating his syllables but distinct enough to be coherent, the words were immediately familiar. “Seeds sprout…and…take root,” his gruff voice came crooning at them along with a susurrus of whispers.

“What?” somepony stated flatly.

“Let…passion…guide you,” he murmured while taking one laborious step forward.

And then another voice from the rutting masses of ponies spoke up. “Consume the chains…that seek to bind you.”

The chorus rapidly transformed into a dull chant, the words that had buried themselves into their subconscious minds.

“Caress their sweet nectar. They clamor for your reprise. Time slips through a sieve. Pain is a distortion of the real. Your colors are running together.”

“Twilight, I don’t like this,” Fluttershy whimpered, shrinking away despite her own immense and imposing physique.

“Haven’t we heard this?” Applejack asked, warily trotting in place, now eyeing all of the ponies around the room suspiciously.

“I faintly recall hearing it…it was always at the back of my brain while I was…under control,” Rarity said grimly.

“Twilight.” Spike turned toward the alicorn, eyes wide. “Do you think this is the singularity?”

“I…I don’t know, it might be,” she muttered, her mind abuzz with the possibilities presented to her, “or at least it’s related to it.” It seemed to her that this was an effect of the corruption taking greater hold over ponies, completely subsuming their personalities in favor of the mantra of pleasure that bound them together. The atmosphere around them was growing hot and heavy, cloying, weighing upon them as if it were a physical force. She didn’t know what this might entail, but all that mattered to her present tunnel vision was that there was something standing in their way, and every second they spent deliberating over it was another second that they weren’t getting to the heart of the problem.

“Pinkie.” All eyes turned toward Rainbow Dash. The pegasus was squirming and bucking her hips at the air. She kept flapping her wings, but that had no effect in keeping her balls—which seemed noticeably larger than they had already been—off the floor. Nonetheless, she kept a resolute, if discomforted, expression. “When I tell you to, take the cork out.”

“Ooh, okay!” Pinkie Pie replied with eagerness and a hint of devilish mischievousness. It seemed as if she immediately cottoned on to what Rainbow Dash’s plan was without anything more, as she not only positioned herself with her hand on the cork but also hefting the indigo cock over her shoulder. They both held the shaft steady, aimed at Brazen Shield, whose own giant penis was throbbing and pulsating as it jutted out from beneath his gut, ready to skewer some pony along its length. The face at the tip of the pegasus’s cock grinned through its makeshift gag.

“You all might want to…get out of…the splash zone,” Rainbow Dash muttered, and the others were quick to step back. She was already locked into the rising high toward climax, jaw hanging agape. Brazen Shield now had his focus entirely upon her and Pinkie Pie, bearing down on them.

“Rainbow!” Applejack called, worry etching her tone, and Twilight Sparkle again felt her tense up.

“N-now!” Rainbow Dash cried while thrusting her hips forward.

“Fire in the hole!” Pinkie Pie shouted as she yanked out the cork.

The orgasmic eruption was accompanied by a loud boom that was nearly akin to an explosion. Cum jettisoned from the pegasus’s loins as if launched from a cannon, and the colorful fluid was no longer a muddy mix of color but a vibrant rainbow. The stream hit Brazen Shield straight in the chest, splattering erratically in all directions, and though it didn’t silence his murmuring it did prompt a flash of surprise to cross his brutish face. He stood his ground for a scant few seconds before the force of the ejaculation toppled him, the resulting earthquake nearly toppling everypony else as well, for a moment seeming as if the whole room might collapse around them before finally the chaos ended. Brazen Shield groaned and languidly writhed on the floor, but seemed unable to right himself. The chanting murmurs died down, leaving only the clamoring cries of passion from the orgy.

“Uh…well…that works,” Spike said, unconvinced of his own words, “awesome job, Rainbow…?”

But Rainbow Dash’s orgasm still wasn’t over. The eruption kept painting over the rippling purple on the walls and several other ponies caught in the crossfire, her enraptured groans adding to the cacophony around them. Her friends knew that she was one to go above and beyond, so it might not come as much surprise that she would do so even in such a vulgar display as this.

“…R-Rainbow?” Twilight Sparkle stammered, unable to keep from staring no matter how debaucherous and ludicrous this whole scenario was.

“Just…just a…” she panted in turn, gasping for breath, mechanically continuing to buck in a weak rhythm even as the flow of semen diminished from that of a broken water main to a fire hose, a garden hose, and finally a lazy dribbling.

This conclusion then resulted in the final few gallons pouring right over Pinkie Pie’s front, eliciting a plain exclamation of “Oh” as she watched the rainbow ooze slather across her breasts and her own penises.

“O-oh, sorry…Pinkie,” Rainbow Dash said, speaking tiredly, as if that orgasm had taken a lot of energy out of her, now hunching forward with her arms propping her up from the base of her cock.

“No no, Dashie, it’s fine,” the pink mare said while finally stepping out from under their makeshift cum cannon. Bright colors trickled over and clung to her. There was a soft hissing noise added to the sounds of the room, and Twilight Sparkle realized that was the sound of her own climax, three penises leaking gaseous semen simultaneously, now without any balloons to collect in. The face beneath her puffy mane was stricken with a strange curiosity, lips curled into a faint smile. Her eyes appeared glassy, almost listless, as she traced a finger over a breast, collecting a glob of colorful goo as if it were frosting from a cake.

Another prickle ran along the alicorn’s spine. She looked from one to the other, Rainbow Dash becoming increasingly lethargic, Pinkie Pie’s unabashed sexual craving. And as the earth pony raised that finger toward her mouth, her pupils pulsed with a red glow.

“Stop!” An aura of magenta light seized both ponies, holding them still, as Twilight Sparkle shouted. “Snap out of it!”

“Wha—?!” Rainbow Dash sputtered as she bolted upright, as if startled out of sleep.

Pinkie Pie blinked confusedly, her gaze darting about. “Huh? What happened?”

“Twi, what the hay’re you doin’?!” Applejack asked, twisting around to glare at the pony mounted on her back.

“I…” Twilight Sparkle felt her chest rising and falling heavily, and she felt the multiple eyes that were focused upon her, expecting an answer. “I think…they might’ve been starting to revert to the corruption’s control.”

“What?!” Rainbow Dash gasped in alarm, now undoubtedly completely awake.

“B-but…I was…” Pinkie Pie stammered, eyes slowly widening, “I’m not…sure I even remember what I was doing just now.” She clasped a hand against the side of her head. “It’s like a big ol’ blank in my noggin.”

“What could’ve caused that to happen?” Rarity asked worriedly.

“The corruption affects us by flooding us with pleasurable stimuli to shut out anything else,” Twilight Sparkle explained warily, “I think that…if we experience too much of that, if we give ourselves over to excess, that has the risk of jumpstarting the corruption all over again.”

There was a tense silence over the group (as silent as it could be, anyway, given the noise that still surrounded them). Those with penises suddenly felt a great deal more cognizant of the fact that they seemed to be permanently erect, their testicles clenching and spasming at erratic intervals and the slightest stimulation. Twilight Sparkle herself was suddenly filled with the impression that the lances of pressure spiking up through her body as her labia were pushed by Applejack’s rippling musculature were like a venom that was rapidly filling her bloodstream.

“…So we’re just going to have to power through and get this done, then,” Fluttershy muttered, anxious but decisive.

“I can approve of that much,” Applejack agreed.

Twilight Sparkle released Rainbow Dash and Pinkie Pie, also using a spell to clean the latter of cum as much as she could, eliciting a quiet, almost comforting giggle from the mare. They all tromped through the pool that had been made on the floor (Rarity earnestly tried to step around it, but there was only so much careful stepping one could do while maneuvering with six legs) and continued deeper into the palace. They were met with much of the same, warped ponies and warped décor, and of course fluids everywhere. Paintings and statues that depicted famous figures from Equestria’s histories had been remolded into lewd parodies thereof, figures bearing grotesquely exaggerated proportions and anatomy and engaged in gatherings of depravity where there should have been scenes of political import or glorious battle. There was strangely little consistency—Princesses Celestia and Luna were shown almost completely differently in each portrayal, different emphases, different additions, amorphous goddesses beyond the capacity for mortal artisans to capture. Guards stood about listlessly at random intervals, either pleasuring themselves or engaging with each other, and occasionally they passed by halls filled with ponies who were all moaning out the whisper of the corruption, prompting them to give a wide berth, walking along corridors where the floor and walls buckled and twisted around them.

They moved quietly and tensely, prepared at any moment for another pony, some other swollen monstrosity, to step out in front of them and try to stop their progress.

It was only ruined by a single voice.

“Aw man, can’t you just feel that?” Rainbow Dash’s cock said, crooning, licking its lips, “It’s in the air here. I can taste it.”

The pegasus continued in vain to attempt to shut the sentient appendage up, wringing and shaking herself. It had been deemed unsafe to try to use the cork again as it posed too much stimulation for her and letting her cum build up again could be catastrophic.

“What is ‘it’ that you’re tasting?” Twilight Sparkle asked, unable to quell her curiosity.

“What, you mean you don’t know, toots?” it asked in turn, and it snickered as it glanced in her direction. “Only the absolute motherload! There’s some real heat up ahead! I can’t wait to plow whoever’s presentin’ ‘emselves like that!”

“There’s gonna be a lot of heat, alright,” Rainbow Dash grumbled.

“You sure we’re headin’ the right way, Twi?” Applejack asked with her own cautious discontent.

The truth was that she definitely wasn’t sure. They should have had a straight shot to the throne room, but they were presently walking through a dining hall that seemed sunken inward at the center by the one blob of a pony that was feasting at the table, and this was immediately after passing through the guards’ changing rooms, stinking of sweat and juices. The occasional window that they passed by showed not any identifiable view of the mountainside but a murky void of purple and black. The castle had been completely scrambled without any sense of rhyme or reason, in such a way that she would have had a hard time believing that Discord wasn’t involved under different circumstances.

“I don’t really know,” she muttered, “but I don’t think it matters. I think we’re being drawn in. It’s only a matter of time before we get to the epicenter of all this.”

Sure enough, they only had to go through one more upside-down ballroom before they found themselves in the antechamber that preceded the throne room. Grand golden doors emblazoned with the sun and moon stood in wait on the wall across from them. The shifting hues of purple along the walls seemed more intense here than they had been anywhere else thus far, swirling nebulae of color that churned across their surfaces, seamlessly traversing corners from one side to the next. There were no guardsponies to be seen, chairs and tables sitting abandoned, save for one desk.

“Ah, greetings, Princess Twilight Sparkle and esteemed guests,” Raven Inkwell called to them with a languid wave, speaking in a bubbly manner—both in regard to her carefree cheeriness and the way her voice sounded like it was bubbling, words sopping wet. The unicorn was behind her desk, her form swollen and rotund, looking as if her middle was earnestly making an effort to swallow up the rest of her, limbs and neck sinking into the central mass. Her pale-furred skin was discolored by a shade of black that seemed to be bleeding through, the same black that oozed from her nipples and between her legs. The stench of bodily fluids was replaced with the acrid smell of ink. “Have you come to seek an audience with the princesses?” she then asked, unheeding of any of the stares she was receiving.

“Um…yes,” Twilight Sparkle replied with a moment’s hesitation. She couldn’t even begin to imagine what might be awaiting them. She didn’t want to admit that some part of her was still holding out hope that her fears were unfounded.

“Okay then!” The secretary’s horn lit up and levitated a quill toward a booklet on her desk, a necessity given that her arms certainly couldn’t have reached that far, scrawling something on the pages. “You’re all good to go on in.” When she turned back toward the alicorn, her expression and tone were perfectly innocent, but that didn’t keep her from seeming ominously threatening. “They’ve been waiting for you.”

With an audible gulping down of her fears, Twilight Sparkle nodded, and she urged Applejack onward. The farmpony was muttering something under her breath, prayers perhaps, for her sake and for her friends and family. Spike stood tall beside them, muscles along his arms tensing. Pinkie Pie retained a slight smile and spring in her step despite the severity in her eyes. Rainbow Dash had her brow furrowed and her jaw clenched, and it might have been for more than her continued frustrations with her phallus. Rarity managed a steady gait despite the unwieldiness of her lower body. Fluttershy had let go of Rarity’s hand to lumber forward on her own.

They were as ready as they could possibly be.

With a push from her magic, the doors opened.

Gravity pulled hard on them, toward a churning vortex of purple light.

It was as if the floor were tilting, the angle of incline rapidly increasing. Applejack’s legs buckled as her hooves tried to keep purchase on the red carpet beneath her, but there was little she could do while carrying Twilight Sparkle’s bulk, and the slope was quickly turning completely vertical. Even less once the cavalcade of engorged bodies slipped and crashed into each other one by one with a chorus of terrified cries and shrieks mounting in volume. The cushy softness that came from them pressing against each other wasn’t enough to provide comfort. Even Pinkie Pie couldn’t bring herself to scream joyously as she would when riding a rollercoaster.

They fell through, and the intense gravity momentarily turned into weightlessness as they tumbled. It was like drifting through the Between again. Twilight Sparkle might have theorized that that was exactly what was happening.

And then, as quickly as it began, it ended with them being sent sprawling. The landing was far from soft—Twilight Sparkle’s skull knocked against the ground in a jarring impact while one arm twisted underneath her back and her wings were smothered. She was certain those should have been severe injuries, but she found herself moving again without any difficulty. Perhaps there were yet some unexplored benefits to the corruption; the physical strength that allowed them to so elastically strain each other with their oversized members seemed to also apply to their durability. Her adrenaline was pumping, though she still found herself struggling to stand, both from her own weight and that of a body that was on top of her. “Is…is everypony alright?” she called out.

“I th-think so,” came a reply from the mass on top of her, which turned out to be Fluttershy, engulfing much of the lavender mare with her bosom, wall of lips pressed on one of her breasts. Then the thing prodding at her vulva must’ve been the shaft. “O-oh, s-s-sorry, T-Twilight,” she stammered once she realized what had happened, and she hauled herself upright.

“It’s alright,” she grunted back, appreciating when the weight was gone, and she used her magic to assist in standing up as well.

An immediate cursory glance was cast over the rest of her friends. Rainbow Dash was fumbling to right herself and the heavy ordnance of her groin once again. The others were all clustered around a hysterical Applejack.

“Oh st-st-stars, h-hey, c-c-calm down there a-all’a you!” the orange mare exclaimed amidst gasps and groans, kneeling on her front legs and clutching at her gravid belly, which was churning and writhing, surface distending as its contents moved.

“Gosh, AJ, they aren’t even born yet and you’ve already got a whole party going on,” Pinkie Pie exclaimed, taking the situation remarkably in stride, while she patted at her similarly upset lower abdomen.

But the alicorn’s attention could only be spared on that briefly, quickly being pulled away to instead take in their surroundings. There was much to take in.

The throne room didn’t look much like a throne room anymore. It seemed overly generous to even call it a room. They stood on a floor that was sunken and bowed, concave, and the curves led up toward walls and a ceiling that were nearly indiscernible from each other, the whole chamber approaching a spherical shape. Sections of stained glass might have once depicted proud moments of Equestria’s history distorted into lurid acts of wanton sexuality, but now they had become so distorted, buckling and squeezing in on themselves, that they were completely unidentifiable, for better or worse. There were a number of twisted doorways placed at irregular intervals—there was no way to be sure which was the one they had entered through. In addition, though, there were gaps in the marble and granite, spots where the structure of the building was completely coming apart at the seams, and through those seeped more of the corruption’s vibrant dark energy. A red carpet floated in the air, twisted into a corkscrew, leading up toward a floating pedestal, upon which sat the twin thrones of the kingdom’s diarchs. They were unoccupied.

“Where are they?” Spike asked warily.

Twilight Sparkle didn’t have any answer, since she couldn’t possibly know. There was only one way she could think of to find out. “Princess Celestia!” she cried out, cupping her hands to her mouth, trying to part her swollen lips as much as she could to increase her audibility. “Princess Luna!” The sound of her voice seemed to rapidly die out after it left her, eaten up by the room instead of producing any echoes.

There was no response, no movement.

“Gosh, the big ink berry lady said they were waiting for us,” Pinkie Pie said with a huff, simultaneously crossing arms and planting hands on her hips, “you’d think they’d know not to keep us waiting.”

Twilight Sparkle certainly would have liked not having to wait. Waiting meant not getting an answer to any of the questions that were gnawing at her mind.

What happened here?

How could the corruption cause this to happen?

Was this the peak of the singularity or could it get worse?

Were they already too late?

Were the princesses really at the center of this?

The chamber rocked in time with a distant heavy thump.

“Hey, look up there!” somepony said. Twilight Sparkle didn’t pay attention to who it was, she was only conscious of herself turning her attention to look upward. In a doorway that to their perspective looked like it was embedded directly into the ceiling, there was something moving. A huge figure cast in shadow, its features impossible to discern. It was too big, too misshapen.

(please)

Something emerged. It was a mouth. It was lips. Gleaming indigo mounds. The distance made scale indiscernible, but they were large enough to completely occlude any view of the body beneath aside from arms which emerged to grab hold of the walls. It pulled, hauling and squeezing itself through the aperture.

“What is…?”

“Oh, Celestia…”

(please please no)

“Look out!”

Twilight Sparkle only barely broke out of her stupor enough to notice the warning as the gelatinous mass freed itself and came loose all at once, spilling out from the open gate and tumbling toward them. The ponies were scattering, but the alicorn felt her hooves unable to move, anchored to the floor. Hands grabbed her, scaly clawed hands—alongside the sensation of the dragon’s unnatural endowments pressing into her—and pulled her out of the way just before the impact. The floor tilted again, angling inward to the center of the collision, and for a moment it seemed as if they would all lose their hoofing all over again and slide in, but then the ground returned to its original shape, ripples spreading outward, like the surface of a gelatin mold. Spike gripped her firmly, keeping her steady through the rocking motions, until finally they were able to stand easily once again and look at the creature that had disturbed them, no matter how much any of them might have not wanted to.

It took several seconds to be able to identify the anatomy of the giant body that loomed over them. Flesh bulged and distended everywhere. If Twilight Sparkle hadn’t been standing on the side, she wouldn’t have been able to see the torso or head, the long serpentine neck and the two spindly arms that came from a single shoulder socket, the multiple eyes crowded onto the face, black and purple and green and pulsating red hearts. All of that was eclipsed by utterly massive lips which could have crushed an adult pony and four behemoth breasts over the front, each bearing their own sets of indigo mounds as well. They all mumbled and whispered.

“Pain is a distortion of the real. Your inklings are unnecessary. Flesh like artisanal clay. It comes again and again and again.”

There were too many voices to be identified, shifting from one word to the next. That wasn’t as distinctive as the creature’s coat, dark blue shifting toward snow white at the front, or the mane, which unfurled into a billowing curtain of color, undulating like the fins of a stingray, dotted with pits of black, eyes blinking at their surroundings. It was a mixture that seemed unfamiliar at first glance, but it wouldn’t take one long to notice the pattern of striped hues in the blue and purple or the glittering specks of stars that dotted the canvas, and Twilight Sparkle felt her heart sink into the very depths of her cavernous gut.

“Is that…Celestia?!” Applejack shouted.

“No, that has to be Luna!” Rarity asserted next.

But all Twilight Sparkle could manage to cry out was “Princess!”

And the long neck twisted about, and even with that wall of meat standing in the way she could still feel the gaze of ten eyes boring into her intently, and yet more from the mane. The giant body reared back, standing on hind legs so that its lower torso was fully upright, towering over the surrounding ponies all the more. This posture seemed strangely natural with its fore legs taken up by another pair of long arms. A knotted conglomeration of testicles crammed into one sac was crammed underneath its fat rump, flanks emblazoned with an eerie discolored cutie mark, at once a sun and a moon and a blazing red pupil.

“I…I think it’s both of them!” Spike said in alarm.

The twin rulers of Equestria, the princesses of the day and the night, fused into a single body. Celestia and Luna, existing as one being—Celunastia? And over the front of their bulging barrel, mashed against the floor before, was another set of immense lips, denoting a seam across the belly. Lids opened on the indigo surfaces, revealing four more burning eyes that stared intently.

It was through this mouth that they spoke.

“Twilight Sparkle.”

The lavender alicorn shuddered, and the others tensed as well. The monstrous mare’s words thrummed with power, terrible and arcane. The melodic, regal voices that they were accustomed to were buried under layers of masking reverberations. It was immediately understandable that this was not merely the princesses they knew but the corruption itself speaking through them.

“You have received the embrace of flesh,” they continued while their other mouths continued to murmur random phrases, “yet you have rejected the soothing of the mind.” The four eyes seemed, for a moment, disappointed. “Why would you deny yourselves of this blessing?”

“How can you possibly call this—” Rarity emphatically gestured both to herself and to the body of the princesses. “a blessing?!”

“This is what you were meant to be,” Celunastia said dully, words that were echoed several times over by subordinate voices, a chorus that filled the distended chamber. “It is better this way. Cast aside those meager thoughts and let happiness come to you.”

“See? This broad gets it!” Rainbow Dash’s penis gurgled with laughter.

The pegasus herself ignored this while laboriously she hovered into the air and yelled, “The only thing that’s going to be better is me putting my hoof up your ass until you stop being nuts!”

The alicorn mass made a number of noises all at once, deep crooning and laughter. They spread their twisted wings out to the sides, broad fans of purple and magenta tentacles, fanning apart and wriggling. An aura of intoxicating decadence exuded from them, and with it came the power that only a pair of alicorn princesses could muster. “Show us your force,” they beckoned, “and let us walk into the garden of delight.”

Author's Notes:

In which we learn that some light redecorating has taken place in Canterlot.

I probably should have done some weird architectural warping in the Carousel Boutique to better build up to this. Oh well.

Definitely not speeding through the palace to get to the point faster.

The moment with Applejack after going into the throne room was originally...different. It was way too dark for this story, all things considered. That's all I'll say about it.

Continued struggles with balancing characters. I realized that Fluttershy spends a long time without any lines or action through this last chunk of the chapter.

Oh fuckin boy having to describe the design of Celunastia. Also originally it was just going to be "Celestia and Luna" every time in the narration but I decided I didn't have the patience for that so I forced the hybrid name in.

The final line from Celunastia is a reference to the line you'd hear from Sylvia before going into every boss fight in No More Heroes: "Trust your force, and head into the garden of madness."

My original plan was that this chapter was going to span about halfway into the upcoming fight, but I decided it would be better to cut it here, so you're all just going to have to settle for a cliffhanger over the extra long weekend break.

If you enjoy my work, consider supporting me on Patreon or Ko-Fi!

Chapter 12: Dissection

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The ponies burst into motion at a speed that belied their size.

Rainbow Dash flapped her wings and lunged forward. Despite her wobbling buttocks and balls, she flew straight, though with the jutting length of her phallus her path was no longer like the arc of an arrow as much as a log thrown at a Trottish caber toss. With a twist of her hips, she swung the blue shaft around like a club and smashed it into the side of Celunastia’s body with a gelatinous crash.

They whinnied giddily sixfold, unfazed, before their hands reached for the pegasus, who was caught unawares, struggling to maintain her aerial balance.

“Rainbow!” Two unicorn horns lit up simultaneously. Blue light enveloped Rainbow Dash in a shield while a ray of magenta impacted the monster and pushed them back (and Twilight Sparkle winced inwardly), faltering enough for their prey to flit out of grasp.

“Hey, over here you overgrown varmint!” Applejack shouted while she ran in a circle around the side, four legs moving in careful pounding rhythm now despite how inconvenient her bulging guts were.

“Once more into the breach, friends!” Pinkie Pie cried from her perch on top of the farmpony’s back, with only the slightest hint of levity amidst her serious tone while she pelted Celunastia with a barrage of cupcakes pulled from somewhere nopony cared to identify.

“Twilight, how are we going to do this?” Spike asked urgently, moving out of the way along with Twilight Sparkle and Rarity when the fused giant reached for them with its grasping hands and a swathe of tentacles.

“We need to break through to them somehow!” the alicorn shouted. She remembered her past attempts to reawaken ponies’ memories; those hadn’t exactly proven to be successes, but she felt more confident now that her newfound understanding of the corruption would allow her to succeed. The only thing standing in the way of their success was the fact that their target was far more of a threat than anypony she had tried to cast the spell on before. “We’re going to have to subdue them!”

“Works for me!” The dragon grinned as he started forward. “Come on, Fluttershy!” Wings of scale and feather flapped as the two titans lumbered ahead and came to grapple with the monster’s thighs. Their breasts and phalluses got in the way, but that wasn’t going to stop them from holding onto the flabby pillars with all their might.

“Sorry, princesses!” Fluttershy called out, but her voice was resolute. Cords of muscle bulged and flexed in her limbs as she stood her ground and pulled, the white and blue body tilting as its balance shifted off center.

Rarity made a shrill battle cry and brought up diamond barriers around Spike and Fluttershy, shielding them from the grasping hands and tendrils. Rainbow Dash let out a whoop and a holler as she swooped in for another fly-by, all while the earth ponies continued to circle. Magic surged in Twilight Sparkle’s horn, preparing to fire another spell.

It wasn’t too different from any other time they had to square up against some dreadful enemy to save Equestria, aside from there being far more penises involved.

But, also like those occasions, she was aware that it was rarely ever so easy.

The droning chanting of Celunastia’s body had never ceased, but then they sharply uttered in a rumbling groan, “Consume the chains that seek to bind you.” And then, from beneath their gut, three shapes emerged, long and serpentine. Twilight Sparkle only had the opportunity to observe that much before they lashed out, reaching underneath Rarity’s forcefields, and Spike and Fluttershy cried out in surprise and pained pleasure upon being latched onto by each of their cocks. They were shafts tipped with equine heads and their own brimming indigo lips, not unlike the one Rainbow Dash had been saddled with, though these seemed far more flexible, like actual serpents erupting from a pony’s loins. They were quick to begin pumping along the lengths they had seized, bulging and straining, and their victims’ expressions betrayed their arousal, their grips weakening.

With a terrified shriek, Twilight Sparkle telekinetically pulled back on both of them, maybe a little too hard, rocketing back and tumbling on their rears.

“Hey, you can’t—whoa!” Rainbow Dash’s retort was cut off by those phallic heads snapping up at her, forcing her backward, while Applejack and Pinkie Pie came to a stop as well, maintaining a wide berth.

The trio of bending shafts raised in front of Celunastia, leering with many narrow dark eyes, cobras (cockbras) poised to strike. “They clamor for your reprise,” their belly murmured, and then the broad maw opened and something came spilling out. It was a figure made of shadow, and Twilight Sparkle immediately thought of the goo that she had seen in her vision of her own mind. This figure did not melt into a puddle, though, instead bulging and distending into an oily monstrosity. It was a mess of extremities and genitals, standing on a multitude of legs with arms jutting out at odd angles, breasts and phalluses and lips and vulvas and other body parts placed nearly at random. There were at least four distinct heads, vaguely equine shapes, some partially sunken into the swollen mass or melting into each other. The grotesque glob of merged ponies groaned, and no sooner had it stumbled forward than did more dark masses emerge from the fused giant’s gullet.

“Oh come on!” Rainbow Dash shouted indignantly, “Nopony said you could have reinforcements!”

“These are party crashers if I’ve ever seen one!” Pinkie Pie added with a huff.

Twilight Sparkle spent the briefest of moments pondering what these creatures were and where they came from, long enough to then promptly decide that she had no desire to know. “Don’t let them get near you!” she instructed, staring down the horde of some dozen or so of the dark pony-blobs. “Remember, we can’t get aroused!” She said this despite the burning need in her loins, the unconscious excitement fighting back against her dread.

“That’s real easy to say, princess, but we’ve gotta push through ‘em somehow!” Applejack dug a hoof at the ground and glared defiantly at the eyeless faces which puckered their lips at her.

The alicorn saw that those of their group who bore penises, Fluttershy and Spike especially, looked particularly anxious, their jutting lengths making them easy targets for the dark ooze to grab onto. “Alright, Rarity!” She looked over her shoulder at the spider-unicorn. “Let’s hold the line!”

“Right behind you, darling!”

The two of them stepped up to the front, and Rarity raised another barrier in front of them, a translucent cyan screen which kept them separate from the monstrous ponies on the other side. The dark masses blindly kept walking forward until they were mashing up against the wall, clawing and grinding at it. Twilight Sparkle charged magic in her horn and prepared to fire. Celunastia looked on impassively.

Bolts of magenta light fired rapidly, penetrating the shield and pelting the blobs. She wasn’t sure what she might have been expecting to happen, only hoping desperately that they might fall apart and dissipate in the way that the one in the dreamscape had.

Her hopes would prove to be in vain.

Amidst indistinct moans, one of the blobs fell backward with a splat. It crumbled, but it did not melt into nothing. Instead, as if dislodged, the constituent ponies that had comprised the misshapen body split apart, and one by one they stood, malformed and irregular in their own right, and they too threw themselves against the barrier, moving with far greater alacrity than before.

“Uh, Twilight?” Rarity said, the bluster having left her.

Twilight Sparkle ceased her barrage, but it was too late. Even those who had not been knocked over were still splitting along their seams, dividing rapidly, their number more than doubling. The barrier stayed strong, but Rarity’s pained expression showed her strain at having to keep it up under the increased rapidity and ferocity of the blows against it.

“Well shit, now what?!” Rainbow Dash asked aloud incredulously.

The answer came when Celunastia leaned and reached forward, stretching above the horde, their hands clapping against the barrier. Rarity cringed but still held firm. “It doesn’t hurt to love,” they murmured.

And then something strange happened.

Twilight Sparkle was distinctly conscious of the resonance of magic humming around them. If she didn’t know any better, she thought that it too was buzzing with the whispering chant of the corruption. It was electric, like the burning of ozone before a lightning strike. She felt it pulling on her, urging her to give in, a steady hammering on her senses, numbing her brain and stoking the fires within her. It distracted her enough to keep her from immediately recognizing the way the magic was attuning to theirs, but not merely matching, actively reversing the pattern. She understood it too late to do anything about it.

“Get ba—!”

The barrier vanished. There was no steady dissipation of the cerulean energy, it simply disappeared all at once, as easily as if a light switch had been turned off. And then there was nothing standing between them and the monsters. The alicorn couldn’t possibly have backed up quickly enough in time, couldn’t have flapped her wings to get airborne, and then they were upon her. The dark ooze-ponies groped at and affixed themselves to her, their touch sticky and cloying and tingling, probing at nipples, navel, folds, groin, buttocks, wrists, neck. One clambered up over her, blocking out much of what remained of her field of vision, and she had to imagine that she now looked like a writhing mass of dark herself.

There was a cry of “Twilight!” from beside her, quickly followed by another of “Rarity!” Through the clinging shadows, she witnessed just a glimpse of the warped ponies swarming Rarity like an army of ants drawn to a picnic. She shook her legs, but they grabbed them and held her still while reaching for her breasts. They kissed and groped and bucked at her, just as she felt them doing to herself, her brain bubbling with the turmoil of arousal, base desire fighting to take hold of her, her horn sparked and fizzled, attempting to cast a spell, but her concentration refused to stay steady, a fog settling over her mind, her thoughts drifting away because there was nothing she needed to worry about, it would be better for her to let them rut her senseless and fill every crevice and orifice with—

Light shone on her again as one of the oily weights was yanked from her. “Get off her, you creeps!” Fluttershy bellowed at the dark pony-shaped mass she held in her meaty hand before tossing it violently away, a distant splat resounding when it landed, and then she returned to prying more of them off Twilight Sparkle. They crowded around the pegasus’s legs, groping at her bulging muscles and her cock and balls, but that wasn’t enough to deter her. A single glance of her face behind her swollen lips revealed the determined fury in her eyes. The alicorn then saw that a similar commotion was happening next to her as Spike waded into the waves of shadows to clear away the ponies clinging to Rarity, unfazed by any of the unwanted affection he was receiving in the process.

“Here, you want this?!” Rainbow Dash swooped down with her grinning shaft pointed ahead of her like a lance and plowed into the horde. “You can have it!” Many shadows were knocked over, tumbling into each other and fumbling to collect themselves, scattered limbs returning to their improperly intended positions. Some grabbed her as she ascended, dangling from her like her giant testicles, but she shook them off.

There was a loud explosion accompanied by the buzzing tweet of a party noisemaker as another swathe of blobs fell over, sprayed with scattered confetti and streamers. Applejack rode by with Pinkie Pie on her back now holding a miniature cannon tucked under one arm—another silently unquestioned weapon. “Kinda wouldn’t mind having some cum cannons of my own, to be honest!” she said while she aimed with the barrel of the weapon again.

“Pinkie, we’re supposed to not be doing any cumming!” Applejack scolded her.

“Yeah, I know, but it’d get the job done, wouldn’t it?” the pink mare sighed lamentably while placing a hand on her bosom, her nipple-phalluses bobbing wildly with the galloping of her makeshift steed. “Just think how much damage I could do with all of—hey, look out!”

A dark mass loomed out of the crowd directly in their path, a conglomeration of melted ponies that hadn’t already been knocked apart yet, appendages reaching toward them. Pinkie Pie started leveling the cannon toward them, but Applejack promptly came to a stop and then turned about. The sight of her rear seemed to entice the glob further, goading them forward, right into the range of the farmpony rearing back and kicking it in what might have been the stomach with tremendous force. The dark ooze soared into the air, but this time the errant projectile came to a stop when it slammed against Celunastia. The amalgamated alicorn made little reaction to the immediate impact, but new moans rose from them when the mass of bodies turned its attention to them, clinging to and groping one of their breasts.

“That’s it!” Twilight Sparkle exclaimed, realization breaking through the remnants of the fog like a lighthouse’s beacon, “Throw them at the princesses!”

Spike and Fluttershy didn’t need any further instruction, quick to redirect their efforts from tossing the ponies aside to chucking them at the fused monster, steadily covering it more and more. “How’s it feel to be on the receiving end, huh?!” the dragon jeered as he lobbed a dark glob directly at the monster’s face, splattering across their lips and then trying to embrace them. The swarm almost made it all too easy for them, continuing to blindly surge into the giants’ reach and making no attempt to resist. Twilight Sparkle herself, now feeling a second wind as determination filled her, was able to levitate the ones that were dragging their hooves and send them rocketing off like cannonballs. Celunastia were just about completely covered in the writhing oily gunk, yet they made no attempt to resist, only continuing to moan and murmur in their arousal.

“Okay, that’s a start,” Twilight Sparkle said while panting for breath, still internally squirming from the feeling of the gunk that remained clinging to her coat, and the others came to regroup around her. “I have a feeling this isn’t going to last long, though. We need to do something to really tie them down.”

“Kinky,” Rainbow Dash’s penis commented with a wet chuckle.

“Well we can’t really get to them that easily now that they’re…covered,” Spike muttered with a grimace, and the others shared his sentiment. Getting remotely close to the princesses would surely invite the swarm to spread over them as well.

“It’d take a whole lotta rope to hogtie somethin’ that big an’ I ain’t even got a lick o’ twine on me,” Applejack said gruffly.

“I got…some ribbons!” Pinkie Pie pulled a handful of colorful strands out from her puffy mane.

“Sorry, sugarcube, I’m talkin’ somethin’ more…heavy duty.”

“Um…” Everypony’s eyes turned to Rarity, and the way she shrank away, cheeks flushed, upon receiving their attention seemed more akin to how Fluttershy would normally react. “I may have…an idea,” she admitted in the way one would make a confession.

“What is it?” Twilight Sparkle asked hurriedly, feeling the urgency as the seconds ticked by like the sweat on her brow, yet simultaneously trying to offer as much courtesy as she could afford.

“It’s just, uh…” Rarity stammered, her mane falling over most of her eyes, “I’m not entirely sure how it works, and…it’s a little…humiliating, so—”

“Rarity, we don’t have time to sit around!” Rainbow Dash interjected before then gesturing to her lower body, “And in case you didn’t notice, we’re all naked and stupidly big and I have a talking dick, there’s nothing you can do that would be any weirder than anything we’ve seen already!”

“I—! Oh, very well, fine,” she huffed back, face all the redder. The unicorn backed away and turned around, bringing her bulbous abdomen to the center of attention. “Oh…how did I do this before…?” she muttered under her breath, grunting and groaning while she fought with the movements of her legs, eventually managing to get the rearmost pair to twist backward, the ends touching at the farthest points of the white mass. Twilight Sparkle’s eyes lit up upon noticing the thin tips that broke apart the white there: a spider’s spinnerets. After several seconds in which everypony else couldn’t keep from glancing back toward the princesses intermittently, continuing to be preoccupied, something emerged from the abdomen: a thick, gossamer white strand.

“Well…that’s something,” Rainbow Dash said next, scratching her head, “I don’t think we needed more sticky white stuff, though, Rares.”

“It’s silk, Rainbow!” Twilight Sparkle exclaimed. Suddenly it felt like the chaotic knitting messes she had seen in Carousel Boutique made a lot more sense. She levitated the end of the strand over to herself to inspect it. It was about as thick as a rope.

“Now don’t that beat all!” Applejack chortled. “Hand some of it over here!”

The silk fed out meters at a time, Rarity’s legs pulling it from her spinnerets with Twilight Sparkle occasionally cutting it into smaller lengths, and Applejack was quick to get to work on tying the ends into knotted loops. Before long, she had several lassos, Pinkie Pie holding each of them in reserve. “It’s like silly string but, like, super,” she mused to herself, “and from somepony’s butt.”

“Pinkie, please!” Rarity gasped indignantly.

“Alright, girls, let’s bring this sucker down!” Applejack said before the topic could be discussed any further.

The embarrassed unicorn continued to spin more silk at Twilight Sparkle’s instruction while Applejack galloped ahead once more. She twirled the first lasso expertly, unhindered by her awkward bulk, and flung it at Celunastia when the appropriate opportunity presented itself. The silk loop fell around an outstretched arm, delicately falling into place and then cinching tight. “Here, Spike!” She tossed the rope to the dragon while Pinkie Pie handed her a new one. This process continued, securing each of the monster’s limbs and passing the ropes off to Spike and Fluttershy, holding them taut. The princesses and the blanket of shadow encompassing them mightn’t have even been aware there was anything wrong until a loud yell provided the signal for them to be pulled, yanked all at once backward, and with another tremendous quake they toppled and fell on their back.

“There, go!” The alicorn handed a big bundle of silk to Rainbow Dash, who then flew high up into the air before dropping it over the writhing morass. The bundle unfurled into a sprawling net, not unlike a spider web, which fell over and encompassed Celunastia, further entangling them. Spike and Fluttershy let go of their ropes, since the fused body could hardly budge anymore. Even the shadowy blobs covering it seemed to slow their movement, as if sensing the resignation of their presumed master.

“Did…did we do it?” Spike asked aloud, hesitant relief washing through him.

“It’s enough for now,” Twilight Sparkle said, trying not to let her hope get away from her while she waddled around the sprawling mass. “Now I just…need to hope I can get through to them.” She felt a new inward anxiety. She was about to intrude upon the minds of the princesses, one of whom was practically a second mother to her. They had both lived through dozens of her lifetimes. What would she see in there? What would their pain be? She wasn’t certain that it was something she would be able to handle. Ultimately, though, she knew that she had to try.

She came to stand next to where the combined pony’s head was, and with a flash of magenta magic she parted the indigo lips and dark ooze so she could see their face. Many eyes stared back at her, their heart-pupil gaze inscrutable. The silk creaked but remained intact. It occurred to her, though, that it didn’t seem like there was much effort being made to attempt an escape. It reminded her of when she had earlier subdued Fluttershy, how she had hardly tried to break out of the flimsy bed sheet ropes. There wasn’t even the slightest hint of a struggle. Why would they just give up like that?

(there’s no need to worry)

Her jaw loosened.

(the problem will sort itself out)

Resonance washed around her, a violent upsurge, the resultant undertow threatening to pull her under. The mad whispers turned into a droning whine in her ears for an instant, a sound that nopony was meant to hear. It was the will of the corruption, wildly lashing out at its surroundings, but Twilight Sparkle didn’t understand, there was no magic for it to react to, nothing to be canceled out. It was only then that she understood that it was far more than a mere counterspell. It was an outright denial of reality.

The air split with a crack and she felt herself forced to blink.

When her eyes opened again, the shape of Celunastia stood, completely unrestrained. The dark globs that had covered them were either sloughing off, dropping to the floor and fading into nothing, or seemingly being absorbed back into their body. The webbing that had tied them down was completely gone, not a trace of it to be seen. Their limbs creaked and stretched, and their many eyes twisted in the directions of the ponies around them.

“But…what happened?” Spike asked, dismayed, from somewhere behind the alicorn, practically miles away.

“We…we can’t.” Twilight Sparkle felt ready to collapse. All of a sudden, everything was so distant and numb.

But the fused monster was not so deterred—the very opposite of deterred, in fact. There was a rumbling groan that echoed through them, rolling out of nine mouths at once. “Little ponies,” they murmured amidst their chorus, “you have done so much. It is not becoming of you to exert yourselves so strenuously. It is becoming of you to become. Become. Become.” Their arms and tentacles raised as mana coursed around them, searing violet charged with flickering motes of golden sunshine and silver moonlight. That prickly atmosphere returned, more electrifying than ever, while their horn crackled and burned with an intense corona. Hooves were slamming against the crumbling floor, and Twilight Sparkle felt Spike tugging on her again, barely able to move herself while she watched.

“This is what you were meant to be.”

The corruption’s spell shot from Celunastia up into the air and burst like a firework, scattering purple rays everywhere. Where the reverberating pulses landed, the ground rumbled ominously before bursting in a flash of concentrated magical energy. Twilight Sparkle’s vision swam, eyes dazzled by the illumination, affording her only brief glimpses while Spike ferried her away, past flaring lights that lapped at her skin. Rainbow Dash wove through the air, avoiding the falling debris. Rarity and Fluttershy narrowly maneuvered out of the way of the detonations. Applejack and Pinkie Pie—

“Applejack!” she shrieked.

But the orange mare had already seen it. An amethyst light fell right in her path, practically at her hooves, its vibrations washing over her. There wasn’t enough time to correct her course and get out of the way. She could only spare a glance in the direction of the alicorn, expression inscrutable, before she put everything she had into a bucking motion that sent Pinkie Pie rocketing off of her back with a yelp. Then the violet light bloomed around her and in an instant it was over.

Twilight Sparkle felt her heart stop, no longer paying attention to the motions of Spike jostling her around. Her instincts and experience led her to expect a charred mess to be left behind. Somehow, the reality was worse.

The bright orange and blonde that comprised Applejack’s form remained. The texture was different, though, cast in a glossy sheen that didn’t resemble fur in the slightest, seams running along the rounded surfaces. Nor did her mane and tail resemble hair, turned into solid yellow lumps that hung over her rear and back. Twilight Sparkle was immediately reminded of the artificial appearance of Starlight Glimmer—another Starlight Glimmer, another friend she had failed.

But even though Applejack was intact, she wasn’t moving, not budging even an inch. Her limbs were held stiffly in place, swollen and distended, hooves rounded, hands and fingers fused into uniform nubs. It might not have helped that her barrel had become even more massively distended than it had been before, a great swell that bulged from her underside and lifted her legs from the floor, the belly and breasts of her upper body swollen as well. Her puffy lips were curled into an exaggerated smile, and her eyes stared straight ahead, pupils like red hearts.

“Ap…Apple…?” Pinkie Pie’s voice echoed quietly as she stumbled back toward her, still shaken from her fall. Her bubblegum mane was wilting and even her phalluses seemed to be going flaccid. She became despondent and listless, so much that she didn’t notice another bolt careening toward her. It was only by the intervention of a mountain of yellow coming past that she was pulled out of harm’s way, the light barely missing them while the force of the blast knocked Applejack away weightlessly.

“I’ve got you!” Fluttershy said, holding Pinkie Pie tucked against her side. She moved with as much urgency as she could manage given her bulk, jiggling and jostling while her hooves stomped out a thunderous rhythm that matched the din around them.

“That does it!” Rainbow Dash screamed while she veered about, shifting her trajectory toward Celunastia, the epicenter of the explosive bursts. “You really want a rutting, huh, you bitch?!”

“Rainbow, don’t!” the yellow mare desperately shouted after her.

But in their distraction, both pegasi had put themselves on a collision course. Rainbow Dash didn’t realize that, in her fixation upon her target, she had forgone any evasive maneuvers, and that meant that her collision was instead with another ethereal firecracker which detonated around her. Nor did Fluttershy watch where she was running, leading to her running headlong into another burst of light which enveloped both her and Pinkie Pie.

Rainbow Dash tumbled the rest of the way before bouncing off of the indigo mounds at the peak of Celunastia and then careening toward the ground in freefall. She might have landed in a heap if it weren’t for the sudden explosive growth of both pairs of lips. Her penis dangled downward as its lips filled like water balloons attached to a fire hose, cushioning the fall as they kissed the floor, while her body was pulled straight and her face forced skyward as those lips filled into miniature zeppelins unhindered by gravity. She struggled with muffled cries for only a scant few seconds before her writhing devolved into sensual groping of herself, undeterred by the mountainous mounds above and below.

Fluttershy let go of Pinkie Pie as her arms and wings shakily, involuntarily stretched upward, fingers creaking when they split and extended into branches, budding with leaves and round dangling fruit. Her mane and tail turned into flowering petals like cherry blossoms, spreading all across her form. Her attempts to walk were halted when her hooves rooted themselves into the floor, spreading through the cracks, flesh hardening into bark. Sparkling amber sap leaked from her cock and gasping nipples, and she managed a final cry before the lobes of her lips morphed, spreading and fusing into a single circular mass, a flower eagerly awaiting pollination.

While Pinkie Pie tumbled over the floor and weakly fumbled to stand before a spasm rocked through her. Her shafts had perked right back up again, the lot of them steadily enlarging, and now there was an extra one sprouting from her crotch. She twitched again, bucking her hips, and another emerged, this time on her right breast. Her whole body convulsed over and over again, phallus after phallus coming into being. A weak smile and chuckle escaped her, despite the tears in her eyes, before her mouth was wrenched open and her tongue pushed out, warping into a cock, shortly joined by four more, stretching her jaw to its limits. Pinkie Pie became a forest of penises in the shade of Fluttershy’s branches.

Twilight Sparkle could barely hear, the sounds in her ears dulled and deafened, when Spike shouted, “Look out, Rarity!” She didn’t want to look but she found her neck turning automatically.

Rarity had managed to stop just in time for an explosion to go off directly in front of her, but that left her a sitting duck for the next beam that was coming down right on top of her. Her horn flashed and a barrier manifested above her, several layers of fabricated cyan light. She might as well have been trying to stop a falling meteor with a piece of paper. The field shattered instantly, like a rock thrown through glass, and she had only an instant to cry out before the flash consumed her. White flesh spilled out from the remains of the conflagration, Rarity’s body becoming swallowed up as her many breasts expanded all at once, burying her in teat, and her abdomen bulged and distended even more so, a bloated, pulsating slug-like mass that eclipsed the rest of her. “Twi…don’t…!” she managed to gasp out before her voice gave way entirely to frenzied moaning and she was consumed entirely by bulk.

Five gone in a span of mere seconds.

Twilight Sparkle felt Spike might have been trying to lower her to the floor, but her hooves were limp, hardly having the capacity to stand. She could barely breathe, her chest tight and her throat constricting. Fingers squeezed under her chin and lifted her head upward, forcing her to look him in the eye as best as they could. This dragon which she barely recognized, long neck and floppy purple spines, muzzle hidden by swollen lips, and yet somehow she was supposed to understand was Spike. How could any of this have happened?

“Twilight, listen to me!” He was shouting at her. There was fear in his eyes and his voice. But there was far more than that as well. Unbridled determination. “I know it’s hard, but we can’t give up now! Everypony is depending on us to do this!”

“But we can’t do this, Spike!” she wailed back, tears streaming over her cheeks. “This is hopeless! We tried everything and we only made it worse!”

“Twilight, we only got this far because we cast aside our doubts! We can’t give up just because it hurts to keep going on!” He was nearly shaking her. “You need to promise me! Promise to me and the rest of us! Promise that you will keep fighting!”

“I…I can…I…”

A keening wail filled their ears as the resonance of corruptive magic washed over them. A bolt of light was about to fall upon them. Her attention snapped back to Spike, but his gaze was resolute. Her blood ran cold.

“I can’t be alone again,” she whispered.

“You’ll be fine, you always are,” he replied with a smile.

And then he pushed her with a shove that sent her tumbling back. She landed and watched just as the beam landed on the dragon, and a shrill howl of anguish erupted from her when he was enveloped in the purple glow. A twisting leviathan shape emerged from the bloom, tumbling on his side as his limbs shrank into themselves, leaving only the torso with his bulbous endowments. The scale of his body surged and expanded, tail stretching out behind him and filling the floor, and his skull warped, losing all definition, spines, then frills, then eyes, left with nothing but a gaping maw ringed by plump lips. The wyrm-turned-worm groaned like a beast in the throes of heat as he twisted about, gushing creamy excess from his breasts and cock.

Twilight Sparkle’s heart hammered in her chest. After everything that she had done, it was like she had regressed back to square one. She was alone in the map room again, the crushing weight of reality bearing upon her, now coupled with the crushing weight of her own body. Terror assaulted her senses, but far more than that she hated that she couldn’t truly dwell on those feelings, her brain unavoidably taken by the crashing waves of stimulation that refused to cease their emanations throughout her nervous system. She was so distraught and disheartened that she didn’t even notice that the hail of magical debris had come to a stop. She had been spared, and it had only taken all of her friends being twisted into grotesque mockeries of themselves, their remnants twisting and swaying around her.

But that would not remain the case for long. She didn’t have the energy to look up when the ground rumbled and quaked with Celunastia’s approach. The inequine white and blue form loomed over her, purple mane billowing. The whispers of incalculable voices washed over her. The question of how far the corruption of the singularity might have spread outside the castle came within her mind and went unanswered. She could have calculated the approximate dimensions of the giant mass at a glance, but in that moment the alicorn abomination appeared monolithic in their proportions, a colossus capable of snuffing out everything on Equus with a single breath, as insurmountable as the dilemma which Twilight Sparkle was faced with.

Her mouth opened and closed, trying to form words, but she couldn’t muster any sound to issue from her throat.

Long arms reached for her, hands seizing her by the shoulders, bony fingers with sharp points digging into her flabby flesh. The eyes embedded in the lips on Celunastia’s stomach affixed her with their ineffable gaze. The mounds parted, and within them that hellish maw there was a canvas of swirling purple and violet and lavender, a bottomless and all-consuming ocean. Yet more murmuring voices filled the air, these speaking in syllables that scratched at her ears. This was to be the end, then. Devoured, and then…who knew what fragmentary consciousness would await her.

Her eyes burned. Her loins ached. Her heart was in pieces. But her mind was strong. Twilight Sparkle wanted none of this, and nothing was going to make her think differently.

(don’t run away)

The giant faltered. The mouth closed, and those dark eyes regarded her with confusion.

The moment of uncertainty was short-lived, as Celunastia lifted the smaller alicorn, higher into the grasp of four more hands, holding her tightly against the array of breasts that made up their chest. Tongues lapped at her, but her attention was entirely taken up by the wall of indigo that was perched at the top of the monstrosity. They whispered to her, almost accusingly, and she chose not to pay it any mind.

“No more,” she said through gritted teeth.

“More,” the chorus asserted in turn.

They leaned forward for a kiss that utterly smothered the entirety of Twilight Sparkle’s upper body, face and chest and arms, matting her mane and fur in seconds. Simultaneously, there were three mouths that pressed at her vulva, gumming the sensitive folds, before all at once the phallic serpents shoved themselves inside. She wanted to cry out, to scream, but she was too busy moaning as the shafts writhed within her womb. Not that anything could be discerned when she was already being engulfed, vocalizations drowned out by wet smacks and pops. The noise and the damp were seeping into her.

A haze was settling over Twilight Sparkle’s mind as her form bubbled. Every spasm of her innards coincided with another addition, another part of her anatomy stretched out of definition as easily as taffy. She wasn’t sufficiently aware to be able to process any of it in detail. There were not arms or breasts or navels or hooves, there was only sensation, too much for her to be able to process what any of it correlated to. She would have thought that nopony would ever wonder what it would be like to drown in pleasure, but that was what was happening to her now. Her brain would melt into mush and run out her ears and there would be nothing but the carnal instinct of the flesh.

And still she thought firmly, “No more.”

The corruption howled at her, no longer words, only incessant desire, and right there within Celunastia’s grasp the power of its magic ignited, a point-blank explosion, and Twilight Sparkle saw and heard and tasted and smelt and felt white. Her consciousness constricted down to nothing more than a narrow point within the unfathomable abyss that her body had become. The voices of the corrupted carried her, borne on a river of distorted thoughts. She was at once one with Equestria and more alone than she had ever been. It was more than any pony could bear.

“No…no…more…!”

“…li…”

Within the metaphysical space that represented her mind, Twilight Sparkle turned, in as much capacity as she was able to, given the circumstances of her being an abstract construct, and focused upon the sound.

“…Twilight!”

“Spike?” she asked to the void.

There was something else there with her, something more than the smoky clouds of pitch. Another fragmented consciousness, an ember of violet and emerald.

“We’ve been waiting for you!”

“What?” She would have blinked if she had eyes or lids that covered them.

“Don’t forget the rest of us, darling!”

There was another, a glittering pale diamond flitting about her.

“You can’t go hogging the spotlight all by yourself!”

“We’re going to take down that big meanie together!”

“We gotta get a word in for the princesses too, you know!”

“We’re all behind you, Twilight!”

Rippling rainbow swirls, wispy curls of cotton candy, blazing oranges of autumn, and soft sunlight in a gentle breeze. None of them had hands, but she could still feel their embrace. She felt their hearts beating strong.

They were swallowed by the corruption, but they remained together.

And now they were right where they needed to be.

“Celestia!” Twilight Sparkle called to the void. “Luna!”

The myriad souls parted like curtains, and there they were revealed. The sun and the moon hung within the miasma, stained sickly purple. They were at the center of a churning vortex, feeding into an infinite blackness. The singularity.

“It’s time to wake up!”

Like a pair of eyes, the celestial objects focused upon them, and a cacophonous roar stirred the void into a frenzy. The seven were buffeted and tossed about in the winds of a hurricane, but there was nothing that could stand in their way now. The chaotic reverberations only prompted them to huddle together closer, and their light grew ever brighter. No amount of pleasurable stimulation could make them forget what was most important to them.

All at once they shouted, “Let’s go!”

The searing rainbow of color cast through the void. The current surged and slammed against them to no avail, unable to divert their course. The sun and moon battered them with pulsations of resonance, but it was a pitiful effort in comparison to their own force. Their light filled the void and shone in the eyes of every pony that was trapped within its grasp. The singularity pulled on them, tried to separate them, to no avail. The purple abyss was washed away.

Twilight Sparkle could sense them now. Celestia and Luna, their minds that had been buried deep within the expanse. Perhaps they were just as aware of her, for she could discern them recoiling. Their luster had faded. Their sun and moon were dull. They needed their light restored to them. They needed to be cleansed of their stains.

She extended toward them, and as she approached a space that resembled some semblance of reality, definition returned to her, slowly but surely, arms for reaching, hands for grasping. They shrank away, but the glare of the stars at her side tethered them in place. Heat and cold washed over her, burning and freezing her all at once. She was undeterred.

No more.

No more running away.

“Go, Twilight!”

Twilight Sparkle felt the princesses.

She breached the final barrier.

= = = = =

The ground beneath her was grey and ashen. Powder finer than sand. The cosmic dust of the universe.

Twilight Sparkle turned around. She was greeted with a rocky slope that reminded her of the view from the top of Mount Canter, but at the bottom there was only a colorless, lifeless wasteland. The horizon met not with a blue sky but pitch black dotted with stars. High above in the heavens was not the sun or the moon but the brilliant glowing sphere of Equus. At least, that was what she immediately recognized it as, judging by the continents and oceans, but instead of blue and green it was turned into shades of purple with clouds of smoky black raging across its surface. It was more than a little alarming, but she chose not to think about it, since that wasn’t the reason for her being here.

The alicorn faced forward again and resumed climbing the craggy slope. The mountain was impossibly tall; the peak seemed to blend into the void of space above her. She didn’t know how long she had been walking for, but the ache of her hooves made it feel like hours. Perhaps there would be no end to the climb, just a distraction to keep her occupied, to wear her down to submission. She would not give in, no matter what. It certainly helped that not being a blimp of flesh with a swollen vagina extruding between her legs gave her a whole lot more energy to work with.

Then the slope leveled out onto a plateau and the dust and stone gave way to smooth, albeit worn marble. She walked forward into a ruined hall, the roof mostly torn off, the walls standing with jagged gaps in them at random intervals. The moon dust was joined by chunks of rubble and shards of glass. The remains of an ancient throne room—the throne room of the Castle of the Twin Sisters, displaced in dreams.

At the far end of the chamber, the room remained mostly intact, with a ceiling to cast an unnaturally dark shadow over the singular throne, with its single occupant. There was not much that she could identify about the figure as she walked closer. There were not one but two manes, a billowing aurora of grey and black tones and a star-scattered curtain of pitch, radiant with an eldritch dark aura.

Twilight Sparkle stood her ground and firmly stated, “Princesses…Celestia and Luna.”

There was no response.

“I don’t know how much you’re aware of. Something is happening in the waking world.”

There might have been movement, a turning of the head, but she couldn’t discern it.

“It’s…it’s corrupting ponies. It’s transforming them and warping their minds. It’s affected you both.”

Silence.

“It’s using your magic to spread its influence further. If it isn’t stopped, the effects may be irreversible. I’ve come here to help both of you fight off its hold on you. I understand that…there must be something which has allowed it to latch on to you in the first place. It may be painful, but I will do everything that I can to help you—”

“No.” The figure spoke in two voices at once, layered over each other. It was both vehemently aggressive and trembling with terror.

“…No?” Twilight Sparkle repeated in disbelief, brows furrowed.

“No, we shall not.” There was a scraping sound of fingers with long nails dragging over stone. “We shall never return to that painful world.”

“You must,” she asserted plaintively. “It’s where we belong.”

“NO.” The chamber shook as a fist slammed on the throne. Twilight Sparkle saw eyes peering out from beneath the manes. Four eerie pinpricks. “The waking world is nothing more than pain and suffering. Day and night and day and night, it is all the same. This is the only way for us to escape. For everypony to escape. It is better this way.”

“How can you say that?!” Twilight Sparkle shouted. She stood at the edge of the shadows that covered the throne, unwilling to take another step forward. The dark was lapping at her hooves. “You would rather consign every being in the whole world to becoming a slavering beast, deprived of everything that’s precious to them, or worse, just because…because it makes things easier?!”

Those four eyes stared at her intently. No, rather, the centermost pair did. The outer two seemed more listless and unfocused. “We’re disappointed in you, Twilight Sparkle,” they rumbled with the blistering intensity under the surface of a volcano on the verge of erupting. “We thought that you, of all ponies, would have understood. You are cursed just as we are.”

“What?” she asked plainly, taken aback.

“Do not play coy with us.” The accusation was accompanied by a hand with gnarled fingers, pale white uncannily like bone, emerging into the light and pointing at her. “You have resented it since the beginning, no matter how much you endeavored to pretend otherwise.”

The sound shifted slightly, and a new voice spoke, separate from the chorus. “It was by my own hand that this terrible fate was invoked upon you,” Celestia said mournfully, “even though I knew exactly what kind of toll that it would exact.”

“I…I don’t under—”

The room shook again as the monarch in shadows roared, before they lurched from their throne and stumbled into the light, and Twilight Sparkle felt her blood run cold.

It was like seeing two ponies that had been mashed together side by side and knitted into a single form. Bones met with each other at odd angles underneath the white and blue coat. A collection of malformed appendages projected from the conjoined torsos, arms that hung listlessly, legs that stood at uneven lengths, wings that spread out behind and twitched languidly. Skulls fused together with horns that twisted and curled, Celestia on the right and Luna on the left, their expressions distant and glassy, mouths muttering unspoken syllables. Between them, however, there was a third face, a shadowy construct that shared an eye with each of the princesses, wisps of smoke burning with vivid embers, and it was this face that affixed her with judgment. This was not the same as the corruption, she understood immediately, though it was a by-product of it; this was the embodiment of the anger and despair which had lain dormant within the mares. Twilight Sparkle thought herself crazy for, however briefly, wishing that there could have been more lips.

“You are an alicorn, Twilight Sparkle!” Celestia and Luna said through the mouth of shadow. “You are a princess, soon to become the crown princess of Equestria! You have been doomed to bear the weight of the world upon your shoulders, all at the expense of your own person! And what did we do, knowing personally what that burden would be? We encouraged it! We personally threw you headlong over the precipice!” Hands reached up to claw at their chest and stomach, raking the skin and leaving gashes that wept with dark ichor for a few seconds before sealing themselves shut. The lavender pony cried out, begged them to stop, but they continued unrelentingly, tearing at shoulders and throat and face. The inky blood fizzled when it landed on the ground.

“How could we ever have been so foolish?!” they shrieked, “We saw you, and the potential which festered in you!”

“The quiet filly who read so many books and had so many questions,” Celestia said in a choked, rasping whisper.

“The brave mare who put her life on the line for those most important to her,” Luna added on the other side.

“We took that pony and cast her to oblivion! The day when Twilight Sparkle ascended was the day when Twilight Sparkle perished! That poor soul was tarnished, condemned to a life in which she would never know the satisfaction that had been owed to her!”

“You…you’re wrong!” Twilight Sparkle insisted in turn, standing firm, staring ahead no matter how much she might have wanted to turn away. “I know it…it’s a lot of responsibility to be a princess! I know that by undertaking this, I have…” Her hands balled into fists while her wings unfurled behind her. Her eyes stung with tears but she willed them back. “I have…given up anything I might have once wanted to do with my life! I won’t be a headmaster, I won’t be a librarian, I won’t…I won’t even be your student anymore! But…but that’s fine! I know that it’s going to be difficult! I know that I didn’t always rise to the challenge as it was presented to me! I was hesitant at first, but…I want this! I’m ready for this!” The alicorn stood resolutely, as steady as a statue, impassible as a wall.

And they spat back, “Ready?!”

“Ready for their pain,” Luna intoned quietly.

“Ready for their loss,” Celestia echoed.

Bony fingers reached for her. Survival instincts screamed at the mare—run, jump, fly, teleport, cast something, anything—but she remained still. The clammy grasp encircled her around the chest, clamping her arms to her sides, squeezing painfully, and yanked her off her hooves before reeling back and hurling her across the room. Dead wind rushed by her ears for a solid second before she landed painfully, bouncing once on her side, hip and shoulder flaring in agony, before skidding several feet on her face, grey dust grating at her skin. It was all in her mind, little more than a projection of a dream, but it felt frighteningly real. The consequences, at least, were going to be very real.

“You have yet to even grasp what it means to be ready for what awaits you!” The monstrous layered voice bellowed after her alongside pounding hoofsteps. “If you had known what it entailed from the beginning, you would have begged us to take back the blight which we had set upon you!” Twilight Sparkle was struggling to get up when a hand came down on her again, fingers pinching around the skull and neck, simultaneously keeping her pinned to the floor while also forcing her to look straight ahead, squinting through the pain. “Did you ever even fathom the extent of our reign, Twilight Sparkle?!” they hissed. “See it now! Witness the fruits of our rule, the glory which the twin sisters have wrought upon Equestria, the centuries of our hubris!”

Reluctantly, the mare opened her eyes, and again she looked down the craggy mountain slopes to the lunar plains below. And, indeed, she saw.

What she had seen before as an expanse of shallow dunes she now discerned as a graveyard. Countless grey tombstones, stretching from the foot of the mountain to the horizon. They were arranged in scrambled mismatched patches, some neatly lined up in rows, others a scattered mess of stones. There were ornate headstones down to meager burial markers, but every one of them was so weathered that whatever identifying text had been left on them was lost to time. Twilight Sparkle could see every single one of them, the images forcing themselves into her brain, no matter how much she squirmed for escape.

“Did you truly believe that our rule has always been just and benevolent?” the seething voice whispered in her ear. “We thought once that we could lead for the good of all creatures. And what were we met with for our efforts? Invaders, dissidents, insurrectionists, rioters, assassins! All of them crushed under our iron-shod hooves. And those were just the ones who invited their demise. What of the poor, the sick, the infirm, the broken? Those we allowed to sink into darkness, for we could never hope to extend our reach everywhere.” The grip on the alicorn tightened and she had to stifle a cry. “One thousand, seven hundred and sixty-two years, Twilight Sparkle. Can you comprehend how many lives have arrived and departed this world in that time, and how many of those lives we saw destroyed?”

“The lives that were taken,” Luna added, filled with bitter remorse.

“The lives that were squandered,” Celestia said, choked with sorrow.

They leaned in closer, until the mare could feel their acrid breath washing over her. “We destroyed each other, Twilight Sparkle. We envied and we coveted and we finally betrayed each other, gave ourselves over to a millennium of solitude.”

And it was only then that she could clearly discern the pitiful whimpering murmurs of Celestia and Luna, each repeating the same phrase over and over.

“Don’t leave me don’t leave me don’t leave me.”

“Forgive me forgive me forgive me.”

Twilight Sparkle felt like the weight upon her was increasing with every passing second, the burden of rage and despair, and soon it would crush her entirely, but she would not surrender to it. “You…you did everything in your power,” she wheezed, “you may not have always succeeded, but your intentions were for the best, and in the process you learned valuable lessons.” She fought to twist her neck around as much as she could to glance at Celestia’s face. “That’s what you always taught me!”

For just a moment, it seemed there was a glimmer of recognition in that glassy violet eye.

“I know that you neglected your sister, Princess Celestia,” she continued, pressing back with every ounce of strength that she had, “so much that she turned into a monster and tried to take over Equestria. You banished her for a thousand years, a thousand years for you to regret your actions. I can’t claim to know what all of your feelings were, but…I know that you loved your sister and you wanted to be together with her!”

Half of the murmuring quieted and stopped.

“And Luna!” She stretched and twisted and fought to get the other sister’s face in view. “You were right to resent the disrespect and the hate! You deserve love just as much as any other pony! You may have fallen prey to your anger, but that’s in the past! You have shown the whole world that you’re more than just Nightmare Moon! All these years later and you still rule by your sister’s side!”

The listless expressions were becoming replaced with faces that expressed solemn placidity. The fused pony was becoming still, movements slowing. Even their manes slowed their ethereal rippling.

And then the darkness flared back to life and snarled at her. “And what of you, Twilight Sparkle?”

She froze up. “M-me?” she stammered.

But this was followed by a shriek before she was slammed down harshly onto the ground. “How will you rule, Twilight Sparkle?!” they demanded. “What will you do when the yaks come down from their mountains and storm our plains?! What will you do when a rogue cell of changelings tries to bring Chrysalis back to power?! What will you do when the remaining allies of the Storm King come back for revenge?! What will you do when Cadence and Flurry Heart prove to have far more popular support on their side?! What will you do when the nobles of Canterlot plot to have you overthrown because they believe you unworthy of the crown?! What will you do when plague and disaster ravage Equestria and leave its people starving and dying in the streets?!”

“P-Princess…I-I…” she said through gasping wheezes and coughs.

“What will you do when they are dead?” the darkness hissed.

A shard of ice stabbed into Twilight Sparkle’s heart.

“You have always known it, whether you were conscious or not.” The words curled into her ears and filled her skull. “You are an alicorn now. You are immortal. Your friends and family are not.” She squirmed but the grip on her remained as solid and steady as iron. “You will watch them die, one after another, while you remain young and beautiful. All that you have ever known will be eroded by the sands of time until there is nothing left, nothing but a kingdom that has long since ceased to resemble anything you once recognized.” The palm pressed down harder than ever, holding her flat against the stone and the dirt, crushing the life out of her. “What will you do then, Twilight Sparkle, when every pony that you have ever held dear has been buried, their eyes plucked by crows and their brains full of worms and their bones turned to dust?!”

And she didn’t have any way to reject this, because she knew that it was true. Some part of her had always been aware of it, no matter how much she didn’t want to admit to it. She had watched her friends grow and change in the years since they all came together as they each reached for their dreams. It had always made her happy. It had been so innocuous. But farmers and athletes and bakers and seamstresses and caretakers and even dragons were not princesses. The day would come when they were taken from her, and she would continue on and on without them. Every step that she took closer to the throne of Equestria was another step away from the life that she had once known.

She felt the weight upon her. The literal. The metaphysical. The flesh. Smothering and choking. It would be so much easier just to give in. It would be better that way.

But at no point did she cease her struggle. Her palms dug into the ground and pushed, and no matter how astronomical the force exerted upon her was she didn’t stop pressing back against it. She gritted her teeth, and her eyes burned, but she wouldn’t allow herself to shed tears.

“What are you doing?!” the darkness rumbled at her, burning with rage. “Why do you persist?! Do you not understand the pain you are inviting upon yourself?!”

“I don’t care!”

With all her might, Twilight Sparkle pushed back, and in that moment she felt as if there were six others pushing along with her, their light filling her senses and easing the ache of her body. She sprang upward and unfurled her wings, and the grip upon her was flung off, the monster thrown back, stumbling and falling, collapsing in a heap. The alicorn stood, and though she breathed wearily her posture was steady and firm. A corona of strobing rainbow light surrounded her, and her eyes emanated a pure white glow.

“I don’t care if it hurts!” she shouted, indeed pushing through the ache that gnawed at her heart. “I don’t care how hard it will be for me to be without them! I don’t care how hard it will be for me to be a princess! I don’t care if it would be easier for me to shut myself in a library and read books for the rest of my life or glut myself with ecstasy until my brain melts out of my ears!”

Her acerbity diminished as she watched the fused princesses stagger to their hooves again. The ground was shaking, the walls of the ruined throne room crumbling further, dust and debris cascading down the lunar mountain. She discerned a greater degree of life in the eyes of the mares. The shadow between them roiled and frothed, its shape dissipating, its form unstable. So Twilight Sparkle continued with her wings folding back, but her severe determination remained.

“Life is full of pain. We can’t avoid it every time. Sooner or later, something is going to hurt us. Whether it’s because we fail at a task, or we face illness or injury, or we mistakenly step out of line, or we lose somepony important to us. Someday, everypony I know today will be gone, and it’s going to hurt, but I don’t care! Because all that tells me is that they meant something to me, and in a thousand years from now, or two thousand, or ten thousand, I will always remember how important they were! I will always remember Rainbow Dash teaching me how to fly! I will always remember Rarity fussing over my mane before my coronation! I will always remember Pinkie Pie throwing me a surprise party when I was feeling down! I will always remember Fluttershy showing me how to take proper care of Owlowiscious! I will always remember Applejack drinking cider with me until we both passed out laughing! I will always remember every time Spike was at my side to help me! As long as I am alive, they will continue to live with me! I’m not going to run away from pain anymore!”

The darkness snarled and spat and gasped, burning eyes staring holes in her. They took one step forward, arms reaching out, fingers grasping. Then they fell, landing in an uneven kneeling posture, drooping limply. Their face hung listlessly. “How can you be so sure?” they all asked, their rage gone, leaving only the sorrow and doubt.

“I can’t,” Twilight Sparkle said, and she smiled wryly, “that’s just how life goes. I can’t stop just because something didn’t go the way I wanted it to.”

They were silent for several seconds before giving a single weak chuckle. Then the shadow faded entirely, leaving only two merged faces.

“Princesses…” She stepped forward uncertainly, into the shadow of the warped ponies. She extended one arm, holding her hand up toward Celestia’s face. Both of them had their eyes closed. They were still and lifeless. Worry bloomed in her chest.

Arms closed in around her, gently pulling her into an embrace, pressed against the gnarled flesh, but she didn’t care, returning with her hands reaching around the conjoined necks.

“Twilight Sparkle,” Luna murmured.

And Celestia finished, “Thank you.”

The moon crumbled around them, and they fell together into the dark.

Author's Notes:

Don't worry, I was saving the real body horror for last.

Boss music for your consideration.

I don't think I had too much of this sequence planned from the beginning, I was just winging it most of the way through, again having to try to give each of the characters a decent time in the spotlight. Twilight's epiphany was in the works for a long time though.

I'm aware that the silk ropes are somewhat nonsensical and the net needs to have some kind of weighting in order to be effective, shh.

I didn't originally have Fluttershy and Pinkie Pie's transformations at the same time as Rainbow Dash, but when I was trying to think of how to get to them I couldn't come up with any better ideas so I just put them earlier.

Fluttershy's final transformation was the one I fumbled for the most this time, and I was all too eager to go for tree TF when it was suggested by KaijuKing. Again I swear I wasn't conscious of the line she has in canon about wanting to be a tree.

Some very specific word choice with Rarity's transformation.

I'm still not entirely convinced that this chapter does a good job of blending the fetishistic content of the fight scene with the heavier themes of the dream, but I can't keep fussing over it forever so we're just going to have to throw caution to the wind and put it up.

So we're uh...a hundred thousand words into this transformation story and only now getting some extensive on-screen transformation. Oops.

If you enjoy my work, consider supporting me on Patreon or Ko-Fi!

Chapter 13: Disentanglement

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…

“Wake up.”

Twilight Sparkle awoke to find her eyes full of dark.

The formless dark of the Between.

She wanted to snap to attention, but she was of course unable to move, unable to go through the motions of bolting upright from her slumber. The mental approximation of a disgruntled sigh ran through her brain.

There was no sign of Celestia or Luna from what she could see. She could not even sense their presence, and given how bright and unmistakable they were that lent the impression that they were either so distant from her as to be beyond notice or they were simply not present here. The notion of where else they could be eluded her.

“I saved them…we saved them…they should be fine.”

A flurry of doubts proceeded to assail her, a school of piranhas making an earnest effort to tear that idea to shreds. She managed to keep all but a scant few from chewing through her armor. This was not the time to worry about such matters.

Heaviness pervaded her senses. She knew that she was unable to move because there was no span of time within which such movement was possible, and yet it was a distinct feeling of languidness that was holding her down. The limited view she had of herself suggested nothing amiss, nothing rising past her muzzle, no flabby sleeves on her arms. Her nerves, however, tingled with the ghostly remains of the sensation of flesh, of skin bulging and pressing together, of additional anatomy, of inflamed loins. She recalled that ponies who lost limbs would sometimes experience phantom sensations of the parts that were gone, itches that could not be scratched. Was this what it would feel like to be rid of the baleful changes which the corruption had afflicted her with?

It seemed like such a hassle. It would be better if she just—

“No.”

The black was forming. It swirled around her, a shark circling its prey. Twilight Sparkle tried to squirm, still to no avail, not to escape but to attempt to stand firm, to tense her muscles, to channel magic. She had come too far to give up so easily, to be taken while she was lying down. She wished nothing more than to be able to bare her teeth in a snarl of defiance.

The corruption poised itself to crash over her like a tidal wave.

And then, from the smoky murk, something emerged.

The alicorn only saw it for a scant few seconds, enough to burn it into her mind while also offering little distinct information for her to latch onto. It was an impossible shape, so vast in its scale that she couldn’t see its beginning or end, like a wall that came out from the void. A seam parted, opening up in a gaping abyss, and it snapped forward and enveloped the cloud of corruption. Then it was gone, receding into the gloom, but she could still detect its presence, and it promptly defused her bluster and prompted a chill along her already-frozen spine.

“Twilight Sparkle.”

The voice boomed through her. She remembered it. The distant words that boomed in the depths of her subconscious.

“Hello?” she asked, without thinking about moving her mouth, and then promptly being surprised about being able to do so. Some semblance of reality was washing over her. Almost literally—it felt like a warm bath placing itself around her. She found herself drifting slowly downward until her hooves landed on something that could approximately be called a floor. There was resistance to her movement, and she felt her mane and tail billowing faintly, as if she were submerged in water, though there was no sensation of wetness, her fur completely dry.

She looked around herself, and she thought she could dimly discern shapes within the dust of the Between. Corners, edges, the formations of walls and columns surrounding her. A grand hall cast in shadow. And there before her was the vast dark, no less immense in its proportions, imposingly monolithic even as it stood at the other end of the hall.

It approached. It glided soundlessly across the floor, undulating and twisting through the air. As it came closer, though, instead of only seeming all the more massive, it shrank, compressing to sizes that were more manageable, until finally she could discern a figure closer to that of an equine. The silence was broken by the punctuated clacks of steps across the ethereal floor.

“Or do you prefer simply Twilight?” said a voice from the gloom, smooth in its cadence but deep in its tone, leaning just slightly toward masculine.

He emerged from the gloom. The pony’s first thought was that he most closely resembled a dragon, and she was more than a little reminded of Spike’s corrupted form. His reptilian face bore white scales and was surrounded by frills, fleshy membranes colored dark purple and teal, a crooked horn emerging from the center of his forehead. Fin-like wings emerged from behind him, held dramatically out toward the sides, a long tail trailing in his wake. He wore long robes that obscured much of his form, deep amethyst with white tassels draping over the front. She could just see the feet underneath the hem of the segmented skirt, tipped with curved talons.

The loose cloth also made it impossible to ignore the way it draped over his prominent breasts, globes easily as large as his head, the broad slopes of his hips and thighs, and the promiscuous bulging shape of the groin, to say nothing of the plump glossy lips at the end of his snout. Twilight Sparkle couldn’t keep herself from being on edge by the sight of another oversized bimbo. It didn’t help matters that, though he was no longer a gigantic shadow, it was apparent as he came stand a few paces from her that he still towered over her, nearly twice her height.

He stared at her with his dark eyes, sea-green irises with narrow pupils swimming in pools of black, and then he sighed through his nostrils. “My apologies, I’m sure you must have had more than your fill of hyper proportions this past night,” he said, and he gestured to himself with one clawed hand, “this is simply how I feel most comfortable. I can tone it down if you prefer.”

“I…” She blinked in confusion. “What?”

“My size. I can tone it down.” The white dragon then placed his hand against his chest and pressed in, and all at once his breasts and the rest of his form compressed inward.

“Th-that’s…” She couldn’t keep herself from staring, dumbfounded, her hesitancy quickly becoming forgotten. “No, it’s…it’s fine, I don’t mind that much.”

He nodded his head. “If you say so.” The shrinking undid itself with a slight bounce as the flesh settled. There was no trace of a magical aura around him to suggest that there were spells being cast, no light from his horn.

“H-how’re you doing that?” she stammered, the question tumbling out of her mouth as curiosity got the better of her. “It requires a monumental skill to cast spells that alter somepony’s body! And I…I can’t even sense any magic from you!”

“Well, I can cast spells like that,” he replied, and his stoic demeanor was broken by his lips spreading into a faint smirk. He held out one of his hands and the air around it rippled with plumes of violet light. “When it comes to myself, though, it’s far more effortless. This form is actually a construct, so I can alter it with nothing more than a thought.”

“What?! So…does that mean that you’re—!” She cut herself off. Her inquisitive nature was getting the better of her. These were not the important questions that needed to be answered. “H-hang on, wait, back up,” she said, recomposing herself, “so…are you…” She reached into her brain, expecting to have difficulty finding the information that she needed, but this time the name that had eluded her showed itself immediately. “…Non?”

“Yes,” he said plainly with another nod, “I take it that means you got my message after all.” A moment later his gaze drifted slightly, and he raised a finger to stroke at his chin and muttered, “Then again, I suppose if you hadn’t gotten the message, you might not have even been here at all…”

“How did all of this happen?” Twilight Sparkle interjected, unable to keep her urgency and frustration from getting the better of her, however briefly. “Where did the corruption come from?”

Non’s eyes focused on her again. Despite his hypersexual appearance, a form that was presumably meant to seem alluring, there was clear weariness in his features. His shoulders heaved with another long sigh. “Perhaps we should take a seat for this.” He then reached behind him while leaning back in what seemed to be miming the motions of taking a chair, but as he did so the dark of Between shifted, and there was the shadow of a chair for him to rest upon. He gestured to her, suggesting, it would seem, to do the same. Twilight Sparkle looked behind herself, seeing nothing out of the ordinary, but when her hand clasped at the open air it was abruptly as if a chair had come into being. She stifled the urge to ask about this and simply sat. Upon turning back, she now found that there was also the faint impression of a table between the two of them, obscuring Non’s lower body. Even though there should have still been a fairly considerable disparity in elevation between them, she found that she could see his face with greater ease now, hardly even craning her neck upward. She saw that the neckline of his robes was cut low over his chest, exposing a fair amount of cleavage but also a series of dark markings centered over the sternum.

“What have you learned about how the corruption works?” he asked, his gaze now fixing her with an analytical sternness. It was the way that a teacher would ask a student a question. Celestia had assumed this manner with her many a time. She was only now finding herself conscious of the fact that she was naked, deprived even of the decency of underwear. By now, she was too desensitized to even be alarmed that she was desensitized to this.

Twilight Sparkle drummed her fingers on the table for a few seconds before she replied. “It…it has something to do with pain…trauma, regret, things like that. It latches onto those memories and…makes you forget them.” Thinking about it, just saying it, made her stomach lurch. “And it replaces that with…pleasure, by…making your body…” Then her lips locked together, and the only way she could illustrate her point was by spreading her arms out to the sides and shaking them emphatically.

Non hummed thoughtfully, raising his brows. “That’s just about the gist of it,” he said, now tapping a finger of his own on the table, “though it’s not quite as clear-cut as making you want to feel nothing but pleasure.”

“What do you mean?”

“It makes things simpler. It makes life…uncomplicated. It makes it so that you no longer have to be concerned with anything. If you were to need something, you would find that you simply have it. If an obstacle were to stand in your way, it would suddenly remove itself. If you were to become injured, no matter how severe, the damage would heal itself automatically.”

Twilight Sparkle found herself remembering the battle with Celunastia, how they shrugged off her and her friends’ efforts to hold them back. She also remembered when Spike had appeared to be knocked out, or worse, only to return to consciousness moments later. She even remembered when Pinkie Pie had turned off her magic, for lack of a better way of describing it.

“Your faculties are still exactly as they were before,” Non continued, pointing to his head, “you simply no longer have any need to make use of them beyond what’s deemed critical. The corruption is actually harmless at the end of the day, its only desire is to make people’s lives better, albeit in a narrowminded, perverse sense. If allowed to run rampant, the real danger comes from the panic of those around the afflicted. That is, unless there is the potential for a singularity to form, which can alter the very fabric of the world that the corruption arrived on. Yours is not the first world where something of this nature has happened”—his countenance turned grave—“and it also would not have been the first time I arrived too late to stop it.”

A heavy silence fell over them for several seconds before Non then said, still serious but with a hint of something lighter, something like hope, “What you do represent, however, is the first time that anyone has been able to stave off the corruption, let alone a singularity, without my intervention.”

Her eyes widened further. “What? But…the first?”

“Not every world in the cosmos has access to magic or things of that sort, Twilight,” Non said with a slight shrug of his shoulders. “What you or I might consider a natural part of life would to them be mere flights of fancy. Frightfully dull places, I must say. They had no chance of fending off an ethereal presence. Sometimes a person may be able to resist the corruption if their wills are strong enough, but that only prompts it to double down and increase its effects, and it’s only a matter of time before anyone gives in.” He leaned forward, and if Twilight Sparkle didn’t know any better she’d think that he was looking into her. She briefly considered that this must be what it felt like for somepony else when they were the subject of her own curiosity. “Never before, though, have I seen someone outright free themselves of the corruption.”

“Well…only partially,” the alicorn admitted sheepishly, crossing her arms over her front. “It seems I could only shake off the mental aspect of it. I…we were still…big.”

“I feel that you might have figured it out eventually if you had the opportunity for it.” He offered her an encouraging smile before he hummed again. “I really must know, though: what was it that allowed you to have this breakthrough? This is something that could have enormous ramifications for my efforts to contain the corruption.”

She stared back at him for several seconds, blinking. She wasn’t sure what to say, not because the answer was unclear but because it seemed so clearly obvious. So she said plainly, “It was Harmony.”

Non’s brows furrowed. “What, like musical harmony? You used song to wake yourselves up?”

“N-no, I mean like…Harmony.” She said it as emphatically as she could to really indicate the proper-nounness of it. “It’s the bond between ponies. Or…other creatures.” She may still not know what exactly Non was but he certainly served well to remind her of dragons and by extension the myriad other lifeforms that inhabited Equestria. “My friends and I, we…we were once the bearers of something called the Elements of Harmony. It signified us as being the paragons of those particular virtues that made up Harmony. It was because of this, I think, because we were so close to each other, that we were able to maintain our consciousness. They all worked together to help me wake up, and then I did the same thing for them. And…well, Spike, my brother, he wasn’t a bearer but he’s…close to us too.”

Non stared back at her. Incredulous. Disbelieving. She was expecting the question before she even heard it. She had gotten very used to ponies who couldn’t entirely swallow the idea of something so absurd, no matter how many times it had led to the saving of the country. “So what you’re saying is…” he asked, tapping a finger against the table, “you were using…the magic of friendship?”

“Yes, basically,” she said plainly and without hesitation.

He kept staring for several seconds longer before finally he gave a snort of laughter and his lips parted in a grin. “Well, shit, I guess I was making the solution out to be way harder than it needed to be.”

Twilight Sparkle managed to smile back and chuckle weakly. She found herself able to speak more easily as the hypothesizing side of her brain kicked into high gear. “I guess it’s still not really easy. You’d need to have a group of friends who are close enough for their resonance to bond together. That’s not something you come across every day, probably. I’m also not sure it would have worked if we hadn’t all…become corrupted beforehand. Even despite…what it did…I think it was also important for bringing us together.”

“Perhaps, but it might still be possible to harness that energy in some manner,” Non mused, his own posture seeming to relax as well. “If I could provide my agents with more means to contain the corruption and protect themselves, it would make it a lot more feasible to send them out into the field on their own.” His gaze shifted downward. His expression faded somewhat as he nodded his head. “Friendship…it sounds so obvious now that I think about it.”

Twilight Sparkle remained quiet, watching him, before she eventually said, “Non, you still haven’t answered my other question.”

He looked toward her. Wariness flashed in his dark eyes. “What question?”

“Where did the corruption come from?” she reiterated, and she spoke with a pointedness that turned the tone of the conversation firmly on its head.

And she watched as Non slowly but surely deflated. His posture slackened and his face turned away, eyes closed. She almost thought even his breasts started to sag, just slightly. The confident demeanor he had demonstrated up until that moment evaporated all at once. It spoke to her of many things at once before he even opened his mouth again. Regret. Shame. Anguish.

“There was a time when I was…in a lot of pain, Twilight,” he said quietly. He seemed to shrink as he clasped his hands in front of himself, over his stomach. “I had lost a lot, and…I was worried that I might lose everything else. I went a little mad. A lot mad, honestly. I got better from that, but…the pain never really went away. It continued to fester. So I decided…I would make it go away.” His hand reached toward his chest, brushing at the markings there. “I changed myself. I turned off my ability to be inconvenienced by anything, so that way I didn’t have to think about pain. It worked…for a while. No matter what I did, the pain kept leaking back in. I just…” He covered his face in his hands next. “I just wanted to forget. I made the alterations to my psyche and body more and more potent to combat it and…eventually I just…stopped thinking. I had become…corrupted.”

Twilight Sparkle listened, her ears drooping, feeling her breath catch in her throat. “So…that makes you…patient zero?”

“In a sense, perhaps,” he said quietly before turning to her again, “but that would imply that I was a victim of the virus that is the corruption. The reality, Twilight, is that I am the corruption—or, rather, the corruption is me. Remember when I told you that this body is only a construct?” She thought she understood, but she was not prepared for when he held up a finger and dug it into the corner of his eye, and she couldn’t suppress a flinch and a startled gasp. He pulled, and the surface of his face distorted, the bone structure warping, like a rubber mask, and through the straining eyehole what she saw underneath was only a shapeless roiling darkness. “I am not a physical creature, Twilight. My body died years ago. All that remains is the essence of my spirit. And while I was in that corrupted state, a…a piece of my essence split off, and it escaped through the fabric of my universe and into the realms beyond. By the time I came to my senses again, it had propagated and multiplied and spread its influence to countless worlds, infecting their inhabitants and spawning its own proxies.”

His face snapped back into place, and he resumed his stoic posture, leaning forward with elbows resting on the counter, albeit now with a visible heaviness in the way he hung his head, wings wilting at his sides. “I’ve been trying to correct that mistake ever since.”

And in the end, Twilight Sparkle could only stare. In the silence, the pounding of her heartbeat was deafening. There was a turmoil of emotions within her, and she couldn’t ignore the part that was bristling with indignation. She had never really expected that she would find the source of the corruption, what had caused all of these terrible things that had happened to her and her friends and who knows how many others along the way. And now, here it was. This was her opportunity to voice her displeasure.

She closed her eyes and inhaled a deep breath, her posture relaxing as she let it go.

“You said you were afraid of…losing things,” she said softly, “did you lose any of them in the end?”

“No,” Non replied. “They’re still with me.”

“So, you’re not alone?”

He shifted uncomfortably. “No…but it doesn’t feel that way sometimes. I’ve tried…I’ve really tried, but…I can’t stop feeling alone.”

Twilight Sparkle leaned forward. The shadowy table between them seemed to constrict, shrinking the distance between them. She looked up at Non, and a faint smell of lilac and licorice emanated from him. He was strange and alien and bizarre and she still had to question the idea that he found this kind of blatantly sexualized appearance preferable.

She extended her hand toward him.

He hesitated momentarily before showing movement, slowly reaching with his own hand to meet hers. His was far larger, almost enveloping hers, but they clasped together all the same, warmth flowing from one to the other.

“It’s hard to be alone,” she murmured, “but even when you’re all by yourself and there’s nopony by your side, you still hold on to the memories of everypony you used to know. They may not physically still be with you, but they will always be a part of you.”

Non slowly smiled and nodded his head. “Yeah…you’re right.”

With a gentle tug from the mare to urge him forward, he leaned in as well. The table vanished entirely, leaving room for the two to share a quiet embrace, arms and wings both wrapped around each other. Twilight Sparkle found that she couldn’t even mind the cushy warmth of his bosom pressing against her chest or the fact that she was still naked.

“Well,” Non eventually said, “are you ready to wake up?”

And Twilight Sparkle faltered, confused. “I’m not awake? I thought this was…” She wasn’t really even sure what she had thought before.

“The lot of you were in a fugue state when we found you,” he said with a chortle, “a sort of pleasure coma. It’s a very common occurrence for those who have gone through multiple cycles of corruption. I’ve been working on fixing you up while we talked; this is simply what your unconscious mind created, something easier for you to compare with. You were in really deep; you got a number done on you.”

“O-oh. Then…then everypony else is…?”

“They’re fine. They’re all crowding around me as we speak, in fact. You’ll be able to see them right about—”

Twilight Sparkle suddenly felt like something was being pulled from within the center of her brain, yanking hard before snapping, and then everything went white.

“—now.”

Light filled her eyes. Not the ambient sourceless unlight of the Between. Genuine light, bright and more than a little blinding.

She raised a hand over her face and sputtered. “What—?”

“TWILIGHT!”

She was promptly pulled into a crushing embrace as someone practically threw themselves on top of her. She was still discombobulated, but she felt scales against her cheek as she was nuzzled. “You’re okay!” Spike exclaimed, almost hysterically, laughing and sobbing all at once.

“Sp-Spike, what…you’re…!” she gasped back between choked breaths.

“Now back up a moment there, sugarcube, I know you’re rarin’ to go for this, but you can’t go crushin’ her.” It was a voice with the harsh twang of a southern accent—not a melodic southern belle accent—speaking. “‘Sides, we all want a chance too.”

“Yeah, we all need to hug Twilight too!” There was another voice, high-pitched and bubbling with overflowing delight, not restrained in the slightest.

“Applejack? Pinkie Pie?” Twilight Sparkle asked, still blinking her eyes at the rush of illumination flooding into her.

“Don’t forget the rest of us, dear!”

“Oh, it’s so good to see you’re okay, Twilight!”

“You really had us worried there for a few minutes! Not me, though, I knew you were gonna be fine.”

And there was a distinct lack of any babbling commentary from a talking sentient phallus.

At Applejack’s urging, Spike relaxed his grip on her, letting her ease herself into a sitting posture. She felt a hard floor underneath her, and she never would’ve thought she’d be so happy to feel the soreness of her rear in place of the overwhelming pliancy of flab keeping her cushioned. Her vision started to clear, and the first thing she saw was not a glossy purple mound rising past her muzzle but Spike’s face, grinning wide despite the tears in his eyes, while he kneeled before her. She saw Applejack and Pinkie Pie standing on one side, and Rarity and Fluttershy and Rainbow Dash on the other, all smiling and relieved in their own ways. The dragon and ponies she knew, in the way that she knew them, no face-obscuring lips, no eclipsing breasts and penises, no extra appendages, no inexplicable anatomy. “Spike…girls…!” she whispered blearily, unable to hold back her own smile and her own tears welling up in her eyes.

That was all the signal they needed. Twilight Sparkle and Spike embraced again, mutually squeezing with all their might, and the other mares knelt down around them to do the same, tighter and tighter as more arms and bodies were added to the mix. They laughed and cried and giggled and sobbed, incoherent syllables bleeding into each other. The alicorn didn’t even care that she, at the epicenter of the hug, was being nearly crushed, even as they all toppled as one and were back on the hard floor all over again.

She couldn’t entirely suppress that one part of her psyche that was just a little disappointed at the lack of softness, the lack of flesh pressing together. That was something she could unpack later when she had the focus and capacity for it.

All that mattered for the time being was that it was over.

It was finally over.

“I’m…I’m so glad to see you all again,” she whispered, her vision clouding up all over again from her tears.

“We’re here thanks to you, Twilight,” Spike said in response.

“No.” She pulled back enough to look at each of them in turn. “It’s thanks to all of us. We brought each other here.”

“Well, I wasn’t going to say anything about that,” Rainbow Dash said with a smug air, pushing out her chest, “but if you’re going to insist, I do have to admit that I was quite awesome today, even if it was in a weird way.”

“Rainbow,” Fluttershy remarked teasingly, reaching to prod the other pegasus in the side, “I seem to recall you nearly falling asleep on the job.”

“Hey, it’s not my fault that it takes a lot out of me to cum somepony into submission!”

“Anyhow,” Rarity interjected with a grimace before that topic could go any further, “we all were glad to do whatever we had to do to stop this dreadful catastrophe from taking place.”

“‘Tweren’t nothin’, Princess,” Applejack said, starting to move her hand in a gesture that might’ve been meant to be a tip of a hat before she remembered she wasn’t wearing one, “all in a day’s work ‘round these parts, I reckon.”

“I dunno, I feel like this is gonna be the peak for us as far as big meanie threats go,” Pinkie Pie mused, tapping at her chin, “it’s gonna be kinda tame if Sombra comes back again and he doesn’t at least have a big penis.”

“Oh please, don’t even joke about that.”

“It’d be a pretty big target to kick at least!”

Twilight Sparkle could still only laugh, and she held on as tight as she could. “Oh, Celestia, I missed all of you so much.”

“You weren’t out for that long, Twilight,” Spike said with a chuckle.

“And we were still with you, in a way, weren’t we?” Fluttershy asked.

“I don’t think I entirely understand it,” Applejack added, “but even while I was under I still…felt you, and everypony.”

“I know, it’s true,” the alicorn said, nodding her head, still smiling and giggling, “we were still connected to each other. We were together, spiritually. But it’s just…being with you, I can’t get enough of it. I love the way you act. I love the way you…” She faltered as she looked at each one of them in turn, more closely than before, and her brow furrowed. “…What are you wearing?”

It only now occurred to Twilight Sparkle that each of them was clothed in—actually, “clothed” seemed like a severe overstatement. It was more like haphazard wraps of fabric that swaddled each of them, a style that was most akin to togas. She couldn’t have imagined that Rarity would ever allow any of them to wear such gaudy improvised garb in public unless it was an emergency and there was no other option. Then again, she figured that was exactly what the circumstances had been.

Speaking of Rarity, the unicorn gasped. “Oh, goodness, that’s right, we can’t have you naked! Quick, quick!” She broke off from the hug and scampered away, and the others steadily separated as well. Ironically, this had the effect of making Twilight Sparkle’s nudity more apparent as she stood up, clasping her hands anxiously over her genitals. Spike blushed and turned away while the others huddled close to her. Despite the circumstances, she was most alarmed that she wasn’t particularly alarmed at all, having gotten so used to being hopelessly uncovered for the past indeterminate span of time. At the same time, it seemed far more real now that it was her original, proper body, not some exaggerated parody thereof.

“Here, darling, quick!” Rarity came back, dragging a bag that was nearly as tall as she was, and from it she telekinetically fished out a bundle of cloth which she then threw at Twilight Sparkle.

The lavender mare, in turn, was taken by surprise, and nearly fell back with a muffled yelp when the mass hit her in the face. After recovering, she held it up before herself, finding it to be silky magenta fabric. “What is this?” she asked aloud.

“It’s clothes!” Pinkie Pie exclaimed while pointing to the sky blue drapes which covered her own body. “Only, you know, the kind that big bimbo ponies would wear!”

With her magic, Twilight Sparkle held out the cloth in front of her. It turned out to actually be two separate articles, two big loops of fabric which she realized were probably supposed to be a tube top and a skirt. Of course, they were each of a span that was nearly as broad across as her height, which suggested that either they were supposed to be worn by a giant or just by a pony who was outrageously broad. She noticed that there were no forms of undergarments, and she was mortified at the idea that she would’ve still been walking around with her swollen labia presented for all to see.

“Can you believe that I just had these all this time and forgot about them?!” Rarity said exasperatedly, shaking the now-presumably-empty bag before letting it fall over and throwing her hands up in the air. Only now did Twilight Sparkle recognize it as well, remembering that the unicorn had been carrying it with her when she arrived at the Castle of Friendship earlier, only to be interrupted before she could reveal its contents. “We could’ve had at least some sense of decency instead of gallivanting around Equestria in the nude!”

“Well, they probably would’ve gotten ruined when we got, um…extra big,” Fluttershy murmured, shrinking into herself with a faint rosy tint on her cheeks.

“I’m still thankful for it, Rarity,” Spike said with a smile, holding his palm gently over the mottled green and purple that covered his chest. “I kinda wish we could’ve worn them earlier, just so we could appreciate the way they were supposed to look.”

“I suppose so.” Rarity sighed, melodramatically holding a hand over the side of her face. “I don’t want to think about how much fabric went into these.”

The amount of fabric at least meant that, while the clothes wouldn’t fit as they had been intended, there was plenty that could be used to cover oneself. Twilight Sparkle took the top and skirt and wrapped them around her chest and waist, which provided more than enough to garb her torso and thighs. She just had to hope that nopony had an opportunity to look up her makeshift skirt.

And while she did so, she also took the time to properly observe their surroundings.

She recognized the throne room of Canterlot Castle, both for what it should and shouldn’t be. The floor was now largely as it was meant to be, tiled marble with the long carpet leading up to the dais upon which the thrones stood. Patches, however, were still cracked and distended, in increasing severity up along the walls toward the ceiling, though the gaps in the stone no longer showed seething wisps of corruption. Sunlight filtered through stained glass windows, those that were intact and those that were still broken, fragments sending scattered beams of light.

But what really caught her attention were the strangers who were scattered across the chamber. More than a dozen of them, they were tall figures, most certainly not ponies, wearing obscuring robes like Non’s, but with the addition of hoods and masks that covered their faces, even their long tails completely covered. Also much like Non, most of them were of a rather exaggeratedly voluptuous persuasion, clothes bulging and draping over their frames, though by the standards of what she had seen before now she had to suppose they were of a relatively reasonable standard, none having to push their genitals across the floor with every step. She watched as a group of them stood by a wall, their hands raised toward it, and the seams in the surface mended themselves, reality reasserting itself at their command.

And she saw Non himself standing a few paces away from their group, conversing with a couple of the hooded figures, seemingly giving instructions. As if sensing her eyes upon him, though, he promptly glanced in her direction. His features had been calm and stern, but as their gazes met he softened slightly and offered a sympathetic smile.

“Non, what’re—”

“Twilight Sparkle.”

They both turned in the direction of the new voice and the approaching hoofsteps that accompanied it. Princess Luna was striding purposefully across the room toward them, clad in a blue bathrobe. Princess Luna, with her sparkling mane full of stars, bright and vibrant once more, and her face regally composed. The hooded figures, despite their stature and whatever magic they might have possessed, seemed aware that she was not the sort to take kindly to interruptions, and those who were nearby gave her a wide berth as she went past. She came to a stop, and her eyes flitted about. First to Non, her expression hard and inscrutable. Then a consolatory glance around the group before finally settling on Twilight Sparkle. “Celestia wishes to speak with you,” she said tersely, and, before anyone could get another word in on the matter, she had already started to turn around and walk back the way she came.

“Wh—! But—!” she sputtered, looking back and forth between the departing alicorn and the others.

A hand was gently placed on her shoulder. “Go on, Twi,” Applejack said reassuringly, “you’ve been worried sick about her, ain’t you? Everythin’s fine here, we can hold down the fort.”

“O-okay,” the lavender mare replied, offering a hasty smile before she started off.

“And we’ll be sure to keep an eye out for any fishy business going on!” Rainbow Dash added with boisterous confidence.

And before she had gotten too far away, she heard Non snickering and muttering under his breath, “Fishy, huh?”

Twilight Sparkle crossed the room, following in Luna’s steps, out into a hall that joined with the throne room. She was close to catching up when she passed by a balcony that looked out over the sprawling slopes of Mount Canter, and she couldn’t resist stopping to spare a glance. There was no sign of the storm of violet energy that had surrounded the castle before, and the night had gone with it, giving way to a pleasant sunny day. She felt like she would have hoped to catch the sunrise, a visual that would have been more thematically appropriate for the end of the night’s torments, but it occurred to her that it was probably well past morning by now and it had been necessary to catch up to what the celestial positions were meant to be.

“Tia once told me that the last time she missed a sunrise was about seven centuries ago,” Luna declared abruptly, now standing beside Twilight Sparkle and taking in the same view.

“How did that happen?” she asked, just a tad wary.

“Oh, I believe it was the aftermath of some peace meetings with the hippogriffs,” she replied with a scoff and the faintest of smirks to suggest something more, but the younger alicorn chose not to pry further. “Regardless, she slept in, not even more than an hour, and the ponies of Canterlot were threatening a riot at the castle gates. How I wish I could have been there to see her reaction when she awoke.” She chuckled briefly before her expression sobered again. “I suppose they would have been doing the same thing by now if they were not doubtlessly already occupied with more pressing matters. I do not wish to think about how many ponies were tainted by this…corruption.”

Twilight Sparkle bit her lip anxiously. There had been enough of a panic in Ponyville, a relatively small country town, how bad could it have gotten in larger cities like Manehatten? “It’s only supposed to affect creatures who have deep-seated trauma and regrets,” she said hopefully, “how many like that can—”

“I do not believe you want to know the answer to that question, Twilight,” Luna sternly interjected, bitterness etched across her face. “I watch the dreams of all of Equestria, I know better than anypony what tortures the minds of mortals. Just here in Canterlot, how many ponies do you suppose still wake up in a cold sweat because they imagined themselves being controlled by King Sombra, or that somepony they loved was actually a changeling in disguise?”

She felt herself blanch, and her ears and wings drooped. She had gotten so used to the task of saving Equestria, to the effect upon herself and those immediately close to her, the notion of the ramifications of so many disasters upon the commonponies of the land rarely occurred to her. She certainly knew that it wasn’t something she was above either; she still had nightmares of numerous scenarios in which her dear friends threatened to abandon her. That was on top of whatever personal problems kept any of them up at night, a violent cocktail of emotional turmoil.

“That Non creature informed us that he already has agents across the country working on repairing the damage that has been done, so that means the immediate dilemma is resolved,” Luna then said after a long breath, an unhurried sigh, “but I have no doubt that we are going to see a rise in ponies demanding answers or action from the capitol. The calamity may be behind us, but this is only the beginning, Twilight Sparkle, mark my words. We are going to have a long road to rebuilding our sense of normalcy after this.”

“…Yes, I know,” Twilight Sparkle said quietly. She was well aware of the heaviness within her heart, even if it was now slighter than it had once been. She understood her pain, and she had accepted it, but that didn’t mean that it was healed. She was still anxious about the inevitability of her ascension in the coming months, and all that it would entail, all that it represented for her life and the lives of those around her. Her friends were all in much the same position, and she was even less sure about how to approach those problems. Someday…the pain would come for her.

And yet, paradoxically in spite of the apprehension which came from the greater volume of the burden facing her, she felt hopeful, because she knew that with all seven of them—and more—working together, they would figure out a solution sooner or later.

Then, with a quiet sigh, she said aloud, “Well, don’t want to keep Celestia waiting any longer than we already have.” She was anxious to see her, both to be sure that she was safe, and in anticipation of the reason for which she had been called on.

But after walking several paces, it became apparent to her that there was only one set of hoofsteps walking down the corridor. She turned back, and she saw Princess Luna still standing at the balcony opening, leaning against a column. Her posture was tired, reminiscent of one who had been physically exerting themselves and needed to stop to catch their breath, but her breathing was normal. Her eyes were glassy, staring off into the middle distance.

“Princess?” she called back, now much more than merely a tad wary, knowing what this kind of listless behavior could be indicative of.

Luna did not immediately snap back to attention, but she did give a twitch, as if jolted out of a trance. While still leaning against the pillar, she bowed her head and rubbed at her brow. Her eyes were momentarily covered, but the way her jaw clenched was plain to see.

“Luna?” Twilight Sparkle approached her again, started to reach for her but stopped and pulled her hand back, instead clasping at the cloth wrapped around her front. Being clothed, however rudimentarily, and being around other clothed ponies, may have been the greatest relief of all. “Do you…want to talk about anything?”

The blue alicorn remained quiet for several long seconds before she spoke again. “I…I thought it was over, Twilight.” The imposing regality of her voice was diminished, leaving only a mare who was forlorn and very, very tired.

“Thought what was over?” she repeated, taking a step closer.

“My…” Now Luna held her hand over her chest, against the beating of her heart. “My g-guilt. I had come to accept all these things that I had done. My resentment for Tia. Nightmare Moon. The war. The…the ponies I…” Her words choked themselves into silence and she carried on. “I thought I was…better…but it would appear I was wrong.”

“Luna…” Only now did Twilight Sparkle reach for the other mare, to take her wrist.

And Luna responded with a flinch, nearly jerking out of her grasp, and she stared back wide-eyed. “It is still there, Twilight, beneath the surface, and at any time it could come out and—”

But she couldn’t get away, and that left her open for Twilight Sparkle to pull her in closer. She was sufficiently taken aback that she couldn’t put up any other resistance, and soon she was brought into an embrace, arms wrapped tightly, but comfortingly, around her. She held still, confused, before she leaned in to do the same, wings unfurling and largely covering the smaller alicorn, shielding them from the world while the princess of the night whimpered and shuddered.

“Accepting your problem is the first step in getting over it, Luna,” Twilight Sparkle whispered to her, “but you can’t stay quiet about it, either. If you bottle it up, it’s just going to blow up in your face sooner or later.”

Luna continued to sniffle a few moments longer before she managed to chuckle. “Did not that exact thing happen to your friend Starlight Glimmer a while ago?”

She laughed as well. “Yeah, kind of, actually.” And then she paused. “Wait, how did you know about that?”

“Because she has had dreams about it, Twilight.”

“Oh. Right.”

They stayed that way a while longer, reveling in each other’s warmth, before they separated and continued on their way. They walked side by side, almost even in their strides. Twilight Sparkle offered to hold Luna’s hand, but she insisted that she was comfortable for the time being. A shame, because it was almost more for her own solace. She had her suspicions about the meeting that was awaiting her. It made her heart feel heavy, but that wasn’t going to stop her.

They finally stepped through another door, and they found themselves in Celestia’s personal office space. Amidst cabinets and shelves of papers and supplies and a modest collection of pictures and assorted trophies around the walls, at the center of it all was the princess’s desk. There were bins marked In and Out on the desk, the latter of which was notably empty while the former was home to a pile of scrolls. They walked in right in time to see a puff of smoke as another materialized out of thin air and landed on the pile, nearly falling off. The pony sitting behind the desk didn’t seem especially concerned with this.

Twilight Sparkle’s breath hitched in her throat momentarily.

Princess Celestia definitely didn’t appear to be corrupted anymore. Nor, however, did she much resemble the princess that she knew. There was no purple in her mane and tail, but they were not a billowing aurora of rainbow color either. Instead, she bore a simple mane of vivid scarlet hair that cascaded past her shoulders and was more than a little unkempt.

Much like Luna, she was wearing a gilded bathrobe of her own. Set on the desk in front of her were two plates, one host to a fried egg (sunny-side up, of course) and the other to a slice of cake. These were what seemed to bear the brunt of her attention, but she wasn’t putting much effort into eating either of them either, turning the egg around and around on its plate while the cake had a fork stabbed into it like it was a fresh kill. The princess’s golden, amethyst-studded tiara sat off to the side.

Most of all, however, it was her expression that prompted alarm. Not merely listless but actively dejected and morose. Twilight Sparkle had never seen the princess in such a manner. Even in the direst of circumstances, she had always stood at the ready to face whatever threat to her and her subjects was presented, no matter what the cost might be.

Fingers clasped around hers, Luna giving her hand a gentle squeeze, just briefly before letting go, and then she said firmly, “Sister.”

Celestia only barely looked up at them in response, and Twilight Sparkle nearly flinched when those dull violet eyes focused on her. “Good, you’re here,” she muttered. Her words were steady, but there was no life to them. “Please, take a seat.”

Luna moved to stand next to one of the two chairs that had been placed in front of the desk but did not sit down. Twilight Sparkle didn’t even do that much. “Princess Celestia, what’s wrong?” she promptly asked, almost demanded, unable to bear another moment of this behavior.

With a sighing groan, Celestia gave up the pretense of playing with her food and leaned back in her chair. “Nothing is wrong, Twilight,” she said flatly, “in fact I believe that I am thinking more clearly about everything than I have in a long time.”

The younger mare remained frustrated with this behavior, but she elected not to pursue it any further, at least in so direct of a manner. Despite having known her for most of her life, and more intimately than most Equestrians could claim to, Princess Celestia remained an enigmatic figure to her, a pony who guarded her secrets closely. She suspected that she might need to relay the same message to her that she had given to Luna. Instead, she asked, “And what is it that you’ve been thinking about?”

“Myself,” Celestia replied curtly, “and…” Her eyes flicked upward again. “You, Twilight.”

“Me?” She blinked, taken aback.

Luna’s gaze turned toward her momentarily as well. It was a look that communicated a wordless message: “Prepare yourself.”

“You have performed exceedingly well in the time since I accepted you into my tutelage, Twilight,” Celestia said, her voice never rising above a neutral volume. “You have far surpassed the accomplishments of any other student of mine. And the events of this past night might have been the greatest accomplishment of them all. You saved the world—”

“We,” Twilight Sparkle interrupted.

Celestia looked up at her, momentarily broken out of her reverie. “What?”

“We saved the world,” she stated firmly, “I couldn’t have done it without Spike and my friends.”

There was a twinge of something across the white mare’s face, a glimmer in her eyes. Then she resumed speaking like nothing had happened. “All of you, yes. You saved the world from a threat that none of us anticipated. We were grossly unprepared for what awaited us.” She steepled her fingers together and bowed her head forward. “It is…frankly inexcusable of me.”

“Princess, you can’t really—”

But this time Twilight Sparkle was the one who was interrupted.

“I am abdicating from the throne, Twilight.”

“…What?” she asked slowly, blinking dumbly. “I…I know that. We’ve been planning for that for months now, my ascension is just a few weeks away and—”

“Not in a few weeks,” Celestia snapped with a hard edge in her tone, “now.”

A heavy, oppressive silence settled over the office. Twilight Sparkle could only stare, feeling her heart beating madly in her chest. She turned to Luna, silently begging for answers, for reassurance, but the alicorn could only offer faint solace with her gaze. Back to Celestia, who remained as impassive as before.

“You…you can’t mean that,” she asserted desperately, words nearly catching in her throat.

“It has already been decided,” Celestia said bitterly, her eyes now focused on the desk again. “The announcement went out less than an hour ago. What did you think all of these were for?” She gestured to the pile of scrolls occupying the In bin, right as two more popped into existence on top of it. “Outrage and alarm, no doubt. You needn’t be worried, Twilight, I am not asking you to move up your ascension before you are ready. Luna will be glad to assume the roles which I had governed for the time being.”

A low hum of dubious contentment came from the mare in question.

“I have spent so long focusing on whether or not you would be a worthy and capable ruler,” she concluded, “that I did not consider whether I was myself.”

“But you are, Celestia!” Twilight Sparkle insisted, only now stepping up to the desk, slamming her palms on the wooden counter. “Ponies have followed your rule for centuries! Who else could have as much experience and wisdom as you?!”

“Experience? Wisdom?” Celestia scoffed back with a scowl, but still she wouldn’t meet anypony’s gaze. “Only as far as lying goes, Twilight. My reign has been a web of deceit since the very beginning. And there have been no greater lies than the ones which I told to you.”

“Wh-what?!” The young alicorn’s wings puffed out as her eyes widened. “What…what do you mean?!”

“It doesn’t matter anymore.” Now Celestia stood, arms folded over her stomach. “I’ve already done enough damage. Equestria will be better off with me as far away from the crown as possible.” And then she said words that the mare would’ve hoped to never hear come from her again: “It is better this way.”

Twilight Sparkle immediately felt the preliminary emanations of a spell being cast. She could recognize a teleportation spell instantly. She desperately reached across the desk. “Princess, please—!”

“CELESTIA!”

Everything froze at Luna’s outburst, accompanied by a slam of her hoof against the floor. The furniture rattled, and the pile of scrolls collapsed, rolling across the desk and over onto the floor. She glared pointedly at her sister, wings flared out behind her, silvery light glowing around her horn. “Don’t you dare run away from this!” she shouted vehemently, fury scarcely restrained.

Twilight Sparkle now saw Celestia in another manner that was foreign to her: a Celestia who was profoundly and utterly terrified. Her composure had broken entirely, leaving her shaking like a leaf in an autumn breeze. She seemed to earnestly try to hide behind her mane. There was fear and anguish in her quavering eyes, but the worst part of it was how she started to look toward the lavender mare, only to abruptly snap away. And that prompted a terrible realization in her before anything else was even spoken, that the princess wasn’t merely afraid, she was afraid of her.

“But…b-but I…” she stammered, showing the beginnings of tears.

“If you are truly cognizant of your failings,” Luna declared, firmly enunciating and punctuating her words, making her intent impossible to misunderstand, “then you will tell her the truth.”

Celestia remained standing a while longer. She looked pleadingly to her sister, but there was no relenting. Eventually, she sat down once more, hands clasped over her lap, and Luna gestured to one of the seats in front of the desk, which Twilight Sparkle now took. Luna herself continued to remain standing. The silence still continued for nearly a minute after that as Celestia contemplated her untouched breakfast and dessert, shuddering all the while, only slowly becoming still.

“You…” She spoke slowly, wetting her lips. “You were in my mind, Twilight. I…in the past, I had requested that Luna never come into my dreams. Even she had never seen the state of my mind before now.”

“We became intimately familiar with each other while we were merged,” Luna commented plainly.

“And now…you have seen it too, my dear pupil.” Celestia slowly, hesitantly looked toward Twilight Sparkle, still slightly askew. “Tell me, what did you learn about me?”

She, in turn, hesitated before responding, sorting through her words with care. “I can’t be entirely sure how much of it was you and how much was Luna, but…what seemed clear most of all to me was that you were…lonely.”

Celestia nodded slowly, and there was another long pause before she spoke again. “I have lived a long…long life, Twilight. I knew the very first ponies of the Sparkle family, your ancestors, when they first rose to prominence in Canterlot. I have seen countless other families rise and fall over the centuries. I have seen so many ponies…die.” She closed her eyes and breathed in heavily. “It was hard on me at first, after we first became alicorns. Both of us, me and Luna too, but me especially. I had to watch my grandparents die, and then my parents, and then my children…”

“You had—” But Luna gently shushed Twilight Sparkle before she could finish the question.

“It was painful for me, whenever I had to watch a friend or advisor or comrade succumb to the passage of time. But…” She glanced at Luna, and there was only the faintest glimpse of something hopeful and happy beneath the surface of her discomfort, something which Luna returned with a smile. “As long as we were together, I didn’t mind, because that meant I always knew there was somepony I could turn to.” The optimistic moment ended as quickly as it had begun, the dour atmosphere returning. “And then Nightmare Moon happened, and suddenly even Luna was taken from me.”

“Celestia…” Twilight Sparkle murmured.

“I then had to spend the next thousand years unable to feel truly connected to anypony,” the white alicorn continued, “but of course, at the time, I had no way of knowing that Luna would ever be coming back. I had no reason to hope for that. Mortals came and went in practically the blink of an eye. I tried to make friends the way I had before, but…it felt so empty. I was always painfully aware that one day any of them could just…leave me.”

She then looked toward Twilight Sparkle. Pain and fear were in her eyes. “So, I…I decided to start looking for a solution. I could not make myself back into a normal pony again. Then, I would have to…to…” Her mouth sealed itself shut, her eyes watering.

And so, Twilight Sparkle finished for her, however breathless she might have been herself: “You wanted there to be other alicorns. You were going to make ponies into alicorns.”

Slowly, shamefully, Celestia nodded.

She felt her stomach fall out from under her, her blood running cold.

All the same, she balled her hands into fists and clenched her jaw, maintaining the steadiness of her outward appearance.

“I told myself that…it was for their benefit.” Celestia leaned forward and buried her face in her hands, but it wasn’t enough to hide when she started crying, her body shuddering, breath hitching in sobbing whimpers. “The lessons on friendship were to help them become better ponies. It would help them achieve their destinies. They would spread that knowledge across Equestria. And I think…I started to really believe that. But…but really…it was all just for me. Because I couldn’t stand being alone. And every time, all that happened was I would pour my heart into somepony, only for them to eventually die anyway, never having reached their ascension. I thought it was never going to work. Until…”

“Me.” Twilight Sparkle spoke quietly and calmly.

“Until you.” Now Celestia removed her hands and stared at her with puffy reddened eyes. “You did so much more than any of my students in such a short span of time. You brightened the lives of everypony around you. You reawakened the Elements of Harmony. You brought my Lulu back to me. I…” She clammed up and sobbed, unable to speak for several long seconds. “I could have stopped there. I could have let you go back to your life. But I…I loved you too much. I couldn’t have stood to see you go. So…I let it…I let it keep going until you were ready…until you could join me…and…” Tears streaked uncontrollably across her face, trails of grey on her snowy fur, violet eyes misting over. “And it’s f-fine if you d-don’t forg-give me, Twilight. It’s fine if…if you h-hate me. I just…e-ev-verything w-w-was—”

Twilight Sparkle stood up, and Celestia immediately went starkly silent. She looked down at the mare she had revered and respected for all her life, the mare who now stared back at her pitiably, pleading simultaneously for absolution and for admonition. Luna looked on, observing them to see who would take action. Then the young alicorn walked around the desk, coming to stand beside the chair. Celestia shrank away from her, as far as she could squeeze into the corner of her seat. She mouthed the words “I’m sorry” with only the hoarse hush of a voice issuing from her throat. She said nothing in response, only extended her hand, and the other mare slowly did the same, allowing them to clasp their fingers together. She normally bore the heat of a summer day, but now her warmth was meager and tepid. The idea that she could have fallen so far was even more upsetting than the idea that she had become twisted into a bimbo monster by the corruption.

“I’ve relied on your support for so long, Celestia,” Twilight Sparkle said languidly, taking the mare’s hand in both of hers, clutching her as she trembled. “I’m supposed to be coming to you for answers, not the other way around.” She exhaled heavily and shook her head. “I’m sorry, I don’t know how to feel about any of this right now. Maybe it’s true that you changed aspects of my life for the worse…but I also don’t know where I would be right now—where any of us, my friends, or the whole world, would be right now—if it weren’t for your intervention. I’m going to need time to think about this.”

Celestia didn’t seem especially placated by this, continuing to sniffle quietly, but she nodded her head.

“But—” Her grasp grew firmer as she knelt down so they could look each other directly in the eye. “That doesn’t mean it was wrong of you to feel lonely for all those years, or for you to desire companionship. However…just because none of those ponies are still alive today doesn’t mean that they weren’t important for you. They still left their impact on you, as you surely did the same for them.”

The white alicorn once again nodded her head. Her fervent sorrow might have been steadily calming, but not by much. “I want to remember them, Twilight,” she murmured, “but it’s…it’s so hard…just trying to imagine their faces, I…I just…”

“I know it’s not easy, Celestia, but…well, we can’t always avoid doing things just because they’re difficult. We have to face hardship.” One of her hands moved to settle on her shoulder instead. “You don’t have to do it by yourself.”

“I…I know, Twilight, it’s…it…” She bowed her head and her bangs fell over her face again as she clenched her jaw. Frustration was showing through the cracks of her sadness. “It hurts so much…I can’t bear it…”

Twilight Sparkle was silent and still for several seconds before she let go of Celestia. She looked to the desk, and her eyes settled on the golden tiara. She picked it up, tracing over it with her fingers. “Well…I may not be the ruling princess of Equestria yet.” And there was a thin smirk curling across her muzzle as she put the crown on top of her head. “But I am still a princess.”

Celestia’s eyes snapped up toward her, taken by shock.

“And if you truly have abdicated, then that means you have no royal authority to oppose any decisions that I make.”

“Wh-what…you…you can’t…!”

“Therefore, I, Princess Twilight Sparkle of Equestria,” the lavender mare declared in a stately manner, “hereby make a formal decree that the recently deposed Celestia shall partake of a vitally important assignment for the good of her nation—”

“Stop!” Celestia shakily rose to her hooves and snatched for the crown, but Twilight Sparkle effortlessly slipped away from her.

“—to chronicle the lives of the ponies she knew through her many long years, and how very important each of them was to her.” Twilight Sparkle turned to face her with sincere warmth in her smile despite the mischievous glint in her eyes.

Any response Celestia might have had was preemptively cut off by Luna bursting into a fit of raucous laughter. “Luna, you…you can’t just let this happen!” Celestia insisted desperately as she turned her attention to the other alicorn.

“Oh?” she replied with a grin of her own, leaning forward over the desk. “Quite on the contrary, Sister, I believe that it is a marvelous idea. I, in fact, shall do everything in my power to get it through the legislation process in as timely a manner as I can!”

Celestia gasped and sputtered incoherent syllables, seemingly so taken aback that she couldn’t form any response. This turn of events at least seemed to have the effect of forcibly dragging her out of her funk as her melancholy shifted into indignation. Her wings extended and shuddered behind her, and flashes of color ran through her mane.

“Come on, Celestia.” Twilight Sparkle stood beside her and took her hand again. The princess was about a head taller than her while standing, something she had always thought of as fitting of her position, but in this moment it didn’t feel as if the disparity between the two of them was so significant. “If you wanted to be a part of my life, then I ought to know more about you. I’m already immortal, it’s not like we don’t have plenty of time to talk about it. And…” Her horn lit up, and the tiara lifted up from her head and deposited itself on Celestia’s. “If you really don’t feel like being a princess anymore, that’s fine. But I don’t think anypony will complain about you staying either.”

The mare stood quietly. Her eyes still shimmered like sunlight on a pool, but there were no more tears coming forth. She reached up and removed the crown from her head, holding it before herself, turning it over and over, her grip tense, looking as if she might throw it away or crush it at a moment’s notice. But in the end, she finally said under her breath, “I’ll think about it.”

“Take as much time as you need,” Twilight Sparkle said with a smile, and then a moment later she added, “Well, maybe not too long, it would be a little silly if you decided to take up the crown again only to have to give it up to me the next day for my coronation.”

“Not to worry, Twilight,” Luna joined in while she walked over to them, “I shall be sure to hold on to everything addressed to her, and when she does decide to return it will all be waiting for her.”

“Alright, alright, that’s enough, don’t you think?” Celestia groaned in reply, but still she was starting to show an amused smile.

“We can never have enough of you, Celestia,” Twilight Sparkle said and laughed.

Celestia chuckled quietly as she welcomed the younger mare into her embrace, and shortly after Luna stepped closer to meet with them. Twilight Sparkle relaxed in the waves of gentle warmth that came from the two of them, the nostalgic feeling assuring her, in spite of everything that lay ahead of them, that hope still remained.

Author's Notes:

We're over the hump, but we're still not over.

Oh look, thirteen chapters in and we're finally getting the explicit crossover element. I didn't want to put a Pokemon tag on this so we're using Non's leviathan form and all the agents are wearing full body-concealing clothes. Also Non's getup this time is supposed to be based on the asynchronous suit worn by esseJ in Control because we didn't have enough Control allusions yet. Also also talking about Non backstory that I've never bothered to put to words and in all likelihood will never get around to.

The bag of stuff Rarity was carrying around was originally going to have some charms she had made which would stifle arousal so the group could have an easier time going around, but I came to decide that this didn't really add anything and it would have taken too much effort to explain how she knew to make them, but then in looking at the section mentioning it in Chapter 8 I felt it would have removed too much to completely cut the mention of the bag, so I had to just leave it floating around in the back of your mind for these past five chapters.

No Celestia and Luna totally wouldn't have had time to put real clothes on, shut up.

I may have let some Celestia lore from other AU ideas bleed into this.

It only occurred to me after this was done how similar Twilight's interactions with Non, Luna, and Celestia all were. Oh well.

If you enjoy my work, consider supporting me on Patreon or Ko-Fi!

Chapter 14: Dispersal

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“What do you mean the corruption isn’t really gone?!” Starlight Glimmer demanded.

Non stared at her blankly before replying with a shrug. “What do you think I mean?”

“Well, I don’t know! I guess I was just hoping not to hear that this nightmare we’ve all had to endure is going to be at risk of happening all over again!” the unicorn shouted, throwing her hands into the air.

“Starlight, please!” Twilight Sparkle interjected, glaring sternly at her. “It’s not like he’s trying to let it happen!”

Starlight Glimmer only grumbled to that, slumping forward and leaning on the counter of the map.

They were arrayed around the central table of the map room in the Castle of Friendship. Non sat across from the two ponies, perched on a shadowy construct of dark energy, in part because he didn’t feel it was his place to occupy any of the thrones, and also because they were all too small for him anyway. The hooded agents had come through the castle earlier and repaired the damage to the wall, as well as the damage in Spike’s room, both the architectural sundering and the flooding of fluids. The holographic projection of the map had been activated, and with some of Non’s magical input parts of the world had been lit up with a purple miasma. In the time they had been sitting here, they had watched the purple slowly recede, in some places disappearing entirely, but pockets of it still remained scattered across the country.

“Though I have always done my best to be thorough, I unfortunately cannot guarantee that there will be no trace of the corruption left by the time I am finished,” the white serpent said while leaning forward and tracing his fingers over the surface of the map. “It is an ethereal substance, if it isn’t presented with anything to latch onto then it will simply go dormant and wait for a suitable vessel. As long as there are creatures experiencing emotional duress, there is always a chance for it to reemerge.”

“Not like we’re ever at any shortage of that,” Starlight Glimmer muttered.

“Is there really nothing that can be done about it?” Twilight Sparkle asked warily.

“Nothing short of going over the whole planet with a fine comb.” Non grimaced and sighed. “Even with the number of agents I have at my command, it’s simply infeasible to spend so much time on a single world. The corruption is affecting planets all across the multiverse. Even as we speak, I have task forces responding to six other incidents, and the groups that are operating without my involvement are at significantly greater risk.”

Twilight Sparkle grimaced in turn. It was hard for her just to imagine how the recovery efforts were being coordinated across Equus. It boggled her mind to envision what it must be like on an interplanetary scale.

“In the event of a resurgence, we simply have to send a new team to cover for the damage. They are usually smaller in scale, but it’s still of the utmost importance to nip those in the bud before they get out of hand.” Then he offered them a smile. “In the case of this world, though, I believe that it’s going to be in good hands with you and your friends.”

The alicorn smiled back before turning to Starlight Glimmer. The unicorn was less sure, having not had the benefit of experiencing clarity during the corruption in the way the others had, but the corners of her lips faintly perked upward.

“And on that note, I suppose it’s time that I took my leave,” Non then announced, bobbing as he stood up, “my presence is needed elsewhere. I’ll be in touch if anything urgent comes up.”

“Hey, Non.” He stopped mid-turn at the sound of Twilight Sparkle calling out to him. She looked at him warmly and sympathetically. “Don’t be afraid to just come by if you feel like it. That’s what friends do.”

Non stared back at her, silent for several seconds, perhaps confused or uncertain, but his dark eyes twinkled. “Sure,” he finally said, “I’d love to.”

The air rippled around him, and he was gone.

“Buck.” Starlight Glimmer promptly groaned in exasperation while leaning back in her chair. “This has been such a mess.”

Twilight Sparkle might have been tempted to say the same thing, albeit without the swearing. She saw now on the cutie map that Ponyville was completely clear of the corruption’s influence, but at its peak it had affected approximately a third of its population. Canterlot had been at more than half, with the castle having been completely overtaken, before Non arrived to stem the tide. There were so many ponies who were in need of assistance.

On that thought, she looked toward the other mare and asked, “Are you really sure you don’t want to talk about anything?”

Starlight Glimmer glanced back at her before she closed her eyes and sighed. “What could I tell you that I haven’t already, Twilight? I ran a cutie mark-hating cult in a remote village, I tried several times to temporally destroy Equestria over a petty grudge, I felt like my best friend had abandoned me. All these things and more eat me up on a daily basis.” She folded her arms over her front (over another shirt identical to the one she had been wearing earlier—Trixie had a lot of unsold merchandise, it turned out). “I thought everything I was doing here was going to help me improve from that…”

“Luna said something like that,” Twilight Sparkle mused in turn, “I suppose it’s not enough for a pony to start doing good things again. They really need to confront their past selves.” It suddenly occurred to her how many creatures she was acquainted with who had been antagonistic forces in her life beforehand. She wasn’t looking forward to having to talk to Trixie about any of this. At least Discord had seemingly been completely unaffected by the corruption.

“I know I’d certainly have some choice words to say to my past self,” the unicorn remarked bitterly.

“Perhaps you could have some words to say to your old neighbors at Our Town?” she ventured with a gentle, hopeful smile. “It’s been a while since you last went to visit there. I’m sure there are plenty of ponies there who would like to hear from you again.” She was conscious that the projection of Our Town on the map was currently very purple; it would likely be beneficial for far more ponies than just the mare sitting next to her. “And you could always…speak to Sunburst?”

Starlight Glimmer blushed faintly at the mention of Sunburst. She had yet to relate much to Twilight Sparkle about what had happened after she last saw her, only that she had managed to teleport all the way to the Crystal Empire, something even she couldn’t have done with such ease—it seemed that the corruption was capable of boosting one’s magical capacity if it was for the sake of “convenience.” Non had returned with her in tow after he went to coordinate the relief efforts in the north, a process which was still ongoing. The Crystal Empire had seen almost total corruption, no doubt in the lingering wake of King Sombra’s tyranny and the centuries in which the crystal ponies had been displaced in time. Twilight Sparkle tightened inwardly at the thought of her brother and Princess Cadence, knowing all the pain that they had personally had to endure.

“Yeah…sure, I guess it couldn’t hurt,” Starlight Glimmer admitted wearily, offering a wan smile in return when Twilight Sparkle reached over and gave her a reassuring pat on the shoulder. “Although…you know…”

“Huh?” The alicorn perked up, eager to welcome anything her friend thought pertinent to tell her.

Starlight Glimmer gave a weak chuckle before she continued. “I’ve been wondering for a while if Sunburst was ever going to nut up and rut me. I never thought I would be the one doing the rutting.”

“Starlight!” Twilight Sparkle gave her a weak shove, but despite her own blush and accompanying mortification she couldn’t keep from breaking out into laughter along with the unicorn. At this point, she had seen enough that the mere topic of sex had become desensitized to her. Perhaps all of Equestria was going to have to adjust to that very soon.

= = = = =

“All done,” the hooded figure announced, standing aside so that Big McIntosh could inspect their work. Their voice was muffled and androgynous, making it difficult to discern their gender. It didn’t help matters that, after the past night, he couldn’t be sure whether the prominent bulging shape over the agent’s groin was meant to be a cock and balls or a distended vulva.

The stallion stepped forward and looked at the wall which had been torn open not even a minute earlier. One mightn’t have thought that there had ever even been any damage in the first place. He had been expecting that he would have to do the repairs himself, but he wasn’t going to turn down the assistance, especially since it had also entailed repairing the bed and dresser that had been crushed as well. All the same, this was an Apple house, so that meant there were standards that had to be upheld when it came to craftsmanship, and there was only one way to be sure that it was up to snuff.

Big McIntosh banged his fist on the wall. The wood rattled but held steady. “Eeyup,” he declared plainly.

The hooded figure bowed to him, and then they vanished.

He looked around the bedroom, feeling satisfied that it had been returned to its original state, and with it some semblance of the normalcy which he and his family had known before this. Even the smell of medicine had returned, and all the little knick-knacks and photographs had been returned to their proper places.

Then he turned and walked out, heading to check on the pony who had caused the damage in the first place.

He could hear her chatter echoing through the house before he even left the room.

“—still a whole three acres o’ trees that need harvestin’! How do you young-uns expect to get it all done by yourselves at this rate?! You need more hands ‘round here, dagnabbit!”

Big McIntosh came into the kitchen and found Granny Smith ranting and raving at Apple Bloom, who seemed to be doing her best to tune out the noise while she worked on stirring a bowl of batter.

“Big Mac!” The elderly mare immediately turned her attention to him upon becoming aware of his presence, and he found a walking cane being prodded at his chest. “You tell this dang whippersnapper that she needs to get the cotton outta her ears and listen to me!”

“Listen to what?” he asked, though he had a guess at what the answer was going to be.

“Granny thinks it woulda been better if the shady snake guys had let her stay all big ‘n stuff,” Apple Bloom interjected without looking away from her work.

“Don’t gimme that look!” Granny Smith snapped at Big McIntosh when he turned back to her with an eyebrow raised. “You can’t tell me you don’t need somepony else pullin’ their weight ‘round the farm!”

“Granny, you couldn’t even fit inside the house,” he replied flatly.

“I coulda built my own dang house!” she shouted, banging her cane on the table. “I’d get everythin’ done all by my lonesome, thank you very much! Then I’d invite all the girls over and we’d play gin rummy before dancin’ on the poles all night!”

Big McIntosh felt a need to open a barrel of cider just so he could have something to be in the middle of drinking and then spit out in response to that. And then he’d have to down the rest of the barrel to forget the image that had been conjured in his mind.

But Granny Smith quickly deflated even without the need for any further input from him. She settled into her seat, putting the cane back down on the floor, hunching forward and staring down at the table. Her jaw was clenched tightly, but the weariness in her expression was plain to see, etched across lines and wrinkles. “I jus’ wanted to lend a hand…” she muttered under her breath.

“Granny, I know it made you feel better, but…it just wasn’t worth what it was doin’ to your head,” he said consolingly while slowly reaching for her hand, but she pulled away from him.

“Ha! You make it sound like my head was doin’ all that great to begin with!” she shot back, and she had her lips twisted into a wry smirk. “I was thinkin’ clearer than I have in a dog’s age!”

There came a disapproving whine from Winona under the table.

“Lemme tell you somethin’, Big Mac.” She jabbed her finger toward him now. “I knew exactly what I was doin’ all that time, an’ I was jus’ fine with it! Why I’d do it all over again if I could!”

Big McIntosh stared back at her with a thin frown. He wanted to believe her, but he had a hard time being sure considering his own experience. The time that he had been corrupted was a dreamlike haze in his memory, a blur of sex and flesh. He knew that he had wanted to go on a sex spree, he knew that he liked being a virile and powerful stallion, he knew that it had felt good, but it seemed difficult to be sure of how true that all was when there hadn’t been any degree of lucidity throughout the whole affair.

“I mean…” There was a sizzling and crackling as Apple Bloom poured dollops of the batter into a frying pan, and then she turned toward them. She had her arms crossed behind her back, her ears drooping. “Is it…really so bad if that nasty stuff was makin’ ‘em happy?”

“Apple Bloom, weren’t you scared outta your wits the whole time?” Big McIntosh asked her sternly, “How can you think this was a good idea?”

“W-well…yeah, I know!” she asserted, narrowing her eyes even as her cheeks flushed, “B-but that was jus’ ‘cause we didn’t know what was happenin’! I’m jus’ sayin’…now that we know, I…I guess I see how some ponies would like it.” Her gaze shifted subtly toward Granny Smith. “Like…like Applejack!”

The stallion’s expression hardened further. “Apple Bloom.”

“What?!” she cried, “Wasn’t it what she always—”

A door slammed upstairs and hooves started clopping across the floor. Everything stopped in the kitchen while the steps came tromping down the stairs, up until the moment when Applejack emerged in the doorway. She’d put on casual clothes, seeing as there wasn’t exactly a lot of time left in the day to do all the chores she’d allotted herself with. Her hat was in its proper place atop her head. “Hey y’all,” she announced, putting on a smile.

Big McIntosh was not especially convinced.

Winona didn’t need much more than that, scampering out from the table and eagerly running circles around her owner’s legs.

“Sis!” Apple Bloom turned to her other sibling for reassurance. “Tell ‘em how much you wanted to have foals!”

“Apple Bloom.” But that only meant that it was now her turn to fix a souring glare upon the young mare. “Shouldn’t you be keepin’ an eye on those flapjacks?”

She blinked. “Wh-wha—Ah, no!” She whirled around and got to flipping the pancakes on the frying pan before they put out any more smoke.

“I’m gonna go out for a walk,” Applejack then said while her sister was distracted, already turning to leave. “I won’t be long.”

“You better not, don’t wanna miss Apple Bloom’s world-famous charcakes!” Granny Smith said with a guffaw.

But Big McIntosh got up from his chair, both to escape the bickering before it started up and to follow after Applejack. Even at a leisurely pace, she had already put considerable distance between them, out the door, Winona trotting at her heels. They walked in the crisp air, the chill of night starting to settle over the countryside again, so much of the day already gone in such a short span of time. They passed the barrels and barrels of apples that Granny Smith had managed to gather while she was under the effects of the corruption.

“You don’t need to come with me,” Applejack said plainly once the stallion had caught up to her.

He didn’t say anything. He was ready to turn back, but he stayed alongside her when she made no further request for him to leave. Big McIntosh wasn’t known for being a pony of many words, but there was value in that, in being somepony who could simply stand and listen. They walked for a while in silence, the only sound around them being the rustling of leaves and the occasional yip from Winona.

And then abruptly her voice came out: “They weren’t real.”

He looked toward her, perplexed. “What?”

“The foals.” Applejack slowed, and Winona came up close to her, whimpering quietly. “They…they weren’t real. It wasn’t a real pregnancy. It jus’…felt like it was. That Non feller, he said it was a…a simulation, whatever that means.” She traced circles around her stomach with her palm. “When he came to take that junk outta me, I…I got so wound up ‘cause I didn’t know what had happened. I was empty again, I couldn’t feel ‘em anymore. I got violent, Mac. I guess that’s…maternal instinct, ain’t it?”

She was hobbling now, her whole body tense, musculature showing through the surface of her clothes. Big McIntosh rested a hand on her shoulder, and they both stopped. In the gloaming light, he saw the glimmering in her eyes, not quite ready to issue forth. “I’m sorry, Sis,” he eventually murmured to her, the only thing he could think to say, the summation of the flurry of conflicting thoughts swirling in his mind.

And after another span of quiet, she managed to give a weak smile as she turned back toward him. “At least I got to feel it at all, right?” she replied. “That’s more than I could have hoped for before.”

Big McIntosh nodded slowly. “Eeyup.”

They started walking again, through the trees. A part of him was expecting when Applejack eventually took a turn off from the beaten path and led the way across the grass. They approached an old lot that was home to a number of worn stones, memorials jutting up from the earth. The final resting place of all those of the Apple family who had lived in Ponyville.

It was something of an automatic process for them at this point. They came to a stop at two of the headstones. Big McIntosh came forward to brush a few stray leaves off the tops. Winona laid down with her head in her paws and went still. Applejack took her hat off and held it over her chest. Now the tears were allowed to spill.

“Hey…Ma, Pa,” she said. “I…I got somethin’ to tell you ‘bout.”

= = = = =

Mayor Mare had reinitiated the processes of cogent thought not even an hour ago and she was already tired of it.

Perhaps she had hoped that there would at least be a lull in activity immediately after those serpents in their hoods and robes swept through Ponyville, repairing the damage that had been done. She couldn’t have been more wrong. The distraught civilians came back almost immediately, renewed in their outrage over the indecency that had been forced upon them, now with the addition of those who were mistrusting of their mysterious saviors. Their ringleader had briefly been present to assist in quelling the outrage, but he had left her by herself before long, left her to fend for herself.

Then there was the letter from the former princess Celestia which was laid upon her desk. Even with her spectacles on she was having a hard time reading it. She took them off and rubbed at her eyes, pinched the bridge of her muzzle, brushed aside her grey-once-more mane, anything to distract her. Her head hurt.

She was zoning out.

(stop)

Calm flushed through her system. Despite the intent, it was almost more like an electric shock. She breathed heavily. Her eyes darted to the band on her wrist, the smooth onyx material with a pulsating purple gem embedded in it. A necessity, they had told her, because she was high priority. She was deemed to be at high risk of relapsing, and it was important for somepony in a position of power to retain their full faculties. This was the third time it had happened. Or…was it the fourth?

The gem was starting to flash brighter.

“Right,” she said aloud, “time for a break.”

The motions to stand and shuffle out of the office behind came all too easily, eager to put it behind her. “I’m going out,” Mayor Mare announced dully to the empty suites of the town hall offices. Nopony else had reported in for the day. She couldn’t blame any of them given the circumstances, but that didn’t make it any less frustrating. At least it made her less self-conscious about still opting to wear casual clothes.

She wrenched the front door open, and there was somepony standing on the other side.

Ditzy Doo stood there, frozen in place for several seconds. She had one hand raised up, poised to knock on the door, while the other was clutching a stack of letters. Her golden eyes stared at Mayor Mare for a scant couple of seconds before they began to list, drifting apart from each other. Then she gave a proclamation of “Special delivery!” while holding out the letters. Anypony who knew Ditzy Doo, though, would be able to discern how there was just slightly less energy and enthusiasm in her tone than usual. And in a close-knit town like Ponyville, everypony knew the local mailpony.

“Ditzy, you know you don’t have to push yourself at a time like this,” she said with the gentle sternness of a concerned parent.

The grey pegasus wilted slightly, posture and ears and wings sagging, and she looked down at the letters in her hand. “I guess, but…the mail’s gotta go where the mail’s gotta go, don’t it?”

Mayor Mare looked her over, eyes scanning quickly. Amidst the browns of her uniform, she took notice of the onyx band around the mare’s wrist.

“Miss Doo.” She spoke warmly and put on a smile, a gesture that came surprisingly naturally to her. “Why don’t you come for a walk with me?”

Ditzy Doo blinked confusedly at her again. “But…but the mail—”

Mayor Mare took the letters that had been offered to her and threw them over her shoulder without a glance at what was printed on them, leaving them to flutter to the floor. “Leave your bag here,” she instructed, “you can come back to pick it up when we’re done.”

The other mare still seemed unsure, hesitating with her hands clutching at the bag slung over her shoulder, but she ultimately did as she was told, and the two of them stepped down from the entrance of town hall.

The streets of Ponyville were largely deserted, activity closer to that which one would expect during the dead of night. It wouldn’t be surprising if there were a number of ponies who were catching up on their sleep after being awoken by the commotion in the wee hours of the morning. Far more, though, Mayor Mare imagined, were simply not in the right headspace for socialization yet. Those who had had their lives upset by the chaos of the night before needed time to calm themselves. Those who had been twisted by the corruption needed time to look inside themselves. How much time any of them would need was uncertain.

There were no businesses open aside from Sugarcube Corner, owing to the perpetual energy reserves of a certain pink baker. There were occasional glimpses of movement in windows but there were no ponies out on the streets. The most activity came from those otherworldly serpents, cloaked forms almost gliding along the ground like ghosts. Ponies watched them from their windows but would almost always snap the blinds or curtains shut if they suspected that they were being seen. Mayor Mare frowned at this behavior; it was unavoidable to some extent, but she would have hoped that more ponies would be grateful for what they had done for them, no matter how strange they were. The more things changed, the more they stayed the same, she had to suppose. Her diplomatic side hoped that Non and his people would be staying long enough to establish a presence in Equestria, not just for what they offered in terms of fighting the influence of the corruption but for establishing relations between species, between worlds. Funny that that side of her was only showing its face now that she was out of the office.

It was only after several long quiet minutes in which she was conscious of Ditzy Doo’s constant anxious fidgeting that she took notice of something that particularly stood out.

“Octavia?” she called out in surprise, “Octavia Melody?”

But the mare showed little sign of response. She was sitting upon a park bench listlessly, all by herself, swaddled in a bulky jacket. While they approached, it seemed as if she might have been asleep, but her eyes were merely half-lidded. Her breathing looked shallow. It was only as they were nearly upon her and Mayor Mare was on the verge of speaking again that they caught her attention, weakly turning toward them. Her expression immediately betrayed a deep emotional exhaustion. “O-oh,” she mumbled, barely audible, “greetings, Mayor, and Ditzy.”

Mayor Mare cut to the chase immediately. “What’s wrong?” she asked, sitting down beside the younger mare. Ditzy Doo continued to fidget in place before taking up the far end of the bench as well.

Octavia tried to shrink away, but she lacked the strength to stand, leaving her only able to press into the corner provided by the bench’s back and arm rest. “I…it’s…” she stammered, but the syllables were almost involuntary, spilling out from her. She was clearly unwilling to actually commit to saying anything.

“Miss Melody.” Mayor Mare’s sternness rose to the forefront again. Her countenance was rigid and imposing despite sitting on a bench instead of behind her desk and wearing an old Luna Theater shirt instead of a dress suit. “I believe that the past hours have taught us that we all need to be more open about what’s hurting us.” And then she turned to glance pointedly in the other direction, at Ditzy Doo, who slumped guiltily in turn.

It would be several long seconds more before Octavia responded. She clutched at herself and she shivered in spite of the bulky clothes she wore. Her eyes clenched shut, but the gate of her eyelids wasn’t enough to hold back the trickle of tears. “I was so ready for it to be over,” she whispered, scarcely audible, a squeal escaping her.

Feeling that this might necessitate a different method of attack, Mayor Mare went for a different question. “Why aren’t you at your home?”

This time she immediately blurted out, “Vinyl’s angry at me.”

Now they were getting somewhere, and that somewhere was more questions. “She’s angry?” the mayor asked, one eyebrow raised. “Vinyl Scratch was among those affected by the corruption, was she not?” After a slight nod of confirmation, she continued. “What reason could she possibly have for that?”

“She…sh-she…” Octavia’s breath came in gasps and choked sobs. She pulled her legs up in front of herself and ultimately had to cover her face with her hands. “She th-thought I should ha-have…b-b-been there for her.”

“So you left her when she transformed.” Mayor Mare hummed thoughtfully. She had her hand resting on top of the bench’s back rest, close to but not touching Octavia. She knew that a number of families and friends had been separated when one among their group was twisted by the corruption. “Why was that?”

“Why do you think?!” Bitter anger lashed out from within the melancholy as Octavia snapped back, but that force was short-lived. “I g-got woken up in the middle of the night by my girlfr-friend making a mess in the living room because sh-she had a…a giant p-p-penis! Who in their right mind would stay while that was happening?!” Tears were running free and hot over her cheeks.

At first, all Mayor Mare could do was stare back with the neutral expression that she had practiced for years as a politician. There was definitely some irony now that she had taken a walk to get away from work and work had found its way back to her. This was far more personal than the usual reams of paperwork, though. This was something that she could directly see the impact of. “Well, Miss Melody,” she said, “unfortunately, I can’t claim to know exactly why it is that Miss Scratch feels that way, and the only way for you to learn is to go straight to the source.” Only then did she bring the palm down on her shoulder. “But…if you need more time to ruminate on this subject, it would do you better not to do so in such a self-destructive manner.”

Octavia didn’t stop crying, but she stilled just slightly. “I j-just wanted everything to be n-n-normal ag-gain,” she muttered.

“I’m afraid none of us are really going to be normal again…not for a long time.” She tried not to be conscious of the onyx band around her wrist with its steady pulsations of magical resonance. “But we still have to try our best.”

The grey mare let herself loosen just a little more, even if her gaze remained downcast.

Then Ditzy Doo abruptly declared, as if she had been holding it in for the past several minutes, “Dinky was sad.”

Mayor Mare turned toward her, brow furrowed slightly, a silent beckoning for her to continue.

The pegasus clasped her hands in her lap and looked down. “Being a mailpony keeps me real busy,” she murmured, weariness seeping into her voice. “I don’t get to come home too often. Dinky…she’s been upset I’m not with her a lot. But then, last night…there was more than enough of me going around to do my assignments and be with her. We were…we had a good time.” She smiled only briefly, radiating a warm sincerity, but that faded just as quickly, a long sigh heaving from her. “But now we gotta go back to normal.”

The old pony couldn’t stop the sensation of her heart sinking, and it was fairly low to begin with. It was fortunate, though, that she had two hands, so she could also place one on Ditzy Doo’s shoulder as well. “Well you should’ve told me that sooner so I could’ve given you official leave of absence for the day,” she said with a wry smirk.

She looked up, astonished, as if the idea was completely foreign to her. “M-M-Mayer, you can’t…b-but…but the mail!”

“The mail can wait,” she asserted, “and anypony who’s bothered by that can take it up with me. Besides, if I am not mistaken, I believe you and I still have a walk we need to complete.” She shifted forward, starting to stand, but then she turned back to Octavia, giving her a gentle shake. “Why don’t you come with us, Miss Melody? You can stay with me at town hall after we’re done.”

Octavia looked back at her with similar confusion. Now it seemed as if she wanted to speak but nothing came out, so instead she simply nodded.

They all stood, and Mayor Mare looked over the others. Ditzy Doo bore a smile that was only a fraction of her usual good-natured self, but it was a true smile. Octavia unfurled into a posture that was tall and steady even though her expression remained morose and she kept her arms wrapped around herself. They were all going to have to take small steps, but they were steps nonetheless.

There was still some cheer she could bring into the world.

= = = = =

Rarity came to a stop as she rounded the corner, unable to repress the tremble that ran along her spine.

She was used to seeing a crowd gathered around Sugarcube Corner, given how it was one of the most popular locales in Ponyville and frequently home to wild parties. Those tended to be crowds of ponies, though, not crowds of strange otherworldly creatures garbed in suspiciously concealing and extremely tacky robes. A drove of some dozen of them was loitering around the building, and as the unicorn watched she saw another one emerge from the building’s entrance, stooping down to fit their stature through the opening and back up. They didn’t seem to be doing any of their usual business, though, no quarantining ponies or repairing damaged structures or making puddles of milky excess vanish into thin air. They were simply…standing there, speaking with each other, in the way any normal creature would.

She pursed her lips, nostrils flaring as she took in a long breath and then exhaled. “Keep it together,” she muttered under her breath. She kept her posture straight while she walked forward, toting along the suitcases she held in both hands. It was taxing to carry them, but she felt some solace in knowing that they were at least heavy blunt objects.

The hooded agents didn’t seem to take notice of her approach, keeping their attention divided amongst themselves. As she came close, it occurred to her what exactly was happening. Many of them had removed part of their masks so they could have freedom to consume the pastries from the bakery. She saw their cream-colored scales, short snouts, and mouths full of gnashing carnivorous teeth, some girded by plump, glossy lips. She tried not to focus on the way they tore through the crispy dough and pushed through the doorway.

To her dismay, there were more of the covered creatures inside the bakery, and she found the exact reason for them being there. A banner hung from the ceiling with the words “Welcome to Ponyville! Thanks for helping us not be bimbos!” hastily scribbled across it in purple ink. And standing there at the counter was Pinkie Pie, of course, passing out cupcakes and donuts and whatever else she seemed to have whipped up on short notice, with a smile on her face all the while. Some things never changed, she had to suppose.

“Oh, hi Rarity!”

And then all attention in the store was promptly shifted onto Rarity as the pink mare turned in her direction and waved. She felt the inscrutable gazes of the agents as they too regarded her, with little in the way of visible reaction. Maybe that was what was most disconcerting, simply not being able to read anything about their intentions. Perhaps they were aware that this was an awkward moment and didn’t wish to say anything about it, but there was no way to be sure without seeing their faces.

“Um…yes, hello,” she replied, putting on a nervous smile while trying to keep her focus upon the other pony. She walked forward, past and around the tall, bulky figures that were crammed into the bakery. To their credit, they had the courtesy to give her as much space as they could, shuffling out of her way. “May I speak with you, darling?” she asked furtively once she came up to the counter.

“Sure, Rarity!” Pinkie Pie turned to face her and waited expectantly.

“…I mean in private,” Rarity clarified.

“Oh! Okay!” she responded, laughing good-naturedly. “Gimme a minute here guys ‘n gals ‘n in-betweens!” she then said to the robed figures before reaching to the side and lifting the panel that kept the front and rear of the counter separate from each other. Rarity easily could have done this herself, but at this point her manners were among the few things she had left. Together they walked into the back of the building, the kitchen, where the smells of pastries were even more intense. Gummy was perched on one of the counters, possibly guarding a tray of brownies, possibly just staring off into space, but there was no sign of the Cakes; Rarity had to suppose they were probably recuperating in private after Mrs. Cake’s experience of being a living pregnant cupcake. “So! What d’you need to talk about, Rarity?” Pinkie Pie asked, and then, looking downward, “Does it have something to do with the suitcases?”

“Ah, yes indeed, dear,” Rarity replied, clearing her throat. She held the containers in front of herself, making their presence undeniably plain. “I was hoping it would not be too imposing to ask if I could stay the night.”

Pinkie Pie gasped excitedly, eyes going wide. “A sleepover?! Gosh, I’d love that!” She snapped forward and had the unicorn in a crushing hug before she could have the chance to get in any further input. “Oh, we can tell each other stories and order pizza and gossip about stallions and all those things from that dumb old book Twilight had!”

(Elsewhere, Twilight Sparkle suddenly sneezed violently and dropped the pile of scrolls she’d been holding.)

“Oh, but why’d you come over here? It’s gotta be urgent if you already got your stuff all packed up.” And then there was another gasp, this time one of shock and alarm. “The boutique didn’t melt into cum like Dashie’s place, did it?!”

It was difficult for Rarity to go white with terror when her fur was already white, but a pony as prone to theatrics as her could find a way. “Please, darling, don’t even joke about that!” She wrested herself free from the mare’s grip and brushed at her front, smoothing out her blouse. “As much as I wish things could simply go back to being normal, I went back to the boutique and found that it was still full of living ponnequins! I demanded that those hooded goons do something about it, but they said that they have some regulation about not tampering with emergent sentients!” She scoffed exasperatedly and threw up her hands. “What does that even mean?!”

“Aw, what’s the matter with them, Rarity?” Pinkie Pie asked with an uncharacteristic frown. “Don’t you know they just want to help you?”

Rarity turned to stare at her. “How can you possibly say that for sure?!”

“Because I’ve met every one of them, duh!” The earth pony literally bounced back to excitement, bobbing on her hooves. “I know Francis and Brutus and Laverne and Cassian and Quintus and Penelope! Don’t you remember the parties I threw for every single one of them?”

“Pinkie…” She tilted her head and looked at her uncertainly, just a little worried. “You know those memories aren’t real, right?”

And Pinkie Pie answered in the way that only she could. “So?”

Rarity rubbed at her temples, both out of frustration and owing to the actual headache that was starting to build at the mention of this topic. Even with the corruption having been removed from her, she could still dimly feel the impression that it had left upon her, and now her real memories were having to fight with those that had been implanted within her. She could remember the very same parties Pinkie Pie held at the boutiques, the cakes which she had made for the ponnequins even though they had no mouths with which to eat them. She could remember designing dresses for ponies that were of utterly preposterous proportions, something which would have required rolls upon rolls of fabric were she not able to produce her own silk. And indeed she could remember the silk, and the big spider ass and legs, and all the breasts, and she remembered being perfectly content with that, not having a single problem with walking or squeezing herself through openings.

“You’re thinking about the bimbo-you, huh?” Pinkie Pie suddenly asked, interrupting her thoughts.

“The what?”

“The bimbo-you! The you who lived through all those memories!”

Rarity grimaced but nodded.

And Pinkie Pie deflated, just slightly. She remained smiling, blue eyes vibrant, but her ears and mane drooped a little. “I know it’s weird,” she said quietly, “but I guess I’m kinda used to it. I already had an old life I had to put behind me.” She sighed, and she sagged a little more. “At least in those memories, I was good at rock farming.”

“Oh, Pinkie…” Rarity sidled next to her, giving her a hug of her own, far gentler. “No matter who you are, you’re always good at being Pinkie, and that’s what matters the most.”

The pink mare sniffled once, and she asked, hopeful, “Even when I had penises?”

The idea should have prompted her to shriek, aghast, but instead the unicorn simply sighed and rolled her eyes, smirking in amusement. “Yes, darling, even when you had penises.”

Pinkie Pie chuckled quietly before leaning in to return the hug, nuzzling gently against Rarity’s cheek. “And you’re good at being a friend, Rarity.”

She laughed in turn. “I’ll have you know, dear, I’m not merely a good friend, I’m a fabulous friend.” And then they both laughed, but, beneath her bluster, her heart was blooming in delight.

= = = = =

“So, as you can see,” Discord said plainly while balancing a platter that was piled high with an assortment of random objects, including an agitated Angel, “I simply had far too much on my plate for me to go to Canterlot to check on you.”

“Uh-huh,” Rainbow Dash grumbled, chin resting on her palm, having zoned out about a minute into the draconequus’s rambling explanation.

“It’s fine, Discord,” Fluttershy chimed in, removing the need for the other mare to get involved. She was on the other side of the cottage, busying herself with making dinner. “Thank you for cleaning things up around here while we were gone, at least, I really appreciate it.”

“Why thank you, dearest Fluttershy,” he replied, batting his eyelashes and clasping his hands together, leaving the platter to freeze in a state of freefall, “always glad to know that someone notices what I do around here.”

The damage to the cottage had already been repaired by the time one of Non’s agents came by, along with the two mares. The chaotic creature had been waiting for them, waving celebratory banners for Fluttershy. Then he had leered at Rainbow Dash when he noticed her presence, a feeling that had been mutual. The blue pegasus would usually try her best to tolerate Discord, but she hadn’t exactly been in the best mood to begin with after learning that her house had melted completely while she was away. All of her belongings had been swimming in a soup that it pained her to realize was comprised largely of her own fluids, nothing left of the cloud structure. She had been assured, after her initial screaming fit, that it could be repaired, but it would be a more strenuous task than the majority of the restoration efforts and would take time to complete.

So that left her here, in the cottage, Discord’s ramblings doing nothing to ease her headache.

“It is good to see that you were okay through all of this, Discord,” Fluttershy said, beaming, “so many ponies had their lives turned upside-down last night, I’m glad at least a few didn’t have anything to worry about.”

“Oh but of course, why would I have anything to worry about?” he replied with a scoff. “Purple Smart said some mumbo-jumbo about the evil goo attaching to people with regrets, didn’t she? I don’t have any of those lying around, no sir.”

Fluttershy chuckled and shook her head. Rainbow Dash groaned on the couch.

“Unfortunately, I can’t rightly claim that I was exactly without worry all that time, though,” he then said, just a tad more seriously, stroking his beard. “I did have a certain yellow pegasus to be concerned with, after all, and a cure that apparently needed finding. I had to do a little unsavory poking around with test subjects, and you can only imagine my mounting dismay at the discovery that there was seemingly nothing I could do about it! I was getting distraught!”

In the midst of the thoughts of phallic objects and torrential floods, two brain cells rubbed together in Rainbow Dash’s head. One could almost hear the lightbulb going off as she shifted. “Wait…” She looked crossly toward Discord. “What do you mean ‘test subjects’?”

And only then did a flash of genuine worry cross his features. “Uh…nothing,” he replied with a forced smile, like a foal with their hand caught in the cookie jar.

“Discord…?” Fluttershy turned her gaze upon the draconequus, a powerful weapon that was no longer impeded by lips eclipsing her face. There was concern in her voice, but it was accompanied by a stern edge. She wasn’t afraid to admonish him when he did something he shouldn’t.

And Discord laughed nervously while beads of sweat trickled over his brow. “Ah, Fluttershy, it’s…fine, nothing bad happened, and it’s not like…they were creatures anyone would miss, so—”

“Discord!” Rainbow Dash bolted up from the couch.

“Oh, would you look at the thyme!” He pointed to the side, and, without thinking about it, both ponies looked in that direction, toward a planter pot on the counter full of sprigs of thyme. When they looked back, they found Discord slipping through the cottage door and waving back. “So sorry, simply must be going, ta-ta!”

“Hey, come back here!” The blue mare started across the floor, spanning most of the distance in a scant few strides, but the draconequus was already gone.

“Rainbow.” Fluttershy’s voice stopped her in her tracks. The other pegasus stood stiffly in the kitchen area, and she closed her eyes and sighed exasperatedly. “It’s fine. I’ll try to talk to him about it later.”

“I don’t know how you put up with him, Fluttershy,” she muttered tiredly.

Fluttershy shrugged her shoulders and offered a gentle smile. “You have to admit, we wouldn’t have been able to get to Canterlot without his help, and then we wouldn’t be here. We wouldn’t be normal again.” But Rainbow Dash caught the way her tone dropped away at the end there, a hint of melancholy slipping in.

“Did you…really want to stay that way, Fluttershy?” she asked quietly, trying to offer as much assurance as she could.

The mare was quiet for a while. One of her fingers twisted at a lock of her long pink hair while the other hand was held at her front, pressing through the thin layer of cloth that made up her clothes. Then she shrugged her shoulders and smiled weakly. “Maybe not exactly like that, but…something like it. It felt…good.”

Rainbow Dash wished that she could say something similar. She certainly couldn’t deny the sensations of pleasure that had wracked through her. The removal of the corruption, however, had resulted in her memories being scrambled up with those of the terrible talking penis that she had done everything in her power to keep quiet and ignore. The overpowering yearning to rut and cum and fill was threatening to push aside everything else, even as a mere memory. She thought she could still feel the spasms of arousal in her loins even though the appendage was no longer there.

“I think at least it…it might have made some things a little easier.” Rainbow Dash emerged from her thoughts to find Fluttershy walking out from behind the counter, past her and into the den. She came to sit upon the couch, hands folded over her lap. She was hunched forward, with her hair and wings forming a sort of shell around her. So, Rainbow Dash sat back down as well, sidling next to her, not sure how much contact might be preferable at the moment.

She anxiously wet her lips and asked, “Is it anything I can help you—”

“You’ve already done so much to help me, Rainbow.” Fluttershy’s hand found its way over to hers. “You in particular, out of all of them. You…you helped me figure out what I wanted to do with my life. You stood up for me.” She turned, teal eyes shimmering, and they looked at each other. Her posture was tense. “I…I really…”

Instead of finishing her sentence, she leaned in and gave the mare a kiss. Rainbow Dash was frozen, utterly shocked. It came as a surprise, but even more surprising was when the moment ended and she felt a pang of lament in her heart, disappointed that it hadn’t continued. The imprints of lust had been completely washed away by confusion.

“Fluttershy…” she muttered, breathing shallowly, “what’re you telling me?”

The yellow pegasus shrank away again. “I…I don’t really know,” she replied shakily. “I just…whenever I’m with you or any of the girls I…my heart feels all…funny…” She held her hands over her chest now. “I’ve wanted to t-tell you all for so long, but…”

Rainbow Dash’s fingers clasped around her hand. “I guess Twilight already knows, right?”

She nodded.

“Well, we can figure out how you can tell the others together. But, for now…”

Rainbow Dash then prodded at Fluttershy’s jaw, turning her face, pointing her into another kiss. This was not a brief one; she made sure to hold it, as if their lips were keeping them glued together. The yellow mare tilted to the side and fell over, and then they were on top of each other, locked in passion. They separated and stared into each other’s quavering eyes, chests rising and falling in fitful rhythms. “See?” Rainbow Dash asked with a smirk, “Doesn’t that—”

Fluttershy pulled her back under, and this time it was so forceful that she nearly collapsed. Their muzzles pressed together forcefully, and Rainbow Dash’s surprise didn’t last long before base instincts took hold of her and she reciprocated the kiss with her own fervor, her wings flapping at the air. They writhed at each other on the couch, gradually discarding their clothes article by article until skin pressed on skin.

And as the world melted into noise around them, Rainbow Dash reflected on how she didn’t need more than this. She didn’t need to burn herself out trying to impress everypony. She could still stand to do plenty of impressing, sure, like by showing Fluttershy all the things she could do with her tongue. What really mattered wasn’t the heights she could strive for, but the heights she could help others reach.

In the background, Angel squeaked angrily, still stuck in midair.

= = = = =

“Are you looking for this?”

Spike looked up from the blankets he had been sifting through to see Twilight Sparkle standing by the bedroom door, a thin smirk of barely concealed amusement on her face. In one hand she was holding the tattered old issue of Power Pornies.

“…Yes,” he admitted with a blush.

“Would’ve been awkward if we’d gotten sucked into this instead of the real comic that one time, huh?” she remarked with a chuckle as she crossed the room and handed the thin booklet to him.

“Maybe it would’ve made us more ready for the corruption, at least,” Spike said, smirking. He looked at the lewd depictions of the Power Ponies on the cover, their questionable anatomy covered in skimpy approximations of their costumes and tangled up in ropes made of fire. This was like wading in the foals’ pool after having already been thrown off of a high dive into the deep end. He then put the comic down on his desk. “I don’t think I really need it that much anymore, though.”

Twilight Sparkle tilted her head at him, curious. “Why’s that?”

Spike walked toward the mirror, stood again where he had last night, before this all began. He was fully clothed now, but he could still so clearly grasp at the image of his self. The alicorn came up to stand beside him, siblings side by side, pony and dragon. His frills quavered, but they didn’t quite droop. “I think I understand now, Twilight,” he finally said.

She looked to his reflection in the mirror and she slowly reached to take his hand in her own. “Do you know what you feel about…yourself?” she asked.

“I…think so,” he replied. “I’m not a pony…but I don’t really feel like a dragon either. And…that’s fine.” He brought their arms forward, extended their fingers. His hands were slightly larger, and the digits tipped with claws, but he knew that they were far slenderer than a dragon’s would normally be, closer to the way hers were built. “I’ve been around you and other mares for so long…that feels like what’s normal to me.”

Twilight Sparkle gave him a weak smile. “…Do you still feel like you’d prefer to be…you know, big?”

Now his countenance wilted a little. He looked down at himself. He wasn’t entirely certain how much he relished the ability to see his own feet as opposed to whatever masses of scaly bulk might have been in the way before. “It felt good,” he said plainly, “even if it was a bit…much.” Then he cupped his hands over his chest, feeling the pectorals beneath his shirt. “I liked having boobs.”

She laughed quietly. “Boobs are pretty nice, I have to admit.” Then she glanced back over her shoulder and down. “I kinda wouldn’t mind having a bigger butt,” she muttered.

“Of course you would, just think about how practical it would be,” Spike chortled at her, “all you’d have to do is lean back and you’d have a place to sit.”

“Exactly! I’d have an easy place to read anywhere I go!”

They both laughed at the thought of how ridiculous each of their bodies could be. It seemed absurd, and perhaps should have been to any other pony or dragon before the past day they had experienced. And yet, neither could especially bring themselves to think that it would be a bad idea. They had already had their eyes opened to the possibilities of what they could be doing with their lives. Now the doors were wide open for them to choose what they desired.

Author's Notes:

The curtains begin to draw closed.

Sticking the landing here was extremely important. I wanted to show that all of these characters have come out from this experience with something new that they learned about themselves, but I didn't want to make it seem like they're just all better, because that's not how these things work, people don't just turn around on a dime from things that have troubled them from years. Or from bimbo monster apocalypses.

There may be some unusual choices in which characters get to be the PoV, I think I was trying to give more spotlight to some of the characters who didn't get as much before this.

The scene with the Apple family was mostly set in stone going into this but I wasn't quite as sure what I'd be doing for all of the others.

The scene with Mayor Mare et al was actually only written within the past week and was mostly driven by me being unable to reconcile Octavia vanishing from the plot. I had originally considered including her in the Apple family scene or in a scene which might have included Twilight and Rarity, but neither of those really clicked with me.

Even though it had the side effect of adding another two thousand words to what would have been a relatively short chapter before so that it wouldn't be too much of a strain to drop both this and the epilogue on the reader in the same day. Oops.

Somewhat uncertain about the final scene being noticeably shorter than any of the others but ultimately I didn't think it needed to be any longer.

If you enjoy my work, consider supporting me on Patreon or Ko-Fi!

Epilogue: Dissolution

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“Hmm.”

Twilight Sparkle had gotten very used to hearing that particular tone over the years. “Yes, Luna?” she asked with a thin frown, the same response that she would usually give.

“Oh, nothing much, your highness.” The older mare’s teal eyes flashed toward her with an amused smirk. “I was simply curious when you decided that it would be appropriate behavior to keep hazardous materials out in the open where anypony might happen upon them and risk causing an apocalyptic breach of containment.”

The alicorn didn’t have to look to know exactly what it was that was being referred to. “And I would be curious what led to you thinking that was a topic worth speaking so glibly about.”

Luna gave a bark of laughter. “Ah, so I see you have finally learned how to deflect inquisitions made upon you! Tia would be so proud!”

Twilight Sparkle rolled her eyes. Then her gaze cast across her office desk. Papers and books and scrolls and quills were scattered in a hodgepodge mess. Perhaps Rarity would be proud of her organized chaos, she hoped, but it was usually the thing that Luna commented on first. The former princess always thought it so funny that she put herself through the wringer with delegating so many affairs at once, and she would be quick to point out that she was having to manage the business of the day and night courts all at once. “Nopony said you cannot simply close one of the courts and tell those ponies to stuff it,” Luna would then respond with a scoff. And so it would continue, over and over.

And then there was the one object on the desk that stuck out like a sore thumb amidst all the documents and office supplies.

“It’s a surprise,” Twilight Sparkle said plainly, and she smiled. “For her.” Luna might have commented that the smile was also one she inherited from Celestia. It was almost alarming how much she had come to resemble the old diarch as the years went by. She had grown taller, her features sharper, her mane gaining the ethereal, billowing quality that elder alicorns were known for, shimmering midnight blue canvas with streaks of magenta and purple and sparkling stars. The way the colors distorted, though, stripes blurring together and spreading into a distorted aurora alongside the blue darkening into black, was an aspect that she had picked up elsewhere over the course of the past years.

“Hmm.” But this time Luna’s tone as she scratched at her chin was different. Curiosity, amusement, and sternness all at once. Ultimately, however, it seemed as if she decided to make no further comment on it, as she next said, “Very well, then, I suppose that you do know what is best for you and yours.”

“Thank you for your bid of confidence, Luna,” Twilight Sparkle replied with no small bite of snark. Not that that stopped either of them from coming together and wrapping an arm around each other, nuzzling gently. It was an act that no longer required one of them to balance on the very tips of her hooves while the other had to kneel down. It was still a rather surprising thing to consider for her. Just as much as seeing Luna bedecked in the garb of the commonfolk, a simple frock and short skirt and leggings instead of an ornate gown like the one the princess herself was currently wearing. The amount of cleavage and thigh left on display would have once been called scandalous.

“Tia would greatly appreciate the opportunity to see you again,” Luna murmured to her.

“I know,” she replied, feeling a pang in her chest. “Why don’t you convince her to come to Ponyville, and we can meet with everypony there? Surely that’s not too public of a venue for her.”

“We shall see, but you know how she is.”

“And you know how I am when she refuses to breathe fresh air and talk to other ponies.”

Luna rocked with laughter again. “Oh, so I should hope then that she tries to turn you down?”

She smirked. “Well, I didn’t say that, but…”

And then the office doors opened, and a gentle voice called in, “You wanted to see me, Twilight?”

The alicorns took that cue to separate from each other and she responded with an eager smile, “Yes, come in, Barb!”

The dragon bent down to fit her head through the doorway and stepped inside. For as much as Twilight Sparkle had grown, Barb had managed to grow even more, experiencing difficulty with most conventional architecture. It made things inconvenient at times, but she also relished in the reminder of her stature, over a head taller than even alicorns. Her purple-and-green form was thin and lanky, though today, since she had no official business to tend to, she was garbed in casual clothes much like Luna, loose garments instead of carefully tailored dress suits, the long skirt slit open along the sides so that her legs had more room.

“Oh, hey there Luna, I didn’t know you were visiting,” she said cordially, crocodilian muzzle spreading into a toothy smile that was exceedingly effective at getting Canterlot nobles to reconsider their choice of words.

“Just a little check-up, you know,” the blue mare replied, and then she flashed a devious smirk, “making sure the princess here hasn’t been planning anything that would get us in another war with the gryphons.”

“They were threatening trade sanctions, Luna, not war!” Twilight Sparkle promptly asserted crossly. “And I had them reconsider before the end of the week!”

“It still wouldn’t have happened if you’d reminded yourself of their carnivorous cuisine beforehand,” Barb commented with a sneer of her own.

“Oh, I see how it is.” She crossed her hands over her chest and stared at both of them in turn. “Maybe I should go see Celestia right now, at least she doesn’t read the news enough to criticize my reign.”

“Come on, Twi,” Barb replied with a laugh, her heavy tail thumping on the floor.

“Though I suppose it is time I be heading back, myself,” Luna admitted, clearing her throat. “After all, I would not wish to get in the way of your surprise, Twilight.”

“What?” The dragon blinked, turning from one alicorn to the other. “What surprise?”

“Luna!” Twilight Sparkle whirled toward her, but she only caught a glimpse of the mare winking and sticking out her tongue before there was a flash of silver light and she vanished. “I swear to…me…” She pursed her lips; the shifting of common sayings that had come with her rule would never cease to frustrate her. So she turned back to Barb, now that it was just the two of them in the room, as had been originally intended. She took in a deep breath and focused her thoughts.

“Is something wrong, Twilight?” Barb asked, now calm and gentle, one hand beginning the motions of reaching toward her, an unspoken offer for an embrace, should it be desired.

“No, no, nothing at all.” She smiled warmly up at the dragon, eyes shimmering. “In fact, this is something that you and I have both been waiting for, for a long time.”

She stared back at her, perplexed for several seconds before realization dawned on her, emerald eyes widening. “You…you don’t mean…?”

“But perhaps you should see what exactly I have in mind, first,” she said while she turned around. Her horn lit up with purple-pink light, the glow of the horizon as the sun sank past, and with her magic she lifted the foreign object that had been sitting on her desk. It was a thin, dark container made of smooth stony material. The light of the room bled around it.

Barb stared at it warily, her frills and spines raising. “Twilight…what is…?” But all the same, seemingly without thinking about it, her hand was reaching toward it.

“Careful!” The alicorn’s magic pulled the vessel away. “It’s not so much the container as what’s contained inside it. I want to say with reasonable certainty that I’ve removed any possibility of danger, but…” She wet her lips. “It never hurts to be too safe.”

“Okay…” Barb looked at her uncertainly, arms crossed over her chest. “Perhaps you should tell me the story behind this.”

“Well.” Twilight Sparkle grinned to herself. “Remember back when I was helping Non with designing new methods to stem the corruption?”

One eyebrow raised slowly. “Yes?” And then. “Twilight are you really saying…?”

“Well, I had to be able to study the corruption in order to learn how to adequately contain it and combat its effects, so…”

The top of the dark jar twisted and came off, and something emerged from within it. Inky, ebon black with motes of purple, churning and roiling as it emerged, expanding to roughly the size of a basketball once it was free.

Barb’s reaction was immediate but not decisive. Her whole body flinched with a spasm of alarm, but she was immediately staring with rapt attention. The thumping of her heart in her chest was almost audible. “Twilight…” she whispered, “why did you hold on to this?”

Twilight Sparkle’s countenance turned a smidge toward the guilty. “Non really wanted me to give it up after I was done with that initial research, but…I wanted to explore what it could be capable of.” She levitated the glob of corruption so that it was floating between her cupped hands. She could feel the emanations of Non’s residual energy that rolled off of it. “Non’s magic is unlike any in Equestria, it makes it possible to do things we could only dream of. I’m not entirely sure I’m ready to open the box on all of its possibilities, but…” She took another deep breath before she looked up at Barb. “There’s at least one thing I’ve always wanted to do.”

The dragon stared back, eyes widening more and more, breath hitching in her throat. “But…but I thought we agreed,” she stammered, “using the c-corruption would be…it wouldn’t be right.”

“That’s right.” The alicorn nodded back. “That’s why the first thing I did was learn to harness it in such a way that it would be possible to mimic Non’s transformative powers while removing the mental alterations. With this, it would be possible to alter the structure of any creature. But that was the easy part of it, I had that figured out pretty quickly. It would be simple for me to work on my own body, but if I were to use it on someone else, it would be based entirely on my own input, since I would be controlling the spell. I wanted to find a way to make it so that I could cast the spell while letting the subject enact their own effects. This way…” She smiled warmly. “You can be exactly what you want to be, and it’s all your choice.”

At first, Barb could do nothing but stare, dumbfounded. The shimmering in her eyes began to spill forth in the form of tears over her cheeks. Her shoulders and wings shuddered. “T-Twi…I…”

Twilight Sparkle returned the corruption to its container and brought it to the side so she could extend a hand toward her. The response was almost immediate, Barb rushing forward and bearing upon her, wrapping arms around her back, squeezing tightly in an embrace that might have seriously hurt her if she weren’t an alicorn. Her sobbing proved infectious, bringing stinging tears to the princess’s eyes as well even while she smiled delightedly. It was a good thing that she still had the mental capacity to maintain her magical control, or else the jar might fall and risk a breach.

“Th-thank you,” Barb whispered.

“Anything for you, sis,” she replied, “I’ve wanted this for you too, you know.” She then smirked as she pulled away. “You should probably wait until after we’re done before you go thanking me, though.”

“Careful, you might get tired of it if I have to really show how much it means to me,” the dragon said with a laugh as she wiped at her eyes. “Does that mean…we’re doing it right now?”

“Of course! Why would we wait a moment longer?” Twilight Sparkle stood back and prepared the jar again.

“Do I…do I need to do anything?” Barb asked, her wings and tail folding around herself.

“Not really. Although…” There was a flash of another spell being cast, and there appeared in the office a wide mirror leaning against one wall, poised so that Barb could see her reflection in it. “This will probably help you visualize what you need,” she said. For a moment she stood beside the dragon so they could both see each other, the dragon and pony siblings who had come so far. They mutually reached to their sides and held each other close for a few seconds before they separated.

“I hope all this waiting has given you plenty of time to come to a decision, at least,” Twilight Sparkle remarked with a grin when she held the jar at the ready once more.

“I’ve got…a bit of an idea, you could say,” Barb replied.

“I can’t wait to see what you’ve cooked up.” The black container opened again, and the oily essence trickled out from it, this time floating over toward the dragon. “It should be fairly rudimentary. I will be channeling my magic through the corruption and into you. All you have to do is envision the changes that you desire, and they will come into being.”

“O-okay. Just…a moment.” With continued heavy gasps of breath, steadily slowing and evening out, Barb looked at the dark matter, its hypnotic roiling undulations. Then she turned to her reflection in the mirror. She placed her hands over her chest, feeling up along the length of her neck. She closed her eyes and breathed in deeply, and when they opened again her expression was resolute. “Alright. I’m…ready.”

Twilight Sparkle smiled at her. The corona around her horn intensified and a beam of light shot from it, piercing into the corruption. The ethereal glob rippled and spasmed, purple flashing within its core, and then it calmed. “Take it,” she said, and Barb held her hands to either side of the shadowy mass in the way that the pony had before. Even without physically touching it, the effect of its power spilled into her, a shudder running through her arms and along her spine, tail and wings shaking. “Now…envision yourself. Your ideal self.”

“My…”

There were snaps, and Barb cried out as a spasm wracked through her and she nearly toppled over.

“Barb!” Twilight Sparkle shouted, alarmed, starting forward, “Are you—!”

“I’m…I’m fine,” she gasped, shuddering, maintaining her intangible hold on the corruption, legs trembling. “I just…” She opened her eyes and looked at her reflection.

Something was different. Her height was the same, but her proportions had changed subtly. Her torso was shorter, her legs longer, a shape that was more comparable to an equine than a dragon. The skirt that she had been wearing was hitched up higher, making it clear to see how her stance had changed from digitigrade to unguligrade, balancing on cloven hooves with tapering sharp tips that resembled claws. The legs were also of a decidedly shapely sort, thick calves and thighs leading up to broad hips flaring out toward the sides. “D-does this…” she whispered. And then Twilight Sparkle gasped when the dragon reached with one hand to pull all the way up on her skirt, making two revelations. One was the cutie mark on her flank, a roll of parchment with green flames at either end. The second, upon pulling down on her taut underwear, was the presence of not a genital slit between her legs but the very distinct labial folds of a vulva.

“O-oh…it…” The mare could barely believe her own eyes. Under different circumstances, such a lewd display might have been more alarming, but Twilight Sparkle had seen other ponies’ exposed genitalia far, far more frequently in the time since the Non Incursion than she had in the years before. There were far more important matters to consider.

“It’s working,” Barb said plainly, joyously, tears streaking anew over her face.

“Oh, Barb…!” Twilight Sparkle beamed at her. She wanted to throw her arms around her all over again. The magenta light filling the room flickered momentarily.

“Whoa, hang on!” The dragon then held her palm up toward her, stopping her in place. There was a hint of a different kind of eagerness in her expression, smile stretching wider. “I’m still not done yet!”

“Oh, I…” She faltered briefly. It occurred to her that she hadn’t the slightest idea how far any of this might go. But that wasn’t going to hold her back for long. Fulfilling Barb’s heart’s content had been the whole point of this. “Sure, go on ahead!” She redoubled the strength of her concentration, the spell flaring anew, surging between pony and shadow and dragon.

Barb in turn concentrated as well, steeliness seeping in to bolster her giddy anticipation. She looked at the mass of corruption and then at the mirror, and her posture tensed.

More sharp cracks rang out. Twilight Sparkle tried her best to stifle her horror as she watched Barb’s skull change, bone shifting under skin. The shape of her snout altered subtly, thickening, her forehead bulged before a unicorn horn erupted from its center, curling up toward the ceiling, and flaps of cartilage emerged to cover her ear-holes while they also migrated upward, forming the short floppy ears of an equine. The spines along her scalp lengthened, their consistency changing, rigid to flexible, curling to the side like a long mane—the alicorn remembered this from Barb’s corrupted form, a feature which puzzled her both then and now, but she had to admit it offered an appealing aesthetic. Her skin rippled in a wave across her skull and down her long neck to the rest of her body, scales cracking into pieces and growing out into short hairs, a coat of purple fur, though her front remained covered in green plates.

She was no longer a dragon, but she was not exactly a pony either. Twilight Sparkle thought the closest comparison might be a kirin, but this form was more on the side of draconic than equine. She was Barb, plain and simple, as she had always wanted.

But, as if expecting another interjection, she said once more, “Hang on.” She craned her neck so that she could look down at herself. The excitement in her expression was now just about bubbling over. And then there was a sound almost uncannily like a balloon filling with air as her shirt filled out with twin mounds rising from her chest, heavy globes that were around the size of her head, straining the fabric of her dress. “There.”

“Uh…oh.” Twilight Sparkle couldn’t keep herself from staring, dumbfounded. Not exactly in a bad way, simply taken by surprise. “I…I know you really wanted breasts, but I didn’t think you’d want to be so…big. The girls might get jealous, you know!”

Barb gave a snort of laughter, plumes of greenish smoke emerging from her nostrils. “I don’t know how you can be so surprised. You mammals have been hogging these for way too long! Even changelings and seaponies get to have tits but I’ve had to wait all this time to have more than mosquito bites!” She looked at her reflection again, and she made a bobbing motion, bouncing on her heals, presumably hoping to see how the mounds moved. She failed to take into account her new hooves, though, causing her to yelp and nearly lose her balance as she stumbled. At least that got a whole lot more jiggling out of it. “Yeah…” she murmured, satisfied, now stretching her limbs and observing herself from different angles. “This is really it…”

“I’m happy for you, Barb,” the mare replied, grinning from ear to ear.

She was all too ready to cut off the spell and embrace her before they then went about all the preparations and announcements they would have to make.

But a thought suddenly occurred to her. From whence it came she had no idea, but it was there to stay and could not be ignored.

This had always been for Barb. That had been all she intended to do with the corruption. But now it had been proven that her conjecture was effective. What more could be done with it?

Could she use it on—

Barb groaned, a deep, rumbling noise in her throat.

Broken out of her thoughts, Twilight Sparkle turned her attention outward. She found the dragon panting heavily with her jaw slack while one hand cupped at her newly bulbous chest.

“Barb, is something wrong?” she asked, immediately on edge and wary.

“O-oh, it’s just…I was r-remembering…that night,” Barb crooned.

This was something that would usually weigh heavily on Twilight Sparkle’s mind. Even years later, there were still ponies who carried trauma from the Non Incursion, whether it was those who had been directly affected or those who had been caught up in the panic.

But it didn’t sound like Barb was remembering it as painful.

“It was just…s-so…good…”

The spell was still in effect.

“BARB!”

The dragon reared her head back in a long sigh while she groped at herself with both hands, and her breasts pushed back against her fingers. Globes expanded from melons to yoga balls in the span of seconds, cloth tearing asunder. Tongue lolled out from between rapidly plumping lips, lime gloss manifesting from thin air. Wings fluttered and flapped, tail lashed. Barb was lost in the transformation.

“Barb, stop, I—I can stop this!” But Twilight Sparkle quickly found that she couldn’t. The flow of magic was actively pulling on her, no longer consciously affected by her casting. The dark glob of Non essence was churning again, ever more violently, as if containing a storm. It was reacting to Barb’s desire, the merest inkling expanded to an insatiable hunger. In the time it took her to register this, the top of Barb’s dress had torn apart entirely, enlarging breasts joined by two more rows of scaly mammaries underneath it, and the skirt was about to go the same way.

“No!”

She did the only thing she could think of. She pulled back. That proved to be a mistake. The magenta energy carried through the corruption and brought its roiling dark into the alicorn.

There was an indistinct noise in Twilight Sparkle’s throat, the dying gasp of panic and terror. That sense of alarm was rapidly being quashed even as she felt her flesh rebel against her, mass distorting her structure. She fell backward to the floor, her vision going blurry as a fog rapidly fell over her mind. There was so much that could be done. So much that she could change about herself.

“N…no…!”

Her horn flashed with another spell, consciousness cast out far beyond her distorting corporeality.

“Non…!”

Fire flared into being between her legs, an inferno all at once.

“Non!”

“Twilight?”

“I…I…”

She was being choked by girth and she saw a glossy wall rising up beyond the tip of her muzzle.

“Twilight, what’s happening?”

Her brain was bubbling, laughter inside her skull.

“Ha ha…oops…!”

Author's Notes:

Even when it ends, it never really ends.

I think I always imagined that there would be something akin to this for the ending, even before the airing of the series finale. I think.

I had considered other possibilities for what could be shown here. I could have done a scene which had all of the main cast years after the main events of the story to show what they had each done with what they had learned, then closing with Twilight revealing that she has some "distilled" Non essence which should have more controlled effects and then asking if any of them ever wanted to experience what that night was like all over again. The main obstacle with this was that I didn't really have good ideas for most of them. Ultimately, I don't think it's really necessary to show what became of all of them. I briefly considered including a cameo of Fluttershy along with Luna but as the words came to me it didn't really fit how the flow was panning out.

I also could have done a scene which focused on Twilight suffering from a bout of Who Wants to Live Forever prompting her to imbibe of Non essence, but I didn't want to touch on that tired plot point any more than I already had.

In the end, I suppose I went with the most indulgent option I could have.

How many readers will get to this point and decide that this was the step too far?

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