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Towers and Tentacles

by Lion

Chapters

Chapter One:Always Read The Rulebooks.

“Okay, so with a tentacle in her vagina, one stroking her clit, and one stroking each of her nipples, Applejewel suffers...” Twilight paused to roll four d6s, “13 Excitement. What’s that put your total at, AJ?”

Applejack made a note on her character sheet and cringed. “Uh… 174?”

Twilight nodded. “Okay, roll Fortitude vs. Orgasm.”

Applejack rolled her d20 and sighed. “Crap… 4.”

Twilight whistled. “Yeah, you come.”

Applejack frowned. “I struggle.”

“You can’t,” Twilight said, shaking her head. “You’re mid-orgasm, so you’re immobilized. Now, roll Will vs. Ahegao.”

Applejack picked up her d20 and held it in her hand. Taking a deep breath, she crossed her fingers and rolled.

The die tumbled across the tabletop, six sets of eyes glued to it. Time seemed to stand still as it slowed, and Applejack did some math.

Okay, I’ve come 11 times before, so the DC is 12. My Will Save is only +3, but that still means I only need a 9 to pass…

The die slowed toward a halt, wobbling on a corner. Applejack saw that one of the sides it wobbled toward was a 20.

She held her breath.

It fell toward the 20.

Applejack smiled.

The corner bounced against the table and it rolled back to an 8.

Applejack grunted. “Consarnit!”

Twilight grinned as she shuffled her papers, making a flurry of notes behind her DM screen. “You take 1 damage.”

Applejack looked back at her character sheet and scrunched up her eyebrows. “Umm… That was my last hit point, actually, so… what’s that mean?”

Twilight stopped shuffling and looked up. “Oh my…”

Applejack subconsciously sucked in air. “I don’t like the sound of that…”

Twilight put down her pencil and lowered her face toward the table. “As the tentacle beast ravages Applejewel’s body, you hear a muffled cry of passion escape her throat. Her body rocks back and forth, a mixture of juices spewing out of her orifices as her eyes roll back in their sockets. Applejewel the Paladin is Ahegao.”

Applejack bit her lip.

Damn that’s hot…

“So… I’m dead, then?”

“No, no no no,” Twilight shook her head. “You’re not dead, you’ve just been completely overwhelmed by the pleasure you’re experiencing, and can no longer take any actions, you auto-fail all saves, and if nobody saves you – I mean, Applejewel – she’ll be imprisoned in a Biodungeon.”

Applejack raised an eyebrow. “What happens then?”

“Well,” Twilight began, flipping through the pages of one of her rulebooks, “If the others can find Applejewel before the conversion is complete, they can save her and you can resume playing her.”

Applejack held her breath. “... and if they can’t?”

“Umm… Ah, here it is,” Twilight said, levitating the book over to Applejack and tapping her pencil eraser against a specific passage. “If she isn’t saved, and you decide you’d like to roll a new character, her mind will be fully corrupted and she’ll be used as a broodmare for the tentacle beasts. But if you’d still like to play her, she can come back as a Succubus, except now she’s a bad guy. Er… bad girl.”

Applejack blinked. “Oh. Uh. Wow. A Succubus? How’s that work?”

Twilight floated the book back behind her screen and shrugged. “I haven’t actually read that part of the rules yet, but… Well, that’s not gonna happen for a while anyway, so I’ll read up on it and get back to you. We can talk about it then. However, in the meantime, your character is Ahegao…”

Applejack nodded slowly. “Right.”

Twilight grinned. “You know what that means.”

Applejack’s ears fell as she remembered the next part of the rules, which they’d previously discussed. “R-right. Vibrators?”

“So many vibrators.” Twilight levitated a small pink box from next to her chair onto the table, opening it with her magic and pulling out a rope.

Rainbow snickered.

Applejack rolled her eyes. “What, RD?”

Rainbow chuckled. “Oh, nothing, just didn’t think the brave and mighty paladin would be the first one out.”

“Whatever,” Applejack said as she stuck out her tongue, letting the rope wrap around her wrists and tie her arms to the back of the chair. “At least I’m gonna get to come tonight.”

RD chewed on her cheek and nodded. “Fair point.”

The ropes wrapped around Applejack’s ankles and she took a deep breath as they too were secured to the chair. “Alright, Twi, I’m ready.”

Twilight nodded and looked down at her notes. “Let’s see… A tentacle in your vagina…”

A large, ribbed, pink vibrator floated out of the box. Applejack recognized it immediately; That was Twilight’s Dragon Dildo. She’d ordered it online from some sex shop up in Canterlot, and of course they’d all tried it out at some point or another. Supposedly, this was the size of an adult dragon’s donger, if the advertising was to be believed. Easily a foot long, probably a bit more (Applejack never bothered with measuring things), almost as thick as her forearm, and covered in tiny bumps and ribs, it was a force to be reckoned with.

Before Rainbow could say something else snarky, Twilight floated it forward and lined it up with Applejack’s crotch. “Remember, if you want it to stop, the safe word is–”

“Kumquat!” Pinkie shouted, giggling.

Twilight shot Pinkie a look before turning back to Applejack and sighed. “Yeah, kumquat.”

Pinkie blushed and shrugged. “Sorry. It’s just so fun to say! And it’s like a pun, because you’re gonna coooooooooooome~!”

Applejack nodded. “I remember. Put it in.”

Twilight did. It slid in smoothly despite its size, and Applejack squeaked as she felt her vaginal walls stretching slightly to accept its massive girth. She breathed in through her nose as Twilight pressed it further in, feeling the nubs scrape across her insides, sending tiny shocks and jolts of pleasure up her spine. As her folds reached the hilt, Twilight floated some medical tape over and secured it inside of her.

“Then one on your clit,” Twilight said, checking off her list and pulling a vibrating egg out of the pink chest.

Applejack nodded as Twilight floated it over, nestling it snug against her nub and securing it with the tape. The cold plastic pressing against her flesh made her shiver slightly, but she couldn’t help but feel excitement for what was to come. She’d been horny as a rabbit during early spring for an hour now, she’d soaked through her panties before she had to take them off when Applejewel’s armor was destroyed, and she just really, really needed a good rutting.

“... and one on each nipple,” Twilight concluded, floating over two more eggs and taping them against Applejack’s already rock hard teats.

Applejack panted slightly as she shifted her hips, feeling the inert, but massive vibrator shifting deep inside her as she did.

“Ready?” Twilight asked.

Applejack nodded breathlessly. “Go for it.”

Twilight lit up her horn.

The vibrators turned on.

The Great and Humble Trixie could barely contain her glee as she stopped her cart outside the Golden Oaks library. It had been a few months since she’d last been able to visit her friend Twilight Sparkle and catch up, among other things.

Other sexy things.

Trixie smiled to herself as she thought back to her last visit. She and Twilight had made a habit of continuing their tradition of magical duels whenever she came to town, but once they’d become friends instead of enemies, those duels started to shift in focus a bit.

It started basically by accident; After Twilight had trumped one too many of her marvelous magics in spectacular fashion, Trixie had been overcome with frustration. The kind of frustration that could only be solved with makeouts.

Twilight had been receptive, much to Trixie’s surprise, to having her face tongued in the middle of what was supposed to be an academic display of magical prowess.

From there it was a slippery slope until their duels simply became an excuse to research new spells with which to pleasure each other and come back every few weeks to share what they’d learned.

Trixie smirked. Last time, Twilight had bested her with an arcane-powered sex robot, sure, but this time, she had a new spell that would bring Twilight to her knees.

Literally or figuratively, she didn’t much care.

Trixie raised her hand to knock on the door right before she heard a muffled cry come from inside the library. She briefly thought she’d imagined it, but it quickly sounded again. It sounded like a mare, possibly in danger. Trixie’s eyes opened wide as she contemplated the possibilities. It didn’t look like Ponyville was in any sort of danger… had one of Twilight’s lab experiments gone wrong? A spell backfired, perhaps? A portal to Tartarus accidentally opened?

There was no time to waste. Trixie lit her horn with magic and threw the door open, to see...

Twilight and her friends, gathered around a table, rolling tiny polyhedrons and writing on sheets of paper, and for some reason they’d apparently tied the orange one to a chair and trussed her up like some kind of sex piñata. And of course only half of them were wearing clothes, because obviously.

Twilight looked up from her notes at the sound of the door slamming open. “Trixie? What are you doing here?”

Trixie took a step inside and looked around. “Trixie thought she heard someone–”

“HaaaaAAAAAAnnhhh~!” Applejack moaned loudly, rocking against the chair she was tied to as she threw her neck back and breathed heavily.

“–screaming… Right,” Trixie finished, deflating slightly.

Twilight chuckled. “Oh. It’s okay, we’re just playing a game. Close the door, will you?”

Trixie nodded and did as she was told before walking further into the room. “Are you… roleplaying?”

“Yep!” Twilight beamed as she tapped her stack of papers against the table to straighten them out before laying them down in front of her.

“Ah~!” Applejack moaned again. Twilight seemed to pick up on Trixie’s confused glance, as she immediately set to explaining the situation.

“It’s an old tabletop RPG called Towers and Tentacles. It’s like DnD, but–”

“It’s about fucking,” Rainbow cut in.

Twilight shot her an annoyed look. “Yes, or as I was going to say, instead of knights slaying dragons and evil wizards, it’s–”

“About getting fucked by tentacle monsters!” Pinkie cheered.

Twilight smacked her palm to her forehead. “... Yes.”

Trixie blinked. “And… Applejack?”

“Don’t mind me,” Applejack panted, “I’m fi–IIIIIIIIIIIIIIIII~–ne!”

“Added realism,” Twilight explained. “In the game, you lose when you’ve been forced to orgasm beyond your mental ability to handle it, referred to in the game as being ‘Ahegao.’ So, when somebody’s character is such, we tie them to a chair and give ‘em a corresponding sex toy for each thing pleasuring their character, and they have to stay there until they’re either saved, or we end the game for the night."

“The safe word is KUMQUAT!” Pinkie shouted, devolving into a fit of giggles.

Rarity smiled. “It’s sort of like an incentive to win.”

“Or to lose,” Fluttershy meekly added with an embarrassed giggle and a blush, “depending on what you want out of the game.”

Trixie raised an eyebrow. This is quite the coincidence, isn’t it? Trixie smiled. “Creative. Well, fear not, as the Humble and Open-Minded Trixie does not judge you for your choices of pastimes.”

Rainbow rolled her eyes. “Oh good, cuz we were real worried about you judging us.”

Trixie paid her no heed. “It just so happens that The Open-Minded and Benevolent Trixie has been known to partake in the occasional Live-Action Roleplay herself, from time to time, and–”

“Wait wait wait,” Rainbow said, shooting up in her seat. “You LARPed?”

Trixie paused. “Yes?”

Rainbow chuckled. “Seriously?”

Trixie frowned. “Of course. Trixie does not joke about such things.”

Rainbow guffawed, and Pinkie slowly started to join her.

“Oh my gawsh,” Pinkie said, “I never would have guessed!”

Rarity started chuckling too.

Trixie cocked her head. “What’s so funny?”

A laugh from behind her caused Trixie to turn.

“Nerd,” Applejack jeered, before a particularly sharp convulsion fired through her body and her chair toppled backwards, a loud thunk sounding around the room as her head hit the floor. “I’m okay…”

Trixie turned back to Twilight and the others and stamped her hoof. “Trixie demands to know the meaning of this!”

Twilight blushed and cast her eyes to the floor. “I think we’re all just a little surprised.”

“A little surprised?” Rainbow’s eyes twinkled with apparent glee. “This is way more than a little surprised. Man, I’m gonna tease you about this for, like, forever!”

Trixie scrunched up her nose. “But… You’re all roleplaying, right now!"

“Yeah,” Pinkie laughed as she slammed her fist on the table, several miniatures falling over in the process, “but we’re not LARPing!” She fell under the table in a fit of giggles.

“You tied your friend to a chair and stuffed her full of vibrators,” Trixie shouted, utterly bewildered  “and yet somehow LARPing is too much?”

Twilight shifted uncomfortably. “Girls, come on, be nice.”

Trixie huffed. “No, it’s fine, I can tell when I’m not welcome. I was going to mention that I had recently found a spell that could quite conveniently enhance your little game, but I guess you’re not interested.”

“Yeah, the LARPing and… uh… uh, Nerdy Trixie has got that right.” Rainbow howled with laughter, joining Pinkie on the floor.

Trixie grunted loudly as she turned on her heel and stomped toward the door.

“Trixie, wait!” Twilight called after her.

The Benevolent and Pissed-Off Trixie did not.

Twilight rounded on her friends and scowled. “Why’d you all have to do that? I haven’t gotten to see her in months, and you made her so angry she stopped using the third person to talk about herself! She’s probably skipping town by now!”

Rainbow stood up through the staggered remains of her laughter. “Relax Twi, it was just some teasing. Besides, Trixie, a LARPer? That’s hilarious!”

Rarity gave the last of her giggles into her hoof and cleared her throat. “I do believe we’ve had enough jocularity for the moment. We are in the middle of a thrilling fight scene, are we not?”

Twilight sighed. “Fine, fine… Whose turn was it?”

“What was that she said about ‘enhancing’ our game?” Pinkie asked as she got back in her chair

Rainbow smirked. “Probably some nerdy LARPer shit, right? Like, she can summon tentacle monsters or something? Hah!”

The five of them sat around the table in silence for a few moments as they thought about this.

“... But that’d be totally dumb,” Rainbow said cooly, “and not at all something I’d be interested in… Because LARPing is for nerds.”

A few more seconds of silence passed by.

Fluttershy mumbled something.

“What was that, dear?” Rarity asked.

“... I think that actually sounds kind of fun,” Fluttershy said, hiding her rapidly reddening face behind her mane.

Twilight massaged her temples and groaned. “Do you want to keep playing or not?”

The other four quickly nodded and grabbed their dice and pencils.

“Okay… Fluttershy’s turn… At the start of her turn, Leaf Breeze suffers… 6 excitement from the dickbat penetrating her vagina…”

“Oh Celestia that’d be so hot if it was real,” Rarity shouted.

Twilight threw her arms up in frustration and yelled. “Are you serious!? You all laugh my friend out of the building, and as soon as she’s gone, you do a complete 180!?”

Pinkie nodded. “Yep. That seems like what happened.”

“Lemme guess, you’ve changed your mind too, right Applejack?” Twilight snarked, shooting the orange mare a look.

Applejack’s legs twitched, the rest of her body obscured by the fallen chair.

Twilight exchanged a quick glance with her friends before approaching the chair.

“Uh… AJ?”

Twilight rounded the chair to see Applejack’s eyes rolled all the way back in her head, a gargling trail of drool escaping the side of her mouth as she twitched intermittently.

Twilight blushed. “Oh. Uh. Maybe we should call it a night and pick this up after breakfast…”

Back at her wagon, Trixie fumed. How dare those girls make fun of her? After she’d been so gracious! So kind! So willing to share her new magic with all of them! They didn’t even hear out her proposal!

Even the orange one laughed at her, and she was tied to a chair and undergoing vibrator torture for ‘added realism.’

This would not stand. This could not stand.

Just as she’d finished crawling into her sleeping bag and prepared to turn out her firefly lantern, a sharp rapping on the door spooked her.

“Come back tomorrow!” Trixie shouted, rolling away from the door and burying her face in her pillow. “The Pissed-Off and Sleepy Trixie is not accepting visitors at the moment!"

“Trixie, it’s me. Can I come in?”

Twilight?

Trixie sat up and looked at the door. After a moment she sighed and used her telekinesis to turn the knob.

“It’s open,” she called.

The door creaked as Twilight opened it, stepping into the cart and closing it behind her.

“I’m sorry for how my friends reacted, Trixie,” Twilight apologized quickly. “Sometimes they can be a little… insensitive. Especially Rainbow.”

Trixie frowned. “Why are you here, Twilight Sparkle? What do you want?”

Twilight fidgeted awkwardly in the lamp light. “Umm… I don’t think it’s funny that you LARPed, Trixie. I’m actually… kinda curious. And, um, after we talked about it, I think the girls really came around on it.”

Trixie scowled. “Is that so?”

Twilight nodded bashfully. “Yeah. Um. And we were kind of curious about that thing you said about ‘enhancing’ the game. You didn’t mean that… um… that you know how to summon tentacle monsters, did you? I mean, is there a spell for that?”

Trixie gave Twilight an appraising look and grinned.

“It just so happens there is.”

Rainbow Dash hated mornings. At best, they were a necessary evil, because you couldn’t nap in the afternoon if you didn’t first get up in the morning.

At worst, they were the bane of her fucking existence.

Thankfully, Twilight was an early riser, and she always had a pot of coffee brewing within seconds of waking up. All she needed to do was head downstairs and get a mug.

Rainbow yawned as she descended the stairs. “Hey, Twi, can you grab me a mug?”

When no response had come by the time she reached the first floor, Rainbow rubbed her eyes and looked around. “Uh… Twi? You around?”

Twilight was nowhere to be seen.

Rainbow felt a cold shiver run down her spine.

But that means…

Rushing over to the coffee pot, Rainbow opened the top and looked inside.

No grounds had been placed inside.

There was no coffee.

“NOOOOOOOOOOOOOOOOO!”

… There was still hope, though. Twilight kept her coffee grounds in her cellar pantry, underneath the stairs, if Rainbow remembered correctly. All she had to do was walk downstairs and get them, and then…

Uh… She’d figure it out from there. Making coffee couldn’t be that hard.

Rainbow slowly walked to the cellar door and opened it, squinting into the dark.

“What is all this yelling about? Some ponies are trying to sleep,” Rarity’s voice came from upstairs.

“I’m making coffee,” Rainbow called back. “Is Twilight up there? Like, in the bathroom or something? She’s not down here.”

Rarity yawned and stood up, opening the bathroom door and checking. “No, she’s not.”

“Uh, girls? You might want to see this,” Rainbow’s voice called again.

Rarity rolled her eyes. “I guess sleeping in is off the table, then,” she muttered as she roused her friends.

It took a few minutes to wake everyone, but once she had, the four of them joined Rainbow in the basement.

“What is it that was so important it had to disrupt my beauty sleep, Rainbow Darling?” Rarity asked.

“That,” Rainbow said, pointing to the wall.

Or… Where there should have been a wall.

The wall that had formerly been located there had disappeared, behind it a large, dark tunnel.

Rarity rubbed her eyes. Nope, still a tunnel.

“What the hay?” Applejack asked.

“It looks… dark,” Fluttershy squeaked, hiding behind Pinkie.

“That wasn’t there before, right? I’m not going crazy?” Rainbow asked.

“It definitely wasn’t,” Pinkie said excitedly. “Let’s check it out!”

Rainbow swallowed hard. “I have a bad feeling about this…”

Rarity levitated a nearby lantern over from the stairwell, and with some quick help from Fluttershy they found a few fireflies to populate it.

“Alright, if we’re doin’ this, we’d better do it,” Applejack said, taking the lantern and moving into the tunnel.

Rarity shivered. “It’s so damp and musty down here… I can’t believe we never noticed this before. We’ve all been in this basement a thousand times, haven’t we?”

“That’s because it wasn’t here,” Rainbow growled. “Somepony like, excavated the whole thing over night!”

“Not quite, actually,” An unfamiliar voice echoed around the corridor, causing all five ponies to stop in their tracks.

“Who’s there?” Applejack shouted into the darkness. “Show yerself!”

Slowly, a light blue figure emerged from the darkness.

“It is none other than The Great and Powerful Trixie, of course.”

Rainbow snatched the lantern from Applejack and charged forward. “Trixie!? Where’s Twilight?”

Trixie laughed. “She’s right here,” She said, and lit her horn with magic.

The ground a few yards behind her split open, and a flash of teal light blinded them all for a moment. As her vision returned, Rainbow squinted ahead and gasped.

Twilight hung naked on a giant, fleshy cross, eyes rolled back in their sockets. Her arms and legs were being held to it by thick, purple tentacles snaking all along her body. The two restraining her legs writhed upwards until they disappeared, buried inside her vagina and anus. The two restraining her hands snaked around her arms in similar fashion, their ends folded back to reveal long, slender tongues, licking at her tits and nipples in long, winding arcs. A fifth tentacle holding her neck in place ended deep inside her mouth. Muffled moans escaped her lips with each thrust and lick of the tentacles, her entire body shivering and convulsing.

“Twilight Sparkle,” Trixie said with a wide, evil grin, “is Ahegao.”

“... Do you think you have what it takes to save her?”

Chapter Two:If You Wanna Be My Lover, You Gotta Fill Out Some Forms

“Do you think you have what it takes to save her?”

Twilight’s friends stared in shocked silence as the tentacles writhed on Twilight’s body.

“Is… Is she…” Applejack stammered.

“She is Bellatrix’s prisoner now,” Trixie said, inspecting her fingernails. “If you want her back, you’ll have to face the many challenges in store for you, here below the library.”

Silence.

Trixie looked up to see the other mares staring blankly at Twilight and shifted uncomfortably. “Umm… It’s clear that this is the game, yes? Twilight said you’d all come around to the idea of LARPing.”

“Oooooooooh,” five voices sounded in unison.

“This makes a lot more sense, now,” Pinkie nodded. “Unless… you’re trying to trick us!”

“Yeah,” Rainbow took a step forward, narrowing her eyes. “How do we know this is still part of the game, and you aren’t just up to some sick fantasy you’ve been harboring?”

Trixie shook her head. “It’s nothing like that! Twilight Sparkle agreed to this.”

“Why should we trust you?” Rarity asked, holding Fluttershy close to her for comfort. “You could be lying.”

Trixie lit her horn with magic and a scroll appeared in her hand. “She signed a consent form.”

Trixie handed the scroll to Rainbow, who quickly unfurled it and held it so they could all see.

-This LARP is to follow the rules of TnT as closely as possible; For this purpose, Trixie Lulamoon has been provided with 1(one) Player’s Handbook, 1(one)Gamemaster’s Guide, and 1(one) Monster Manual, as well as a number of Twilight Sparkle’s notes including, but not limited to, various world building resources, homebrew monsters, and other assorted scraps.

-This LARP is to include sexual content including but not limited to Tentacles, Power Play, Humiliation, Corruption…

… That section went on for quite a while…

... and any other fetishes we may desire, as the need arises.

-The LARPing is to conclude at one of two GOALS, hereby designated “Good End” and “Bad End.”

Good End is achieved when Applejack, Rainbow Dash, Fluttershy, Rarity, and Pinkie Pie (Hereafter referred to as “The Heroines”) succeed in rescuing Twilight Sparkle from Trixie Lulamoon. In the Good End scenario, game play ends immediately upon Twilight Sparkle’s resuscitation from Ahegao status, as defined by the rules of TnT.

Bad End is achieved when The Heroines are all simultaneously in Ahegao status, as defined by the rules of TnT. In the Bad End scenario, game play ends two hours after the last Heroine is placed into Ahegao status, such that she gets a chance to experience all of the aspects of the game.

-In the event that one of the players wishes to exit the LARP before its natural conclusion, the utterance of the safe word, hereby designated as “Kumquat,” shall immediately halt all elements of the LARP, and any allotments the player requests shall be granted. If the player wishes to rejoin the game later, they may do so. In instances where a participant’s vocal capabilities are incapacitated due to actions related to the LARP, a psychic monitoring spell has been implemented to transmit the previously designated safe word when the need arises.

Rainbow frowned at the scroll. It kept going on from there, but while she may have developed a love for reading Daring Do, legal documents didn’t exactly capture the same thrill.

“You could have faked this,” she said, waving the scroll at Trixie. “It doesn’t prove anything.”

Trixie lit her horn again and a second scroll appeared. “She made me sign one too.”

The ponies looked over the second document, which was mostly the same as the first, just with Trixie’s signature instead of Twilight’s.

“Okay,” Rarity said, “but if you’d faked the first one, you could have just as easily faked this one.”

Trixie sighed, lighting her horn a third time. Five additional scrolls appeared and landed at the ponies’ feet.

“She also made me prepare additional consent forms for each of you.”

The five friends shared a look before nodding. “Okay, yeah, that sounds like Twi,” Pinkie said.

Trixie lit her horn one last time, and Twilight disappeared from view in a flash. “If these terms are agreeable to you all, sign and date the forms, and we’ll begin. Also, Twilight asked me to share this with you.”

A pleather bound book landed on the floor with a loud ’Whumph.’

“What’s that?”

“The back story.”

Rainbow shook her head. “It’ll take all day just to read a quarter of that thing! It’s gotta be at least 10,000 pages!”

Trixie rolled her eyes, and a piece of paper appeared on top of the book.

“There’s a Hoofnotes.”

It didn’t take long for the ponies to head back upstairs, sign the forms, and read over the back story.

It was simple enough. An evil sorceress had kidnapped Princess Amethyst Star, and now it was up to them to venture into the sorceress’ lair and save her. Knowing Twilight, there was probably a bit more to it than that, but for the moment that was all they knew.

When they returned to the basement, signed forms in hand, they found five small chests waiting for them, each one emblazoned with one of their character’s names; Applejewel the Paladin, Leaf Breeze the Druid, Peach Cobbler the Bard, Spectrum Slash the Rogue, and Crystal Weave the Enchantress.

“Now, somepony explain how this is supposed to make any sense,” Applejack said as she held aloft the armor she found in the chest. “It says ‘Plate Mail’ on the tag, but it’s just a metal bikini and thong!”

Rarity laughed lightly. “It’s Sexy Plate Mail, darling.”

“But how’s it supposed to protect me?” Applejack scowled. “Plate Mail is supposed to be, ya know, armor! Like, the kind that protects ya from gettin’ stabbed.”

“Hee hee, stabbed.”

“Of course, dear, but that wouldn’t be sexy,” Rarity countered.

Applejack sighed. “I guess it is what it is…”

“Yours at least pretends to be armor,” Rarity said, lifting what amounted to little more than a silk negligee and thong out of her chest. “Cloth armor doesn’t even provide any bonuses, and only has one hit point.”

“It’s not like we’re not all in the same boat, AJ,” Pinkie chirped, holding aloft a pleather bra and thong. “The tag says it’s still got all the stats of real armor.”

“At least the sword’s cool,” Applejack said as she plucked a massive greatsword from out of the chest and lofted it onto her shoulder. “Barely feels like it weighs anythin’.”

“That’s because it’s foam,” Rainbow said, poking one of the two daggers that she’d found in hers to the point where it bent slightly, wobbling back to normal when she released the pressure.

“We don’t want anypony to get hurt,” Fluttershy said as she opened her own chest. “Oh… oh my…”

“What is it, dear?” Rarity asked, turning to her.

Fluttershy blushed a deep crimson. “Leafweave armor?”

Rarity quirked an eyebrow. “Sounds druidic to me. What’s the problem?”

Fluttershy squeaked as she lifted three small leaves out of the chest, with what appeared to be single-ply silk threads forming the straps.

Rainbow fell on the floor laughing.

Rarity frowned. “And yet somehow, it still has more hit points than mine…”

Once they’d all changed and gathered their equipment, the group set off down the tunnel.

“Look alive, girls,” Applejack said as she swung her lantern from side to side. “Who knows what Trixie’s got in store for us?”

“Bellatrix,” Rarity said.

“What?” Applejack stopped and turned to look at Rarity.

Rarity rolled her eyes. “Didn’t you pay attention, Applejewel? The evil sorceress is named Bellatrix.”

Applejack paused. “Oh. Right. Guess we should stay in character, huh?”

“It enhances the game,” Rarity said, flicking her tail playfully across Applejack’s snout. “Now come, dear, we have a princess to save.”

The first few minutes of walking went by with only ambient noise and darkness to greet them. As the walked further, flowing water could be heard further down the tunnel; It wasn't long from there until they came upon the entrance to a wider chamber.

“Oh my,” Rarity whispered as she looked into the opening.

The rocky walls were dotted with large, shimmering white stones which seemed to create their own light. While not enough to light every inch of the room, it was enough to see a large tunnel on the opposite side of an underground stream, the surface of which gently flowed, reflecting the light of the stones in beautiful, spectral patterns. A series of rocks jutted out from the water, forming a path across to the other side. They looked a little bit far apart, but nothing that couldn’t be solved with a hop, a skip and a jump.

“It’s beautiful,” Fluttershy cooed as she approached the water.

“I guess there’s only one way to go,” Rainbow said, stepping towards the stones. “Do you think–”

A high-pitched screeching pierced the air. Looking up, Rainbow saw a group of tiny, saucer-shaped creatures flitting about in the darkness above, their shadows briefly blocking the glow of the stones as they circled lower.

The hairs on the back of her neck stood on end as she realized what they were.

“Get down!” Applejack called out, “Back in the tunnel! Back in the tunnel!”

“What in Equestria are those things!?” Rarity screamed, only a few feet from the entrance back into the tunnel.

Just as she was about to cross the threshold, a slab of rock crashed down in front of her, blocking it off.

Rainbow snarled as she brandished her knives and flawlessly twirled them across her fingers.

The creatures swooped lower, now about halfway from the ceiling to the ground.

“Okay, across the water! Move, move!” Applejack roared, lifting her greatsword and swinging it at the air. “Rarity, you first!”

“My name is Crystal Weave, and I’ll thank you to–”

“NOT NOW, RARITY!”

Rarity harrumphed and turned towards the rocks, getting a running start and leaping to the first one. A series of screams sounded behind her. She turned her head to see her friends forming a circle, back to back, as the creatures swooped lower, thick wet splotching sounds echoing off the ground as white blobs of goo rained down around them.

Rarity felt her stomach seize up. She couldn’t abandon her friends, she had to–

“GO, RARITY!” Applejack roared.

Rarity gritted her teeth and swore under her breath. Turning away, she jumped to the next rock.

“Pinkie, you’re next! Go!”

Rarity took a deep breath and jumped to the final rock. One more would land her safely on the other side.

“Rainbow, you’re up!”

Rarity looked at the water before her. This gap was a little wider than the others had been, and…

A shadow moved across the bottom of the stream. She almost thought she imagined it, but almost immediately she saw it again.

“There’s something in the water!” she shouted back to Applejack.

“Then don’t touch it! Now JUMP!”

Rarity snarled and jumped with all her might, landing softly on the other side.

Thwip! Thwip! Thwip! Rarity felt three wet, sticky blobs hit her back as she landed, and causing her to tumble face first into the ground. “Oof!”

“Fluttershy! Go!” Applejack shouted over the din of screeches, swinging her sword as the creatures swooped directly past her.

Rarity reached an arm behind her back. There was an audible hiss, like liquid rainbow melting through–

“Oh, disgusting! What sort of foul creatures are these!?” Rarity wretched, wiping the goo off her back. It stuck to her hand in thick white blobs, and the smell was enough to turn her stomach. Wiping her hand on the floor, she got most of it off, and pushed herself up onto her knees.

“Fluttershy, GO ALREADY!”

“I can't!”

Rarity blinked as she looked at the floor, where her bra remained. The goo had eaten right through the straps. Her eyes widened.

“FINE,” Applejack roared. Rarity turned to see Applejack winding up her arm and throwing her sword across the stream. With a metallic Shink! it embedded itself in the rock on the far side.

Applejack grabbed Fluttershy around the hips and threw her over he shoulder. “Hold on tight!”

The creatures swooped down on them again, this time targeting Rarity, Pinkie, and Rainbow. More splotches echoed around them, but Rarity managed to dodge out of the way this time.

“Crystal, behind you!”

Rarity turned her head.

One of them had broken off from the pack, and was divebombing straight for her. With a shriek she threw up her hands, catching it by its sides before it collided with her. Finally getting a good look at the creature, she couldn’t believe her eyes. It was about a foot in diameter, six bony protrusions sticking out from its central mass with webbing between them forming wings of a sort, a small, dangling tail trailing behind it. For a moment Rarity thought that was the source of the goo, until she saw the creature’s underside as it struggled against her.

A large, thick, curved phallus stuck out below its central mass, throbbing violently as she pushed against the creature. Small spurts of the goo fired out of it, most of it simply hitting the floor, but a few of the globs sprayed across her chest and stomach. Despite its relatively small size, she could barely hold it back.

“HYAH!” Rainbow shouted, burying her dagger in the creature’s back. It squealed loudly, like a wounded animal. Blood trailed off Rainbow’s dagger, as the creature took off away from Rarity, spiraling off until it splashed into the stream.

Rarity panted furiously. “Rainbow… Thank you,” she whispered.

The stream began to flow faster.

Rainbow winked. “Anytime, Madame Crystal.”

Rarity smiled and looked back to the rocks. Applejack and Fluttershy had reached the last one, and the creatures had started flying upwards again.

Hissssss. Rarity looked down and gasped. One of the globs that had hit her stomach had trailed down, connecting with the strap on the right side of her thong.

It had eaten right through.

“Ready ‘Shy? Here we go!” Applejack shouted, leaping into the air.

Rarity fumbled with the broken strap, but it was no use; There wasn’t quite enough fabric left to tie it off, which meant it simply hung limply from her left hip, barely managing to provide any modesty. Not that it provided much to begin with, but…

“AAKH!”

Rarity looked up just in time to see Applejack’s flight path veer sharply downward, what appeared to be a suction cupped tentacle wrapped around her ankle. She came up just short of the stream bank, smashing into it stomach first and quickly sliding backwards toward the water. Fluttershy screamed as she tumbled off Applejack’s back and plunged into the water with a splash.

“‘SHY!” Applejack cried, looking around panicked.

“She fell in!” Rainbow shouted, looking into the water. “Gimme a hand, Peach!”

“Fluttershy!” Applejack shouted back at the water as Rainbow and Pinkie grabbed her arms and pulled her up onto the bank. “Fluttershy, can you hear me!?”

“That’s it, I’m goin’ in!” Rainbow snarled.

Another piercing screech filled the air, and the four ponies on the back looked up to see the creatures descending again, heading straight for them.

It took Fluttershy several seconds before she was able to realize what had happened. Applejack didn’t make the jump, because she’d weighed her down. If she’d just jumped across like the others, they would have all made it safely, but no. She didn’t. As always, she’d messed things up.

In her shock she hadn’t inhaled before going under the water, and the lack of oxygen already made her lungs burn. Moving frantically, she flapped and paddled upwards. The water was only a few feet above her, now one foot, now a couple inches–

Fluttershy felt something slimy wrap around her stomach and pull her back downwards. She reached out but had nothing to hold on to. Turning her head and opening her eyes, she saw a massive octopus sitting at the bottom of the stream.

She would have screamed if she could afford the air. She grabbed onto the tentacle around her waist and tried to pull it off, able to gain herself a few inches of space around her waist. She only needed one or two more and she could slide her hips out of its clutches.

Just as she thought she’d be able to do it, Fluttershy felt two more tentacles grab her wrists. She tried to fight back, but while she might have been able to overpower one of the beasts appendages, three working in tandem was too much. It pulled her arms out to the sides, and she let them go limp, realizing the futility in further struggle.

Her lungs screamed at her. If she’d just taken one breath, maybe…

Two more tentacles wrapped around her ankles, and Fluttershy let them pull her legs away from each other. She couldn’t afford to waste more air on an unwinnable battle. She needed something else.

The soft suction on her skin made her squirm, each individual cup on the octopus’ tentacle stroking in just different enough a direction from the one next to it that it felt completely alien to her.

The next thing Fluttershy felt was water rushing by her; She broke the surface and greedily sucked in all the air she could.

“Fluttershy!” Applejack cried out from somewhere behind her, but she couldn’t turn her head far enough to look. She could already feel the last three tentacles slithering across her skin, wrapping around the silk strands holding her bra in place and pulling them taut. She winced as her breasts compressed slightly, but it only lasted a moment before the heard the silk snapping, the leaves falling off her areolae and floating down into the churning waters below. A moment later her thong followed suit.

Fluttershy panted. It was all she could do. She tried to move, to struggle, but the monster had her completely spread-eagled, and even without the resulting leverage giving it the advantage, it was far stronger than she was to begin with. She could feel the suckers sliding across her rib cage, slowly making their way upwards, and her mind was caught between dread and excitement for what was to come.

Applejack swung her greatsword with all her might, slicing one of the flying creatures clean in half, a fine mist of its blood washing over her. She spat on the ground and turned toward the rocks. “We’re comin’ ‘Shy, just hang on!” She looked at her friend suspended over the water and gritted her teeth. “Just give us a moment, we’ll be right there!”

Fluttershy trembled as the octopod's suckers tugged across her naked skin, pulling and releasing with each subtle motion as they made it to her breasts. She could barely control her breathing as the pads at the tips of the tentacles slithered again to more fully cover her, the tiny vacuum pockets produced by the wet suckers overpowering her flesh with sensation.

"Please, no," she gasped out with what little breath she had, tugging her limbs in all four directions to no avail; She was completely helpless, completely at this monster's mercy–

"Ah~!" Fluttershy moaned as she felt her nipples slide into the suckers, the maddening contraction and expansion going into effect immediately. She'd never felt anything like this before. Every gentle tug and pull felt like a supernova of tactile bliss exploding directly into her body. She bit her lip as she tried to hold back any more sound, but it was no use; Fresh whimpers squeaked out of her mouth with every devastating tense and release.

"Leaf Breeze! Breeze, I’m coming!" Rainbow's voice barely cut through the haze of lust overtaking Fluttershy's mind.

"Rainbow, I'm– I'm–" A beleaguered whimper interruped her as a particularly cruel pang of pleasure spiked through her spine, "I’m– AH~~~!" Fluttershy's thought was eradicated from her mind as she felt a new set of suckers sliding up her inner thigh, the muscle tensing unconciously as the tentacle slid higher. She felt the bumpy grip sliding over her already soaked folds and screamed as one of the ridges tweaked her clitoris.

The effect was instantaneous; Her clit popped into place inside the sucker and her entire body exploded in ecstasy, obliterating any trace of thought she had; She rocked her hips in time with the contractions, the suction providing a pleasure she could never have fathomed being real.

When her convulsions subsided, Fluttershy closed her eyes and took as deep a breath as she could. She could still do this. Her friends were coming for her, she just had to hold on. She moaned as the suckers pulled taut again, wishing there was just some way she could get a moment of reprieve; Just one moment, and she’d be able to manage.

“Crystal,” Rainbow grunted as she buried her knife in another one of the flying creatures, “Don’t you have a spell that can help?”

Rarity panted as she dodged out of the path of another one, setting her feet and nodding. “Yes, uh, I’ve got just the thing!” She lit her horn with a cerulean glow and set her sights on Fluttershy. A brilliant flash surrounded her friend, a translucent chastity belt left in its wake, displacing the tentacle to the other side. The magic produced a low thrumming sound as the tentacle pushed against it, unable to penetrate its force.

Fluttershy sighed in relief as she felt her clit pop out of the sucker, a final twinge of pleasure shooting through her legs before ceasing. She let her neck hang back, thankful for the respite. The monster still groped her tits, but at least she could form a coherent thought for the moment.

Rainbow scowled. “I was hoping for, like, a fireball, or something, but I guess that’s something.”

“I’m Level One!” Rarity protested, smashing her mace into one of the creatures and sending it tumbling into the stream. “I’m sorry if that’s not good enough for you, Spectrum Slash.”

“How long does your spell last, Crystal Weave?” Pinkie asked from behind her.

“I don’t know, a couple rounds!” Rarity furrowed her brow as she tried to remember the spell description. “I think it depends on caster level?”

“Oh good, so it’s the weakest possible version of the spell!” Rainbow yelled.

Rarity gave her a dirty look. “At least I’m contributing!”

“Not the time to argue!” Applejack shouted. “We need to find a way to–”

Thwip thwip thwip! A series of long, white strands rained down on the group. Applejack tried to dodge out of the way, but one of them connected with her legs as she hit the ground. She tried to stand back up, only to realize that the strand possessed much higher tensile strength than expected; Her ankles were pinned together. “Oh, by Luna’s twice–blessed teats!” Applejack looked around at her friends and saw that they had been hit too. Rainbow’s arms had been tied to her sides, and Pinkie’s foot had been pinned to the floor, but Rarity’d taken the worst of it; Three strands criss-crossed her torso, pinning her to the wall.

Applejack looked up to see the creatures circling again, preparing for another pass. Another few rounds of this and they’d all be pinned. Swearing under her breath, she looked back to Fluttershy. The yellow mare had scrunched up her face, whimpering softly as the tentacles continued their ministrations on her breasts.

Applejack closed her eyes and took a deep breath.

“We need to go.”

“What!? What about Leaf Breeze?” Pinkie asked incredulously.

“We can run now, or we can TPK right here, right now,” Applejack said calmly, keeping an eye on the creatures swirling above.

“We can’t just leave her,” Rainbow said, slicing through her restraints with her dagger.

Applejack furrowed her brow. “I’m not any happier about it than you are, but if we all get caught, then it’s all over! We have to run!”

Rainbow glanced upwards, then to Fluttershy, and swore under her breath. “Breeze… I’m sorry,” she muttered as she sliced through the strands restraining her friends.

Rarity panted as she came off the wall, picking her mace back up from where it had fallen. “Are we… are we really doing this?”

The four friends shared a deflated look. Applejack nodded. “It’s the only choice… Come on,” she said as she pushed her friends toward the tunnel.

Fluttershy opened her eyes again, looking to the empty stream bank just in time to see a large rock sliding into place over the tunnel’s entrance.

Her heartbeat quickened as her stomach sank. Her breasts felt like jello under the monster’s ministrations, every groping slide across them driving her absolutely mad.

They’d left her. Left her at the mercy of this monster.

The thrumming began to fade. Fluttershy swallowed hard, and a moment later she felt the octopod’s suckers connecting again with her folds as tiny rivulets of excitement trickled down her thigh. She squirmed, but it was no use; It took only a few contractions before one of the suckers recaptured her clitoris.

Fluttershy gritted her teeth and exhaled as she felt a new surge of pleasure flood through her abdomen, snapping her neck back in shock and ecstasy. The tentacles pulled her arms and legs taut. She shook violently, finally falling limp in its hold and panting furiously.

She couldn't just give up. She could still save herself, if she was just stronger...

The sucker pulled on her clit and nipples again, and Fluttershy bit her lip hard enough to taste blood. Summoning all the strength she had, she pulled her limbs toward her, succeeding in budging the beasts' appendages a few inches before the suckers pulled taut and she felt her captor overpower her. She took a deep breath in through her nose as she scrunched her eyes together and thought.

Her friends abandoned her. That was what she kept coming back to. "Aaaaaaahe~!" Fluttershy squealed at a fresh tug on her nub, the nerves in her brain firing and misfiring and firing again, unable to keep up with the flood of signals they received.

Maybe... maybe they were right to do so, she thought as the rhythmic sucking melted her resolve. I'm a pretty terrible adventurer...

Another tug, another squeal.

It's my fault I got caught anyway, she thought. They'll have a better chance of saving Twilight without me...

Another tug, another squeal.

And maybe... If they do make it, and they have the time... they can save me too.

Tug, squeal.

But if not, Fluttershy thought, her body wracked in delicious agony, if not, and I have to spend the rest of my life feeling like this...

Tug, squeal.

Maybe... just maybe...

Fluttershy shuddered as her eyes lost focus and dilated, every inch of her body completely numb to anything but the pleasure emanating from her core.

...I could be okay with that.

Trixie sat on her throne, watching the heroines walk solemnly down the tunnel in a small crystal ball. She grinned with satisfaction.

Standing up, she walked behind the throne and looked at the six crosses behind it; All the way on the left, Twilight Sparkle fidgeted helplessly as the tentacles and tongues stroked her inside and out; She savored every little squeal and moan Twilight gave her.

On the next cross to the right, the newest addition to her collection, Fluttershy hung supported by the suction cupped tentacles of an octopod, one covering each breast, and one snug in between her legs. The tentacles breathed slowly in and out, and Trixie could only imagine the pleasure she must have been experiencing. Her face was entirely flushed, her tongue lolling out of her mouth and her eyes huge and empty.

Trixie ran her finger along the gentle curvature of where Fluttershy’s breast met her ribcage. She was a pretty mare, her long, pink hair falling in front of half her face. She was remarkably adorable, too, if only because of her shyness.

Fluttershy squeaked at the touch. Trixie smiled.

Yes… corrupting this one was going to be fun.

Chapter Three:In Which Initials Are Discussed

Pinkie scrunched up her lips and looked at her friends. They all avoided eye contact. In fact, they’d been avoiding eye contact for a while now, and not saying anything either. And by a while, Pinkie meant like, at least three minutes. That was a long time not to say anything. Sometimes Pinkie would try not to say anything for one minute as a personal challenge, just to see if she could, and she’d routinely failed that.

“So do you think Fluttershy’s like, hella coming right now?”

“Pinkie!” Rarity scolded her. “For one thing, it is crass to talk about her in that way. For two, stay in character.”

Pinkie giggled. “Sorry.”

“... But yes, she probably is,” Rarity whispered.

Rainbow chuckled. “Speaking of staying in character,” she said as she pulled out of her daggers, “These things seemed pretty sharp for foam, huh?”

“Must be part a’ the spell, I reckon,” Applejack said with a nod.

“Speaking of staying in character, let’s try to, yes?” Rarity said with a glare.

Applejack smirked. “Well excuuuuuuse us, Princess.”

“I am not a Princess, I am trying to save one. Now then, let this be the end of it.”

“Fine,” the others groused.

“So, Crystal Weave,” Rainbow whistled idly as she sauntered up alongside Rarity, “I can’t help but notice you’re showing a little bit more skin than you were previously.”

Rarity blushed and folded her arms in front of her chest. “Don’t be a pig, Spectrum.”

“Just sayin’,” Rainbow waggled her tongue at Rarity, who ‘harrumph’ed and turned away.

Applejack frowned. “Stay focused, girls. We walked into a trap in that last one, and we lost Flut – er, I mean – Leaf Breeze for it. If we’re gonna save, er… Amethyst Star? We’ve gotta be better prepared for what’s next.”

Rainbow shrugged. “She woulda been fine if she’d just jumped across. It’s her own fault, if ya ask me.”

Applejack cast her gaze to the ground. Or if I’d just made that jump…

“It don’t matter whose fault it was,” Applejack shook her head. “There’s no reason for that kinda foolishness.”

“I think I see something,” Pinkie said, stopping ahead of the group.

Applejack looked up and squinted, seeing a small light in the distance. “Okay,” she said slowly, “let’s check it out, but be careful.”

The group slowly moved forward until they came to a metal door, a bright light shining through a hole near the top. Applejack pulled on the handle, but it didn’t budge. Frowning, she put her foot against the wall and pulled harder, to no avail.

“I think it’s locked,” she said.

“I got it covered,” Rainbow said as she cracked her knuckles.

“You think you can open it if I couldn’t?” Applejack asked, quirking an eyebrow.

Rainbow rolled her eyes. “I’m a rogue, remember? I’m gonna pick it.”

“Oh… Right.”

Rainbow knelt before the keyhole and pulled a pair of lockpicks from out of her waist band, immediately setting to work.

A distant scrabbling echoed down the corridor, causing the hair of the back of Rarity’s neck to stand on end. “What was that?” She whispered, peering into the darkness behind them.

Applejack put her hand on her sword and set her feet. “How long’s it gonna take ya to get that door open, Spectrum?”

Rainbow frowned at the lock. “Uh, it seems kinda complicated… A minute or two?”

“Okay. Crystal, Peach, hold your ground. Protect Spectrum while she gets the lock open. Soon as she does, we bolt. Got it?”

Pinkie and Rarity nodded.

The scrabbling grew louder with each passing second. Applejack could feel the sweat beading on her brow as she stared into the darkness, looking for any trace of movement.

A dark figure passed through the light shining out from behind them, and Applejack swung her sword. A high pitched, unnatural shriek emanated around the group, concluding as a large red insect fell to the ground in front of them, jerking about the floor. It looked like something halfway between a lobster and a scorpion with six bony legs, two long, rounded appendages coming off the sides of its face, and a barbed tail.

Applejack gritted her teeth. “Any progress there, Spec?”

“I’m trying,” Rainbow snarled back. “Don’t rush me!”

“Uh, maybe this isn’t the best time for you two to argue?” Pinkie said shakily. “Here they come!”

All at once five – no, six – of the creatures descended upon them, skittering and screeching, beady red eyes glowing against the glare. Applejack swung again, this time digging her blade into the rocky ground in front of her. Before she could raise her blade to attack again her target slipped around her side, and Applejack felt all six of its bony legs latch on to her torso. “Hey!”

Rarity swung her mace at the creature on Applejack’s back, a sharp Clang! echoing around them as it bounced off its carapace. Before she knew what had happened, she was flat on her back, two of the monsters having bowled her over. One pressed down upon her knees with its tentacles, barbed tail looming dangerously above her, while the other stood on her shoulders and elbows, pinning them down. Rarity’s eyes narrowed. Gripping the handle of her mace, she swung it upward hard as she could, driving one of the spikes directly into the monster’s left eye. It squealed in agony, jumping away from her and skittering back into the darkness.

Snikt! The other creature’s barbed tail snapped downward, slicing the remaining strap of Rarity’s thong, and snatching the remnants of the garment away.

Pinkie held her scimitar in front of her, carefully staring down the three lobster-scorpion-whatevers slowly approaching her. With a deafening screech one leaped forward. Pinkie maneuvered the point of her sword into its path, letting its own momentum impale itself on the curved blade. It sputtered and squealed before falling limp.

Snikt! Snikt! Two lightning quick barbs snapped forward, tearing open the front of her bra. Pinkie staggered back a few paces as the pleather fell away from her breasts, landing softly on the ground.

“Any day now, Spectrum!” Applejack grunted, slamming her back into the wall, feeling a satisfying crack behind her. She could feel the crustacean’s tentacles fiddling with the buckle on the back of her bikini. Her entire pelvis vibrated each time its tail struck against her thong, tiny chips of metal breaking off with each connection.

“Hold on, just… Just buy me more time!” Rainbow wiped the glistening sweat off her brow. Four tumblers… First and third are easy, but the second one keeps dropping when I lift the fourth…

Applejack slammed her back into the wall again, this time feeling the monster’s shell split wide open, its limbs going limp and sliding off her back.

Rarity gritted her teeth as she wrestled with the creature looming over her, pushing back against its tentacles as it screeched at her. Suddenly it raised its tail and the barbed end folded back, revealing an erect, slime-covered phallus. Rarity’s eyes widened.

“Spectrum, dear, if you wouldn’t mind, OPEN THE DOOR!”

In a flash the monster snapped its tail down, rubbing its phallus against Rarity’s abdomen. She winced as she felt the hard length rubbing against her, adjusting its positioning. She shifted her weight, but it was able to stay on top of her no matter which way she moved. Panicking, she reached one hand between her legs and covered her vagina. Sensing an opening, the creature’s newly free tentacle immediately pressed itself against her right breast, pushing across the soft, yielding flesh and leaving behind a sticky layer of slime.

Rarity sucked in air through her teeth as her nipple stiffened against her will. Being manipulated like this, by a creature this disgusting, was pitiful. And yet, the disgust she felt only seemed to feed into her excitement more. How easy it would be separate her fingers and let it inside, to feel that monstrous phallus inside her…

That wasn’t the point though. If that beast wanted to enter her, it had to best her first. Rarity took a deep breath and grit her teeth, doing her best to ignore the pleasure sparking through her torso.

“Got it!” Rainbow shouted, throwing the door open before whirling around with daggers drawn, deftly embedding one between the eyes of the creature struggling with Rarity. It screeched in agony, rolling off of her and curling into a ball before lying still.

The remaining creatures hissed and squealed at them, slowly backing away from the light as their tails snapped menacingly to and fro.

The heroines panted as they regained their breath.

“That’s it?” Applejack asked aloud, lowering her sword and looking at her friends. “They just gave up?”

“If they’d given up,” Pinkie said, tapping her finger to her chin, “wouldn’t that skittering sound be getting quieter, instead of louder?”

Applejack blinked.  Pinkie was right, it was getting louder. “THROUGH THE DOOR!”

The girls rushed through the door, Applejack slamming it behind her right before a series of bodies rapidly slammed into it. She could hear hundreds of tiny claws scrabbling about, scratching against the door. Applejack held her breath as she listened until the skittering receded away from the door.

“That was close,” she said with a sigh.

Turning her attention to the room in front of them, Applejack shielded her eyes. The bright light they had seen through the door seemed to be emanating outward from a raised podium at the center of the room.

“Oh my,” Rarity said softly as she approached the podium. “Look at this!”

Her vision having adjusted to the light, Applejack walked toward the podium and saw Rarity picking a piece of fabric off it.

“It’s beautiful,” she said quietly, holding it aloft for her friends to see. It was a gorgeous white silk corset studded with rubies, and matching thong. The light dimmed when she lifted it from the podium.

Rainbow frowned. “Doesn’t look that special.”

“Surely you jest?” Rarity gawked at her friend. “Why, this is some of the finest silk I’ve ever seen, and these gems! They must be at least three carats! I’d need my appraisal tools to know for sure, but–”

“Great, so you found some new underwear,” Applejack cut in. “Good thing, since you’ve been walkin’ ‘round all exposed for a while.” Rarity blushed.

Pinkie giggled.

Rarity turned to her and frowned. “Oh… Do you want the corset, Peach Cobbler? Since you lost your top, I mean, perhaps it is best we divide the spoils?”

Pinkie shook her head. “Nah. I’m comfortable with my body.”

Rarity nodded. “If you are sure.” Slowly she slipped the thong on, feeling better immediately. “Would you mind lacing me up, dear?”

Pinkie nodded.

“So, where do we go from here, fearless leader?” Rainbow asked, nudging Applejack’s side with her elbow.

“What? I’m not the leader,” Applejack said.

“You kinda are,” Pinkie said as she fiddled with the lace of the corset. “You’ve been acting like it the whole time, at least.”

Applejack blinked. “Oh. Well… I guess we…” Applejack surveyed the rest of the room. There were two entrances leading out of this chamber, each equally dark. With no visible differences between the two and no bearing to guide them, she shrugged. “... I guess we go right?”

Rainbow nodded. “Sounds like a plan.”

With Rarity laced up, the group proceeded down the tunnel until they came to another cavern. This one was mostly empty aside from the ubiquitous white crystals lighting the way, the curved, stony walls forming a dome high above them. Off to the side of the room there Applejack saw a small pool of still water, thankfully nowhere near large enough to house another of the monsters that had captured Fluttershy.

“Careful,” Applejack said quietly. “there’s probably somethin’ waitin’ for us.”

Rainbow picked up a small stone lying by the entrance and tossed it into the middle of the room, the impact echoing around the room. “Looks empty to me. Nothing on the ceiling.”

“It wouldn’t be much of an ambush if the ambusher just hung out in plain sight, Spectrum.” Applejack frowned.

“Honestly, AJ, you worry too much.”

“Applejewel,” Applejack said. “Stay in character, remember?”

“Duh?” Rainbow snickered as she walked into the room. “And Applejewel’s initials are…”

Applejack blinked. “... Oh. Right.”

Pinkie giggled. “You didn’t do that on purpose?”

Applejack blushed. “O’course I did! I just… forgot, is all.”

Rainbow rolled her eyes. “Whatever. You girls coming or–”

A deafening screech split the air as a shower of rocks exploded out of the ground, propelled by a writhing mass of flesh and tentacles. Before Rainbow could react she was up in the air, her arms and legs held tightly by its slimy appendages. “Oh, come on!”

“I told you it was a trap,” Applejack snarled, brandishing her greatsword and charging forward. “But no, you never listen!”

Rainbow grunted as she pulled against the tentacles, shifting her weight back and forth. She was at least ten feet in the air, but she’d managed to remain mostly upright in her rapid ascent, and apart from some slight dizziness, was still firmly in control of the situation. “Less scoldy, more slicey!”

Applejack grunted as she leveled her blade at the beast, slicing clean through the tentacle restraining Rainbow’s right arm. The monster hissed violently, a spare appendage slamming into Applejack and tossing her back several yards until she landed with a sickening Splorch!

Applejack shook her head as her senses caught up with her body. Rather than sinking quickly, she’d all but stopped the moment she’d hit the water. Looking down she saw a distinct green tint, and it was much thicker than she’d previously noticed. With a gasp she realized it seemed to be sentient, flowing around her and sucking her further under. Whatever this was, it was not water.

“Applejewel!” Rarity called, rushing toward her. “Are you okay?”

“I’ll be fine,” Applejack shouted. Gritting her teeth she struggled against the green ooze flowing all around her; It was like trying to move through mud, or quicksand. Her muscles burned with exertion. She could see her armor dissolving off her body within the slime. “Help Spectrum first!”

Rarity and Pinkie glanced between them before nodding, dashing over to Rainbow and hacking at the tentacles holding her. Applejack grunted softly as she watched them go. If she could free one of her arms, she could still reach her sword where it had fallen. She wasn’t sure how much good a sword would do against an ooze monster, but at least it would give her an option to try.

Her train of thought was interrupted when she saw a number of tiny bubbles within the slime converging in front of her face, forming into a cylindrical shape. They turned a darker shade, hardening into a stone. Applejack’s eyes widened as a pseudopod shot out of the slime and slammed into her open mouth. She felt tiny drops of the ooze burn their way down her throat, not unlike the familiar feeling of strong whiskey. She coughed briefly before she felt the stone flowing into her mouth. She tried to press her lips together and force it out with her tongue, but it was too strong, pushing her jaw open and settling at the back of her throat, bobbing in and out of her mouth slowly.

She closed her eyes and took a deep breath in through her nose. Setting one hand against the floor, she pushed with all the strength she had left, reaching toward the hilt of her sword. If she could just get her arm out of the slime…

Her fingers broke the surface. Applejack narrowed her eyes, pushing further. Her hand was free, now her forearm. She could feel her strength fading rapidly, but she only needed a few more inches…

A pseudopod shot out of the slime, wrapping around her arm. Applejack groaned around the phallus in her mouth as she watched it drag her hand back under the surface. At the same time, her sword began to flow slowly away from her. She took a series of deep breaths in through her nose. She couldn’t give up yet.

Rainbow grunted as she pulled one of her daggers off her belt with her free hand, slicing at the tentacle holding her other wrist. She drew blood, but not enough to sever it. She pulled her hand back to try again, but three more tentacles shot up, grabbing her arm and twisting it behind her back. She snarled through the pain, her dagger falling out of her hand and embedding itself in the rock below.

“We’re coming Slashie, just hang on!” Pinkie said quickly as she struck at the base of the beast’s tentacles with her scimitar. It howled with rage, a tentacle whirling down to retaliate. Pinkie jumped out of the way just in time.

Applejack panted as the last of her armor began to melt away. She could already feel it sliding across the flesh of her breasts, the hypnotic rhythm firing tiny electric sparks through her torso as it did.Her limbs were slowly going numb. It felt like the ooze secreted a contact anesthetic, disabling her ability to fight back. She pushed against it as hard as she could, but every time it seemed like she made any progress, a pseudopod simply expanded outward to recapture whatever limb had gotten away and pull it back inside.

Rainbow squeaked in surprise as the monster turned her upside down, kicking and punching against the air in an effort to maintain control. More tentacles shot up to restrain her limbs, faster than Pinkie and Rarity could chop them down. She could feel her muscles growing tired already, and with more forces pulling against her by the moment, she didn’t know how long she’d be able to fend off its advances. As if to punctuate that fear, she felt the slimy touch of one of the tentacles sliding underneath the strap of her thong, pulling it down around her knees. “You two wanna kill this thing, maybe?” she wailed as it tossed her about in the air.

“Just hang on,” Pinkie shouted up to her. “This is a – Unf! – Tentacle Monster, if we sever enough of its tentacles, it’ll die!”

Rarity glanced sideways at Pinkie as she struck another of the beast’s limbs with her mace. “How do you know that?”

“Bardic Knowledge,” Pinkie giggled.

Applejack watched as her friends battled with the tentacle monster. All she had to do was hang on until they killed it, and they could pull her out of this jam.

The last bits of her bikini peeled off her breasts and dissolved into the ooze. Applejack immediately felt the ooze gathering around her nipples, softly stroking her areolae, inviting her teats to harden against her will. The wealth of sensation proved too strong for her subconscious mind to resist.

Just gotta hold on… she thought as she watched Rainbow dangling above the ground. A muffled moan escaped around the hardened phallus, too quiet to catch her friends’ attention.

Rainbow started to feel panic set in as a fourth tentacle wrapped around each of her ankles, pulling her legs apart from each other until one of the straps on her thong snapped, the remaining piece of pleather catching on her heel and dangling off her foot. It took only a moment for a new tentacle to rise up from the mass, stroking her inner thighs and roughly flicking across her folds. She sucked in air through her teeth, willing herself not to get wet. Pinkie and Rarity had it under control. All she had to do was stay calm, cool, and collected.

Another stroke across her folds sent a pleasurable shiver down Rainbow’s spine.

Applejack gulped as she watched the final remnants of her thong cracked and dissipated. Tiny electric tingles fired throughout her pelvis as the ooze connected with her clit and folds, gently pressing her lips apart. She knew what was coming next; In a moment a hardened phallus appeared between her legs, slowly flowing towards her vagina. She took a deep breath to prepare herself, coughing violently against the sticky slime burning down her throat.

The head of the phallus breached her veil. Applejack bit down on the one in her mouth to suppress her squeals. She couldn’t distract her friends; It was more important they rescue Rainbow. Applejack was tough, she could hold on until then.

As the shaft pressed deeper inside her, Applejack shuddered. She could feel its bulk stroking her insides, the ooze providing it smooth passage into her body. It pressed itself in to the hilt before slowly receding, her folds gripping it the whole way. Her breathing steadily increased in pace as her face flushed.

The second thrust came faster than the first, and the third faster than that. Soon it was thrusting in and out of her multiple times every second, slamming its base against her pelvis with every motion. Applejack squeaked and moaned, muffled by the phallus in her mouth. Between waves of rapture she could feel her body being moved toward the wall.

A piercing yell split the air. Applejack glanced up shakily to see the beasts’ tentacle entering Rainbow, the mare throwing her weight this way and that in a feeble attempt to escape. Come on RD, ya can do it, I know ya can, she thought as the slime began carrying her up the wall.

Rainbow’s panting intensified. Opening one eye, she scanned the rapidly shaking room until she spotted Applejack slowly drifting up the wall. Her eyes widened. “It’s – Anh~! – taking AJ,” she breathed out.

Pinkie turned to look back at her friend, lowering her guard for just a moment.

That was all it took. A tentacle wrapped around her waist, hoisting her into the air next to Rainbow, two more tentacles swirling around her exposed breasts and stroking nipples. Pinkie screamed as she wriggled, lashing out with her scimitar but connecting only with air.

Applejack sucked in air as she felt her vaginal walls contracting around the phallus, fireworks deafening her mind to everything but unbridled bliss, numb to any sensation but the ooze’s steady thrusts and tingling ministrations. Her cries fell back within her throat, muffled by the rock burying itself in her throat. She arched her back as the waves of warmth flowed washed over her body, mirroring the ebb and flow of the slime surrounding her.

When her orgasm subsided, she screwed her eyes shut and took a deep breath in through her nose. She hadn’t felt that good in what seemed like ages, and she could already feel the next one coming on. Peeking one eye open, she watched as Rainbow flailed through the air, tentacles pushing her bra up over her breasts and swiping at her exposed skin. Pinkie fared no better, her face rapidly reddening as the slimy appendages massaged her tits in relentless motions, only waiting until they could remove her thong to reduce her to a gibbering mess as well.

Rarity, still on the ground, swung out with all her might, connecting with one of the tentacles holding Rainbow. A feral screech echoed throughout the cavern. Applejack felt another set of contractions begin, her senses leaving her. She rocked her hips subconsciously, letting the phallus guide her through the throes of orgasm. When her mind returned to her, she saw Rainbow and Pinkie down on the ground a good ten feet below her, the massive beast now lying still.

Ten feet. Applejack’s eyes widened. The ooze flowed more quickly now, carrying her up the wall. Glancing up, she saw there was a hole above her, leading who knew where, that must have been the ooze’s destination.

Her friends shouted something below her as they ran towards her, but it was too late. She looked at them softly and shook her head. I’ll be alright, she though. Just… just find Twilight.

Rainbow ran forward and jumped, grabbing onto the wall and climbing after her. She reached up and grabbed at her ankle, but a pseudopod shot out and captured her hand, keeping it still as the rest of the ooze climbed further up the wall. Rainbow’s eyes widened as she pulled against it. Applejack shook her head as much as she could, trying to warn Rainbow not to try and follow before more contractions flooded her mind with sensation.

As her senses returned, she saw Rainbow lying on the floor, propping herself up on her elbows. Pinkie and Rarity stared up at Applejack, eyes dark and full of fear. Applejack nodded softly.

Find Twilight.

The ooze reached the hole, and Applejack felt her limbs folding down to her sides as it carried her with it. Through the ever shrinking window she could see her friends running to the door on the opposite side of the room, sparing her one last glance.

I’ll be alright, she thought, her heartbeat quickening further, an uneasy mix of excitement and anxiety vying for control of her mind.

She didn’t have time to figure it out as the next set of contractions began.

Trixie grinned with satisfaction as she surveyed her trophies. Applejack had now joined her friends, occupying the third cross from the left. Thick globs of green goo ebbed and flowed around her wrists, breasts and pelvis, tiny globules dripping down to the floor before slowly gathering and sliding back up to rejoin the main mass. Two hardened cylinders of goo flowed within it, one thrusting itself into and out of her vagina, while the other buried itself in her mouth.

Trixie cupped the side of Applejack’s face with her palm, eliciting a breathless shudder from the captive mare. She had been so vigorous, so steadfast in the face of danger, but now? Now she was broken. Docile. Tamed. Content to idly pant and moan as the goo did with her as it pleased, eyes devoid of any thought but absolute rapture.

“Three down,” Trixie mused to herself as she walked back to her throne and sat down.

“... Three to go.”

Chapter Four:Better Towers and Topiary Gardens

Rainbow Dash pulled her thong back on and frowned, leaning against the rocky wall of the tunnel and breathing heavily. She glanced between Rarity, whose brow was tightly knit as she inspected her mace, and Pinkie, who hummed idly to herself as she looked all over all the walls ahead of them.

"I think we're about halfway there," Pinkie said. "If we keep going like this, at least one of us should make it."

Rainbow grit her teeth. "We're all going to make it."

Pinkie giggled. "I doubt it."

Rarity pursed her lips as she looked up from her mace. "Honestly Peach, that is a terrible attitude to have. If we are going to save Princess Amethyst Star, we must remain positive."

Pinkie nodded, looking back to the walls. "Well, we're never going to save her if we just sit around here."

Rainbow pushed herself off the wall and started walking past her friends. "Alright. Let's go."

The three remaining heroines marched on, following the twisting tunnels for what felt like hours; Without the sun to tell them, it became impossible to track the passage of time in this subterranean maze.

Rainbow groaned as they came up on another split in the path. "What now?"

"We should use the rule of rights," Pinkie said suddenly.

"The what?" Rarity asked.

"Usually it's the rule of lefts," Pinkie said, "but since we went right first, we can do it backwards. The point is, if you always turn right any time you have the choice, eventually you'll see everything in the dungeon, barring some really weird construction. That way we won't get lost."

Rarity nodded. "That does sound like a good idea."

"Okay," Rainbow agreed. "Right it is, then."

As they continued down the path, they slowly started to see bits of grass poking out from between the rocks, and long, jagged vines lining the walls.

"Hang on," Rainbow said, drawing her daggers. She quickly sliced through the vines, the greenery falling still to the ground.

"I think they're just vines, Slashie," Pinkie said.

Rainbow squinted into the darkness ahead. "I don't trust anything that could be vaguely interpreted as a dick."

Rarity frowned. "It pays to be careful, but I think Pinkie is right. If we take the time to destroy every vine we come across, we'll never make it to Amethyst Star. I have a spell that can tell the difference between monsters and inert objects, as long as I can see them. Let's just use that."

Rainbow sighed and sheathed her daggers. "Alright, fine. It'd better work, though."

Rarity lit her horn and narrowed her gaze. According to the spell description, anything that was really a monster in disguise would appear with a glittery pink glow for as long as the spell remained in effect.

"How long does this one work for?" Pinkie asked.

"One hour per caster level," Rarity said.

"Alright, if we've only got one hour, we'd better cover as much ground as possible," Rainbow said, taking off at a swift jog. "C'mon!"

Rarity kept her eyes peeled as they ran, seeing nothing but regular foliage the whole way. Finally they came to another opening in the tunnel, approaching with caution.

In the center of a wide open cavern, a stone tower rose from the ground, covered in thick green moss and vines, stretching out of sight. A staircase wound around it, spiraling up into the darkness.  "Oooh," Pinkie said, "I bet that's our destination!"

Rarity frowned. "I think you're right; The vines at the base are alive!"

Rainbow drew her daggers and set her jaw. "Let's do some yard work."

"Oh Slashie," Pinkie swooned in exaggerated fashion, "you're so bad ass."

Rainbow rolled her eyes. "Whatever."

The group moved toward the base of the tower. "Which ones are alive, Crystal?" Rainbow asked.

"Just the ones on the tower itself," Rarity replied.

Rainbow nodded, but still kept an eye on the grounded vines they passed by.

As they reached the base of the tower, the vines started to move about, lifting off the side and looming in front of them. With a feral cry, Rainbow leaped forward, mincing her way through any greenery that dared to strike at her, Pinkie and Rarity following close behind.

"Those flowers are alive too," Rarity warned, pointing out a number of small, closed buds interspersed throughout the vines. "so be careful!"

As Rarity finished speaking, one of the buds in front of them opened, a thick haze of golden spores shooting out and hanging in the air before them. Pinkie grabbed Rainbow's shoulder. "Don't breathe that stuff. It's Aphrodisiac Pollen."

Rainbow smirked as she glanced back at Pinkie. "Bardic Knowledge?"

Pinkie nodded. "If you fail your Fortitude Save, it'll make it really hard to focus, and you'll gain excitement way faster than usual!"

"Okay, hold your breath!" Rainbow shouted before filling her lungs with air.

They pushed forward through the pollen, coming out the other side and breathing heavily.

A series of vines shout toward them, one wrapping around Rainbow's wrist. A quick slash of her dagger severed it. "So what, we just keep going until we reach the top?"

"I think so," Pinkie said.

The vines struck in rapid succession, barely held at bey by the heroine's weapons as they wound their way up the staircase. Rainbow heard a shriek behind her and turned to see a pair of vines wrapping around Rarity's ankles, pulling her off her feet. Pinkie dropped her scimitar to grab onto Rarity's wrists, pulling against the vines. Rainbow dashed down the stairs to strike at the vines holding Rarity, severing them instantly.

Pinkie breathed a sigh of relief as she helped Rarity return to her feet before bending down to retrieve her scimitar. Suddenly, a vine shot out from the underside of the staircase, a flower bud at its tip. She jerked her head back, but it was too late; The flower bloomed, firing its golden pollen directly into her face.

Pinkie's head swam as the pollen filled her lungs; She could feel her skin tingling as her sense of touch amplified, her breathing becoming shallow as her face flushed with color. She suddenly felt dizzy, falling backwards into Rarity's arms.

"Peach! Are you alright?" Rarity asked, trying to guide her back to her feet.

Pinkie fell limp in Rarity's arms. "I feel funny..."

Rainbow grunted with frustration, severing the vine that blasted Pinkie. "Rarity, can you carry her?"

Rarity nodded. "I think so."

"Okay, then follow me!" Rainbow said, retaking her place at the front and clearing a path forward.

Rarity pulled Pinkie's arms around her neck and put one hand behind her back, the other underneath her legs, and lifted as hard as she could. Pinkie squeaked softly as she was hoisted into the air. Rarity panted with exertion. It wouldn't be easy, but she could do it... She had to.

"We're not that far from the top!" Rainbow shouted.

Rarity narrowed her eyes. "It'll be okay, Pinkie," she said. "We'll make it through this."

Pinkie nodded, eyes shut tight and face burning red. Rarity's eyes couldn't help but wander down to her exposed breasts, seeing her nipples fully erect, like two little pencil erasers sticking out from the massive orbs of flesh. She bit her lip.

Not the time, Rarity.

Rarity felt a pair of fingers pulling at the top of her corset, digging into her skin. Looking down, she saw Pinkie's lips drawing closer, feeling them brush softly across her cleavage. Her cheeks lit up with color. "Peach, what are you doing!?"

Pinkie's eyes opened slightly, looking cloudy and unfocused. "You're so pretty, Crystal," she moaned softly.

Rarity's blush deepened. "I appreciate the sentiment, but now is not the – Mnnf!" Pinkie raised her face up, capturing Rarity's lips in a deep kiss, her tongue flicking out and raking the top of her mouth. Rarity tried to shake her head, but Pinkie followed her motions expertly. Rarity took a deep breath in through her nose, trying futilely to ignore the wealth of sensations attempting to overpower her mind. Pinkie'd managed to fold down one of the cups of her corset, massaging her breast with her palm as her other hand ran through her hair.

Not the time not the time not the time not the time not the time.

Rainbow glanced back at them and furrowed her brow. "What the hay are you two doing!?"

Rarity grunted in response, unable to free her mouth from Pinkie without dropping her, doing her best to indicate that this was Pinkie's doing. She could feel her heart rate rising with every second Pinkie played with her, her breathing shallowing out and her knees becoming weaker.

Rainbow rolled her eyes and turned forward again.

Rarity watched Rainbow's back as they climbed the last few flights of stairs, ignoring Pinkie's ministrations as best she could. Soon they reached a landing at the top, an archway leading into the tower. Rainbow turned to look through the arch.

"Ah, pony feathers," Rainbow said.

Rarity raised an eyebrow.

A massive explosion of pollen shot out of the archway. Rarity ducked down, but Rainbow had been caught directly in the blast. When Rarity looked up again, Rainbow was on her knees, breathing heavily and coughing. Rarity blinked quickly, trying to clear her eyes of the glare from above. Rainbow slowly got to her feet, visibly shaking. She turned to look at Rarity, her eyes having the same glazed look as Pinkie's.

Rarity felt a cold shiver down her spine. Pinkie finally released her mouth from the kiss, her lips trailing down her jaw and neck until they pressed into the flesh of her exposed breast, her nipple gently squeezed by the corner of her mouth. Rarity's legs wobbled.

"Spectrum? Are you alright?"

Two vines shot out of the arch, grabbing Rainbow's arms. Rainbow fell backwards, pulled onto the roof. Rarity gasped, dashing up the remaining stairs and scanning the roof for her friend.

A shimmering blue portal stood off to the side, across from it a massive plant full of beautiful red flowers and lurching vines. It dragged Rainbow toward it, more vines grabbing onto her limbs and waist.

"Spectrum, no!" Rarity tried to put Pinkie down, but she clung to her, suckling her nipple and squeezing her tight. A spike of pleasure shot through her torso, making her stagger to her knees.

Rainbow coughed. "Through the portal."

Rarity attempted to draw her mace, but Pinkie's breasts were pressed firmly up against the handle, her nipples digging into Rarity's hip and sending her mind elsewhere. "Peach, I need you to focus," she said shakily.

Pinkie licked her nipple, tweaking it with her tongue before pulling back slightly. "I'm so horny, Crystal..."

Rarity winced. All she wanted was to give in to the temptation, throw Pinkie down on the ground and ravish her, right then and there. It would be so easy, just to let herself spill all of her pent up love and frustration straight into the drugged mare's body...

She couldn't, though. If she did that, Trixie's victory was all but assured.

Rainbow panted and shook her head. "Take Peach and go." The vines crept across her armor, tiny thorns cutting holes in it as they did.

"I can't leave you," Rarity said, doing her best to push Pinkie away.

"You have to," Rainbow said as her bra and thong fell away. "Don't worry about me."

Rarity closed her eyes and shuddered. Pinkie's fingers started tracing the waistband of her thong, poking in gently and threatening to destroy any sort of focus she still had.

Three flowers lifted off the plant, their petals closing around Rainbow's breasts and clit. Rainbow sucked in air, moaning softly. Rarity could see her thighs already glistening with her excitement in the dim light.

"Go," Rainbow said.

Rarity breathed heavily. She watched as a thick vine snaked around Rainbow's thigh, rubbing itself across her folds and earning several harsh bucks of the restrained mare's hips.

"WILL YOU JUST GO!?" Rainbow shouted, grimacing as the plant toyed her, a new vine wrapping around her neck and burying itself in her mouth, cutting off further speech.

Rarity shook her head and picked Pinkie up. "I'm sorry, Spectrum. I promise, we’ll save you. We’ll save you all."

Rainbow's moans started getting louder as the vine pushed past her folds, thrusting relentlessly inside of her. Rarity let a silent string of curses fill her mind as she felt Pinkie's fingers sliding into her underwear, gently prodding at her lips and clitoris. There was no way she could save Rainbow like this; Pinkie had her so worked up that the slightest intervention from the plant could have her down for the count in seconds.

Rainbow's muffled yelps and squeals continued to grow. Rarity gave her one last look and sighed before running through the portal, Pinkie in tow.

Rainbow watched them go, her body flooding with pleasant sensation. The flower petals stroking her exposed flesh, the vines burying themselves inside her body, the maddening twirling across her clit... She took a deep breath in through her nose and let her head fall back.

Her mind went blank as pure bliss overwhelmed her thoughts.

Rarity burst through the other side of the portal and fell to her knees. Pinkie’s kisses started trailing back up her neck, and Rarity knew she only had a few seconds of speech available to her.

“Please, Peach, you need to control yourself,” she said.

“I can’t,” Pinkie said shakily, her fingers playing across Rarity’s folds, gently fiddling with her clitoris as they pushed inside her.

Rarity moaned softly, letting go of Pinkie and letting her fall to the ground, using her palms to support her own weight instead. Pinkie fell on her back, panting heavily. Rarity could see her entire body coated in a layer of sweat.

“Crystal, please,” Pinkie whispered, “Let’s just… Let’s just have a little bit of sex? I promise, I’ll… I’ll make it good for you…”

Rarity shook her head, gasping for air. “You don’t know how much I want to, but we can’t.” She opened her eyes to see Pinkie sprawled out before her, her bosom heaving as she took deep breaths, her entire body quivering gently in the dim light from the portal. Rarity averted her eyes and blushed. “I want to so badly.”

“Then let’s do it,” Pinkie whispered back, eyes still closed. “Please?”

Rarity sank back to a seated position, covering her face in her palms. She couldn’t fathom what Pinkie must be going through right now, having taken that much of the pollen into her lungs; She could barely contain her own lust, and she hadn’t taken any of it.

But… she’d promised Rainbow. If they were going to find Trixie’s lair and save their friends, they couldn’t give in just yet.

“Do you know how long the pollen lasts?” Rarity asked. “From your bardic knowledge?”

Pinkie panted a few times before answering. “I think it’s... I think it's until you come.”

Rarity cursed under her breath. “Okay. If I make you come, will you be able to continue on?”

Pinkie nodded softly. Rarity took a deep breath and got to her feet..

The poor mare shook like a leaf before her. Kneeling down between her feet, Rarity ran her fingers along her abdomen. Pinkie moaned loudly, her stomach muscles contracting away from her fingers. Rarity blew softly across her belly button as she pulled the waistband of her thong down, revealing Pinkie’s soaked groin. Her clitoris had become engorged with blood, standing out from the apex of her folds like a bright pink cherry.

Rarity watched as Pinkie’s hands found their way to her own breasts, massaging them gently as she waited for Rarity to begin. Taking one last breath, Rarity lowered her mouth down and licked.

Pinkie’s hips bucked forward at the contact. Rarity felt herself growing wetter by the moment as she lapped gently, and how badly she wanted to reach a hand down between her legs and pleasure herself too. Shaking her head, she closed her eyes and lowered her lips down and licked again, this time her tongue poking in between Pinkie’s veil.

Pinkie moaned as she twisted her own nipples, her thighs closing around Rarity’s head, trapping her mouth against the pink mare’s vagina. Throwing caution to the wind, Rarity opened her mouth, capturing Pinkie’s clitoris in between her lips and pressing down. Pinkie writhed and squealed, rolling her hips in time with Rarity’s ministrations.

Rarity opened her mouth again, pushing her tongue deep inside her friend. Her hips picked up speed, and Rarity knew she was getting close. She ran her fingers along Pinkie’s cutie marks, thrusting her tongue deeper within and stroking her inner walls for all she was worth.

With a high pitched whine she felt Pinkie’s vagina contracting around her tongue and breathed a sigh of relief. She continued lapping as best she could as Pinkie convulsed on the floor, her many squeaks and squeals echoing around them in the darkness until finally she released Rarity’s head and came to a stop, panting breathlessly. Rarity fell on top of her, her head resting heavily against Pinkie’s bosom, rising and falling with Pinkie’s breath.

“Thank you, Crystal,” Pinkie whispered, her arms wrapping around Rarity’s shoulders and clutching her tight. “You’re a good friend.”

Rarity nodded gently, enjoying the closeness and warmth of her friend’s body. “As are you,” she whispered back.

The two mares laid there, out of breath, and out of energy, as the darkness loomed around them.

Trixie blushed violently as she watched her crystal ball. She’d expected a lot out of this night, and these mares had been putting on quite the show for her so far, but even knowing the effects of the Succubus’ Snare flower, she hadn’t expected this.

“The Great and Powerful Trixie may have to save this one for her personal collection,” she said, lighting her horn to store a playback of what she’d just seen.

Getting up, she walked behind her throne to observe her newest conquest.

Rainbow hung on the fourth cross from the left, eyes glazed over with the absence of thought. She sucked obediently on the vine in her mouth, any trace of fight left in her subdued by the very flowers that had defeated her.

Trixie ran her finger along her cutie mark, the muscle tensing reflexively as Rainbow gave a low whine, unable to protest any further. Trixie laughed quietly to herself.

She'd expected more out of Rainbow. She'd seemed so adamant about winning, and yet she'd succumbed to the carnal pleasures offered her, almost easier than the others.

Trixie leaned forward and licked Rainbow's cheek, earning a high pitched moan for her trouble. She was Trixie's prisoner now, just like her fallen friends. And just as they had each fallen, so too would the remaining heroines. It was only a matter of time.

Trixie nodded as she retook her seat and gazed once more into the crystal ball, watching as Pinkie and Rarity laid, panting, exhausted on the other side of the portal.

Only a matter of time.

Chapter Five:The Fifth Chapter

Rarity's eyes fluttered open, the blue tinged light of the portal slowly allowing her surroundings to take shape. Lifting her face away from the gentle caress of Pinkie's bosom, she noted the pink mare still sleeping beneath her, snoring softly.

"Peach, wake up," she whispered, gently prodding her friend's cheek.

Pinkie rolled her head to the side and groaned. "Just five more minutes, mama... The rocks will still be there when I get up..."

Rarity felt a gentle smile creep across her lips. "Peach, it's me, Crystal. It's time to get up."

Pinkie's eyes slowly drifted open, taking a moment to focus on Rarity's face before recognition brought them to attention.

"Oh! Did... Did we make it?" Pinkie asked, sitting up and rubbing the sand out of her eyes.

Rarity nodded. "We made it through the portal, yes."

Pinkie stretched out her limbs, puffing her chest out in front of Rarity, accidentally grazing her nose with her bare breast. Rarity melted into the contact as Pinkie giggled. "Sorry."

Rarity shook her head and got to her feet. "It's okay. We just need to keep our wits about us a little longer. We've got to be nearing our goal by now."

Pinkie popped up to her feet. "So... where are we?"

Rarity glanced about in the darkness. Lighting her horn, she cast a spell on her mace to shed a bright white glow on the room.

As Rarity held her mace aloft, she saw rows of stone tablets lining the walls ahead of them. "It looks like... hieroglyphs? Perhaps this is some sort of temple?"

Pinkie walked up to one of the stones, running her fingers across the hewn surface. "I think this is a prophecy, actually."

Rarity raised an eyebrow. "You can read these?"

Pinkie nodded. "I get bunches of bonus languages."

Rarity smiled to herself. "Of course you do. So what's it say?"

Pinkie tapped her chin as she looked over the writing. "Well, it seems to tell the origin of the monsters. A long time ago, an evil queen wanted to–"

"Wait," Rarity interrupted. "A queen?"

Pinkie nodded. "That's what it says."

Rarity cocked her head to the side. "But... but what's a queen?"

"Ummm..." Pinkie narrowed her eyes as she looked closer at the writing. "I dunno. Just based on the drawing, I'd say some kind of female ruler?"

"Like a princess?" Rarity asked.

"I think so?" Pinkie sighed.

"Then why not just say an evil princess?"

Pinkie shook her head. "I don't know. Maybe a queen is an evil princess?"

Rarity pursed her lips. "Maybe. But if a queen is an evil princess, then why specify an 'evil' queen?"

Pinkie frowned. "Wasn't Chrysalis a queen?"

Rarity blinked. "Was she? I always assumed that was part of her name..."

Pinkie shrugged.

Rarity sighed and shook her head. "I'm sorry for interrupting, dear. Please, continue."

"Okay," Pinkie nodded, turning back to the writing. "So I guess some evil queen wanted to rule the world, but lacked an army with which to battle the powerful princesses who ruled the land. So she used her magic to create a monster, named Ten'Taclos."

Rarity snickered. "Creative."

"Ten'Taclos was the first tentacle monster. The problem was, he wasn't super mobile, so the queen needed to find a way to make more monsters. She couldn't just make more like she had the first, because she'd used up too much of her magic to do so."

Rarity swallowed hard. "I can see where this is going..."

"Ten'Taclos needed something to breed with," Pinkie continued, "and the queen gave herself to him. Though it was difficult due to their different genomes, the queen had created him with the ability to impregnate pony mares, given enough time, so that he could use them to spawn his progeny. However, not all mares were as willing as the queen had been; If he killed or harmed them, they wouldn't be able to serve as broodmares. Therefore, he would incapacitate them by pleasuring them until their will to resist faded, then impregnate them to spawn his legions."

Rarity felt a shiver pass down her spine. "The origin of Ahegao."

Pinkie nodded before continuing. "Young mares began disappearing at night, and the patrols sent to find them never returned. As Ten'Taclos captured more mares, his armada grew, and so did the threat he posed to the world. Ultimately, the princesses of the land banded together and journeyed to his lair. The battle was difficult, but they were able to destroy him."

Rarity frowned. "It's never that easy."

Pinkie nodded again. "Right. Some little bit of his line survived, escaping into the world, but as they were just scattered remnants, the threat they posed never amounted to much. However..."

"However?"

"However, it was theorized that one day, it could be possible to spawn Ten'Taclos back into this world, if a powerful enough mare could be used as the host!" Pinkie's eyes widened as she backed away from the final tablet. "Crystal, do you realize what this means!?"

Rarity nodded. "Bellatrix means to use Amethyst Star to bring Ten'Taclos back into this world!"

Pinkie grinned from ear to ear. "Twilight did a really great job with this backstory!"

Rarity laughed. "Oh, absolutely. She covered all the angles."

"Alright then, what are we waiting for? We have to go save Amethyst Star!"

The pair moved on through the hall of stones, into a wide, open room. The first thing Rarity saw in the room was a large golden chest sitting on a raised platform, next to that a huge double door, a shimmering silver portcullis closed before it.

"Wow," Pinkie said, approaching the chest. "What do you think is in here?"

"I don't know," Rarity said, awed by the glowing metals.

"I bet it's armor, or a super secret weapon!" Pinkie cheered excitedly. "Some kind of really powerful magical treasure to help us in the final fight!"

Rarity giggled at her friend's excitement. "Well, we could surely use it. At this point, I'll take any advantage we can get."

Pinkie ran her fingers across the gold. "Do you want to do the honors, Crystal?"

Rarity shook her head. "By all means, go ahead."

"Okay," Pinkie said, rubbing her hands together. "C'mon, chest, mama needs a new top!"

Rarity smiled as she watched Pinkie grip the lid of the chest, pulling it upward with a grunt. Pinkie's eyes twinkled with delight, her full, gleaming smile reflecting the light of Rarity's mace all around her.

Pinkie's face fell suddenly. Before Rarity could react, four long, slender tongues shot out of the chest, wrapping around her wrists and ankles. Pinkie shrieked as they lifted her into the air, additional tongues firing out in rapid succession.

"PEACH!" Rarity yelled, charging forward with her mace drawn.

"Crystal, help!" Pinkie shouted as she felt the damp tongues swirling around her exposed breasts, sending pleasant tingles all throughout her torso.

"I'm coming, just hang on!" Rarity yelled, leveling her mace at the base of the tongues, severing several in one mighty swing.

Pinkie contorted her body, writhing against the tongues' pull. More shot out of the chest faster than Rarity could destroy them, and in a moment she felt them lapping at her inner thighs, pulling her thong down between her legs to lick at her folds. Pinkie grimaced, fighting against their ministrations for all she was worth. One managed to tweak her clitoris and she shuddered, feeling a cool coating of saliva surround it.

"Don't give in, Peach!" Rarity shouted, swinging her mace again. "I can't do this without you!"

"I'm – Anh~! – trying!" Pinkie wailed, kicking and punching as hard as she could, trying to keep the tongues off balance. As she kicked her leg out, she felt two of the tongues connecting with her delta, one poking between her lips and the other swirling around her rectum. Her cheeks clenched reflexively, sparks and jolts of pure bliss firing throughout her body.

Rarity gritted her teeth as she looked up at Pinkie. She needed to save her, but she'd used up all her magic. She just had to keep trying. With any luck, this would work like the beast from earlier, severing enough tongues finally slaying the beast.

"Crystal! I'm – Hff~! – I'm gonna come!" Pinkie moaned, biting hard on her lip as the tongues lapped away at her defenseless privates.  She could feel a tongue curling itself around her clitoris as another poked its way inside her vagina, roughly stroking her inner walls.  Her nipples hardened past the point of betrayal, begging her to give in to the pleasure and accept her fate. All the while, the tongue circling her anus pressed against her. She clenched her muscles as hard as she could to deny its entrance, but she knew it would only be a matter of time before they gave out.

Rarity grunted in frustration as she swung her mace again, splitting tongues only to watch more take their place.

Pinkie gasped for air, the tremors rollicking through her body intensifying by the second. She squeaked as she felt the tongue at her back door pushing her outer sphincter open, no longer able to hold it at bay. She squealed with unbidden delight at the new sensation, her entire body flooding in rapture.

In the time it took Rarity to raise her mace for another blow, the tongues darted back inside the chest, dragging Pinkie in with them. Rarity yelped as the lid slammed shut in front of her. "No no no no no no, this can't be happening," she stammered, dropping her mace to grab the lid and attempting to force it open.

Inside the chest, Pinkie felt every inch of her body covered in tongues, licking relentlessly across her naked flesh. Everything from her ears to the pads of her feet fell victim to the their devastating strokes. She howled in delicious agony, barely able to move her limbs in the confined space, unable to see, unable to hear anything but her own belabored pants and moans.

Rarity's bosom heaved with exertion. The chest wouldn't open, or if it would, she simply wasn't strong enough to do it. Retaking her mace from the ground, she slammed it down on the top of the chest, sparks showering off its lid in all directions. With a grunt of fury she raised her weapon and slammed it again.

The chest rocked back and forth as Pinkie's muffled screams filled the corridor. She'd always known Pinkie to vocalize a lot during sex, but she'd never heard anything like this out of her before. She set her brow, raising her mace again.

Whump! A tiny crack formed in the lid. Rarity allowed herself a hopeful grin.

Whump! The crack grew bigger, revealing a layer of wood beneath the shimmering gold. Pinkie's moans grew softer, the chest shaking less as the seconds grew by.

Rarity grit her teeth. Pinkie was giving up the fight. "Please, Peach, hold on!" She shouted, unsure if there was any way for Pinkie to hear her or not.

Whump! The crack split further. Rarity roared with fury, raising her mace again.

Whump! The chest stopped moving. Rarity blinked quickly, holding her mace aloft.

The chest came ajar the slightest fraction. Rarity's stomach lurched as she dropped her mace behind her, her hands shakily reaching out to grip the lid.

Her breath froze in her lungs. She hoped against hope she wouldn't see what she feared when she opened it.

Pushing the lid back, Rarity opened her eyes and fell backwards on the ground.

The chest was empty, no trace of Pinkie or the tongues that had trapped her to be found.

Rarity punched the floor. She'd been too slow, and now she was alone.

If only I'd cast my detection spell again, this wouldn't have happened! She berated herself, punching and kicking and clawing everything within reach as she yelled out her frustrations.

If only I'd been smarter, I should have known this was a trap!

If only I'd been stronger, I could’ve...

If only I'd been faster, I could’ve...

Rarity sobbed, kicking the chest off the podium and watching it shatter on the floor. The portcullis flew upwards, revealing the door to the next room with a series of mechanical clicks.

Rarity rubbed the tears from her eyes, picking up her mace and leveling her gaze at the door. She balled up her fist around the hilt of her weapon, blowing steam out of her nose.

Little by little, these monsters had taken everything from her. One by one, they'd captured her friends, whisking them away to who knew where, subjecting them to who knew what.

Snarling, Rarity approached the door.

This ended here. If Trixie thought she would just lie down and give up, she had another thing coming.

With a primal shout, Rarity kicked the double doors off their hinges.

She never felt more bad ass in her entire life.

Pinkie Pie hung on the second to last cross, the myriad tongues licking endlessly at her exposed flesh, immobilizing her in a state of perpetual stimulation. She giggled and moaned softly as they had their way with her, small tears forming at the corners of her eyes and rolling down her cheeks.

Trixie grinned. Of the five heroines that had entered her lair, only one remained free from her carnal prison… Trixie allowed herself a small laugh as she ran her fingers through Pinkie’s hair, reveling in the thrill of victory all but assured.

A loud crash sounded behind her and Trixie pulled her hand back.

“Hello, Crystal. I’ve been expecting you.”

Chapter Six:Arguably Just The Rest of Chapter Five

“Hello, Crystal. I’ve been expecting you.”

Rarity snarled as she stood atop the shattered remains of the doorway. Before her she saw a large, circular room, a jagged, golden throne sitting at its center. On a small podium in front of the throne sat a small crystal ball, casting a dim green light over the whole room. Behind the throne, six giant, fleshy crosses stood, all but one occupied by her captured friends, helpless to defend themselves from the remnants of their captors.

There, at the end of the row, stood Trixie, draped in an elaborate black cloak, her long, silver hair trailing down her back.

“It’s over, Bellatrix,” Rarity snapped, stomping forward into the room proper. “I’ve bested all your creations, and now you shall join them.”

“Is that so?” Trixie asked quietly, not so much as giving her a disinterested glance.

Rarity gritted her teeth. “It is. Now come and face me like a woman, so that I may free my friends and be rid of your foul presence.”

Trixie laughed. “Foul presence? Oh, Crystal darling, I’m hurt.” Finally she turned, the green light glinting off her eye in the darkness. “Why such hostility? All I want is to share unbridled joy with you and your friends.”

Rarity shook her head. “You want to turn us into pleasure dolls, and to birth a monstrous horror into the world!”

Trixie rolled her eyes and stepped away from the crosses. “You don’t know the half of it, my dear.”

“I know all I need to,” Rarity sneered, raising her mace as the sorceress came closer. “Now, are you going to fight me, or do you have some more monsters you’d like to hide behind first? I’ll have you know, I severed the last one’s head with a bludgeoning weapon.”

Trixie sighed and clicked her tongue. “Oh, I know well what you are capable of, Crystal. Frankly, I’m excited to see it in action.”

“Yes, well, I…” Rarity stopped mid-step. “Um, what?”

“Isn’t it obvious?” Trixie asked with an airy laugh. “You’re not like your friends. You’re better, stronger...” Rarity narrowed her eyebrows as she listened to Trixie’s words. “... Cut from a different cloth, if you would.”

“What do you mean?” Rarity asked tentatively.

“Isn’t it obvious?” Trixie said, finally stepping up to Rarity and placing her hand lightly on her shoulder. Rarity swatted it away. Trixie frowned before continuing. “With your talents and desires, you would be wasted on breeding.”

Rarity stepped back, baring her teeth. “What the hay does that mean?”

“Join me, Crystal. Together, we can subjugate every mare in Equestria, and live as Queens.”

Rarity laughed. “Why would I do that? Surely you can’t think I’d turn my back on my friends? And for what?”

Trixie shook her head. “I’m not asking you to turn your back on anyone, dear,” she said, stepping around to Rarity’s side and draping her arm across her neck, gesturing towards the crosses. “Look at your friends. They’ve accepted their new lot in life, happily coming for all of eternity…”

Rarity closed her eyes and took a deep breath in through her nose.

“... They don’t want you to save them.”

Rarity opened her eyes and looked at her friends in the dim light. Twilight, held in ecstasy by the tentacles; Fluttershy, immobilized by the octopod’s suction cups; Applejack, tamed by the goo sloshing around her; Rainbow, restrained by the vines and flowers; and Pinkie, helpless before the tongues that ravished her. They looked… Content.

“No,” Rarity whispered, a tear rolling down her cheek. “It can’t be… They’re just… They’re just distracted, and–”

Trixie laughed uproariously. “Distracted? They’re not distracted; They’re enraptured. They’ve never felt this good in their lives, and, barring your intervention, unlikely to be successful as it might be, they never have to feel anything else, ever again.”

Rarity shook her head, clutching her mace tight in her hands. “But… That’s not right! If all you know is pleasure, then what’s the point of life? It’s the moments without it that make it have meaning!”

Trixie sighed and shrugged, stepping away from Rarity and back towards her throne. “Tell yourself that all you want, but honestly, if they could speak right now, I don’t think they’d agree.”

Rarity looked down at the floor and breathed softly as she listened to her friend’s moans echo around the chamber. Why… why did they have to sound so happy? Didn’t they know they were being used?

“And I know that seeing them like this stirs something within you,” Trixie said, leaning back in her throne and crossing her legs.

Rarity raised a glare at Trixie. “What do you mean?”

“I’ve seen you, Crystal; I know what you like,” Trixie said with a wave of her hand. The crystal orb lit up on its podium, and suddenly the walls lit up with the scene of Rarity and Pinkie together, after they’d escaped the portal.

Rarity felt her cheeks light up red. “What!? How did you–”

“I’ve been watching you this whole time,” Trixie admitted. “But what’s important is how much pleasure you take in being the one on top, my dear.”

“I do not!” Rarity stamped her foot. “And I would thank you to remove this garish display from the walls this instant!”

Trixie laughed. “It’s nothing to be ashamed of, dear. I’m the same way; When you saw your friend Peach Cobbler, high on the Succubus’ Snare’s pollen, you couldn’t help but be aroused by how much she needed you, how she was helpless to resist you in any way, just… trembling. You find it thrilling, to have that power over someone… Don’t you?”

Rarity screwed her eyes shut. “That’s different!”

The corners of Trixie’s mouth curled slowly up. “You don’t need to turn your back on your friends, Crystal; I’m offering them to you.”

Rarity opened her eyes and looked up. “What?”

“Join me, Crystal. Take your place at my side, and you can have your friends, all to yourself, to do with whatever you please.”

Rarity bit her lip as she looked again to her friends. As much as admitting it disturbed her, it was a tempting offer, on some level… To have her friends as her obedient servants, eternally serving her in feeble attempts to earn her gratitude, that she might deign to reward them with fleeting satisfaction before–

“No!” Rarity shouted, shaking her head to clear the image away. “I will do no such thing!”

Trixie frowned, raising an eyebrow. “You are sure of this, then? You will not join me by choice?”

Rarity raised her mace and narrowed her eyes. “I would sooner end my own life.”

“Very well.” Trixie closed her eyes and sighed softly. “I can see that your will is too strong for my temptations…”

“It is,” Rarity grinned resolutely. “I will never join you by choice.”

Trixie’s eyes shot open, her horn lighting up in brilliant blue as she shouted, “Then you will join me by force!”

Rarity’s eyes widened as all at once she felt thousands of tiny fillia spring to life against her the skin of her breasts, torso, and pelvis. She could feel tiny tentacles wrapping themselves around her nipples and clitoris, poking gently inside her vagina, and stoking across her rectum. The sudden shock brought her to her knees, dropping her mace to support herself with her palms. Looking down at her body, she saw pink tentacles writhing out of the seams of her corset and thong, playing tantalizingly across her flesh.

“I–… I–… What–…” Rarity stammered as her heartbeat spiked, her breath abandoning her lungs.

“Did you honestly think it would be that easy, my dear?” Trixie laughed. “That I, The Powerful and Sexy Bellatrix, would just let you waltz in to my throne room without a trump card planned?”

Rarity fell onto her back as the tentacles tormented her, blood flooding to her vagina, clitoris and nipples, increasing their sensitivity by the second. She clawed at the cups of the corset, wedging her fingers under the edges and pulling, but the fabric clung to her as if it had been glued on, the fillia and tentacles steadfastly refusing to leave her skin.

“You’re so predictable,” Trixie taunted her, stepping over to stand at her head. “All I had to do was take a cursed set of armor, dress it up with a few gems, and you never even questioned it.”

Rarity moaned as she arched her back, the tentacles prodding further inside of her vagina sending a rush of warmth up and down her spine. “I–… No… M–Ahe~!–My detection spell…”

“That pitiful cantrip?” Trixie laughed into the back of her palm. “It’s a level one spell, my dear… It can’t detect cursed items.”

Rarity bit her lip as she felt the warmth flooding throughout her body, her cheeks burning red as she let her arms fall to her sides, unable to free herself from the cursed corset. She just needed a plan… If she could just think for a moment, she could–

“Annnnnh~!” Rarity cried, the tentacles pushing deeper inside of her, tweaking her clitoris and nipples, stroking across her breasts and thighs, spreading her own wetness across her naked skin…

“It’s time to give up, Crystal,” Trixie cooed, kneeling over her and bringing her mouth down to let her breath play across her victim’s horn. “You’ll never defeat me.”

Rarity felt her eyes rolling back in her head as she bit back another moan. She couldn’t give up. Her friends needed her to keep going, to find a way to escape this, to–

“HHHHHHRN~!” Rarity squealed as one of the tentacles slipped inside her rectum, stroking across the walls of her anus. At the same time she could feel the tentacles penetrating her vagina growing, filling with the creature’s blood and thrusting rapidly. Further still, she could feel the filla gently sliding across her breasts and labia, providing an inescapable wave of stimulation across her whole body.

Rarity shut her eyes and panted, sucking air in through her teeth every time a moan escaped her lips. She slammed her head back against the ground, hoping the pain could distract her from the unbelievable pleasure. If it worked, it was too brief to be of any help.

Trixie leaned down further, letting her lips brush against Rarity’s ear as she whispered, “Come for me, Crystal.”

A scream of passion tore its way out of Rarity’s throat as she felt her orgasm wash over her, every nerve in her body on fire with lust and bliss. Her body seized up as her vaginal walls contracted in short bursts, debilitating every thought that attempted to pierce the haze of pleasure she felt.

When her mind returned to her, she slammed her head down again and cursed. There was no sense of relief to accompany her climax’s conclusion, the tension instead building again immediately as the tentacles relentlessly played with her. She panted furiously, helplessly pawing at the corset, unable to find any way to earn herself a reprieve from their ministrations.

Trixie laughed softly as Rarity heard her footsteps getting farther away. “Does it bother you, Crystal?” she asked, “to see your friends like this?”

Rarity groaned as she rolled onto her stomach, pushing herself up to her knees. She just had to keep fighting…

“Your Princess, helpless… It must eat you up inside that you couldn’t save her,” Trixie said as she stepped up to Twilight, turning back to grin wickedly at Rarity, holding the crystal ball up so that its light discolored her victim’s skin.

Rarity looked up and grimaced, doing everything she could to distance her mind from her predicament, even as her body shuddered with a sharp moan escaping her lungs.

“Now she’s nothing but a toy,” Trixie continued, gently running her fingers across Twilight’s exposed breast. Twilight squeaked softly, but did nothing to resist the attention. “The proud and mighty ruler of an entire nation, reduced to my pleasure doll, coming at the slightest provocation...”

Rarity watched as Trixie lit her horn. The tentacle in Twilight’s mouth withdrew, and Trixie captured her in a kiss, pinching her nipple tight between her fingers. Twilight moaned loudly, bucking her hips forward and back as her whole body shook under Trixie’s ministrations.

Trixie laughed as she broke the kiss at the end of Twilight’s convulsions, the tentacle retaking its place in the princess’ mouth. “See?”

Rarity snarled, unable to get any words to form. Despite her wobbling knees and lightheadedness, she found her way to her feet.

“And somehow, you still seem to think you can avoid this fate that has befallen each and every one of your friends… Why is that, I wonder?” Trixie raised an eyebrow as she walked down the line, gently prodding her thumb into Fluttershy’s mouth. Fluttershy shivered, greedily sucking on Trixie’s appendage until Trixie pulled it out and traced it around her abdomen. Fluttershy bucked her hips, just like Twilight had, and Rarity could do nothing but watch as Trixie earned an orgasm from her defenseless friend with little more than a gentle touch.

Rarity felt the tension in her loins nearing a breaking point. She couldn’t hold it off for long. She just needed to figure out a way to break Trixie’s spell, but how?

Trixie lit her horn as she reached Applejack, the goo sloshing aside to open a path to the captive mare’s folds. Trixie licked her lips before tracing her fingers down Applejack’s pelvis and thrusting them into her vagina. Applejack’s muffled squeals filled the room, and in a few moments, Rarity watched as she fell into a series of convulsions just like Twilight and Fluttershy had.

Rarity fell back to her knees as another series of contractions began, barely catching herself with her arms from being completely prone. She grunted as the pleasure coursed through her body, her eyes rolling back as she fought against it with all she had.

She watched as Rainbow reeled the moment Trixie touched her cutie mark, bucking her hips so fiercely Rarity could hear the wet slaps of her ass against the cross. “This one certainly has earned the title ‘Fastest Mare in Equestria’, has she not?” Trixie giggled.

‘That’s not even in character!’ Rarity mentally snarled.

Finally Trixie approached Pinkie. Rarity slowly returned to her feet as she watched Trixie add her own tongue to the armada assaulting Pinkie’s erogenous zones, licking at her nipples as she massaged her breasts with her hands. It took a moment, but Pinkie descended into the same furious spasms the others had, unable to defend herself from Trixie’s attention.

“So you see,” Trixie said as she stepped away from the crosses and returned to her throne, placing the crystal orb back on its pedestal, “your cause is hopeless. I cannot fathom why you continue to struggle.”

Rarity panted as the pressure headed swiftly for another apex. At this rate, she wouldn’t last much longer. If she could just figure out where Trixie’s power was coming from, maybe she could form a plan…

Rarity lurched forward, raising her mace as she tried to ignore the sensations covering her body. Trixie snickered softly, straightening up in her seat. Rarity roared, swinging her mace in a wide arc at Trixie’s head.

Trixie leaned to the side, letting the mace pass over her mane by several inches. Rarity squeaked as she lost her balance, landing at the foot of the throne and collapsing onto her back, her eyes drifting shut as she struggled to regain her breath.

Trixie clicked her tongue softly. “Now that’s just sad…”

Rarity felt the contractions begin again, flooding her mind with ecstasy as she clawed at the infernal corset, every inch of her body crying out for relief from the unending titillation. She wailed in agony, unable to do anything to stop it.

Panting as her convulsions subsided, Rarity felt a drip of wetness hit her nose and opened her eyes to see Trixie’s thighs above her, her pitch black thong dripping with excitement.

“You know,” Trixie said as she ran her finger across Rarity’s cleavage, “I’ve been so generous to you girls, and yet, I’ve taken nothing for myself…” Rarity shuddered as Trixie’s finger slipped inside of her corset and flicked across her nipple, forcing her whole body to spasm. “... Earlier, when I said that we both enjoyed having power over someone?”

Rarity’s breath seized in her lungs. “No,” she whispered with all the volume she could muster.

Trixie grinned. “I meant it.”

In a flash, Trixie’d pulled her thong to the side and plunged her hips downward. Rarity felt every agonizing centimeter as her horn slid smoothly in between Trixie’s folds, the walls of her vagina gripping it tightly and stroking with every movement of her hips. Rarity’s mind caught fire with the new sensation, obliterating any sense of focus she had left. It was like Pinkie’s game all over again, except now the maddening tug and pull was attached to her forehead, and she also had to cope with all the other sensations flooding her body at the same time. It was too much, feeling her magic building up and seeping out of her horn, into Trixie’s warm, waiting body, just begging for a full release.

Awash in a sea of pleasure, Rarity felt her neck nodding obediently along with the rhythm of Trixie’s hips as the other mare moaned with delight. This was positively humiliating for Trixie to use her horn like this, and yet, she could do nothing to stop it, too enraptured with how amazing Trixie made her feel. She was completely helpless as she felt all the tension exploding out of her body, blanking out her mind to everything but Trixie’s vagina stroking up and down her horn.

Rarity’s eyes fluttered half open as she regained her senses. Her heart felt like it would explode out of her chest any moment. Her tongue lolled out of her mouth with how hard she panted. Her entire body was coated in a layer of her own sweat. Her eyes stung as rivulets of Trixie’s excitement rolled down her forehead. And all the while, the tentacles refused to give her a moment’s solace from their tormenting motions.

Glancing to her right, she saw the podium on which the crystal ball rested and –

… The Crystal Ball. That had to be it, didn’t it? She’d never seen it before tonight, and it certainly seemed like a magical artifact of some power. If she could break it, it might end Trixie’s control over the tentacles.

It was only an educated guess, but it was her last hope. Summoning all her remaining strength to grip her mace from where it fell, she took a deep breath. Trixie moaned above her, clearly nearing her climax as her pelvis slapped more and more rapidly against Rarity’s forehead.  Rarity wheezed, every cell in her skin alight with tingling electricity. She wouldn’t last another orgasm and she knew it. This would be her only shot.

Raising the mace, she tried to adjust her aim as best she could while her head bobbed up and down between Trixie’s thighs. The pressure reached boiling point and she let the mace fall towards the podium, her mind going blank as she felt the walls of Trixie’s vagina contracting around her horn.

Her eyes rolled back in their sockets before she saw the result.

The Canon End

Trixie squealed in delight as she felt her climax wash over her, bucking her hips hard enough to feel Rarity’s head smack against the floor beneath her. She arched her back and bit her finger, letting the endorphins flood her mind as she milked every last moment of feeling from Rarity’s horn.

As her orgasm subsided, Trixie fell backwards onto her elbows, Rarity’s horn sliding out of her body with a wet pop. She beamed with satisfaction, looking down at her victim slowly fidgeting on the floor, her eyes rolled back in ecstasy. Out of the corner of her eyes she could see the rest of her captives trapped in their own little worlds of pleasure, her throne, the crystal orb’s pedestal slowly rocking back and forth, the green light glinting off of Rarity’s sweat, the pools of–

… The pedestal rocking back and forth...?

Trixie felt a shiver of panic run down her spine as she looked up just in time to see the pedestal tumble over, the glowing orb atop it rolling off and falling rapidly toward the ground.

“No!” Trixie shouted, throwing all her weight in its direction, but she was too late; With a loud clink the orb hit the ground, rolling slowly away from her.

Trixie’s breath seized in her lungs. It didn’t shatter, which was a good first step. Scrabbling to her feet, she quickly snatched the orb from the ground and turned it over in her hands, inspecting it for any marks or damage.

Trixie breathed a sigh of relief as she determined it had remained perfectly intact. A thin smile crept onto her lips.

Trixie took a step back to admire her handiwork. Rarity hung on the final cross, the tiny pink tentacles poking out of her armor hinting at the terrible truth that lay beneath the garments. She had been tough to break, but not even she had been able to resist in the end.

Trixie gave a wistful sigh as she cupped Rarity’s face with her palm. They could have ruled the world together, she and Rarity… But no. She defied her, and for that, Trixie rewarded her with an eternity of unspeakable pleasure.

It was fitting, though. She had six crosses, after all. It would have been a shame not to use them.

Trixie glanced down the line, seeing all six of her captives at once, each one at the mercy of the creature that had subdued them, each one looking more enraptured than the last.

She’d won.

An unexpected frown found its way to Trixie’s face as she looked down at her watch.

“How is The Great And Powerful Trixie supposed to kill an hour and fifty three minutes?”

Alternate Ending #1

Trixie squealed in delight as she felt her climax wash over her, bucking her hips hard enough to feel Rarity’s head smack against the floor beneath her. She arched her back and bit her finger, letting the endorphins flood her mind as she milked every last moment of feeling from Rarity’s horn.

As her orgasm subsided, Trixie fell backwards onto her elbows, Rarity’s horn sliding out of her body with a wet pop. She beamed with satisfaction, looking down at her victim slowly fidgeting on the floor, her eyes rolled back in ecstasy. Out of the corner of her eyes she could see the rest of her captives trapped in their own little worlds of pleasure, her throne, the crystal orb’s pedestal slowly rocking back and forth, the green light glinting off of Rarity’s sweat, the pools of–

… The pedestal rocking back and forth...?

Trixie felt a shiver of panic run down her spine as she looked up just in time to see the pedestal tumble over, the glowing orb atop it rolling off and falling rapidly toward the ground.

“No!” Trixie shouted, throwing all her weight in its direction, but she was too late; With a loud clink the orb hit the ground, rolling slowly away from her.

Trixie’s breath seized in her lungs. It didn’t shatter, which was a good first step. Scrabbling to her feet, she quickly snatched the orb from the ground and turned it over in her hands, inspecting it for any marks or damage.

A hairline crack. Trixie blinked and looked again to be sure.

The thinnest crack imaginable ran half the circumference of the orb, green light spilling out of it.

Trixie swallowed hard. “That’s not good…”

The room began to shake. Trixie covered her eyes as the orb shattered, its fragments disintegrating into a fine mist throughout the chamber. She could feel the entire structure falling apart around her, rocks falling off the ceiling and cracking on the floor.

All she could do was sigh as she was launched into the air, sailing through a void of blackness.

Twilight’s eyes fluttered open. She could feel grass against her skin, and the sun on her back. Sitting up, she could see her friends lying scattered around her, all apparently coming to at the same moment.

“Oh dear,” Twilight yawned as she stretched her arms, feeling the knots in her back untangle as she did. “what happened?”

Applejack pushed herself up to her knees and rubbed her eyes. “Did… Did we win?”

Twilight glanced around, her eyes settling on the smoldering ruin of a tower behind her in the distance. She grinned.

“You did it,” she said softly. “You all saved me. Thank you so much, brave heroines. I shall be sure to arrange a reward suitable to the enormity of the task you just completed.”

"Enough with the flavor text, Princess," Rainbow said as she pantomimed gagging. The friends all laughed as they met in a group hug.

“Of course,” Pinkie said, “We owe it all to Crystal. I don’t know how you did it, girl, but you saved us all!”

Rarity blushed and shook her head. “Any of you would have done the same, had you been the one to make it to Bellatrix’s throne room.”

Twilight returned her gaze to the ruin in the distance. “So… Is Bellatrix… Um… Dead?”

Rarity shrugged lightly. “I don’t know… I don’t even know how we wound up out here, to be frank. I fear I was in the throes of passion at the time.”

Twilight narrowed her gaze grimly. “So… She could be anywhere by now.”

Rarity nodded. “We’ll have to be ready in case she ever returns.”

Twilight sighed softly and turned back to her friends. “Very well. We shall cross that bridge if ever we come to it. For now, I think it’s time we head home.”

Twilight took a few steps away from the ruin before stopping and looking around quickly.

“Um… Does anyone know where home is?”

Epilogue

Twilight glared at her friends sitting around the table with as much judgment as she could muster. For all her effort, it was a pretty small amount of judgment, the kind that probably wouldn’t even show up under a microscope, but still. They all carefully avoided eye contact, staring down at the floor, or the walls, or the ceiling, or anywhere else, meager attempts to hide their blushes all around. Except for Pinkie, who grinned widely, and stubbornly refused to glance away when Twilight looked at her.

“Seriously. The first dungeon. And we TPK,” Twilight said flatly.

Pinkie giggled. “It was a challenging dungeon, Twitwi.”

Rainbow raised her gaze to meet Twilight’s. “You know, if we’d had one more pony, we might’ve had enough mare-power to make it to the boss with more than one of us left.”

Twilight raised an eyebrow. “What are you saying?”

“I’m saying,” Rainbow continued, “You just gave yourself up before the game even started! What’s up with that?”

Twilight felt her cheeks light up instantly, quickly averting her own gaze. “I… Um… I thought you would need motivation…?”

Rarity chuckled from the other side of the table. “You thought we would need motivation, or you just wanted to make sure you got to experience supernatural bliss?”

Twilight tapped the tips of her fingers together and smiled sheepishly. “... Both?”

The group laughed softly.

“Where is Trixie, anyway?” Applejack asked, pushing her hat back to uncover her eyes.

“She’s downstairs, wrapping up putting everything back to normal,” Twilight said.

The group fell into silence for a few moments.

“... I’m just saying, I put a lot of work into that backstor–”

“Hello, everyone,” Trixie called cheerfully as she stepped through the door to the basement, a small bag slung over her shoulder and a bright smile across her face.

A small chorus of “Hey, Trixie,” greeted her.

“The Great and Victorious Trixie hopes you all enjoyed our game,” Trixie said as she took an empty seat at the table.

“Oh boy, did we ever!” Pinkie grinned. “That was totally awesome! It had monsters, and caves, and sex, and towers, and tentacles, and–”

Twilight reached out and covered Pinkie’s mouth. “It was wonderful, thank you for GMing, Trixie.”

“What’s in the bag?” Rainbow asked, eyeing it with suspicion.

Trixie buffed her knuckles on her chest, smiling happily. “The Victorious and Generous Trixie thought you might want some souvenirs.”

Fluttershy finally came out from behind her mane and looked wide eyed at the back. “Souvenirs?”

Trixie lit her horn and the bag opened. The white, gemmed corset and thong floated out in a field of light blue magic and landed in front of Rarity, followed by a small golden chest which landed in front of Pinkie, a small potted plant which landed in front of Rainbow, a jar of green goo which landed in front of Applejack, three pads of an octopod’s tentacles which landed in front of Fluttershy, and finally a small ball of inert tentacles which landed in front of Twilight.

Trixie smiled at her friends in silence as they stared at her gifts, deep shades of crimson crossing each of their faces. Except Pinkie, of course, who couldn’t stop giggling.

“Ooooooooooh,” Pinkie said, opening and closing the chest. “Do they still work?”

“Yes,” Trixie said nodding. “You will find them still as potent as they were during the game, and will activate and deactivate whenever you wish, simply by saying ‘Kumquat.’”

Fluttershy squeaked quietly, picking up the pads in front of her and slowly rising from her chair. “I have to… Um… Thank you, Trixie, I just… Um… I need to… Um… Excuse me,” she stammered, heading towards the stairs to the second floor.

Twilight watched her go and scratched her head. “Uh… Thank you, Trixie. This is very… thoughtful? I think?”

“Do not mention it, Twilight Sparkle,” Trixie said.

Pinkie opened the chest. “Kumquat!” A score of tongues shot out of the chest. “Kumquat!” They receded. Pinkie laughed again. “So, when’s the next session?”

Twilight frowned. “Not that it wouldn’t be fun, but we TPKed. We’d all have to roll new characters.”

A door slammed upstairs.

Trixie pursed her lips. “Well, it was actually pretty close, in the end… When the orb fell off its pedestal, it took minimum falling damage. Had it taken even one point more, it would have exceeded its hardness and shattered, which would have resulted in Bellatrix’s lair being destroyed, and the heroines freed…”

Twilight narrowed her eyes. “Are you talking about… fudging dice?”

Trixie shrugged, a playful grin gracing her lips. “Who’s to say that didn’t happen?”

Twilight considered this, but the thought was interrupted when she heard the water begin to run upstairs. “Is Fluttershy… taking a bath?”

Rarity giggled softly. “Darling, please.”

Twilight cocked her head. “What do you mean?”

Applejack shook her head. “Seriously, Twi? C’mon, you know what she’s doin’.”

Twilight frowned. “How would I know what she’s doing? I can’t see through walls.”

Rainbow covered her mouth and snorted.

“You know, Twi, Octopods are aquatic,” Pinkie said with a wink.

Twilight stared at her friends for a moment before she heard a sharp moan through the floorboards. “Oh, come on, not in my tub!” she shouted, getting up from the table and hurrying up the stairs, her friends’ laughter ringing in her ears.

Twilight set aside her blowtorch. It had taken her many moons. Finding the proper balance of magic and technology. Drafting blueprints, revising, redrafting, throwing them out and drafting again. The sleepless nights spent in the laboratory. All the times she told her friends she couldn’t come out to the bar tonight because she’d be ‘studying.’ All the sweat, and blood, and tears.

Twilight lifted her face guard to gaze upon the small, blue cube, glowing in the darkness of the lab. Lifting it in her magic, she walked across the room to a large, chrome construct, placing it inside a small square chamber and closing the hatch. Immediately she heard gears and pistons spring to life, filling the lab with whirrs and clacks.

Twilight grinned. All that work was about to pay off.

Now all I need are some test subjects…

~The End~

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Towers and Tentacles

Mature Rated Fiction

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