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.” Next Chapter: Chapter Four:Better Towers and Topiary Gardens Estimated time remaining: 46 Minutes