Mistress awoke the next morning at dawn, Avarice and Jeff were both still asleep. She was currently laying under him in a mass of flesh, she had been in so many forms last night she lost count. Jeff was laid at the foot of the bed wrapping bits around the other two’s legs in a semi hug. He had enjoyed playing as much as she had.

Mistress laid awake for some time think back on events and what she would do now. Her precious ‘Time of Prophecy’ was drawing closer. She had no idea what she was going to do after that, she spent years, nay decades, working to make sure these events would transpire. Then Duncan came along and made it so much more of a pain.

I love him, but that boy loves to make my life hard. Mistress mused as she shifted herself slowly deciding that being a pony again might be a good idea. She also needed to discuss some things with Avarice once he got up.

Speaking of which…

Mistress put all four hooves on his chest and pushed sending him over the edge of the bed.

“MORNING!” She called in a sing song voice. She was, of course, baffled when she didn’t hear him respond verbally, and instead of a meaty thud...she heard a disturbingly familiar semi-liquid splat, making her eyes widen. “A-Avarice?”

Looking over the edge of the bed she saw a black mass faintly in the shape Avarice was last in, being his dragon form. Yeah, things got crazy~ last night. A-anyway, he was now a nearly formless lump of flesh, a scary sight that shocked her to her core as Jeff stirred.

After a few moments she began to reason out exactly what was going on and calmed down, poking the flesh puddle she asked in a deadpan tone, “Need help learning body control?”

A few panicked gurgles came from the flesh puddle, until a fanged muzzle that seemed to be made of several creatures from dragons to ponies and changelings broke out and gasped for air the new advanced shapeshifter didn’t really need for a good while. “M-Mistress?! Where are you?! I can’t see!”

“You need to will yourself to have eyes, your own mind should flesh out the details. Focus on an area to grow a pair of orbs.” Ah beginners courses of body magic, she missed those classes. But then she blushed when the perv’s mind accidentally sprouted orbs of a kind all over him instead of eyes, and Mistress nearly burst out into laughter Oh my gosh! He’s a sack of balls~!

“Wrong orbs dingbat, they need to absorb light, do you know anything about biology?” She was trying to speak though her fits of laughter, but was shocked when the mass of flesh suddenly surged out in size, filling her room and practically slamming her bed against the far wall, and Mistress gawked at the massive black blob straining not to burst out of her room.

“Mistress! I can’t-somthing! Too much!” A tentacle like arm, topped with a deformed claw reached out blindly, and bulked up, growing like the rest of him, and when it bumped against one of her walls, it nearly smashed clean through it. That wasn’t strength! He was just that heavy! This wasn’t right! He should be getting lighter as he extends himself!

“Calm down, focus on a simple small shape, make yourself denser. Jeff and I will try and help contain you, otherwise we may pull an emergency evac!” She started focusing her will, her horn glowing a blue color, as she tried to force control over Avarice’s body, condensing the flow, Jeff had latched onto her creating a second horn, glowing green, attempting to do the same. The glow expanded holding onto a section of the expanding biomass. Only to balk at how he was still growing, still achieving his ACTUAL mass! How is this possible?! How does he have this much biomass stored away?!

Mistress! I’ve heard of this! Some Shifters can convert their mass into energy, and energy back into mass! He’s completely novice at it, and now all the energy he’s contained within himself is surging forth!

“Mis-ghbhbvciouae!” His formed muzzle was engulfed by his expanding and roiling black amorphous shape, and Mistress was starting to panic, she’d never seen a Shifter lose control so badly without rupturing or exploding, he could burst any second!

New plan, hand me the bell, Mistress ordered Jeff as she prepared to get a severe talking to, strange how such a young creature can act so much like a disappointed grandfather. Ringing the bell the three shapeshifters were forced into a black portal, leaving nothing behind save the destroyed room.

The room the three appeared in was inky black, and exceptionally large, the mass of Avarice was able to expand without risk of destroying anything, jumping back Mistress attempted something she had never done before, she was going to try and take over a portion of his mind and control his body. Reaching into the mass with tendrils of her own flesh, she began tying their nerve bundles together. Only to gasp and get immense feedback she wasn’t prepared for. ‘Mistress~! I-I’m, AH~!’ She screamed with him in bliss, her groin gushing with fluids at the unexpected orgasm. She hadn’t realized he’d been half-panicking, and half in ecstasy. She forgot just how pleasurable it was to stretch herself out like that.

It was at this point that a great yell was heard that could kill almost any sex drive, from a glowing archway a white unicorn stallion, his eyes were yellow with age. As he spoke, his gloriously big and braided white beard shook with each mouth movement. “YOU KIDS CUT THAT OUT THIS INSTANT!”

“S-Star Swirl~!” Mistress managed to pant out, trying to disconnect from her suddenly once-again engaged sexual partner, and couldn’t because he was grabbing back, trying to pull her into himself, and she was beyond aroused at the concept, some primal part of her wanting nothing more than to join with him like this, in a way only he and she could. In a way only Shifters could. “H-help! C-can’t!~!” Mistress's eyes were beginning to glaze over, thinking quickly she started to rearrange her brain, stripping out the sexual designers, and serotonin receptors. But it wasn’t working! Jeff! Why?!

He’s a true Shifter! Your bodies are now completely compatible, and even if you don’t have the comprehensible- Mistress shouted in bliss again as more fluids gushed from her groin, and she began losing form, limbs liquidating back into pure yellow flesh, her eyes rolling back as her tongue lolled out, becoming serpentine from starting to lose all control.

“Thats it,” Time stopped as Star Swirl’s horn lit up drawing on immense power, he levitated the masses of flesh into the air and started forcibly ripping bits apart from one another. It left a sickening snap when he pulled the nerve bundles apart, knowing that the two would be feeling that pain for a while. He then dropped each of them into their own separate holes that he spawned in the ground, he then let time resume.

“Damn kids having sex in my home. Mistress is in for an ear-full when she recovers, Jeff get over here, I need some information and right now,” Star demanded, only for the hole he dropped Avarice in start bulging over, making him blink. “Huh...that’s a big one.” Star Swirl then watched Jeff climb over the edge of Mistress’s hole as a treasure chest with folding plank legs.

“I am not laughing at your joke Jeff, now then tell me what has happened.”

Hours later after a comprehensive report Star Swirl was in his lab tinkering with bits and bobs while Jeff helped, who had decided playing treasure chest for once was a lot of fun, no wonder his kind loved to do this to fool adventurers. Star Swirl was startled out of his musings when a kitchen timer went off. This caused him to drop his potion into an unstable cauldron, the explosion turned every wall in the room pink and blue polka dots.

“Well that should have been enough time for those two to get ahold of them selves, come Jeff, lets see how your mistress, and our new Displaced friend are doing.” Putting on his hat and cloak he walked from the room bells jingling all the way. When he entered the dimensional transference chamber of his ship, he found Mistress in a form he didn’t see often. She was in what she referred to as a ‘human’ form. She was laying on her back, her rather large cantalope-sized chest teats heaving with her breaths. Her skin was a familiar gray-green that she used for her ‘pony’ form, her mane had grown out a vibrant golden yellow with striking green highlights, her arms ended in clawed fingertips, reminding Star Swirl a of the claws of dragons. Walking over to her he prodded her strongly in the side.

“Get up, we need to talk.” Star Swirl turned his gaze away from the nude, voluptuous woman at the sight of the massive black heap of flesh that had spilled over his hole, and spread out over the floor of the room, almost reaching Mistress. “How is it that you haven’t pulled yourself together? Jeff tells me you’re new to this, but seriously, how are you having such difficulty?”

“He used to have restrictions on his form, he then ate a piece of me and got my ‘form’ as such he is newer to this than a hatchling. I’ll have to teach him for a little bit to get this under control, in the meantime, I’ll get something from my room that he may be able to use.” Mistress pushed herself up stumbling a bit as she had to remember how to walk on two legs. She turned away from Star Swirl hoping against hope that he wouldn’t start nagging.

He did.

Mistress grumbled as she walked the maze of pathways that was the voidship Star Swirl lived on. He was nagging about her not calling again, it was one time, for a single decade, she was busy. Miraculously only a short four years had passed relative for him.

“...and another thing, next time you want to go seal some overpowered creature with a god complex DON’T get caught yourself, that is so embarrassing, to get a call from Celestia going ‘Oh Mistress went and got sealed with the empire, what am I going to do?’ Then I gave her that book…” She tuned him out again, finally she reached her room, where he barged right in with her.

“You know Star Swirl it’s really rude to come into a lady’s room uninvited. Lets get this back to Avarice and see if he can use it,” She picked up a glass jar from a bookcase, inside of which a small piece of gray flesh floated, runes of magic glowed on the lid.

“You are as much a lady as a cockroach, now don’t you lip-up when I’m talking to you. After we are done here you should go visit your friends, I’m sure they are worried about you.” He started nagging again, now going on about what she should be doing, making her roll her eyes.

After returning to the dimensional transference chamber she reached up and tapped the mass of flesh attempting to stir it from its sleep. After a few moments, Star Swirl pulled a strange looking horn from his coat and prepared to blow.

“Not the flugelhorn!” Mistress reached too slowly to snatch the evil device from his hooves.

Upon blowing from it a horrendous mixture of bass and sharp tenor erupted like a mutant love-child of a trumpet and a tuba that a flugelhorn was, getting Mistress and Jeff to cringe, and the black mass of flesh to suddenly ripple, and begin pulling together into a single massive towering tendril that seemed unable to figure out what to do with itself.

“DAMNIT STAR SWIRL! You DO NOT know how to play that thing, stop enchanting them.” Mistress turned from the pony who looked like he had just had his favorite toy smashed. Turning back to the black tendril she pulled out the jar, “Avarice I need you to work on making a mouth and ears for me, just focus on them, imagine having them. You have an advantage over most vanilla Shifters, who have to learn something like that from scratch. Just remember what it’s like.”

The tendril lowered to her, and misjudged distance, pressing into her face, and pulling away with an imprint of her face on it, which then suddenly started blinking, and soon, a black copy of her own face was staring back at her with piercing and shimmering green eyes, and some small holes appeared next to the face as the mouth began deepening into an actual orifice. “Mistress, what the fuck is happening? I woke up and everything was dark, I couldn’t really hear, I couldn’t-CAN’T breathe!” Avarice’s voice came out as she remembered it, it must’ve been cursed or something to remain like that in every form he took for him to still have it when he doesn’t even know how to form vocal cords yet.

“Its ok you got my base form when you ate my hoof, this next part should help. This,” She held up the jar to the face, “Is a peace of brain that has basic knowledge on how my abilities work, I’ve made things like this so that if something happened, Jeff would help be able to help me recover. You need to make some nerve endings and connect to the base, it should send some information so you can atleast get your body working again.”

She opened up the jar and lifted up to the face, which seemed confused and made expressions as if he were constipated or something, but then sighed, and dove face-first into the jar, licking the piece of her brain she’d copied for emergencies, and he pulled his face back out with awe. “It’s that easy?” Avarice said with shock, and looked town to his ‘tongue’ which extended from his ‘mouth’ “I got something from that but….”

“No you need to assimilate it, without destroying it, try again.” She insisted, feeling cheeky and a little happy with the situation. It was nice, teaching. Avarice then moved his tongue into the jar, took the piece of graymatter out, and slowly swallowed it once it met his mouth, and gasped he tried to do as she said, not destroying what he ate like he was so used to, like his body remembered always doing.

“Holy hell, that’s a lot of, so complicated. Take it back before I digest it.” Avarice then moved back over the jar, and spat the piece of brain back out into it.

“If you want lungs so you can breath, and a heart to pump blood, absorb the damn brain. You still need new materials or you will DIE and its more painful since pieces shut down one at a time. Try again.” Avarice looked conflicted, he was worried he destroy it, and she sighed. “I can make another one. We can work on control later. Just eat it. You’ll figure things from it there.”

“Alright then.” Avarice took the piece of brain back, and this time didn’t hesitate to swallow, and let his body get to work. “HOLY GOG SITTING ON A FIRE SPIT! OW!” Avarice shouted, and contorted, feeling odd as he began to shrink, his already saved templates now having a grasp on his new body’s form, but not being used to working with so much biomatter. “Too big, too big! I’ll have to-!” Suddenly, her face was gone, and the end of the tendril surprisingly turned into the head of a Hydra, that blinked at her with it’s green slit eyes as the flesh turned to black scales, and a second tendril shot out into a second head, with amber slit eyes that gasped for air, and blinked as the necks began solidifying all the way down.

“W-what? Avarice, how am I out here at the same time?” The second head spoke with a smoother, Trottingham accent, his mouth moving in the way sentients were used to in spite of a hydra’s raw bestial construction.

“Crescent? I don’t know. I’m still freaking out.” Avarice’s head stated back as the hole began rising back up since him finding a form met the hole’s requirements, and soon the...that...isn’t the body of a hydra. It was, in base, but it was extended, had seven limbs, four legs and two massive wings with a long spaded tail like a dragon, with the body being less bulbous since it didn’t need the counterweight as much.

“Huh, forgot I ate a hydra, so, Crescent, was it, how are you doing?” Mistress asked with a bemused look on her face.

“Well sexy thing, about as well as could be considering the situation. I was rather content to just be a voice in Avarice’s head, and now this has happened.” Crescent looked to his twin head, who grinned sheepishly as new additions of a red crowned fringe of fins grew from his head and neck, while none did for Crescent, implying that Avarice was ‘king’ of the body.

“Hey, I kept offering you to have some turns controlling our body, you just kept being lazy, saying you were fine watching.” Avarice sniped back playfully.

“Oh a voyeur? How fun, next time, you should set up in a chair, in the corner, much more exotic that way.” Mistress winked at Crescent’s head and blushing face.

“H-hey, everything he feels, I feel, everything he thinks, I think. The only thing separating us are our separate egos and the fact that our souls were originally separate too. So you had a threesome last night.” Crescent defended, wagging his eye ridges, which began getting a little spiky, perhaps as a characteristic trait.

There was a hiss from the side of the room, it was at this point the hydra noticed a strange treasure chest, with arms and legs, it opened its lid to reveal a set of eyes and teeth. It appeared very upset.

“Fourway or did you really forget about Jeff? The things he can do with tongues. Good times.” Mistress countered.

“Oh~ so that was the anal penetration I felt~!” Avarice cooed, looking down at the little treasure chest with a rumbling purr. “Never had it before, thanks for sating my curiosity~.” Avarice stretched his head over to Jeff and nuzzled the mimic. Who seemed to brighten at the affection, nuzzling back. Using his deformed voice whispered something dirty in Avarice’s ear that Mistress couldn’t quite hear. “Oh~ you naughty thing! Didn’t know about that...so...Missy~.” For some reason, him calling her that made her blush, and suddenly become conscious of the fact she was naked as a human in front of them all, and Crescent leaned down next to her ear to whisper.

“Want to have your Shifter cherry popped?” Crescent’s smoother voice made her shiver, and she backed away nervously.

“Nice try I’ve learned your tricks, and until this is sorted out I will not let you get me aroused. Now then. You didn’t have this much biomass before, where did it all come from?”

Avarice and Crescent both looked to each other, as if double-checking their findings. “According to the information we gained from your piece of brain, we...uh...let us put it this way.” They spoke together, the Trottingham and Cockney accents blending together. “We’ve eaten at least a small mountain’s worth of meat alone, not including regular meals and the vegan lifestyle of ponies. We don’t shit though. Or pee for that matter. Everything consumed was converted directly into energy, energy we stored until we used it up. We can also feed on emotions like a changeling, so there’s that too. We’ve been busy with the Hyperion Offsite Facility and been...we’ve….”

“Go on Avarice, admit it. It’s easier on us both then.” Crescent urged, and Avarice’s head sank in sadness.

“I’ve...ascended into lower godhood recently. Suddenly, one day, I was driven mad by my need to fornicate, impossibly stronger than ever, the suppression enchantments on my attire doing nothing. But I already have several mates, all pregnant with multiples. I couldn’t just use someone like that. I...I can’t do that. I was crying into the dirt, thrusting with nothing to relieve me, when I saw the small little plot of land set aside for the tribe to grow crops, and...I...it was so beautiful….” Avarice was crying now, tears of both despair and pride welled out of his emerald orbs, so Crescent continued.

“He exerted his pent-up energy on the plants, and...they bloomed. Violently and gloriously they exploded into blossoms, spreading their pollen, growing faster. By the time we were spent, what was a small, starting garden, became an abundant plot of land overgrown with life.” Crescent moved his head under Avarice’s, nuzzling him as he lifted the sad yet proud being’s head up. “We’re a God of Fertility, an Aspect of Creation. We found true purpose then...and...we’re trying to come to terms with it.”

“Ah, that is deep, being a god can be taxing, or so said a friend who use to attend God-con. But this is a great thing, with such abilities you can help a lot of creatures out there. You may consider spreading your influence beyond just your Equestria. Our badlands, for instance, could use some help? There is so much you could do, and you have friends to help you along the way,” She walked over to the base of the great beast and held a hand to it, smiling softly.

“Better?”

“A little, but what sort of God of Creation has such bloodlust as I? Takes life so casually as I? Vaga...he...he explained what’s happening to us. We will become an Ascended by the end of this, counted among the highest powers in the Multiverse...whether we want it or not.” The two heads then lifted up, looking down on the Shifter, Mimic, and unicorn. “We will become Chaos. Chaos is Life, Death, and everything, yet nothing.”

“Life breeds death, and death life, it’s a called the cycle of life for a reason. You can’t create something from nothing… well its not easy anyways and tends to be a bad idea. Embrace it, you’re a god, means lots of power and responsibility, also means god level trolling.” She joked trying to lighten the mood a little. Even if it was on a smaller scale she knew what the responsibility of life and death were, so many wars, so much loss, but so much gained, she still hoped it to all be worth it.

“We know this, but...I wasn’t a fighter. That’s why my Fertility Aspect emerged first. I’m glad for that, but apparently I was so attuned to it, that Vaga hadn’t even given half of that portion of himself to me yet. It’s why I broke down earlier, why I was so scared I almost killed that stallion just because I wanted to. I’m scared...I’ll lose that part of myself entirely to the madness of Chaos. I don’t want to discard life so flippantly. It’s why I...I want to create...and...and….” Avarice and Crescent both looked at Mistress in awe, and then their expressions turned oddly loving. “Oh...you are with child….”

Mistress stared at them with a briefest moment of shock. She eyed them, “God like powers, and now you can sense new life? Go and ruin the surprise why don’t you. Well this brings me to my next point, I’ll need a lot of biomass to care for the child, not tainted by your Plaga genes anymore than it already is, not that it's a bad thing. I just need it to be fresh and clean, so want to help me get some? Or do you need to get back to the rest of your herd… which I suppose I will need to be introduced to at some point.”

Mistress was surprised when Avarice was suddenly gently nuzzling her torso, and kissing her abdomen tenderly, his fanged lips oddly ticklish. “We will gladly aid you Missy. We put this new life in you. It is our duty to cultivate it.” Crescent spoke alongside him, and had curled around her, nuzzling her back in a sort of hug between them.

“Well you have great timing, I just got a call from one of your friends, seems she is having issues with a yeti, about two stories tall, all muscle, should be enough?” Star Swirl explained walking into the room interrupting the tender moment, Jeff took this moment to sneak up on mistress there was a flash of red light.

“Now it will be all of our child, it will move matter like body.” The mimic smiled, he wasn’t about to let the new creature have a child with Mistress before he could!

Mistress blushed, she hadn’t noticed anything off with the embryo, but then again, Matter magic was different from Body, she also knew that Jeff would never do anything to threaten her, or the new child, and being lovers already, she was happy about this to a degree she hadn’t anticipated. She wondered how it could have happened though. She never got pregnant from any of her previous joinings, she had never even considered the possibility, she hadn’t wanted to be a mother before being brought to this world. After that she always thought she would wait till it was safe, it was nearing time though so maybe it will be ok?

“Yes yes, now then get ready I’m dropping you all three just outside of town, and new guy, get a proper form on.” Star Swirl lit up his horn and a group of spirling spell patterns appeared before him spinning around before settling in place, locking like cogs. “Have a nice trip.”

With that the three saw a bright blue flash as they were ripped from the pocket realm to another, much colder world. “D-d-damnit Star Swirl~!” Mistress screamed, shivering as her naked and hairless human body was dropped into a snow bank, her breasts stiffening in response to the intense cold as Jeff quickly leaped onto her, and formed into a winter coat.

“AH~! It hurts!” Avarice screamed, their current hydra form being incredibly ill-suited to the environment, and after cringing in pain a few moments, they shrank down rapidly until they were in a roughly human form too, wearing just his pants again, Avarice stood, revealing he appeared to be a ripped and 8-foot tall specimen of a man with long ginger hair, piercing green eyes, and impossibly white shark teeth as they chattered. “I-I miss my form-fire! I can’t believe I actually miss the sensation of burning alive!” He rubbed his arms as he hugged himself, revealing he had draconic claws like her, and his eyes seemed to have trouble keeping a single shade of green.

“Here get close and Jeff can get us both warm, she should be here soon. Star Swirl isn’t a complete dick, all of the time anyways.” Mistress looked towards the nearby town, there was a road about a five minute walk. Avarice briskly approached, and hugged her, shivering as his body had issue adjusting so rapidly, and Jeff shifted over him, pressing their bare torsos against each other to help share warmth. They were literally face-to face, and they looked each other in the eyes.

“We have a few minutes? Want a quicky?” Mistress offered with a sultry smile.

“W-what God of Fertility would pass on that? B-besides, gotta warm up. I was just cold-blooded a moment ago.” Avarice mashed his lips into hers, they both moaned as they fell into the snowbank, becoming amorphous blobs of black and grey-green flesh as they entwined in a way they never imagined before, Jeff beyond happy to fully cover them in a warm wooly sack form to hide them, and help them warm up. He even shot in a few tendrils gripping and probing at the mounds of flesh.

The writhing sack was what a certain white unicorn happened upon, and considering the squelching sounds and the occasional moans, she grinned at having caught her pal in an embarrassing situation. “Yo Jeff. MC decide to have fun while she waited?”

“Yes, Mistress is busy, maybe five minutes… we’ll all be ready… sorry to cause a wait,” Jeff managing to speak though his embarrassment, and the random pulls on his tendrils.

“Oh no, don’t mind me. The Scratch knows what it’s like to have an itch. I’ll just enjoy the show here.” Vinyl Scratch added with her signature grin, chuckling at the sight of the writhing sack. “Hope she doesn’t mind explaining though.”

Author's Notes:

Surprise Double Upload,
Hopefully this clears a little bit of confussion for anypony reading: GameJunkie7 and his story Hello Stranger

Thanks for sticking with me and join us soon for our thrilling conclusion... or is it bum bum buuuuuum