Author's Notes:

This is a quick stand alone chapter based on an idea I had. It's not exactly as related to the main plot, but it will serve as the set-up for when the story continues in the next chapter.

“Ok…. remind me again... Whose bright idea was it to come all the way out here… in the middle of freaking NOWHERE, to get away from the stallions?!” Lightning Dust shouted to the others over the roaring blizzard wind.

“The smart and tactical Trixie takes issue with your tone! It worked, did it not? Not a single stallion or changeling for miles around!”

“Except you forgot the part where we all freeze to death!” Limestone Pie shouted back. Maud Pie and Marble Pie trudging silently through the snow behind her.

“Hmph!” Trixie retorted. “Even after the world has ended… my prissy little companions expect to have everything perfect!”

“Ugggg,” Lightning Dust facepalmed quickly before promptly resuming grabbing her arms and shivering. It was no use arguing with the stubborn unicorn. To be honest, she would have long since ditched this group, had her wings not become a frozen block of ice on her back. Flying was completely out of the question, forcing the pegasus to remain grounded with her odd balled companions. But she had reason to complain more than the rest of them! It was cold! Pegasus ponies hated the cold more than any other!

“Can’t you light us a fire or something with your magic you useless unicorn!” Limestone Pie shouted. “I’m freezing my butt off and we’re all dressed more for a warm spring day! Not an ice cold blizzard!”

“We’re north of The Crystal Empire…” Maud deadpanned, like she always did. “There’s nothing too light on fire. Only rocks and snow for miles around.” The ever silent Marble Pie huddled in closer to her sister’s arm, savoring the partial body heat from physical contact on one side. As a particular tactic that required touching others… it didn’t fly to well for the group that wasn’t getting along.

“Trixie supposes she could light the group a nice pegafire…” Trixie said with a growing grin, eyes locking onto Lightning Dust’s back. “Though… it may not do us too much, seeing as she’s mostly filled with hot air...”

“Save it, horn head!” Lightning Dust quipped back. Well… at least if I’m going to die out here… those other two jerks will be coming with me… The pegasus thought to herself as she continued her large stomps through the snowy plains. That thought was the only thing that really kept her comfort in this new world.

Originally the mares were on the run, first from changelings, then changelings and stallions. It was as if the entire world had gone mad with lust and was out to get them... the only sane beings left in Equestria. Naturally, the mares figured it would best to group up if they wanted a better chance for survival. Which sounded fine on paper, but in practice, not so much for these five mares. With everyone else they knew was either captured, missing, or a rapist, they had no choice but to settle for each other.

As if that wasn’t bad enough, their luck had recently taken a turn for the worst. A group of stallion slavers had raided their campsite. The mares were fortunate enough to catch wind of the ambush and escape in time, but at the cost of all their supplies they were unable to bring with them. Now, with nothing more than the clothes on their backs, they were forced to flee into the frigid north, having more than enough reason to suspect the stallions were still hot on their tails, mad with sexual lust and power. Things were looking bleak for the already depressed mares as every outcome they could predict for their situation didn’t end with a happily ever after.

Then… as if some sort of miracle or proof the holy horse in the sky was real, their luck caught a break. The pegasus spotted something in the distance other than completely whiteness.

“H-Hey! I think I found something!” The pegasus shouted, grabbing the immediate attention of the four mares behind her. “Looks like some sort of cave…. maybe?!” Sure enough, as the group marched closer, it became more and more obvious that this wasn’t a snow mirage. There, in the side of a solid snow covered mountain was rocky opening. An ideal place for shelter from the ever present and endless blizzard!

“Get inside! Hurry!” Limestone Pie shouted to her two sisters as the group started a mad dash towards the cave entrance. In no time at all the group of ponies had made it, their feet thankfully touching down on solid rock rather than snow for once as they made their way inside.

To the mare’s surprise, the cave provided plenty of room for protection from the freezing winds outside, but did little else to raise the temperature of the shivering ponies.

“S-seeeee? S-Shelter! We’re safe now!” Trixie shuddered, setting herself down on an outlaying rock, frantically rubbing her arms for the slightest bit of warmth. “A-All part of the plan…” The others were still busy shaking loose snow off from their hair and clothes. “Settle in then… you can thank Trixie later!”

“Still freezing. Still out of food too,” Limestone Pie commented dryly.

“Mmmm hmmm!” Marble Pie agreed, looking down sadly.

“Ugggg! Seriously?” Trixie sighed. “Don’t you earth ponies eat rocks or something? There’s plenty of them here to go around!”

“These aren’t edible rocks…” Maud said calmly, tossing a stone behind her. The frozen rock went clattering to the ground. Who would have known only certain rocks were edible?

“Ha! I would just let to remind you all that…-” Lightning Dust started preparing another smart remark to mock the ponies who ate rocks like a pack of wild ani… well actually even animals didn’t eat rocks. But her comment was cut short.

It hit them. A warm gust of air on the side of their faces… It lasted for a brief moment, before it was gone. Something so sudden and unexpected it caused them all to freeze in their spot, figuratively, and jerk their heads in the direction it had come… from deeper within the dark rocky cave.

“D-Did you all just feel that?” Lightning Dust spoke after a moment of silence. The other ponies all nodded silently, confirming it hadn’t been a pleasant warm figment of her frozen imagination. “So… I’m not going crazy...” Without another word, the group rose to their feet again, and headed deeper into the cavern in hopes of finding the mysterious source of the warmth. Every pony besides Marble didn’t care in the slightest as the light from the outside was quickly lost within the cavernous depths.

It was dark, damp, cold, and quiet. Nothing but the sound of footsteps walking over stones and shivering mares.

“It had to be something down here!” Lightning Dust said as she led the group further and further into the now seemingly endlessly long cave. “A warm gust of air in the middle of a snow storm doesn’t just come out of nowhere!” Before the pegasus could say anything else, her head collided with a foreign object, causing the mare to trip and stumble back to the ground.

“Ow! Damnit!” The pegasus swore as the other’s came to a stop behind her. “I can barely see my own hand in front of my face!” She said, attempting to hoist herself back onto her feet, her wings still quite too frozen to aid her efforts. As the mare got back up, rubbing her swore bottom, she felt around in the darkness feeling for what she had run into.

Her bare hand finally found what it was looking for, causing the mare to let out a surprised gasp. It wasn’t a rock, it wasn’t the other ponies, it was something alive! Not only that, but more importantly, it was warm!

“Lightning Dust?” Limestone asked from behind. “You ok?”

“Ummmm…” The pegasus could only reply, her hand not moving from what it had grabbed. Whatever it was, it was small, she was barely able to wrap her fingers around it, but it was long. The pegasus, sliding her hand up along its wiggling length to reveal it was protruding out from a hole in the rocky cave wall.

To all of the mare’s surprise, the cave was suddenly illuminated with light, as translucent brightly glowing crystals appeared poking through holes in the cave ceiling and sides. They were standing in a spacious cavern clearing, which the tunnel behind had lead them to. But, as the ponies quickly noticed, it became painfully obvious what Lightning Dust was occupied holding.

“What the hell is that!?!” Trixie screamed, as Marble Pie zipped behind Maud’s back, cowering in fear. Before them, Lightning Dust stood gasping a wiggling green and long tentacle. Limestone Pie took a cautious step back, putting a defensing hand on her cowering sister’s shoulder.

“Really…” Maud said. “I read these were entirely extinct in the Equestria region…” She said, looking intrigued, or so one might think.

“Whatever it is, it’s warm!” Lightning Dust exclaimed happily, now grasping the green tendril with both hands, nuzzling it to her face. “Ahhhhhh! That feels amazing!” Precious warmth flooded from the surface of the tendril over her goose bumped skin.

“W-What are you doing? Get away from that thing! For all you know it wants to strangle you like a snake!” Limestone shouted to the pegasus.

“It’s a friendly plant…” Maud replied, turning to her sister. “Only found in deep rocky regions. Like this one. It could be just what we need.” The green tentacle was now happily moving in turn with the pegasus as another tendril emerged from the wall behind her, wrapping around and pressing into the leg of the frigid pegasus.

“Ooooooh yeah!” Lightning Dust cooed. “This hits the spot! Almost forgot what actual warmth feels like, Trixie!”

“Yeah yeah…” Trixie mumbled.

More playful green tentacles popped out from the cave walls as the plant determined the ponies were harmless. Hesitantly, Limestone Pie reached out to touch one. Before she even felt its smooth surface she could feel the warm and pleasant heat radiating from its length. She wasted no time dropping all apprehension and bringing the tentacle to her, seeking to cover as much surface area of her body in it as she could. Another squirming green line popped out from the ground beneath her and softly wrapped her ankle traveling higher and higher. Even Marble Pie had removed herself from her sister’s back, now curiously facing the tip of one of the tendrils. The pointy end was playfully following the mare’s head, even tilting to the side with her. The shy mare let out a small giggle as she freely allowed another vine to wrap itself around her waist. Maud, on the other hand, looked like she couldn’t care one way or another as more tendrils popping out and wrapped themselves around her still body. Some even snaking their way her shirt seeking an unobstructed touch to the mare’s body.

“D-Do you… understand us?” Lightning Dust asked curiously as a hanging tentacle tip dropped in front of her. The tentacle seemed to bob up and down as if to mimic a pony nodding their head ‘yes’. Not the response the pegasus was exactly expecting, but she was glad things were finally starting to look up.

“If you can… do you think you can help us… stay warm? We’re going to freeze to death if we don’t get out of this cold!” The pony begged, worry obvious in her tone. The tentacle hung there, unmoving, as it seemed to be considering the offer. More and more were coming out of the ground walls and ceiling now and wrapping themselves around the four ponies behind her.

To the mare’s joy, the tendril before her eagerly shook itself ‘yes’ again, before withdrawing itself back through the hole in the ceiling from where it had come. But to the mare’s disappointment, every green tendril currently occupied around a mare quickly unwrapped themselves, also withdrawing from the various walls they had come from.

“Hey! What gives?!” Trixie yelled as the complete cold suddenly washed over her again. “Did somepony scare it away!?”

A loud rumbling sound boomed through the room. Each pony’s heads turned to watch as a towering boulder rolled across the cavern entrance, before coming to a solid dead stop, completely sealing the five mares within the spaciously lit cavern room.

“It’s blocking the cold air from blowing in…” Maud said. “They tend to be very protective of their hosts.”

“What? But we’re trapped in here now!” Limestone shouted, running up to the recently overturned boulder and giving it a hard shove with all her might. I didn’t budge a single inch despite her well-toned strength. “Tell it to move the rock!”

“It’s really strong…” Lightning Dust dully noted in surprise. Before too long, the tendrils had returned from their task, now surrounding the mares once more. Except this time, they were acting differently… not simply wrapping around the mare’s cold and shivering bodies. “Ummm… and what did you mean by... hosts?”

This time they simply positioned themselves near each of the mares, aiming for something a tad different than before. Working in tandem, two of the swaying green vines snaked themselves up in bottom of Lightning Dust’s black tank top. The pegasus gave a quick yelp as she felt them now grasp at the two sides of her top and started pulling up… Instinctively she slapped one of the tentacles, which didn’t release her top but merely stopped moving. From the shocked noises behind her, it was obvious the other girls behind her were meeting similar disrobing tactics from the plant now.

“Unhand Trixie you dumb plant!” Trixie exclaimed as the vines attempted to rotate around to get to her backside and unclip her skirt. “How on Equestria is taking our clothes supposed to keep us warm?!” While she was distracted following one, another swooped in from behind, successfully ripping the garment from her legs, dragging the tattered remains of her skirts through the hole from where it had come from, leaving the blushing unicorn's bare legs on full display.

“Don’t fight them,” Maud said calmly as she fully cooperated with the plant. “It knows what it’s doing…” Obediently raising her two arms above her, she freely allowed the two vines to pull her shirt over her head, carrying it off to the corner. With the mare’s top removed, a rewarding tendril was fully able to coil it’s entity around the mare’s stomach before ending below her bust, pushing her black bra upwards slightly. Maud looked like the image of pure relaxation as the tendrils complete warmth pressed into her from all sides of her bare stomach and radiated upwards. Or she didn’t. No one could really tell how she felt when it came to her.

Lightning Dust gulped as she observed the stone faced pony. Of course she wasn’t the least bit comfortable stripping in some remote stone cavern, more so with the other four ponies present! The tentacles seemed to sense her fear, giving her leg a reassuring squeeze, as if to convey to the mare that it was merely trying to help. The pegasus gave an audible gulp as she relaxed her muscles, allowing the two wrapped around her wrists to gently lift her arms above her. Two more slowly removed her tank top, leaving the bra clad mare shivering for a brief moment before a long tendril too wrapped around her stomach, covering the mare with its precious body heat. But they didn’t stop there… as more tentacles were busy rubbing and squeezing her sore muscles, another had snaked behind her back, deftly unhooking the metal clasp holding her bra together.

“Wha… stop!” The pegasus squirmed, or tried to. The plant now holding Lightning Dust’s wrists, ankles, and stomach in place firmly, still gently giving reassuring squeezes until the mare stopped her thrashing. Taking a quick look over to the side, it was obvious Maud wasn’t facing the same hesitation. The stone faced mare was now completely topless, her bra now laying piled in the corner along with her top. The pegasus wasn’t able to even get a good clean look at the mare’s generous tits as they had been completely wrapped with another warm looking tentacle. More were flooding to her legs to work and unbuttoning and removing her jeans.

Marble Pie, however, had dropped to the stone floor and back herself into the far corner. She was trembling madly as she hugged her knees to her chest. The mare was on the verge of tears, not knowing what was going on, or why the plant suddenly wanted them naked.

“Marble…” Maud said plainly as a pack of vines attempted to calm her youngest sister down. “Listen to me. They want to help you stay warm. They can’t do that with those clothes in the way. Let the nice plant take them off you…”

“Yeah, come sis! We’re all girls here! No one’s gonna see us!” Limestone Pie called from the side, who was seemingly getting more involved in the strange treatment as the tentacles worked to strip her, setting her discarded clothes in the pile with all the others. The mare actually taking the initiative and tearing her own underwear off, throwing it to the side where a tentacle caught them.

The shivering mare seemed to look between her two older sisters, then back to the friendly tentacles. With a slow nod, she signaled to let the plant do its thing, telling herself over and over in her head that it was no different than bath day with her sisters back on the farm. A reassuring tendril rubbing her back pressed her up to her feet. They quickly moved to strip the mare’s top before she could change her mind. A thick bulging tendril came in, wrapping around her stomach and arms, holding them pressed against her sides as one came in from behind. With a soft click, her bra came undone another tentacle managing to snake up through her stomach wrap and pull it from her arms there. Her two large sized voluptuous bare breasts bounced free of their confines. The milk filled melons giving two quick bounces on her chest before coming to a rest on the tentacles below them. The mare’s entire face blushed a mad red as she managed to attract stares from the entire room. Some gazing in a mixture of envy and awe at their pure size as the mare struggled to free and conceal them with her hands. The tendrils got to them first, two wrapping around the entirety of fleshy orbs but leaving the pink nipples readily exposed. Marble Pie was paralyzed with embarrassment as everypony in the room somehow managed to focus on her through their own disrobing, allowing the plant ease at removing her skirt. Marble didn’t even have to look to know the strange plant wasn’t satisfied yet. The surprisingly strong tendrils wrapped around her upper body effortlessly lifting her body into the air as two final vines grabbed her flowery panties. As they slowly slid them for the mare’s slender legs, it became painfully apparent to the entire cavern that the small damp spot on them indicated the mare’s arousal.

Blushes were exchanged all around the room of now completely stripped mares. The tendril swiftly moving to drop the mare’s soaked underwear in the pile with the others.

Sure enough, additional tentacles now shot out from the surrounding walls, wrapping and coiling themselves tightly around the now completely naked ponies.

“Oooooh yeah! That feels so much better than those freezing clothes!” Lightning Dust cooed. To her surprise, she also released a light moan, noticing that vine wrapped around her breasts were now lightly squeezing as if to massage them or testing their weight.... Forgetting the other ponies around her she released an even louder moan as the vine’s repeated flicking across her hardened nipples.

Trixie was reacting with the same pleasurable moans as she received the same treatment. “W-What are they doing to us?” She stammered through the pleasure, after feeling a curious vine snaked its way between her two legs that were held firmly apart.

“Arousal is easy body heat…” Maud said, feeling the plants sensual advancements effect as well but not showing it in the slightest.

The mass of tentacles tightened around the various dangling limps they had firmly constricted themselves around. With unnerving ease, they gently picked up each mare from the cold stone ground, making sure to adjust their weight so as to be adequately comfortable for the women. Each mare was shifted over to the center of the room where, they hung in a circle from their arms, legs, and torso in wraps, completely face down like a flat plank. The tendrils hugging their breasts gave one final tight squeeze before releasing, allowing five pairs of fleshy orbs to bounce free before drooping downwards as gravity took over.

“What gives?” Limestone asked angrily, feeling the uncomfortable cold of the room wash over her sensitive pink buds, quickly reminding her of her rock hardened nipples. “You have plenty of vines to spare! Put them back on us!” Little to any mare’s knowledge, a certain tendril creep up on both sides of their dangling breasts. The tip of which unfurled back, revealing a tiny sharp needle-like barb which took aim as the main tentacles held the mares steady. Before any of the mares could panic, the barbs pressed themselves forward, breaking the skin as they traveled deep within tissue of the pony’s soft breasts.

“Ow! Hey! Watch it!” Lightning Dust winced, thinking the plant had accidentally pricked her breasts with a thorn. From the way the tentacles held the mares it was obvious they weren’t expecting some thrashing after that, but they seemed to take it rather well, causing the vines to relax.

Trixie could hardly feel the two thin tipped barbs still firmly pressed into her two luscious breasts, nor did she feel it as they vines slowly began to pump. A strange warming liquid traveling the barbed tentacle’s length, injected directly into the mare’s tissue. Only as the vine’s task was completed and it gently withdrew did the magician pony notice something odd…

Her breasts started to tingle, feeling funny, very funny. It almost tickled. Before any confused mare could voice their concern regarding what was going on again, their drooping breasts slowly began to expand before them. Spitfire’s eyes growing wide as her once near flat chest grew… and grew… not stopping even after surpassing Marble Pie’s previous breast size. The dangling breasts seemed too grow like a blowing balloon on their chest, the vine hugging their stomach moving down slightly to make room. Finally the dumbfounded mare’s breasts grew to a halt, each rounded perfectly to be almost nearing the size of their heads. Completely gigantic! Marble’s tits, like before, had taken to the growth quite well, still sizing above the remaining mares in the group.

“It’s hungry. Like us… understandable…” Maud said calmly, eyeing her two new jugs of fun.

The needle tentacle retracted, only to be replaced by two larger thick vines on each side of the mares. The tendrils slid forward, grasping and rubbing the girl’s heaving breasts. The gentle rubbing across the new and sensitive flesh was more than enough to make four of the mares groan in pleasure. The mares were now fighting the waves of arousal that were being thrown at them now. The vines holding their ankles now spreading and bending their legs upward. Another slick skinny tentacle found their way between the mare’s legs. This one even earning a gasp from Maud as the wiggling appendage rubbed and stroked the mare’s now completely soaked exposed walls. As it was if the plant was trying to draw each of them into a painfully aroused state, never thrusting inside, only lapping it’s tip at their folds as a constant reminder it was there and could choose to if it wanted so.

Busy with the wonderfully exotic teasing sensations from below, the face down mares were taken by surprise as the tentacles massaging their new sized breasts suddenly looped around the base of their swollen tits. The tendrils squeezed tightly, almost painfully hard.

Marble Pie felt it first. A warm white looking liquid came dripping out of her rock solid nipples. The madly blushing mare, overcome with the pleasurable sensation of what the plant was doing, looked down, spotting what she had first suspected as blood was in fact…

“Milk? We’re making milk now?!” Lightning Dust exclaimed in more arousal than panic. Sure enough a steady white dribble of breast milk began to leak from each of their reddened nipples. The plant had stopped its motionless squeezing around the base of their breasts and was now, instead, tugging up and down. On each downward pull their breasts shot out a steady jet of white frothy breast milk, splattering onto the cavern floor beneath them. More and more flowed free with each pull. The strange liquid the plant had injected with them, on top of growing their tits to incredible new size, had knocked their dormant milk producing enzymes into overdrive, producing massive amounts of milk to fill their new chest containers in a matter of minutes, and more was on the way…

“I-It’s m-milking us!” Trixie stammered, fully realizing what the plant had done. “Like we are bunch of cows!”

“Heh… figured you just right, Trixie,” Limestone Pie sneered.

“It’s hungry…” Maud deadpanned as the plant now flipped them face up, their enlarged tits now swaying back and forth across their chest. “Our milk is substance for plants like it. It’s only fair if it’s going to be keeping us alive in here…”

Ten new tentacles were dropping in from the ceiling now, these one completely different from the last. These ones were slightly transparent and ended with a circular looking cup, which seemingly with a life of its own. After a few moments of careful tracking on the swaying tits, it struck, each cup latching onto a swollen nipple of the mares. Its lid sealed down with suction as it locked itself in place on each of the bound mare’s tits.

Marble Pie held her breath she waited, the cups seemingly taking their time to settle in on her chest. Then… the tentacle began to pump, the cup expanding and contracting. With wide eyes she watched as a stream of white liquid came flowing out of her twin nipples with each contraction. It. Felt. Amazing. Each squirt of her milk brought a moan to her mouth, not caring a moment for her shyness. Her sisters and the other two were obviously finding similar enjoyment to the treatment as they were milked by the pumping tendrils.

As the whitish liquid flowed through the cup, it traveled upwards through the semi-transparent vine through the rocks where the girls could only assume the plant in the center of this all was.

As their milk traveled up and away though the ceiling, a loud grumping sound erupted from the stomach of Limestone Pie. The mare paid it no mind however, to enamored with the working vines on her now envious rack. But it was more than obvious to the plant these mares were long past the point of simple hunger.

A new set of ominous vines descended from the ceiling, its edges peeling back to reveal a phallic shaped tip, which came to a halt mere inches away from each mare’s mouth with obvious intention to what it wanted to do.

“You know…” Lightning Dust started, “there’s a point where this gets ridiculous!” But before she even finished speaking, the tip shot past her open lips, sliding over her tongue and down her unrestricted throat. The others were meeting similar ends as the tip prodded at their mouths to open. A bulge appeared in their throats as the phallic tip vines make themselves comfortable. With a few series of expansions and contractions the vine began to work. It came as another shock to each of the mares as they began tasting a steady stream of a strange white substance on their tongues. Upon swallowing it so as to not drown, they discovered that this whitish cream the plant with feeding them was no only edible, but actually amazingly delicious. This plant with just full of wonderful surprises!

Marble Pie cooed in pleasure as the vine pumped a seemingly endless supply of cream into her mouth, all of which met the same fate of being eagerly swallowed down into her empty stomach. Hungry for more, the earth pony worked her lips along the length, bobbing her head as if it were a real cock… not that she knew anything about actual intercourse, or so what Limestone and Maud believed. The horny mare’s efforts were quickly rewarded with a strong burst of the vine’s essence, earning another pleasurable moan through the vine from Marble.

With each of the hanging mare’s breasts and mouths fairly occupied by the many dozens of wiggling warm tentacles, the ponies barely noticed as their legs were pulled open, revealing each of their smooth shaved nether regions, dripping with higher levels of desire than they could ever recall experiencing. As far as the plant could tell, their lower lips were just begging to be penetrated by something…anything! It would be a crime to ignore such a need!

The widest tendril drooped down from above now, prodding at the soaking entrance as if to playfully tease its captives. The mares were lost in pure ecstasy, even the stoic Maud release a few soft gasp and moans here and there, which was really all the consent the plant needed to continue. With a jolt, five separate phallic shaped vines thrust into the depths of the hanging pony mares. Lighting Dust inhaled sharply through her nose as the girthy tendril wiggled and squirmed it way up her passage. The combined jolts of pleasure from each region of her body was overwhelming to her. It was miles ahead of the sensation she had ever felt from mere flying!

The thrusting tentacles had settled into their spot within the deepest depths of their love cannel, it’s wiggling and squirming doing wonders to make its target’s vision blur. With an endless desire to please, the tentacle withdrew, drawing out a whimper from a couple of mares as a feeling of emptiness washed over them. It wasn’t for long, however, before the phallic vine thrust back in and out, pounding the mares at a new merciless speed, with thrusts well beyond the speed of a normal male lover. The vine repeatedly hitting pleasurable spots, causing the mare’s hips to buck against the very vines holding them in the air, desperate to squirm and write in pleasure. It came to no surprise to them when another vine prodded at their rear entrance as well, waiting for a single opening before striking, pushing into their behind with thrusts alternating with the vine in the mare’s pussies.

Limestone, unable to take a second more of the relentless treatment, felt her mind erupt in the strongest orgasm in her young life. Fireworks in her blurring vision as she attempted to scream through the vines fucking her face, her brain threatening to black out. Trixie and Marble next to her weren’t far behind. The tentacles didn’t ease of as each of its mares came with their respective climaxes, but rather only served to edge it on further, increasing the speed and vigor of every working vine thrusting away at the mare’s holes. Desperate to give its hosts every ounce of erotic pleasure their bodies could bear to give.

Lightning Dust grit her teeth, the short held question regarding if the plant actually cum was soon answered as the tendril furiously fucking her reddened pussy slowed its pace slightly. It was some sort of egg! From its origin in the ceiling a large spherical bulge appeared in the vine, traveling ever so slowly down its length. Her eyes were wide as the bulge approached her cunt, showing no intention of stopping. It actually wanted to… plant that in her?!? But it was too late to consider second thoughts. Lightning braced for impact as the egg pushed its way inside her passage, forcing her tight walls to their limit. The many hours of strict daily exercise had transformed her pussy into a snug fit, eagerly sought by almost all male lovers, but now only served to impede the lumpy shaft’s journey. But the tendril was undeterred. With more force and push, the bulge passed through the tendril’s length, each extreme movement causing the mare to buck and moan wildly. Finally the egg burst through the tentacle’s exit, settling into the warm and snug confines of the mare’s womb.

Lightning Dust released a sigh of relief, as the new sensations came to an end. A sigh she quickly took back as she spotted many many more similar bulges now traveling down the same tentacle.

The mares screamed in pleasurable ecstasy as their pussies were expanded open, the stream of eggs pushing their way inside of their deepest depths and settling into their wombs. New waves of orgasms shook their fragile minds to their limits as they felt each one temporal force their walls open for a brief moment before retreating, only to repeat the same process a moment later. One by one they released a submissive moan as a seemingly endless supply of eggs were planted inside their wombs, causing their stomachs to expand outwards to accommodate them all.

Finally, as the plant determined either the mare’s swelling stomachs had reached their capacity, or their minds could take no more of the endless pleasure, the stream of eggs came to a halt. With one final lurch, the phallic head lodged deep within their cunts sprayed a whitish cum over the many eggs, coating their eggs with a fresh helping of the strange fluid, filling in every gap and opening the remainder of their wombs had to offer.

The mares, now looking many months pregnant, were finally allowed to catch their breath as the vines occupying each of their orifices slowly retreated. The tentacles holding their limbs lowered them onto the ground where a cozy warm network of the same tentacles were awaiting them.

As they were each released one by one, and dropped into the bed of tentacles, satisfied, feed, and warm, they all curled up with the playful vines and they snaked their way on top and around them. Lighting Dust released a wonderful sigh of relaxation as her head found itself laying onto of a soft tentacle pillow.

“T-That… that was amazing,” The pegasus cooed.

“It was,” Maud deadpanned as a tentacle patted her gently on the head.

“Mmmhmmm!” Marble Pie also agreed, still partly exhausted from the ordeal. With her now free two hands, she hefted and felt her enlarged bosom. From the pure weight and feel of her new gigantic tits, something told her these changes to her chest were here to stay. Yet, even through all of that, she never for a moment questioned the plant’s right to use them like this. It was only fair after all. They would have been lost without its help!

“See!” Trixie cooed, feeling her now swelling stomach that held the many off spring of their savior with pride. “All part of the brilliant Trixie’s plan!”

“….Now it’s too hot….” Limestone mumbled.