Twilight Sparkle glanced up from the large tome laying open in front of her and ran a pale lavender hand through her already disheveled hair. She heaved a tired sigh and looked back down, double checking her calculations for the hundredth time before addressing her assistant.

        “Okay, Spike. For this to work I’ll just need you to stand right there…”

        “Here?” the younger man questioned, pointing to a massive, ominous looking

pentagram chalked onto the hard oak floor, a white candle rested at each of the star’s five points.

        “Yes, Spike. There.” she replied with a gentle nod of her head. “Just stand in the centre and stay as still and as quiet as possible. I soundproofed the room in preparation for this spell for a reason. This will be very tricky, but I’m confident that it’s well within my abilities to complete it flawlessly! If it works, as I’m sure it will, then all this effort will undoubtedly be worth it.”

        “Uh, Twilight. Run through this spell again for me, will you?”

        “Oh, of course. You see, this spell is designed to alter a person’s physical form. Different variations grant different things, and in this trial I’m going to try to magically generate extra limbs on your body, hopefully when it’s done you will have two new, fully functioning arms located roughly five and a half inches below your natural arms. Clear?”

        “...I guess.” he said hesitantly. “Well, let's just get this over with already, I’ve got chores to do, y’know.”

        Twilight smiled at Spike and giggled. “I know, I know. This will be quick, I promise. And, hey, if all goes well then you’ll have two extra arms to get your chores done even quicker! Oh, think of how many people this will benefit!”

        “Yeah… um, how long will those things even last?”

        “The text doesn’t specify, but if they become troublesome let me know right away and I’ll develop a counter spell to get rid of them.” she nodded, apparently satisfied with her plan.

        Spike shrugged and stepped into the circle, positioning himself in the middle of the odd looking star.

        “Aight, Twi. Do your stuff.”

        Twilight nodded and drew a deep breath in, slowly letting it out through her nose. She repeated the process a few more times until her heartbeat slowed and her body became languid. The air around her began to feel thick and heavy, almost like it was charged with something, and soon a faint wind picked up, blowing Twilight’s navy hair all about her face. Her eyes shot open as the air grew heavier, her irises dominated by a fierce white light that seemed to shine from within her as she began chanting. The complicated and ancient verses from the tome before her rolled off her tongue and hung in the air around her, charging it with potent magical energies and stirring the wind to a violent gale. The pages of the book fluttered wildly and Twilight's clothes snapped at her lean frame as a result of the wind. The magic hanging in the air thickened and drifted towards Spike, surrounding him and coiling around his tense body, forming an arcane cocoon of sorts. Tangible wisps of magic flicked through the air as Twilight commanded the energies to change Spike’s body to the form she desired.

        Twilight raised her hands and began tracing complex patterns in the air, dictating the spell’s task. She finished a particularly complex one with a flourish and barked something in a harsh voice. The wind died down instantly and the magic dissipated, freeing Spike from its hold. Twilight scrunched her face up and closed her eyes, rubbing at her throbbing temples.

        “Well,” she sighed after a moment, not looking up. “How do you feel, Spike?”

        There was no reply.

        “Spike? Did you hear me?”

        Still, no reply came.

     “Spike!” Twilight opened her eyes to glare at her assistant, only to stop short. Seconds later a scream tore from her throat as she registered what stood before her.

        “Oh, Celestia, what have I done?” she breathed in shock, unable to tear her fearful eyes off the creature in front of her.

        “Oh man, Twi.” Spike groaned. “Whatever that spell was, I feel really weird.”

        “Spi- Spike! Just stay there! I’ll fix this, I promise!”

        He cocked his head to the side in a confused manner. “Fix what?”

        “Look at yourself! I turned you into- Into a monster!”

        “What? Twi, relax, I’m sure it’s not that bad…” Spike reassured, reaching his hand up to scrub at his face. Catching sight of the limb, he paused.

        “Holy fuck, Twilight.”

        “I know!”

        He raised a large purple and green tentacle and pointed it accusingly at Twilight.

        “You better fix this,” he shouted angrily. “Or I swear I’m never doing anything for you ever again!”

        “I know, Spike! Give me time! I- I need time!”

     Spike glared fiercely at her for a moment, then took stock of his new and misshapen body. He seemed to have sprouted countless amounts of tentacles, some absolutely huge, and others ridiculously small. Some were bright green with purple spots, others purple with green spots. He noticed a few of the appendages were tipped with feathery like tendrils that waved around softly, as if they were tasting the air. Others looked like flower buds, with four petals soundly closed, protecting whatever was inside. When one opened briefly, Spike saw that they were in fact small mouthed tentacles. The majority of the pulsing masses, though, ended in pale, bulbous, cock-like heads that varied in size.

With a deep, angered sigh Spike continued surveying his body, taking note of everything else that was different. He was now much taller, enormous, even, and the top of his head grazed the ceiling. He had no discernible arms or legs, but rather, his entire body was composed of tentacles that oozed an odd, slimy fluid. His dull, oily flesh throbbed with every breath he took and his many appendages undulated of their own accord.

“Dammit, Twilight! How did this happen?! I thought you knew what you were doing!”

“I’m sorry, Spike! I- I thought I did! I don’t know what went wrong!” she cried, tears gathering in her eyes, slipping free to drift down her cheeks.

“Fucking fix this, now!” he bellowed, his rage growing stronger the longer he looked at what he’d become.

“I- I will! Give me time, Spike! I can’t do it right away!”

Spike roared in anger, his cry shaking the library itself, and causing books to topple off the shelves. One such book, a hefty looking volume, fell down and caught Twilight’s shoulder, catching her by surprise and causing her to fall to the ground.

“Spike! Calm down!” she hollered, covering her head with her arms to ward off any more falling books.

“HOW CAN I BE CALM, TWILIGHT?! LOOK AT ME!” Spike lashed out in fury at Twilight, gripping her forearm with a tentacle and squeezing.

“Spike, this isn’t like you! I think the spell is wreaking havoc on your emotions as well as your physiology. You need to calm down, or who knows what could happen!”

He let a growl escape him, but loosened his grip on Twilight, allowing her arm to slip free.

“Thank you, Spi-” she screamed, breaking off mid-sentence as Spike once again grabbed her, this time wrapping his tentacles around both her arms and legs and hauling her into the air so she was level with his eyes.

Spike inhaled deeply, a feral look darkening his features.

“Spike, let me down this instant!” she screeched, thrashing in his iron grip.

“No, I don’t think I will.” he paused before continuing in a booming voice, “You- You smell delectable, Twilight. It makes me just want to... ” he trailed off, letting a tentacle wrapped itself loosely around her midsection, teasing her sweater higher to expose more of her flawless lavender flesh.

“Spike, get a hold of yourself!” she brought her gaze to rest on his face, and a heavy pit of fear began to build in her stomach. His eyes were hungry, and his mouth was drawn into a snarl.

Her Spike wasn’t in control anymore.

“Let! Me! Go!” she squealed, thrashing with renewed vigor, all the more desperate to escape his hold.

“Oh, no, Twilight. Enough of that.” Spike said, his voice deep and raw, echoing off the walls of the library. More tentacles crept up and surrounded Twilight, some wrenching her arms behind her back while others tore her clothes violently from her body.

“No, no, no, no! This can’t be happening! This can’t be happening” she sobbed in fear, her struggles growing weaker by the second.

With a malicious grin, Spike wrenched her legs apart and gazed at her exposed pussy. A feathery tentacle rose and dragged itself across her slit, smearing the potent aphrodisiac it excreted along her flesh until her mound was coated in it. Two more tentacles appeared and began trailing along her body, tracking the fluid everywhere they touched.

Twilight had given up her struggles and was sobbing brokenly now. Two thin green tentacles wrapped themselves around her modest breasts and squeezed gently, pushing them outwards so that two smaller, mouthed tentacles could affix themselves to her nipples. Twilight gave out a sharp yelp as they bit down on the sensitive flesh, but soon her eyes widened and a few small moans escaped her as an unseen organ inside the tentacle began caressing and tweaking them. Within moments the twin appendages had teased Twilight’s body into enjoying their ministrations, and her nipples puckered into hard points atop her strained breasts.

Silently, a much thicker tentacle appeared and hovered in front of Twilight’s now wet pussy. With little fanfare it pressed forward and speared her on its impressive length.

“Oh Celestia!” she cried in fear and shock, her eyes flying open and a scream echoing from her mouth. As her mouth gaped, another appendage dashed forward and filled it, distending her jaw and poking at the back of her throat in one fell thrust.

When the tentacle in her cunt slowly began to move, Twilight’s frantic eyes rolled skywards and her head lolled back. Within moments faint moans sounded from around the tentacle-cock in her mouth, and her tense body loosened up considerably.

The limb inside her pussy was massive and stretched her painfully wide, but thanks to the aphrodisiac flooding her system every sensation of agonising pain that her body was subjected to was quickly translated into pleasure. The pace of Spike’s tentacles quickened as he became familiar with Twilight’s body. His member throbbed hotly, its heat searing her needy cunt in the most delicious way possible as he filled her completely. Her body hummed in misled delight, every touch sending shocks of intense sensations straight to her core. The head of the tentacle inside her sopping snatch readjusted itself slightly, ensuring that every movement it made connected with the most sensitive parts of Twilight’s walls and drove her crazy.

A thin tentacle trailed along her thigh and came to rest beside her swollen clit. Carefully, it curled around the small bud and massaged it rhythmically, causing Twilight to jerk and squirm erratically in evident pleasure.

Spike grunted as he pistoned a tentacle into the tight cunt in front of him, relishing every movement that Twilight made against him. Her walls convulsed around him, milking him and caressing him in their velvety embrace. The sweet lavender scent of her arousal permeated the air in the room and drove Spike’s insatiable lust even wilder. He increased the speed of his thrusts, pounding into Twilight with hard, jarring pumps that bumped harshly against her cervix.

The tentacle in Twilight’s mouth throbbed madly and slowly started pumping inside her. It drew back, then snaked inside her tight throat again; the sweet fluid excreted by the appendage coated her tongue and mouth allowed its entry to be swift and easy. Its thrusts grew longer and more forceful as it forced its way deeper inside her body, eventually pushing its way through the long tunnel of her esophagus and bottoming out inside her stomach, causing it to bulge outwards with every stroke. Twilight, oblivious as she was, took no notice that her ability to breathe remained even though she wasn’t taking in any oxygen.

Each violent thrust drew a moan from Twilight, her body floating on the sensations that endlessly bombarded her senses. Each movement of the cock-like limb inside her pussy sent fire coursing through her veins and left her panting for more. She screamed out in bliss around the thing invading her mouth, her sleek, sweaty body writhing in pleasure as Spike used her as his own personal fuck-toy. The feeling of the tentacle delving into her throat and insides struck her rational mind as totally wrong, but any negative thoughts were washed away as it drew back, scraping against her tongue and the walls of her throat in the most erotic way possible and sending her into a sex-crazed frenzy.

Gasping hard, Twilight’s eyes briefly fluttered open only to squeeze shut again in anticipation. The maelstrom of sensations that had been gathering in her cunt suddenly coalesced into one point of pure, agonising bliss that exploded outwards, flooding her entire being with unending waves of pleasure. Twilight screamed out as best she could, straining against her restraints as her body convulsed in an earth shattering orgasm. Her stuffed, dripping pussy clamped down on the invading tentacle and the feeling of it sliding against her sensitive walls intensified with every thrust, prolonging her delicious orgasm.

While Twilight was blissfully unaware and otherwise occupied, Spike’s tentacles began pumping even more viciously into her. The member in Twilight’s cunt pulled back and rammed forward harder than before, breaking past her cervix and into the warm, fertile womb that lay beyond.

With a bloodcurdling scream Twilight convulsed again, her sopping pussy dripping with her juices as yet another orgasm ripped ruthlessly through her body. The aphrodisiac in her body warping her mind into thinking the torment she was suffering was actually pleasure, thus trapping her in the clutches of an endless climax.

Spike’s appendage pulsated, expanding to stretch Twilight’s pussy to its very limits. With a grunt his thrusts grew more forceful, her strained and glistening belly bulging with every stroke.

The tendril that was wrapped around Twilight’s clit unwound itself and slithered away, making room as another mouthed tentacle appeared and clamped its jaws around her sensitive button. Its tongue-like organ laved the nub while its needle thin teeth found purchase around the base of the nerve bundle, adding to Twilight’s already seemingly endless release.

Another tentacle-cock sought out the muscular ring of Twilight’s ass, quickly pushing forwards and imbedding itself in her incredibly tight passage. The delirious woman's moans came out as faint gurgles while she bucked as best she could against this new intrusion. Her stuffed holes pulsed and convulsed around the tentacles inside them, clinging desperately to them in an attempt to keep them from withdrawing.

Each time a tentacle drew back, Twilight feared they’d leave her for good and abandon her when her hungry body wasn’t satisfied. She had long since lost count of how many times she’d cum around the thrusting tentacles, but it wasn’t enough. Nothing could quench the fire that was burning throughout her very being for too long, but when the mind-numbing bliss of release rocked her to her core, she could forget about her needy body and lose herself in the sensations. Every time the limbs moved she feared it was for the last time, and every time they slammed back into her she screamed in joy, feeling safe with the knowledge that as long as they found her body useful she’d continue to ride on wave upon wave of all-consuming pleasure.

Another cock-like tentacle slithered into Twilight’s stretched asshole, joining its brother in thrusting into her nubile young body. They snaked deeper, their sweet, slick fluids making the journey higher into her form effortless.The invaders came to a stop a few inches later, when Twilight's rear passage became too tight for them to progress any further. In unison they both drew back until just their tips remained within the strong grasp of her ass, paused, then shot forward and buried themselves inside her as deep as they could. They quickly sought out a rhythm that allowed one to thrust in whilst the other drew back. Working in tandem with one another they quickly added to the already overflowing well of sensations that flooded Twilight’s mind, body and soul.

The assault on Twilight’s body continued for hours, leaving her exhausted and almost comatose from the near constant state of orgasmic bliss she was suspended in. As Celestia’s sun peeked over the horizon and Ponyville began stirring, Spike’s form tensed up and jerked forwards with a resounding growl. The tentacles occupying Twilight’s tired body stiffened and pulsed, their throbbing masses expanding to completely fill whatever hole they were in.

Dazed and confused as to why they were no longer moving, Twilight pried her eyes open and blearily focused them on the monster surrounding her. The bloodshot orbs flew wide as she watched the limbs seat themselves inside her, completely sealing her holes. She gurgled in protest, but her complaints were ignored as a torrent of horribly salty and thick fluid surged over her tongue. Choking in surprise, she squeezed her eyes shut again and painfully swallowed as large a gulp of the stuff as she could manage, lest she drown in it.

As she drank down mouthful after mouthful of the monster’s ejaculate, the tentacles in her ass and pussy bathed her insides in copious amounts of cum. The flow showed no signs of slowing for what seemed like an eternity to Twilight’s battered body, and she soon found, with growing fear, that her stomach and ass were becoming painfully full. Her belly was now swollen with the sheer amount of seed that lay within her, and the tentacles were so tight inside her that none could escape the seal they created.

A few panicked moments later Spike’s eyes opened and he moved, roughly lowering Twilight to the ground and dropping her unceremoniously in a heap on the floor. His tentacles fled from her form and merged back into the undulating mass of tentacles that was his body as his cum poured out of Twilight’s abused ass and pussy. With another growl he turned and smashed through the wall of the library and out onto the streets of Ponyville.

        Within seconds of being dumped on the floor, exhaustion overtook Twilight. Her limbs grew heavy and with a final groan her head hit the ground. The last sight she saw before she floated into unconsciousness was of Spike’s grotesque form advancing on Carousel Boutique, his heavy footsteps and commanding roars echoing evilly throughout all of Ponyville. Next Chapter: Chapter 2 Estimated time remaining: 23 Minutes