Chaos.

Everything was chaos.

Not even an hour earlier had the exhausted body of Twilight Sparkle been found. At the time, she was in the midst of a quickly fading period of lucidity, and had barely enough time before she passed out again to warn those who found her of the monster that would soon be terrorising Ponyville.

They didn’t believe her at first, but mere minutes later another pony found the abused forms of Cloudchaser and Flitter lying in the dust of a seldom used street on the outskirts of town. When it was found that their stories were remarkably similar to that of Twilight’s, shock went through the town.

Preparations had to be made, and precautions taken. They couldn’t allow anypony else to be violated such as poor Twilight, Flitter and Cloudchaser had been.

They didn’t know what the monster was, only that it was hungry for something that none of them wanted to give. Some debated that it was a monster from the Everfree forest, while others thought that it was one of Twilight Sparkle’s rare failed experiments. However, the vast majority came to a general consensus: it had to be an animal of some sort, and who better to deal with misbehaving and volatile animals than the meek little woman who lived on the edge of town?

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Hurried footsteps echoed throughout town as everyone scrambled for safety, but one frantic set of footfalls came to a stop outside of a quaint little cottage near the edge of the Everfree forest.

“Fluttershy! Come quickly,” the owner of the footsteps called. “We need your help! There’s a- an animal… thing in- in town! It’s doing unspeakable things! Just- just hurry!”

On the other side of the door, a startled noise sounded from the woman hiding underneath her soft pink hair. Fluttershy’s eyes flew wide for a moment, her heartbeat picking up its pace as she scooted away from the source of the loud noise.

“Fluttershy! Come on! We need your help right now, it’s urgent!”

“Oh.” Fluttershy squeaked nervously. She hated being put in the spotlight. “I- I don’t know if- if I’m the right person to- to help…”

“We don’t have time for this!” the voice hollered. “Get out here now and help us for Celestia’s sake!”

Fluttershy squeaked fearfully, but managed to climb shakily to her feet. If Ponyville was in danger because of some rogue animal, it was her job as an Element of Harmony, and as the town’s only veterinarian, to try to get things under control.

With a deep, drawn out sigh the pale yellow skinned girl straightened her back and held her head up high. Reaching out to the door of her home, she opened it with a confident flourish, leaving her face-to-face with none other than Missus Mayor herself.

“Alright.” Fluttershy began, “Where’s the trou-”

“Oh Celestia! It’s coming! Fluttershy, do something!”

“Wha-” Fluttershy’s words froze in her throat as a deep rumble reverberated throughout town. With a loud crack, tree branches rained down from behind her cottage and hit the soft ground with dull thumps. Missus Mayor whipped around to face the noise so fast that even Rainbow Dash would’ve been impressed, leaving Fluttershy standing there, stock still and too petrified by the bone-shaking roar that echoed off the trees to even move.

Taking in a shaking breath, Fluttershy slowly got her wits about her and turned around to face what ever had the mayor so scared. Her timid teal eyes started at ground level and took in the thing’s lower half, where its purple and green coloured, tentacle-like limbs quivered and waved about erratically as it hauled its enormous bulk across the soft grass in a seemingly impossible fashion.

Her eyes growing wider every second, Fluttershy drew her gaze higher, letting her eyes fully take in the beast before her. A soft oh left her parted lips as she surveyed its swaying mass of tentacles, the slick-looking appendages grasping at the air, as if trying to reach something just beyond their alien grasp. Unidentifiable fluids dripped from the creature, rolling in oily rivulets down its heaving form to collect in the deep, uneven troughs that had been carved out in the dry dirt below from the thing’s slow, but steady trek forward.

Tentacles weaved in and out of the main body, crossing over and under each other in a tangled mess that covered the thing’s entire torso in what Fluttershy deemed a nearly impenetrable web of ever-moving limbs. This web blocked her view of its actual body, leaving her to wonder just what the creature looked like.

Looking higher, Fluttershy gasped at the thing’s face. Its watery eyes were wide and bloodshot and darted around wildly, giving it a terrifying, feral look that sent shivers of fear shooting down Fluttershy’s spine. She stared, completely transfixed, into its eyes. It was like- no. That was impossible. ...it was almost like, if she looked hard enough, she could see something deep inside it. Something that almost reminded her of one of her younger, fire breathing friends… but that was impossible, Spike was at the library with Twilight. And there was no way this thing could be Spike.

Completely impossible.

Right?

“Fluttershy! Do something already! It’s getting closer! Don’t let it come any closer, or it’ll hurt us like it did Twilight!”

Fluttershy’s head shot up and looked at Missus Mayor with fierce eyes. “It hurt Twilight?” she questioned quietly, a fire sparking to life in her eyes.

“Y-yes! Now do something!”

A small, almost inaudible growl came from Fluttershy as she jumped into the air and summoned her wings, shooting towards the creature tearing through the woods behind her home with lightning speed.

“Now listen here, you!” she hollered commandingly at it, the spark in her eye exploding into an anger-fueled inferno. “Just because you’re bigger than everyone else does not mean that you get to be a bully!” Fluttershy drew closer to it until she was hovering in front of its snarling maw. With a sharp intake of air, she opened her eyes wide and stared dead on into the thing’s own eyes, trying with all her might to imbue her will into the lingering gaze. For a few tense seconds the thing stared back at Fluttershy, not blinking or moving. Each of its tentacles stilled and drew in closer to its body as The Stare began to take effect.

“Now then, Mister, I want you to march right up to Missus Mayor and apologise for terrorising her town! And then you’re going to apologise to my friend Twilight, and the entire town for all the harm you’ve caused. Got it?!” Fluttershy narrowed her eyes at the creature and her gaze intensified. Shyly, the thing lowered its gaze and nodded what Fluttershy thought to be its head.

“Good!” she said rather forcefully. Flying back to give the thing some distance, Fluttershy raised an arm and pointed to Missus Mayor standing on the ground below. “Now go apologise, Mister.”

The thing seemed to shrink in on itself as it meekly turned to Missus Mayor and began advancing, Fluttershy following closely behind. A few moments later it came to a shuddering stop before the older woman and lowered its shapeless head closer to her.

“S- Spike n- not sorry…” it mumbled in her direction, close enough to the startled woman so that only she could hear its words.

“W- what?” Missus Mayor stuttered nervously.

“Spike’s not sorry!” it repeated, rearing up higher and growling loudly. “Spike’s never sorry! You give Spike more or Spike will take it from you!” it roared, blasting Missus Mayor with a hot jet of sickly smelling air.

“F- Fluttershy! Help me!” she yelled as the thing’s tentacles came back to life and wrapped themselves tightly around her arms.

“Missus Mayor!” Fluttershy cried, darting towards the other woman as quickly as she could. With terrified eyes she watched as the thing grabbed Missus Mayor and began dragging her arms behind her back, the painful position thrusting her chest forward and caused her bountiful bosom to strain against the cloth of her modest blouse. With a pop, the first three buttons of her shirt came loose, allowing the material to part and bare the tops of her breasts to the monster assaulting her.

With frantic movements Fluttershy grabbed on to one of the creature’s- No, on to one of Spike’s tentacles and tried desperately to pull it back and away from Missus Mayor. Preoccupied in her attempt to rescue the other woman, Fluttershy didn’t notice the tentacles that were drawing nearer to her with every passing second.

With a growl, Spike lashed out and caught Fluttershy’s lean legs within the grasp of his many tentacles. The timid girl cried out in fear, releasing the limb she was tugging at to grab at the ones that now held her prisoner. More of the dexterous appendages shot out from the main mass and latched on to her flailing arms. They tightened around her and drew her limbs as far apart as they would go, wrapping around her flickering wings and flattening them against her back as well. More of the slick tentacles wrapped around her waist and tore her already disheveled clothes from her prone body, leaving her bare and exposed to whatever demented whims Spike had.

Meanwhile, Missus Mayor struggled fiercely against the limbs restraining her. Her legs thrashed wildly, successfully keeping the tentacles from grabbing them, too. She strained her arms, bringing her upper arm just close enough to her head for her to twist around and clamp her sharp teeth around the tentacle binding them. With a shriek, Spike flailed his tentacle and flung Missus Mayor to the ground. Crying, the woman shot to her feet and started in the direction of town, only to be halted when a gasping call for help reached her ears. With only a moments thought, Missus Mayor turned back and ran towards the bound form of Fluttershy.

With a feral cry, Missus Mayor jumped up and grabbed a hold of one of the limbs restraining Fluttershy. Grunting, she pulled herself higher so that she was face-to-face with the younger girl. Her hands found the tentacles holding onto Fluttershy’s arms, and pulled, trying in vain to loosen their steely hold on her friend. Preoccupied as she was, the mayor still managed to notice one of the tentacles raising up and darting towards her. In self defense, she her arms drew up to cover her head, allowing the tentacle to wrap around both her wrists. Without her hands to balance her, Missus Mayor fell forward onto the naked form of Fluttershy. Blearily, Mayor raised her head to look Fluttershy in the eye.

“I’m sorry.” she whispered in defeat as countless tentacles descended on the duo. Slimy limbs dragged their potent aphrodisiac over every inch of Fluttershy’s exposed flesh as more tore Missus Mayor’s clothes from her body, leaving her screaming in anger and fear. More of the limbs wrapped around both Fluttershy and Mayor, tightening and bringing their naked bodies closer together as the drug began working its way into their systems.

Her tears still flowing, Fluttershy began to feel light headed as her body reacted to the new, alien substance in her bloodstream. The delicate petals of her flower started to glisten as droplets of her arousal built up and escaped her tight passage. Soon, the shy girl found herself rocking against the tentacles holding her not in fear, but in pleasure. Her creamy breasts heaved gently, scraping her puckered nipples deliciously against the smooth, warm flesh of Missus Mayor above her.

The mayor herself was in a position quite similar to that of Fluttershy. The tentacles holding her waved about lazily with others, touching and caressing her body in an almost gentle fashion as the arousal-inducing drug seeped into her body. The woman’s pink tongue dragged over her bottom lip, drawing it into her mouth as her angry breaths turned into ones of pleasure. The tentacles that had been stroking her body soon made their way to the flushed lips of her moist pussy. Two of the tendrils attached themselves to her engorged lips and drew them apart, clearing the way for a much larger tentacle to push into the mayor’s tight canal.

Missus Mayor grunted at the intrusion, but came to rock against it as the drug warped her mind, making it translate pain into pleasure. The tentacle pushed deep inside her, its rough but slick surface dragging against her sensitive walls and eliciting a ragged moan from her. Mayor bit her lip as pleasure washed over her, the movements of the tentacle in her cunt growing faster and more frenzied as time went on.

Groggily, Mayor realised she felt another bulge pulsing against her shaven mound, not realising that bulge was the tentacle that had delved into Fluttershy’s hungry cunt. It was thrusting hard into its own host, creating a small bulb-like bump to appear in her stomach on each stroke inwards. The bump pushed against Mayor’s hypersensitive flesh, stimulating her even more as more tentacles pushed into Fluttershy’s and Mayor’s assholes. The tight rings of muscle both resisted, but as wave after wave of pleasure assaulted their bodies, the tentacles wormed their way in.

Delirious with pleasure, Mayor hung her head limply. Having forgotten that she was pressed against another woman, she was surprised to find her mouth come into contact with another soft, lush pair of lips. With no hesitation, Mayor pushed against the other's lips and prodded at them with her tongue in an attempt to seek entrance into the warm chasm of their owner’s mouth. Fluttershy moaned into the kiss and parted her lips weakly for Mayor’s tongue as the limb in her cunt pounded forward relentlessly. Their tongues battled fiercely, each seeking dominance over the other as their bodies were used to satiate Spike’s demonic hunger.

The tentacles in their pussies slammed forwards in unison, both simultaneously seating themselves in the women’s warm, fertile wombs as they lost themselves in the never ending tidal wave of erotic heat. Suddenly, the tentacle lodged in Fluttershy’s spasming ass lurched forward and began traveling up through her body. The sensation of it delving past her insides threw Fluttershy’s mind into a tailspin as it tried to deal with the pleasure of the new invasion. Moments later the limb erupted from her mouth. The tip of the limb waved about uselessly for a moment before it continued its journey. It sank into Mayor’s open mouth, and crept down her tight throat, spearing her on its length and connecting her and Fluttershy.

The two mares shook upon their common invader as Earth shaking orgasms rocked them both. Their kiss grew more impassioned, and the tentacles buried within their bodies doubled their efforts. The force of their thrusts grew stronger, jolting their hosts’ bodies erratically with every pound forwards. The continued stimulation kept the duo suspended in a constant state of orgasm, their walls clenching down on their respective invaders relentlessly, causing their already hypersensitive walls to be exposed to more and more pleasure. The tentacles inside them slid deliciously against every inch of flesh that they touched, adding to the already overflowing well of pleasure that the girls were drowning in.

The tentacle spearing the two women emerged from Mayor’s puckered star and waved about aimlessly before making its way to her engorged clit. It curled around the bud of nerves and pulsed, sending shockwaves of pure sensation lancing through her strained body. A scream of satisfaction leapt from her gaping mouth as her cunt clamped down on its tentacle, milking it for all it was worth as a steady stream of her juices fell to the ground below. Mayor’s puckered nipples slid hotly against the sweaty body below her, gently tracing across Fluttershy’s own nipples and sending a whirlwind of erotic pleasure straight to her pussy.

Sensation flowed into one pinprick of pure pleasure centred in each of the girls’ bellies. The pinpricks grew larger, expanding to consume the girls’ bodies and minds, capturing them and holding them under the thrall of an orgasm that lasted an eternity. Their tongues battled around the tentacle violating their mouths and their cunts clenched desperately around the appendages in their pussies, trying with all their might to keep their invaders securely inside where they could milk all the pleasure they wanted from them. Subject to all the pleasure being forced upon their bodies, the girls quickly lost themselves to the twisting, flowing, indescribable feeling of climax after climax, and after what felt like hours of endless orgasms, they were both exhausted beyond belief. To their relief, the tentacles began to slow their pace, and for a moment it almost seemed like they were going to rest and give the girls a break.

Suddenly, the tentacles within their cunts shot forward with jolting thrusts, burying themselves within their innermost caverns. With a fearsome growl, Spike hunched over as his two prisoners watched in morbid fascination as large bulges traveled down the lengths of the tentacles buried inside them both. The bulges drew nearer and pressed against the already strained lips of their pussies before popping inside and traveling down to the end of the tentacle lodged inside their wombs. Great spurts of Spike’s cum shot forth and bathed their insides, the cascading rivulets of near searing hot fluid driving Fluttershy and Missus Mayor headlong into powerful new orgasms that had their walls clenching down on their invaders, milking the limbs for everything they had. Shot after shot of Spike’s thick cream flowed into them, causing their already bulging bellies to expand. And yet, strained as they were, not a single drop of fluid escaped. The tentacles pulsed and became enlarged, sealing all of Spike’s spunk inside the women.

A few agonising moment later the tentacles in their cunts withdrew, bringing with them a torrent of cum. Slowly, the tentacle protruding from Mayor’s ass drew back and began its retreat, winding through the bodies of the duo before sliding from Fluttershy’s gaping ass and joining the other waving tentacle in the main mass of Spike’s body. The other limbs restraining Fluttershy and Missus Mayor loosened their hold and allowed the two to fall unceremoniously onto the grass below. Fluttershy curled into a ball and wept, her tears falling into the damp grass below as Ponyville desperately tried to fortify its defenses against Spike and his terrifying tentacles.