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How Twilight Sparkle Learned to Stop Worrying and Love the Baddies

by Penalt

Chapter 24: The Blasted Lands, Part 4

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The Blasted Lands, Part 4

Some hours later the two ponies awoke in complete darkness. Channeling light to their horns, Twilight and her companion spent a moment listening to the howl of the ever present wind outside of the seed storage cellar they had taken refuge in.

“I wonder if that wind ever stops?” Twilight wrote with her magic, as she divided the remaining apple seeds from the broken open barrel into two neat identical piles.

“Hmm,” Starlight hummed audibly before messaging back, “Wind Hammer’s Wild Weather spell should give us a few answers.”

The ebony clad unicorn pulled turquoise magic to her horn and unleashed it in a patterned burst, as Twilight watched and took a moment to admire how the glowing lines of Starlight’s survival suit accentuated the mare’s planes and curves. Starlight spent nearly a minute turning in a slow circle to fully take in what the spell was telling her. Twilight could tell from her pet’s reaction that the results weren’t good at all.

“This wind isn’t ever going to stop,” Starlight replied at last. “Once you get up into the stratosphere, the air is so hot it’s practically on fire. This whole world should be cooked worse than a briquet, but there’s a shielding layer of super-cold air just under the hot layer. It’s the heat and the cold bouncing off each other that’s causing this wind.”

“Any idea what’s causing either the heat or the cold?” Twilight’s words asked, as she began the process of having her suit absorb and process the seeds into nourishment.

“My bet is on some kind of magic gone haywire,” Starlight replied, the glow around her fading as the spell ended. “Do you want to know what else is weird?”

“What?” Twilight asked, taking a moment to put off the required faux fellatio of the solid mass in her mouth.

“Wind Hammer’s spell also gives times for sunrise and sunset,” the unicorn explained, beginning her own preparation to be fed. “I was hoping to use it to find out what time of year it is. But there was no reading for either. I even tried switching it to moonrise and set, but I still got nothing.”

“That is weird,” Twilight magically replied, before adding, “Well, guess I may as well get this over with.”

Tilting her head back Twilight sucked on the disturbingly realistic shaft in her mouth, pulling on it until it reached the back of her throat. Just in time she remembered to run her tongue along that gag’s underside and the suit obliged Twilight by forcing itself the last inch to seal itself in place at the back of her throat.

At the same time, the suit came alive at the opposite end of her body, assaulting some of Twilight’s most sensitive nerve endings. Once again, the fantasy of being spit-roasted by a pair of mighty stallions came to mind, as the suit pumped her stomach full of apple seed “cum” and deeply ramming her ass at the same time.

Twilight had absolutely no choice in the matter as her body and mind both exploded into orgasm under the calculated assault of the instructions Starlight had laid into the suits. After what felt like an eternity later, the alicorn mare managed to pull the shattered fragments of her consciousness back together, only to find herself lying on the floor with Starlight alongside her and shuddering in the final throes of her own feeding orgasm.

Twilight didn’t think, she simply reached out against her fellow encased pony and drew Starlight against her. The alicorn made comforting humming noises while keeping the other mare close up against her in an enveloping hug. Twilight began to wonder if her intentions had been misread when Starlight began to buck back against her, writhing and grinding away.

A few moments later however, the other mare realized was she was doing and suddenly froze, and even through the muzzle Twilight could hear, “Umm..”

“Don’t worry about it,” Twilight signed back, a moment later as she released the mortified unicorn. “Meal times are fun times.”

“Annnyway,” Starlight wrote back as she got to her hooves. “We should collect some seeds, fill up on water and then get going.”

Turning away from each other, the two mares busied themselves gathering up water, food, and whatever supplies could be scavenged. Starlight had just finished making the remains of a burlap sack into useful strips of fabric when she turned to find Twilight gently lowering the bodies of Big Mac and Granny Smith into a pair of graves the alicorn had silently dug with her magic.

“This whole cellar is one big grave, Twilight,” Starlight sent, as the holes were covered over. “You didn’t have to do this.”

“They were Earth Ponies, this is where they would want to be,” Twilight replied, as a look of iron determination came to her face. “We’re going to fix this Starlight. Whatever it takes.”

“Whatever it takes,” Starlight agreed, and resolutely the pair turned toward the exit tunnel and set out.


For hours the two ponies walked through the eternal gloom of the tunnel dug by this world’s Pinkie Pie years ago. It was a testament both to Pinkie and Earth Pony magic that the tunnel had not only held out for the intervening stretch of time, but that it also had rest stops hollowed out at regular intervals. One of which even had a small water well in it that reached down to some unknown aquifer.


And so, what had started as a journey to find the mysterious “Bolthole” gradually became an exercise in tedium. The endless darkness broken only by the dim light of the traveller's horn magic and the faint glow of the mana lines that pulsed and flowed along the curves of the two ponies’ suits. Twilight, her own lavender lines casting a pinkish glow, found her eyes locked on the turquoise highlights created by Starlight’s suit in front of her.

As the encased ass in front her bobbed and moved, the pulsing lines of power flowing in and out of the plug trapped in Starlight entranced the alicorn and her mind began to drift in thought. Perhaps this is the way Twilight’s own world should be.

Starlight was an extremely powerful unicorn who more than once had demonstrated that she had the power to mold time and space to her will. It was only right and proper that such power and ability should be kept in controlled restraint, lest it run amok, and do untold damage yet again. On top of that, Starlight was “only” a unicorn.

Princess Luna, as Nightmare Moon, had vowed to bring Night Eternal to the world and had only been defeated by the Elements of Harmony. Twilight had battled Tirek to a standstill, who had possessed the magical might of every pony in Equestria, who wasn’t a princess. Worse, Twilight had once mind-controlled all of Ponyville with her “Need-it, Want-it” spell.

For better or worse, the Princess Celestia of 143’s world may have been on to something. There had to be a way to both allow ponies with alicorn levels of power to use their magic, while still preventing them from abusing that power, and perhaps these suits were the way to do it.

Twilight spent a few more moments in silent contemplation of the tight glutes and thighs in front of her. Of the way they shifted and moved while flowing lines of power pulsed a rhythm along Starlight’s back legs.

The only way it would work, Twilight realized, was if every pony with that sort of strength was suited. That was where 143’s Celestia had gotten it wrong, where she had gone from a protector of her ponies, to being their Mistress. From being one of them, to appointing herself as Eternal Dictator. For the good of all, Celestia had to be sealed into a suit just as much as Luna, Starlight or Twilight herself.

Twilight’s mind spun the fantasy of confronting Celestia with the suit idea, of her mentor rejecting the idea from her ebon-clad former student, and then of Celestia’s startled shock as Twilight dropped a large blob of suit material between the solar alicorn’s shoulder blades. Celestia would struggle, of course, but Twilight knew from personal experience that it would be useless.

Celestia would try to fight the symbiote, as it first encased her throat in a tube of flexible material and then spread down her forelegs. Magic applied to the spreading blackness would only speed the process as it wrapped and bound ivory limbs, encased and contained swan-like wings and encircled Celestia’s barrel in a tight, binding corset.

At this point Twilight’s mentor would likely try to flee or call out for help, but it would be too late as Celestia would find her mouth invaded by an inflating gag much like the one in Twilight’s own mouth, and both sets of her limbs either hobbled or bound completely by that time. The suit being nothing if not efficient at reducing an alicorn to helplessness.

As the suit slowly enforced it’s will on Celestia, the powerful mare would likely try to fight back physically, only to discover how the suit could control her own muscles through precise electric shocks. Gradually Celestia would exhaust her resources, both physical and magical, and the bound and silenced alicorn would then feel her most sacred spaces being invaded as the suit completed its envelopment by filling Celestia’s pussy with its invasive medical monitoring probe.

Twilight could see the shuddering, jerking spasms in her mind’s eye of her alicorn mentor finally succumbing to the controlling pleasure of the suit, as it completed the capture of Celestia by sinking a final latex shaft deep into her ass and sprouting the second tail that was the suit’s transmitter and measure of the suit’s health.

Only once Celestia was completely subdued, her eyes glazing over with exhaustion and mind mazed by endless orgasms, only then would Twilight lock the silver—

“Oof,” said Twilight aloud, as she walked into a suddenly stationary Starlight.

The unicorn promptly proceeded to collapse underneath Twilight’s sudden accidental assault, which caused Twilight to fall on top of her and the two ponies found themselves tangled up in each other. By the time both mares had managed to disengage and get back up to their hooves Twilight had almost forgotten what it was that had so thoroughly distracted her in the first place.

“What the heck was that all about?” asked Starlight’s words, dusting dirt off her suit even as it filled in the few scrapes it had taken from its stores of material.

“Sorry, was just sort of lost in thought there,” was Twilight’s reply, who for once was very glad that she was thoroughly gagged and muzzled, and thus unable to give anything away by what would have been a very embarrassed tone of voice. “Why did you stop?”

“‘Cause of that,” Starlight’s reply said, along with a glowing arrow that pointed at a stone door set into the tunnel’s end.

“Guess we have to go outside from here on out,” Twilight concluded, before adding, “Applejack said she would try to leave directions. Do you see a marker or any— oh!”

Twilight broke off as Starlight’s radiance lit up a series of words that had been carved into the stone wall reading, “GO EST TO RVR, TAK RVR N TO CAVE NDR WTRFAL”

“Direct, to the point, and with as much bad grammar as possible,” mused Starlight’s writing. “That’s definitely Applejack.”

“Okay,” Twilight’s word sign said, as she cast a spell that generated a map of the area. “As near as I can tell there is what looks like a dry riverbed to the east. I’m guessing that’s where we want to go.”

“Can you make the map any bigger?” Starlight replied back, studying the generated map. “Maybe get some more detail?”

“Not with the suit keeping most of my magic under wraps,” Twilight wrote back, shaking her head for emphasis. “This is as good as it gets. I figure about a six to eight hour walk.”

“Let’s go then,” Starlight replied. “The sooner we get going, the sooner we get out of what’s outside.”

Together, the two ponies opened the stone door and stepped out into the daylight. As before the ever-present wind blew dirt and grit past them, underneath a sky that was nothing more than shades of grey; some lighter, some darker, but overcast and grey all the same.

Twilight looked back to see that the door they had emerged from was set into a rounded stone outcropping which had been sandblasted and scoured until every surface on it was rounded and weathered. As she closed the portal back into the underworld Twilight saw Starlight casting a spell of her own, and stepped over to see what her unicorn companion was up to.

Starlight Glimmer had caused two things to come into being. The first was a map that was a duplicate to Twilight’s own, only with the addition of a glowing red “X” indicating their position, along with a dotted line showing their intended route of travel. The second item was a timer that was counting down hours, minutes, and seconds, starting at 174 hours.

“What’s that?” Twilight asked with her writing, half expecting the answer but needing to ask anyway.

“Time to lethal exposure,” Starlight replied, confirming the alicorn’s suspicions.

Nodding in acknowledgement, Twilight set out along the indicated course, with her companion following closely behind. Through it all was the constant howling of wind combined with the slither of sands that had once made up a happy and thriving pony kingdom.

For hours the pair traveled across a nearly trackless expanse of shifting ash and sand, broken only by rock outcroppings, the crumpled remains of buildings, and once by a railroad grading rose up like a long, narrow reef. It became apparent that without the beacon of a visible sun or moon through the oppressive cloud cover, it would be extremely easy to get lost.

“Good thing we made ourselves a map,” Starlight commented, as the banks of a now dusty stream came into view out of the omnipresent blur of debris filled wind. “Hey look, I think we found it.”

“Thank Celestia,” Twilight wrote back, descending into the rocky streambed and turning to the right. “I thought we were never going to find it.”

Neither pony considered the possibility that they might be travelling along the wrong watercourse, or that Applejack’s message had said “river” and not “stream.”

The stream banks were eroded, but even so they provided some shelter and Twilight noted that the air seemed clearer and lighter along the path the old stream gave them. Occasionally, Twilight noticed Starlight checking rocks set into the streambed and the bits of detritus that had managed to hide in their lee.

“Find anything?” Twilight asked after the sixth such check.

“Just some bits of odd black rock,” Starlight replied, her words oddly fuzzy for a bit before their edges sharpened up.

“You okay?” Twilight asked, as it wasn’t normal for Starlight to be less than bold with her magic.

“Yeah, I’m fine. Why?” Starlight responded, her words as sharp and strong as ever.

“Just checking. Nothing to worry about,” Twilight wrote back hastily, and then adding in much bolder letters. “Look! Look up ahead.”

The broad path of the dried up stream appeared to be giving way to an equally dried up bowl that was the remnants of a small lake or a large pond. At the far end of the oval depression was a cliff with a scoop out of its top and the dark opening of a cave at its bottom. The obvious remains of a small waterfall that had covered a cave when there was water here.

“Oh hey, look at that,” Starlight wrote, gesturing toward the cliff. “That’s where all those little black rocks came from.”

“I wonder why the cliff is black while everything else around here is grey or tan?” Twilight mused, as she noted the difference between the cliff and the surrounding strata.

“It’s probably an upthrust basalt,” Starlight pointed out, and the only thing that kept Twilight’s jaw from falling to the ground in shock was the muzzle around it. “You can see how it resisted erosion better than the surrounding rock.”

Twilight just stood and stared for several seconds.

“Hey, I’m no rockologist, but I know a thing or two,” Starlight added, her body posture having ‘smug’ written all over it. “So, should we go in, Mistress, or should we stand here and keep getting cooked under a low fire?”

Starlight walked toward the cave entrance and Twilight could hear her snickers clear through the unicorn’s own muzzle. The alicorn took a moment to smile as best she could at the other pony before quickly trotting to catch up with Starlight just shy of the mouth of the cave.

“Seems kind of small, but I guess maybe they had to do that to keep it secret?” Twilight commented, as she stepped up beside her friend.

“That and basalt is pretty tough, so it wouldn’t have been easy to tunnel through,” Starlight replied. “Though up close, I don’t know what kind of stone this actually is. Like I said, I’m not a rockologist.”

“Oh, you rock all right,” Twilight responded, giving her pet some earned praise before taking the lead and entering the narrow tunnel.

Initially, the two ponies had to walk single file, with their horns aglow to see where they were going, but within a few minutes the passage widened and they were able to walk side by side as they descended. The tunnel continued to widen until the walls were far enough apart that a wagon could have driven between them. It was at this point that Twilight discovered a fallen set of saddlebags along one wall of the tunnel.

“Somepony drop it?” Starlight asked, as her companion turned the long lost piece of tack inside out, finding nothing.

“Maybe,” Twilight answered, before noticing a series of small green orbs that seemed to be glowing. “Hey Starlight, turn off your horn light.”

“Yes Mistress,” was the immediate reply, as Starlight easily slipped back into her submission.

Twilight absorbed the change in her companion with a small smile but it was a secondary consideration to what she saw as she cut off the light from her own horn as well. As the ponies' eyes adjusted, it became clear that their own lights had been overpowering a steady glow being emitted by the small green bulbs. Twilight poked at one with a black clad hoof and was surprised to feel it give under her hoof.

Starlight, these are organic!” Twilight dashed off in tall, underlined letters. “They’re alive!”

“That’s the first living thing we’ve found so far!” Starlight enthused. “We’ve got to be on the right track.”

“Let’s keep moving,” Twilight commanded, receiving a hearty nod of agreement from Starlight.

With their hoofsteps muffled by the enveloping symbiote that was bonded to them, both ponies walked deeper into the tunnel, which continued to be lit by a growing number of the green bulbs. Not only were there more of the bits of organic light but they were growing in size, until, as the duo emerged into a large grotto the bulbs were the size of a pony’s head, growing all along edges of the cavern walls..

Not seeing an exit, Twilight turned to ask Starlight if she saw anything, only to realize that her magic wasn’t working. Try as she might the alicorn was simply unable to make the now common mystical writing appear, and from the look on Starlight, it would appear she was having the same problem.

“Gmrph hrrfm,” was the best that Twilight could vocalize, gagged and muzzled as she was, and in that moment the alicorn realized that both of the bindings on her voice felt… odd. No longer solid masses with only a small bit of give to them, the cock gag in her mouth was feeling chewy, as if it was spreading out and her teeth were sinking into it, while the muzzle that had been holding her jaw closed for so long seemed to be relaxing and stretching.

As Twilight was trying to process these sensations, her body was assaulted by a sudden feeling of heaviness, as if the world had increased its gravity. Quickly following that was the feeling over every hair of her coat being tugged at and to her utter shock, Twilight began to see something she had never expected to observe.

The symbiotic suit that had bound and been bonded to her was coming off, all on its own. In the past, when the suit had been removed, it had still behaved as the semi-thinking, nearly brilliant piece of magic technology that it was. This time there was no purpose to its movements, no action that would show the suit material as anything other than a black liquid succumbing to the pull of gravity.

A coughing sound drew Twilight’s attention and she looked over to see Starlight hacking out the last bits of her gag as her own suit flowed off her into a growing puddle on the floor.

“Starlight! What’s going—uhhn,” Twilight groaned out, as her nether regions reacted to the sudden loss of the cock that had present for so long.

“I’m not sure,” Starlight replied, stepping clear of what appeared to be a dead puddle of darkness by her hooves. “But I’ve got a bad feeling about this.”

“Me too,” Twilight confirmed, looking around and seeing only green lit walls and blackness from the ceiling. “Can you make some light?”

“Not even a spark,” was Starlight’s response. “Hey! Do you think—EEK!”

Starlight’s yelp of shocked surprise came as a large grey thing landed on the unicorn’s back with a wet squelching sound. It immediately came to life, whipping out a series of thin grey tentacles to wrap around the base of Starlight’s neck and shoulders.

“Get it off!” the unicorn screamed, dancing around and trying to pry the squid like thing off of her. “Get it off!”

Twilight began to move forward, when something hit her own back, and she whipped her head around to see that another grey, tentacled, blob thing was quickly wrapping its own muscular cords around Twilight’s wing roots and around her barrel. The alicorn lifted a back hoof to paw at her attacker when yet another blob landed on her rump, quickly seizing her dock in an iron grip and whipping lines of flesh through the creases of both thighs.

“They’ve got me too!” Twilight yelled back, as the things began to drop in rapid succession and she was forced to concentrate on her own struggle as yet a third creature managed to land on the back of her neck.

“They’re <gak> ambush predators,” Starlight choked out, blob squids now squeezing her neck and barrel with multiple constricting cords of suckered tentacles. “Trying to… strangle us.”

Twilight had already come to the same conclusion. She could feel the shifts in tension and strength every time she took a breath. The creatures would ease up a bit as she inhaled, only to clamp down even harder on the following exhale. It was an intimate struggle as the tentacles wrapped and tightened, of life giving air slowly being denied her, of more of the things lashing out for anything they could grab onto.

Twilight’s ears were even grabbed and hauled back on, stretching her neck and allowing the growing choke collar of intertwined tentacles even greater access to her precious airway. The pressure was becoming too much to bear, and the alicorn could feel her breath and blood cutting off even as her legs were wrapped into ineffective columns.

Her breath coming in gasps now, the alicorn looked over toward her companion, only to see that Starlight was practically buried under a writhing mass of tentacles that humped and moved with what were likely the unicorn’s dying struggles. The lines of flesh that were squeezing Twilights teats and clit were practically afterthoughts at this point.

This is it, Twilight thought, collapsing onto her side, unable to stand up any longer.

The pressure on her neck and barrel increased, and breathing became impossible. The roaring in her ears overpowered the sound of even more of the things landing on and around her, and as Twilight’s vision began to fade her air starved mind went off on an odd tangent.

She recognized these things from somewhere.

In that moment of odd clarity, as a helpless Twilight went utterly still in complete surrender to the predators that had brought her down, something amazing happened. The tentacles around her throat slackened. Not much, but enough to allow Twilight to suck in a long shuddering breath. Even the living corset around her barrel and let off enough pressure to allow her to breathe.

A second breath relit Twilight’s mind and senses, but as she began to try to move again, the tentacles reaffirmed their death grip on the pony, even adding more tentacles that nuzzled up against her pussy and ass. Immobilized again through constricting suckered cords and lack of oxygen, Twilight was grateful when the things again slacked off enough to let her breathe, and she again sucked in needed air.

Only this time, the air was followed by a tentacle that filled her mouth in conjunction with two others that abruptly penetrated her ass and pussy without even a moment of preparation. Twilight shuddered with painful shock as her abused orifices again had to accommodate intruders, which began to hump and writhe inside of her, stoking her inner fires in spite of herself.

A sort of slimy gooey liquid began to be pumped into Twilight’s mouth through the tentacle there, and she tried to spit it out in automatic reflex, but the choking collar of living ropes around her throat writhed sinuously against the long column of her throat working her muscles and forcing her to swallow the vile spunk.

The slimy goo came in pulses each time the tentacle flared wide in her maw, almost like a stallion cumming in her mouth, and as she compelled to gulp down more of the stuff the alicorn began to feel a warmth settle over her body as it reacted to whatever it was that was being pumped down her throat..

At last, Twilight could swallow no more of the vile glop even forced as she was, and it was with a gasp of relief that the tentacle withdrew. However, the length of flesh was not done with her and it proceeded to smear the slimy remnants all over Twilight’s face and muzzle, forcing her to close her eyes as they were covered by the gluey glop.

Meanwhile, the tentacles buried deep in both of Twilight’s intimate passages decided to react to the growing heat of their captive by rippling and flaring themselves wide in an alternating pattern. Two pumping ripples followed by a flare that pushed against Twilight’s inner walls, drawing a groan of pleasure from her as their motions dragged along the mare’s most sensitive nerves.

Pump, pump, flare.

The living ropes that cocooned the alicorn from the top of her neck to the ends of her hooves joined in the pattern of motion, becoming a single pulsing mass of muscle that worked and squeezed against Twilight. The mare, unable to resist, felt her body begin to react and undulate in time with her fleshy bonds.

Pump, Pump, flare.

Twilight was nothing but a lump of flesh now, one that moved and breathed and squirmed in time to the rhythm of the pulsing chains of grey flesh that held her in a grip of steel. She was being fucked from both the inside and the outside, the ultimate cocksleeve.

Pump, Pump, Flare

Twilight couldn’t see anymore, the slime over her face and muzzle had hardened into a solid mass, blinding her. All she could hear was the shifting of the coils enmeshing her, all she could smell was the combination of her sweat and their skin, all she could feel was their complete dominance over her, as they moved her body in a strange, rolling wave.

PUMP, Pump, Flare.

Then she felt it. A round something that pushed against her lower lips. An impossibly huge mass that pressed against her insufficient opening like a battering ram poised to strike. A moment later, another series of pumps and flare pushed the mass forward, stretching her wide with ecstatic agony as the mass breached her gates to nestle deep inside her.

PUMP, PUMP, Flare.

Another round cannonball of orgasmic destruction nosed against her flesh, but this one was poised at the gate of her most forbidden passage. The muscles that guarded that place were of a stronger sort than their sisters below, and resisted the first attempt to stretch them wide to allow entry of the object. But the tentacles had their prey completely in their power, and one set of muscles were no match for their combined might and a second onslaught found Twilight anally destroyed with a mass lodged deep in her ass as well as her pussy.

PUMP, PUMP, FLARE.

I’m being bred Twilight realized, mind bending under the combined assault of pain and pleasure as a second ovoid joined the first deep inside her vagina. I’m being made into a broodmare, a breeding animal.

When the first mass in her ass was paired with a second, the thinking part of Twilight’s mind shut down entirely as it was overloaded by the waves of pain and pleasure that bolted through her in regular, pulsating intervals. Every pump pushed another sphere toward the mare through the maze of tentacles wrapped around her. Every flare of the ovipositor released another mass to join its fellows lodged deep inside the living incubator that had been Twilight Sparkle.

Some unknown amount of time later, the alicorn regained her powers of cognition. Twilight was still unable to see, but a quick self-assessment told her that she was mercifully free of the creatures that had wrapped her in a web of living flesh, and she blindly staggered to hooves whereupon multiple things became quickly evident.

First, her stomach, womb and ass were all filled to capacity and more. Every movement Twilight made caused the masses inside of her to move and shift, sometimes pleasurably, sometimes most definitely not. Secondly, the slime that her face had been covered in had hardened into an opaque mass that she could neither see through, nor break with a hoof.

Third, some of that same slime had remained in her mouth and had solidified around her teeth and tongue, locking them in place and keeping her mouth partially open. Fourth, and finally, one of the creatures was still riding on her back. Which she found out when it delivered a stinging whip blow with its tentacles to both of her ass cheeks, driving Twilight into rolling, forward motion.

Unable to see, barely able to hear, Twilight staggered forward. Every time she tried to stop there came another searing whip blow to either side of her tail, driving her forward like an unthinking beast. Like an animal that had served its purpose and was being driven out to pasture. One time, the sharp strike was to her shoulder, levering her into a harsh turn, and she stumbled up against something soft and furry.

“Wheeeheee ah,” sounded a shocked whinny, and Twilight was just able to recognize it as Starlight’s voice. An unfelt stinging slap sounded in Twilight's ears, followed by another inarticulate cry and Twilight realized that her friend was being whipped along through the passage as well.

“Wheehesse,” Twilight whinnied back, in her attempt to say Starlight’s name and give the other mare some comfort.

Both mares were the recipients of yet more slaps to their ass cheeks, motivating them along. Twilight was oddly glad for the forceful encouragement as moving with a completely stuffed belly, pussy and ass was difficult, at best. Even worse was the fact that what was crammed into her intimate passages wasn’t just a single lump or shaft, but rather a series of solid round masses that moved, shifted, and rolled around inside of Twilight.

Every step was a battle to avoid succumbing to an orgasm as the things slid against her G-spot, or ground against the opening to her womb, or rubbed the thin wall of flesh between vagina and ass, which has its own cargo of round masses that slid back and forth. Twilight tried to expel the things inside of her, only to realize that more of the slime had been applied to her body there, sealing her openings behind the same hardened shell that now covered most of her head.

Another set of burning slaps to her butt set the alicorn into a painful gallop, and as she felt the wind strike her body Twilight realized that her “rider” had driven her out of the cave that she and Starlight had thought held the promise of sanctuary. Instead of finding the haven they sought, they had been attacked, forced to swallow some horrible sort of fluid and implanted with what were probably eggs of some sort.

A final whip strike followed by a lightness on her back told Twilight that she had been released by her hideous captors and she wasted no time in trying to channel power to her horn in order to free herself. Instead of the glory of magic filling her, Twilight was instead overcome by ecstatic agony as the things inside of her seemed to go into a frenzy of activity, driving all conscious thought and sorcery from Twilight’s mind.

When she came to, Twilight was lying on her side, the things inside of her reasonably quiescent again. Gingerly, she rolled upright and whinnied out a call for Starlight, only to hear nothing. Blinded and almost deafened as Twilight was herself by her own encased head, Starlight must have walked right past Twilight without even noticing her.

Getting back to her hooves, Twilight set off as best she could in search of her companion and calling out every few minutes. Every so often the things inside of her would shift and stir, and the mare would shudder and writhe, letting herself enjoy the stimulation now that she was being allowed to. After what seemed like endless hours of walking Twilight thought she heard an answering call, and she turned in the direction of the noise, only to again feel something slide around her neck and jerk tight.

Survival instincts and remembered terrors leaped to the fore of Twilight’s mind and she reared, spun in place and began to run. The thrill of success filled her mind as she felt something being dragged behind her, and the grip on her neck slacked. The victory was short-lived however, as seconds later another, stronger, circle of constriction locked itself around Twilight’s throat and began to again close off her windpipe.

Vowing not to go down without a fight the alicorn reared and bucked, stomping her hooves and lashing out as best she could, until something looped around all four of hooves at once, cinching them together and bringing Twilight down in a heap. A weight fell onto her side, and the mare began to blindly lash out with her horn until a voice stopped her cold.

“Easy there, sugarcube. Yer safe. Ah’ve got you. Ah’ve got you.”


Author's Note

Well, that was quite the chapter. <fans self>

To quote Jayne Cobb, "I'll be in my bunk."


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A.P.O.N.I
Shaushka
Machara
Jamin P Rose
Raging Mouse, and
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How Twilight Sparkle Learned to Stop Worrying and Love the Baddies

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