Rarity awoke with a start, a sudden panic overcoming her as she realized she was no longer in the same room she had been before. “Girls?” She asked, slowly turning in a circle.

All around her were great mountains of pillows, satin sheets, covering every square inch of the room, even extending under her very hooves. As she looked around she felt the faint scent of something soft and flowery tickling her nose, making her stop.

“Is that, lavender?” She asked the empty room.

The unicorn shrugged, and continued to trot around the room, baffled to find no obvious exit, window or anything that would suggest a way out. The mare reluctantly turned back to the center of the room and gathered up a small mound of pillows before plopping down.

“Can anyone hear me!” She yelled as loud as she could.

In the silence that followed she listened closely, but other then the sound of her own frantic heart there was no other sound. As the quiet deepened, so too did her panic and she looked about the room, desperately looking for anything that may lead out of the strangely relaxing and comfortable room.

“Well out of all the places to be trapped…” She muttered, settling into the small mound of pillows and giving her butt a wiggle. “I just need a moment to relax, that's it.” She smiled. “Then I’ll think of a way out of here in no time.”

The mare dragged another group of pillows under her, creating a small bed that supported her entire body quite well. A faint smile crossed her face as she settled into the pillows, feeling the soft velvety touch of the high end pillows as they caressed her form. The longer she lay there the more she felt her muscles relax and tension flow out of her body.

She couldn't tell what exactly the pillows were made of, as it felt like silk, or velvet but at the same time didn't, as it was somehow softer, and more luxurious than either of those other things. Each pillow seemed to hug her body, gently holding her, supporting her and ensuring she was utterly relaxed.

“Mmm this is nice. All I need is a good book and some grapes and I would be set.” She smirked at the thought of making an entire dress of this strange material. “That would be wonderful.” She muttered dreamily, running a hoof across a pillow and smiling faintly.

The unicorn lay there for several long minutes, her every worry and ache fading away into nothing. So relaxed was the pony that she didn't even notice as one of the pillows slowly grew a long, thin appendage resembling a tentacle. The long spindly pillow slowly wrapped around one of the mare’s back legs, making her coo, her body shivering at the soft sensation. It was so soft, so gentle, and so natural that she didn't even seem to care as a second and then a third tentacled limb sprouted from the mass of pillows and snaked around her limbs.

She shivered at the feeling, biting her lip as she felt a heat begin to grow within her. Everything was so perfect here, so completely relaxing that she hardly even noticed a trio of tentacles begin to wrap around her forelegs until it was already done. Only when one of the tentacles brushed across the wet lips of her pussy did the unicorn truly notice what was happening just beneath her nose.

Her eyes shot open and she stared down in horror at the strange black tentacles that had completely encased her forelegs and were slowly working up the rest of her body. “Unhoof me you ruffian!” She cried, yanking hard at her forelegs.

Whatever held her was far stronger than the unicorn, the soft and gentle pillows turning into a hard, and unyielding in a split second. She lit her horn, focusing her power on trying to tear one of the more adventurous tentacles that had begun to crawl up her neck. Yet no matter how hard she tried and how much she focused the tentacle didn't change course, never ceasing it's slow climb up her neck and across her face.

“No!” She cried, pushing everything she had into her magic.

The aura around the tentacle grew bright and brighter, until suddenly it stopped, being pulled away from the mare’s body by the glow of her horn. A wide confident smile crossed the mare’s face and she pushed even harder, forcing the tentacle back down and away from her face. She was about to turn her attention to the others around her forehooves when she felt a sudden pressure from between her back legs.

“Eep!” She screamed, feeling a strange appendage slip inside her moist pussy lips.

The distraction was brief, but all the tentacles needed, and the one that had grown up her face wrapped around her horn, shutting off her magic and clinging to the mare’s face, neck and forehead. “Stop, this instant!” She yelled, only for her voice to raise a few octaves as the tentacle pressed deeper into her sopping hole.

“Oooh my.” She muttered weakly, feeling her head grow light as a surge of pleasure coursed through her.

It was unbelievable, she had never felt something so pleasurable in her entire life, and the thin wriggly appendage was only mere inches inside her. So awash in pleasure was the mare that she hardly even noticed as more and more tentacles began to latch onto her body, hundreds of pillows pooling together and forming a great writhing mass of wiggling limbs.

Rarity tried to panic, to force her limbs to push back against the wave of pleasure that washed over her but she found herself helpless, unable to muster even an ounce of resistance. It was beyond mere words, and the mare found herself nearly on the brink of orgasm in mere seconds. Every facet of her being was touched, caressed, and lavished in attention, the tentacle inside her pussy wriggling as it pushed deeper and deeper.

Then out of nowhere it pulled out of her, leaving the unicorn stunned mid moan. “What, why did you stop?”

She turned her head, peering behind her to where the mass of tentacles had formed a solid cohesive mass that slowly took the shape of a rearing stallion. Rarity blinked in shock, watching as the black mass become more solid, bulging muscles forming beneath his velvety soft skin. His form rippled as it grew larger, becoming the perfect picture of power and control. Spiral horns grew from either side of his head, the point of which curved forward, following the strange stallion’s impressive jawline. Two pinpricks of blue grew from the stallion’s face, becoming a set of large, expressive eyes, which Rarity couldn't help but stare into.

“Wow.” She muttered.

Logically she knew he should be hideous, the way his form was the deepest black, the horns, the way his form seemed to twist, and shift, the strange texture of his fur. Yet despite all that she couldn't help but find her pussy growing wetter at the sight, the strangely attractive stallion drawing her gaze and captivating her imagination.

The stallion snorted before landing with a thump just behind her, his nostrils flaring as he took in the potent scent of a needy mare. She knew what was coming next, and though she wanted to panic, to fight, to stymie his advances, she couldn't, for she wanted this as much as he did.

The great demonic stallion stepped forward, his every footstep making the ground shake and for Rarity’s heart to quiver in her chest. She knew not what he was, but that didn't stop her from looking down and gasping at the sight of the utterly mammoth cock that hung from between his legs. Yet after first glance it wasn't merely long and thick, it was perfectly so, bent slightly to be able to hit deeper, it's medial ring was a little larger, and numerous bumps ran down the underside of the cock. Truly, the demonic creature’s endowment was one built to deliver the absolute most pleasure possible.

Her pussy quivered in anticipation, her lips wet and she only reluctantly tore her eyes from his impressive cock, her legs already spread and waiting. She lifted her tail aside, pressing her hips back and waiting as she felt the enormous creature step closer and closer, his body utterly dominating her own. Throughout it all his proportions never seemed to become so large that they looked strange, his body a perfect mix of form, and function, guaranteed to attract the lust of any stallion or mare that gazed upon him.

Rarity shivered, pressing her body upwards against the underside of the demonic stallion’s barrel, feeling the soft velvety caress of his fur across her back. “Mmm.” She moaned lustily, eagerly pressing against the soft, and tender underbelly of the male.

As he shifted into position she felt his lips press against her neck, trailing kisses up the side all the way to her cheek, yet when she turned, and tried to meet those perfectly soft lips with her own he retreated suddenly. Leaving her aroused, and wanting nothing more than to feel those tender lips but unable to turn her head and reach them. With an angry pout she settled back into her position, hoping he would eventually grace her with a grace her with a kiss but content with the feeling of his cockhead rubbing against her lips.

Her eyes went wide, and her mouth hung open as a low moan slipped past her lips, surprised to feel that even the tip of his cock seemed ribbed for her pleasure. Resistance bled from her mind and she felt her body begin to heat up as desire got the better of her, leaving her wanting for nothing less then to be utterly ravished by this handsome beast. The creature, however, did not seem to have the same fervent desire as her however, and it merely stood there silently, his hips moving up and down, dragging his cock head down her slit and covering it in her juices.

The mare whimpered, trying to push back against the creature but finding that her limbs were still stuck fast in the black tentacles that held legs in place. “P-please.” She muttered, while trying to push her hips back against him. “I need it.”

The male hummed a deep toneless humm, as if he were thinking about giving her what she wanted, yet wasn't clearly convinced.

What did he want? She thought to herself. What would I give?

As the mare considered just what she could offer to convince the stallion to give her what she wanted, she felt his cock slowly press against her, only pulling back the moment it felt like it was about to push inside. “MMmm!” She groaned, trying desperately to push back but quickly finding that her feeble muscles were no match against the black tentacles.

My body is already his, my mind is already his, what left could he want? She thought desperately. Something told her that he didn't want money, or favors, or even her boutique, but what else did she have other then…

“I’ll do it, please just fuck me already.” She whimpered, hanging her head low in defeat.

The deep humm returned, as if asking her what exactly she was willing to give up.

“Anything, everything. Please just give it to me, I need your cock inside me.” Rarity muttered, feeling the shame and guilt of her actions burn inside her.

Yet despite it all she couldn't seem to find it in her heart to regret her admission, he was simply too perfect, his teasing too arousing. The heat inside her having grown to a level where she would do anything to have it quenched, even if such a relief was purely temporary.

He hummed one final time, short brief, as if commanding her to speak it, to tell him what she was willing to give up.

Rarity whined pathetically, pressing her body back and trying to get that fat cock of hers inside her sopping wet pussy. “F-fine. Take my soul, my body, anything. Please, just fuck me already!” She cried.

Something hard pressed against both her ass and pussy at the same time, making the mare let out a startled eep as she felt them both press forward, pushing instantly against her holes. Rarity had never really been interested in anal, but if that's what he wanted, then that's what he got, and she would give it eagerly.

The mare groaned, feeling her holes both be penetrated by the demonic stallion’s perfect cock, her body clenching down on the ribbed heads of his cock. She could feel every bump and groove along his cocks as they pushed deeper and deeper, his body slowly rocking back and forth as he forced more and more of himself into her. Her coat began to darken, her cutie mark doing the opposite as they lost their distinctive teal color and became pure white. With every thrust her coat deepened and deepened, until at last it was as black as his own, her fur gaining a hint of the same luxurious feel as his had.

“Oh my gosh, your so big.” Rarity moaned aloud, not noticing the way her voice shook with an otherworldly timber.

The stallion snorted, his weight pushing down harder against her back, shoving Rarity against the floor and forcing the mare to further brace herself, grunting under his weight. “Warn me next time darling. I would hate to fall over.”

The demonic stallion ignored her remark, aligning his body with hers, until his limbs were perfectly placed beside her own, and his head rested firmly on top of Rarity’s. The mare herself hardly seemed to notice, merely relishing the feeling of closeness and pleasure that came with more of his perfect fur touching her body.

She wanted this more than anything, and she squeezed her eyes shut tightly, focusing on the sensations of his ribbed cock slowly pushing it's way inside her. Every subtle shift of his hooves and every small thrust were perfectly aligned to deliver the absolute most amount of pleasure and the instant she felt his medial ring press against her hole, she came, hard.

“Oh stars above, fuck me!” She cried, not noticing how her cry seemed to rise to the point of becoming a keening wail.

Her horn sparked, slowly beginning to recede into her forehead as two larger sets of ram like horns began to poke out from beneath the sides of her head. Her mane began to deepen in color, becoming a dark black with a single violet streak running through it, matching her now solid black fur quite well.

The demonic stallion knew he didn't have to wait for his mare to grow used to the size of his large cocks, and eagerly shoved forward, ramming his medial rings into Rarity’s tight holes. The mare moaned aloud, bucking her hips against him, not noticing the fact that the tentacles were gone, having slipped past her fur and into the mare’s body. Muscles she didn't know she had bulged and shifted under her skin and she shoved herself back hard against the stallion’s brutal thrusts.

Between the stallion’s desires and her own, it was mere seconds before the tips of his massive flared heads bottomed out inside her. She raised her head and cried out in unbelievable pleasure, acutely aware of just how much her pussy and ass were being forced to stretch in order to accommodate his massive girth. The bumps and ridges along his cocks were also perfect, seemingly hitting every pleasurable spot inside both her pussy and ass.

Just as she was about to push back and try to egg him on, he began to move, throwing his hips back before thrusting forward with every ounce of his not inconsiderable strength. Yet Rarity hardly seemed to notice, feeling only a soft thump of their hips connecting as he drove his cocks deep inside her body. “Yes, yes, yes!” She cried. “Fuck me harder, faster!”

The stallion obeyed, eagerly pounding his hips into hers at an increasingly relentless pace, molding her ass and pussy with every thrust, and making her second orgasm come rocketing to the fore. She gripped the ground tightly in her cloven hooves, the stone work crumpling beneath her powerful grip, chips of which went flying as she threw her weight back against him. Every thrust drew another moan from her lips, and though she didn't know it, also drove more and more of his body into hers.

By the time her second orgasm came and went his body had shrunk considerably, and Rarity’s horns had grown to the same size and length as his had been. The demonic stallion’s chin rested firmly against her head, holding her down as he continued to drill her over and over, his head slowly sinking into her form with each passing second.

The mare was so gone that she didn't even notice a bulge form just below her pussy, growing and extending until a large cock, identical to the one the strange stallion had, now rested beneath her barrel. Her mind was so utterly consumed by the flames of passion that she was only faintly aware of something strange pressing against her belly, but she paid it no mind. She had something more important on her mind, a thought that nearly consumed her very being and demanded that she service this cock as much as physically possible.

It was as if a part of her very soul wanted this, and if she had the presence of mind she would be able to sense the very wiring of her mind changing in order to make her focus completely on the act of bringing pleasure. Her pussy clamped down on his cocks, muscles she had never felt before beginning to squeeze and milk his cocks. Though she knew not how she was doing this, she could feel the stallion’s pleasure and knew he enjoyed it.

On and on the relentless fucking continued, until the stallion’s entire body had nearly melted into the mare’s. Her fur was black as pitch, and held the same unearthly sheen and perfect softness. Her horns were now long, having grown even longer then his had, while her mane had grown longer still, every strand now the deepest shade of purple. Her eyes were last, becoming a deeper, yet brighter blue, an unnatural glow beginning to emanate from within.

Her third orgasm was coming, and coming quickly and some part of her new senses told her that he was nearly there to. “Yes, your so fucking big, I love the way you absolutely stuff my holes full of your cock.” She whispered huskily, grunting as she pushed back against him. “Do you like that baby? Do you like the way your massive throbbing dicks make my holes stretch? Because I fucking love it.”

She pushed back harder, faster, and with an almost rabid intensity, until nearly his entire body had melted away. Then, with one final titanic thrust she shoved herself back, and screamed to the heavens, feeling something hot and wet explode inside her.

She came harder than ever before, her entire body falling limp against the ground, the weight on her back now completely gone. She was only half aware of this fact, and really only noticed his absence when she noticed his cocks had softened to the point of becoming liquid. Liquid that now flowed into her body, becoming a part of her.

She blinked slowly, looking down at her changed body with mild curiosity. Rather than be confused, or angry the former unicorn merely smirked, flexing her powerful limb and lighting her horns with a dark and terrible power.

“Oh this feels wonderful.” She whispered.

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