Unleash the magic

by KingRayden

Revenge on the shadow bolts

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/ Unleash the Magic - Midnight Rising/ by Firesight/-/

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/ 1: Twilight Falling/-/

I am Sunset Shimmer.

Former unicorn mare turned human, ex-student of Princess Celestia herself. I've been living in this world for six years now, and though my physical appearance is now that of an eighteen-year old teenage human girl, I was once an Equestrian unicorn…

And, I just learned, in many ways I still am, deep down. A week ago the Friendship Games between CHS and Crystal Prep High took place, and a certain… incident occurred at the end. It was another, far different magical confrontation between me and Twilight—or excuse me, Midnight Sparkle.

And one that had a far different ending. Everybody from both schools saw it… and yet they didn't. They just recall Twilight transforming into what I can only describe as a human-alicorn hybrid and tearing open portals to Equestria, and the subsequent battle between me and her following my transformation using the same magical collection device she did.

They don't remember what else happened in and around all that, and that's how I'm going to keep it. The last of my magic that day was used to wipe memories of all present, both to protect Twilight and those she…

Well. To you who may read this, regardless of how you may have gotten your hands on it, know that I'm only writing it for myself, because it feels like if I don't tell the full story of what happened that day, I'm going to burst. Nobody else recalls. Nobody else remembers anything that happened that day—nobody except me and my friends, that is. You may question my decision, and believe me, you're not the only one. I still remember all my magical ethics classes back in Equestria, even if I didn't exactly intend to obey them back then, and what I did is something ponies have gone to prison for. If I forcibly wiped memories in Equestria, losing my place as the Princess's star pupil would be the least of my worries.

And for that, all I can ask is… just what else was I supposed to do?

I blame myself for a lot of it. It should never have come to the point it did and I should have intervened a lot sooner. Twilight's device was sucking up magic left and right, draining the element bearers—and worse, the portal itself—of their power. I should count myself fortunate that my friends recovered their magic so quickly just by being themselves, or I'd never have been able to draw on them for my own transformation…

Or else I'd never have been able to reach Twilight and set things right.

I have to take a deep breath before going on. The memories of what happened still… affect me. I can't even look at Twilight without remembering what she became, what she did… and in the end, what we did. The magic I experienced that day affected me too in ways that still haunt me. So if someone does find this someday, all I can say is this:

Read on at your own peril, and be ready for a tale that would make the most jaded hentai fan blush.

[right]—Sunset Shimmer[/right]

Let me say up front that in the end, I don't blame the poor girl. Princess Twilight's doppelganger she may be, but lacking all sense of purpose and self-worth, she was utterly overwhelmed by her classmates' manipulation and then by the released magic itself.

"Unleash the magic, unleash the magic…" they chanted like a mantra, circling her. "If we lose then you're to blame…"

You know, that's a hell of a load to put on anyone, never mind someone like Twilight who I'm sure had never stood up for herself even once in her life. Goaded and cornered, subjected to the most intense peer pressure I'd ever seen, the shy girl who just wanted to be left alone to pursue her studies gave in to the exhortations of her classmates and headmistress, though I could tell it was less for the chance to beat CHS than the promise of the knowledge that could be gained. And I'm sad to say, her headmistress, Principal Cinch, knew that perfectly well.

"Call it power, call it magic, if we lose it will be tragic, but more important is the knowledge we'll have lost," she told Twilight. "A chance like this won't come again, you'll regret not giving in… And isn't understanding magic worth the cost?"

Now that was a brilliant piece of manipulation, one (un)worthy of the old me, and poetically delivered to boot. Cinch recognized that invoking competitive fire or school pride didn't work with Twilight, so she instead appealed to her one true passion—her desire to learn. And I didn't know it at the time, but she was also dangling a recommendation to the prestigious Everton study course over the head of her student, threatening to withhold it if she didn't compete in the Friendship Games.

Despicable though it was, it worked, and in the end, that's all Cinch cared about—well, that and her 'legacy' which she did indeed solidify that day. Though she sure as Tartarus regretted it given she was the first to feel Midnight's wrath…

As all this was going on, I approached slowly, sensing Twilight's intentions but not the consequences of doing it. I was only thinking that the first opening she gave me, I'd snatch that infernal device of hers that had already caused so much trouble regardless of her protests, seal it, lock it away and then give it to our Twilight to research and properly dispose of… if she ever answered my latest letters, that was. And just what was keeping her? We could really have used her help right then…

Such thoughts were immediately lost as to my horror, Twilight cracked open the pendant, which allowed the contained energies to burst free, the shock wave knocking us all backwards. "Twilight, NO!" the now-sentient Spike shouted, leaping at her from behind as I did from the front, only for both of us to be all but blown back by the force of the blast. I was knocked on my flank while due to his smaller size he was thrown hard against a school wall, dazing him when he bumped his head, Twilight never even noticing him.

One of the first things an Equestrian unicorn learns in magic school is that magic is a living force. It has not so much a will of its own as a desire to seek a focus for itself, a suitable host to wield it. It seeks expression, and it doesn't much care about the end or the source. A fact Twilight learned firsthand as the magic orb took hold of her, levitating her up as a sudden wind whipped around her, storm clouds swirling overhead and crackling with lightning in response to the arcing energies. It certainly didn't do much for her modesty as her skirt was blown up, knocking loose her glasses and undoing her hair bun, turning her appearance much more into that of pony Twilight for just a bare moment…

A moment that was lost as the now-empty pendant fell to the ground with a loud clatter along with one of her shoes, the wind now tearing at her blouse and skirt with increasing violence until the latter was finally ripped away and the former was hanging on by mere tatters, revealing progressively more lavender skin.

It's funny what stands out for you at a time like that, and in hindsight it was very much a harbinger. And yet, for everything I saw then, the one thing I remember most keenly isn't her state of undress. It was the look on Twilight's face as she was raised up, very real fear on her face and tears in her eyes as she realized her mistake. "Help… ME!" she pleaded, screaming to be heard over the force of the wind, reaching out for to her classmates and principal for aid. Aid that would never arrive as the wind and light show picked up, shredding her clothes further as the light swallowed her whole, vaporizing her tears and then…

I could see just well enough to recognize the remains of her school uniform incinerate inside the sphere, her arched, naked body displayed in spectacular silhouette as the magic infused her…

At that moment, it was too late. Her fate was sealed, and ours was too.

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/ 2: Midnight Rising/-/

One thing I learned from my own little episode at the Fall Formal is that when magic takes hold of you like that, it remakes you. Not into something new, but in some ways the purest expression of your inner self.

Whereas I became a raging she-demon (though I've had at least a few boys tell me I was sexy like that!), in Twilight's case, she had raven wings, dominatrix apparel, her previously bunned-up hair turning into shimmering pink and purple flames… and even a pair of virtual glasses, fiery purple auras surrounding her suddenly glowing gaze. But what was most ominous to me… was her horn. Alicorn-length and sharp with deep groove running base to tip, it looked anything but friendly, glowing the same pale green as her eyes.

The transformation completed and I gaped as in that moment, I beheld… myself. True, Twilight was no raging she-demon like I had been, but in some ways she was even worse. For she wasn't driven by ambition or thoughts of conquest and power, or even by an unquenchable thirst for a knowledge, which was the only pleasure or purpose she'd ever known…

As I was about to learn, she had become a spirit of pure passion and impulse, perhaps best described as a corrupted human version of Princess Twilight with all limits and restraints removed.

You know, the whole nature-vs-nurture argument always struck me as beside the point, for I'm a firm believer that we're ultimately the sum of our choices. But sometimes, those choices are never made, and this was the result. It was what Twilight—our Twilight—might have become had she not found friends…

… and if she had no conscience or self-control, and if every single inhibition and internal barrier she ever had was removed all at once.

I watched as her expression changed, a grin as I'd never seen from her before breaking out across her face, and she gave a cackle that made me cringe, hearing again an echo of my old self. "You were right, Sunset Shimmer! I didn't understand magic before. But I do now!" With that, she shattered the Wondercolts mascot statue that sat atop the now-inactive portal with a single magical bolt and and ripped open a fresh portal in its place, a tear in the fabric of space and time through which I could see Equestria itself.

Coward that she was, Cinch backed away.

"Hey! Where are you going?!" I heard Sunny Flare ask.

She looked back only briefly. "Anywhere to avoid that… monster! And I suggest you do the same!" She turned to run.

Her retreat did not go unnoticed. "You're not going anywhere, you ugly crow!" Twilight all but cackled, a wave of coruscating violet energy emitted from her hand, causing stone walls to erupt out of the ground in front of Cinch, blocking her path. "None of you are!" she then added, containing the entire schoolyard behind an identical wall, too high to climb. A lucky few students had already run away, but the bulk of us were trapped within… and worse for us, as it turned out, Spike was trapped outside; I caught a glimpse of him coming to and beholding Twilight's transformed state with a look of shock and horror before the wall rose in front of him, cutting him off us.

Trapped, Cinch tried resorting to her usual bluster. "Twilight Sparkle, what are you doing? Release me at once!" she demanded.

"Twilight?" the creature that Twilight Sparkle had become echoed with a derisive laugh. "Your Twilight is no more, Abacus Cinch! My new name is Midnight Sparkle. Appropriate, don't you think, since my birth marks the beginning of a new day!" With that, she released a fresh wave of magic that bowled us all over again, openly revelling in her newfound power.

"Well… whatever you are, let us go! You have no right to keep us here! Release me at once, or I'll…" her voice trailed off as she realized how useless her usual threats were now.

"Or you'll what?" Twilight—or Midnight—talked back to her principal for what had to be the first time in her life, cackling again as she spoke. "Give me demerits? Or maybe detention? Or how about making me clean up the locker rooms?" she suggested mildly, but in mocking tones, making clear how feeble such threats were to her now, only for her eyes to narrow and aura intensify as anger suddenly took hold of her. "Or maybe just blackmail me? Threaten to withhold my scholarship if I didn't compete?" She bared her teeth and lightning flashed behind her in direct reflection of her growing rage, making Cinch cringe again and her students stare at their principal in shock, suddenly backing away from her as they sensed Twilight's wrath about to unleash.

"She… what?" Dean Cadance was beside herself, but Twilight ignored her as she suddenly picked Cinch up in her magical grasp and dangled her by a leg over an open portal that appeared to empty right into the Everfree Forest, threatening to drop her in. I didn't know what she'd look like as a pony and wasn't sure I wanted to know… or would passage through these portals even cause a transformation? They hadn't for the the students now dangling over the edge…

That was a question for later as Cinch looked up at Midnight in very real fear, her glasses falling from her face to be lost in the portal below. "I am your principal! You… you can't do this!"

"Oh, can't I?" Midnight asked, pretending to drop her for a moment to prove that she not only could, she would.

"Twilight, no!" Dean Cadance shouted out, getting Twilight's attention… and to my surprise, Midnight's expression softened at least slightly as she took in her school's second-in-command. Apparently, she respected her Dean far more than Cinch, but even that only went so far.

"Fine," Midnight said, moving her principal back over Terra Firma, only to smile as an idea took care of her. "You know what, Principal Cinch? The other students always said your bark is worse than your bite, and now I'm going to prove it!" With that, she dropped Cinch back to the ground, but that didn't mean she was was out of danger. Far from it, in fact, as Midnight's horn flared as she pointed and fired another magical beam before any of us could stop her… not that any of us could.

The beam hit Cinch. and suddenly, her legs turned into tree trunks, taking root in the ground beneath. The effect slowly crept up her body, incrementally turning her into a tree as her horrified students watched. "Please!" she pleaded, genuine fear on her face as her torso turned bark-covered and her arms followed, stiffening at awkward angles. "You can be Valedictorian! Graduate magna cum laude! No, maxima cum laude! Have your recommendation to Everton! Anything you want!" She pleaded increasingly desperately as the transformation overtook her head, finally silencing her.

Twilight, or the creature she had turned into, cackled again, and for the first time I saw a look of genuine malice in her eyes as she took revenge for her headmistress's extortion. "And what good does that do me now?" she asked with great glee, watching with satisfaction as Cinch's face froze into a contorted scream, her expression etched in the bark and single leaf sprouting from her mole. She was a particularly ugly tree, gnarled and twisted in an admittedly fitting reflection of her own inner self.

"You know, you were right about one thing, Principal Cinch. I would have regretted not giving in. For then I'd never know this power!" The expression on her face was gleeful as she began firing bolts that ripped open countless portals to Equestria, fissures forming in the air itself, expanding and lengthening with ripping sounds, chasing the students who increasingly had nowhere to run. One portal opened right where we were standing, forcing us to dive out of the way, while another exploded into existence right at the top of the school steps, chasing the Crystal Prep Dean and two CHS principals inside through the same doorway I'd once destroyed. I could later see them watching through windows, the anguish in their eyes as they unable to summon help or save their students, just as much a captive audience as we were.

Midnight, however, could have cared less as she continued to test the limits of seemingly godlike powers. "And who needs Everton anyway? I have a new course of study now, and it's magic!" she added, releasing a series of fireworks from her new horn that burst over the schoolyard very brightly, showering us all with magical sparks that tingled a bit when they touched. In fact, they felt almost…

I finally recovered my voice at that moment. "Twilight, you can't do this!" I pleaded as she paused long enough to watch the spread of the portals, the students and staff from both schools now looking at her in very real fear. A few were trying to climb the wall or call for help on their cellphones, only to find they had no connection—as I would already learned in the course of trying to study the pony-up phenomenon of my friends, magic interfered with electronics and electromagnetic signals, crippling them. Unless directly part of that magic like our musical instruments, plugged-in electronics often went haywire, but detached ones like cellphones that used little power could still use their local functions… though I couldn't imagine what good that would do us here. "Please stop!" I called her to again, struggling to make myself heard over the crackling of the portals and still-whipping wind.

She paused just long enough to turn her glowing gaze on me. "And why should I?! There's a whole other world right there, and it's just brimming with magic!" she emphasized her point by ripping open additional portals, delighting in each that appeared, each showing a different area of Equestria. At least one pony on the other side noticed and stopped short, but I couldn't afford to worry about that then.

I sensed there was little point in reasoning with her, but I tried anyway. "But you're destroying this world to get it!" I motioned to the still-spreading rifts around me.

"So what, Sunset Shimmer? There's a whole different world there, one I've been searching for all my life! It has magic, and I want to understand it all!" With that, she ripped open the biggest portal of all, the very ground of the schoolyard collapsing into a portal over a town I recognized as Ponyville—our Twilight's home, slabs of sidewalk concrete falling into it and several teetering students threatening to do the same.

If nothing else, I realized, Twilight's actions had finally brought the two normally implacable rival schools together as they helped each other, rescuing those in danger of falling through the rapidly growing rifts. But if this continued…

My mind raced. I knew I had to do something. Twilight—no, Midnight—was out of control, not of hint of concern or conscience on her face. Drunk on her own newly discovered power, she was ripping holes between the dimensions, tearing open ever-more portals into Equestria, not caring one whit about what would happen to those on this side of the portal… except insofar as she could get a little payback from years of pranks and emotional abuse, it would soon become plain. I think it became plain to her at the moment I saw the look of childlike glee on her face as she had the sudden realization that with her new power, she could do literally anything she wanted.

Anything… I realized with a chill as she turned her attention from Cinch and the portals to her former classmates, the ones I'd gathered had either barely tolerated or outright tormented her. And I knew from my own bitter experience what often happened when the tables were turned between the bullies and the bullied…

A fact that was far from lost on Twilight herself as she suddenly relented her efforts and alit on the base of the ruined Wondercolts statue, the spread of the portals ceasing to everyone's great relief. That relief was short-lived as she crossed her legs and rested her cheek on her gloved hand, giving a chilling smile as she looked out lazily over her cowering captives… focusing in particular, I noticed with a sudden sense of dread, on her classmates. "So then… before I depart this world forever… just what am I to do with all of you…?"

/ 3: Indigo Zapped/-/

We were in trouble. I knew that by everything from the sinking feeling in my gut to the numerous portals around me as Midnight remained perched on the ruins of the statue stand, studying her schoolmates with a look of lazy anticipation.

And things had the potential to go from bad to worse, thanks to my own ex-boyfriend. "Whoa! Twilight's gone crazy! I gotta stop her…" Flash Sentry shook off his shock and stepped forward.

"Flash, don't!" Applejack all but tackled him. "That ain't your Twilight! Ain't ours, either."

"Huh? What do you mean?" He looked confused.

Pinkie tried to be helpful. "She means that Twilight is obviously the Twilight from this world, since it couldn't possibly be the Twilight from the pony world, since the Twilight from the pony world doesn't go to Crystal Prep or wear glasses!" she repeated her earlier explanation, and got the same response as Flash stared at her as blankly as Celestia had.

"In short, that's this world's Twilight, not the pony world one! So she doesn't know you!" Rarity clarified.

"They're right, Flash. Don't," I added myself, blocking his path. "Please don't try to be a hero. It won't end well."

"What…?" He looked from me to Midnight again. "But that's Twilie! She'd never hurt me! I know she'll listen to me!" He broke away from us and ran forward towards her, leaping a small rift portal, causing all of us to cringe. "Twilight!" he called out to her, causing her to turn her head towards him. "It's me! Flash Sentry! Don't you know me?"

Midnight turned her gaze on him, visibly annoyed at having her thoughts interrupted. "Should I?"

"Of course you do! I was the first guy you met here! I invited you to the Fall Formal and we danced together! You like my guitar playing! Don't you remember?" At that moment, I wished I had my unicorn magic so I could mute him and yank him backwards. As always, his heart was in the right place, but his brain definitely wasn't.

And then he had to deliver the coup de grâce to the whole awkward affair. "We're a thing! It was love at first sight! You like me, Twilie!" he told her, causing everyone on the CHS side of the field to facepalm with a series of loud smacks.

I was certain Flash was about meet a worse fate than Cinch, but the look on Midnight's face was that of someone being made to suffer fools. She stared at him for several long moments with a supremely bored expression before replying. "I think you have me mistaken for someone else. And just why, pray tell, would I be interested in some idiot guitar-head like you?" With that, her horn glowed as she made a dismissive wave with her hand and Flash was suddenly swept off his feet and tossed bodily into the air. There was a loud clattering sound as he landed head first in a half-full dumpster outside the wall and the lid slammed shut behind him.

"Dude… harsh…" Rainbow Dash grimaced.

"Now that that little distraction is behind us…I believe I was I just about to decide your fates!" Her already-glowing eyes glittered as she swept her gaze back over to her Crystal Prep classmates. "You know, before I leave this miserable little school behind, there's some business to be settled first…" She turned to her right and pinned Indigo Zap with a stare, causing the normally cocky Shadowbolt to back away a step as she saw the look in Midnight's eyes.

I didn't know what she was planning any more than Indigo did, but we got an answer soon enough as Midnight suddenly floated back up. "So, Indy… remember that time in gym you locked me out of the showers?" She looked down on the suddenly cringing girl. "Let's see how you like it!" With that, she pointed a finger and fired another beam on her fellow Crystal Prep classmate and when it faded… the athletic Shadowbolt was completely naked except for her trademark flight goggles, causing her to give an uncharacteristic shriek in horror as she realized her state.

"Twilight, please!" she pleaded as she backed away, trying to both cover herself and not fall into a nearby portal, her eyes widening even further when she saw a few students turn their cellphone cameras on her despite the still-present rifts, which had stopped expanding for the time being as Midnight focused on other matters. "I-I'm sorry!"

Her plea and the camera flashes seemed to only encourage Twilight further, her grin widening. "It's Midnight! And not sorry enough!" she proclaimed, magically pinning the other girl's arms down, then levitating her several feet in the air and turning her like a lab specimen for all to see and photograph, an opportunity availed of to my great disgust by both the male CHS and Crystal Prep students despite the still-menacing portals—they were scared but in the end were also teenaged boys with an overabundance of testosterone; they had apparently decided that if they couldn't call out for help, they could at least record the proceedings and salivate over the very athletic and very naked Shadowbolt later.

"Oh! Um..." Fluttershy said tentatively. "You really shouldn't. I mean, that's not very nice..." she tried to tell the picture-takers, who ignored her.

Rarity was far less restrained. "Stop this at once! Have you no shame?" She tried to block a few shots.

In contrast, Applejack was far more direct. "Are y'all nuts? What in the hay is wrong with you?" she called out, slapping phones out of a couple hands.

Rainbow was considerably less gentle, either in speech or in manner. "Geez, you're all a bunch of pervs!" she said, bodily tossing a couple students back and at least one cellphone over the wall... only to hear a click and giggle beside her.

"Ooooo… now that's one for the school yearbook!" Pinkie announced with a grin as she held up her own phone, causing her friends to facepalm with a loud smack.

Midnight didn't seem to mind the cameras. In fact, she openly reveled in being the center of attention even as Indigo squeezed her eyes tightly shut so she wouldn't have to see herself, tears in them as her involuntary display continued, amusing her captor further. "So what's wrong, Indy? Weren't you the one that always said that when 'you got it, you flaunt it'?" she quoted in a perfect imitation of Indigo's voice. "Well, I'm just helping you take your own advice!" A second zap followed and this time, Indigo's cheeks went warm and and her eyes unfocused as she suddenly began openly pleasuring herself, watching in some horror as her own body did so almost against her will, one hand caressing her cream colored breast and the other dipping low to insert her fingers underneath the short striped blue hair around her womanhood. She both moaned and whimpered as she got into it, Twilight rotating her one last time to face her schoolmates so they could see her fully, at which point she fell to her knees, her legs in a wide crouch.

"Wow. The curtains really do match the drapes…" at least one shaky Shadowbolt voice—Trenderhoof's?—was heard to say, the male students for both schools unable to tear their eyes away; bulges appearing in a few pants as even more phones started to come out on the Crystal Prep half of the field.

The reaction on our side of the field was scarcely much better. "Holy…" was all an agape Rainbow could say, and she wasn't the only one watching open-mouthed. We all were; even Applejack and Rarity had given up their efforts to stop other students from recording to stare in shock. We just couldn't turn our eyes away from the lurid display of the lithe Shadowbolt publicly pleasuring herself, unable to stop, even Dean Cadance and Principals Celestia and Luna were watching agape from a second floor window, where they could at least see over the wall.

Even as I watched in stunned silence along the rest, part of me was still dispassionately analyzing what was happening. What Midnight was doing wasn't mind-control by any stretch. She had simply done instinctively what all Equestrian unicorns automatically did for their mates, something even I had done in my past life as a pony—release a magical pheromone to increase their mate's or desired mate's arousal. The effect was normally much more subtle than that, but when backed by what was equivalent of alicorn-level power… the effect was exponentially increased to the point of irresistibly. It also wasn't limited to Indigo, I realized—Midnight's aura was focused on Indigo, but it was also having an effect on those more distant if the warming cheeks and quickened breathing I was hearing around me were any indication…

To say nothing of a sudden warmth and wetness between my legs. Indigo wasn't unattractive, after all, and if I was being honest, the scene was rather hot…

Wait. Where the buck had THAT come from?

I had no chance to consider the question before Midnight spoke again. "So, Indy… are we going to COME?" she shouted in Indigo's voice again, in a tone reminiscent of a coach or a cheerleader at a pep rally.

Indigo's eyes were glazed as she struggled to resist her overwhelming desires and an increasingly desperate need for release, dimly recognizing the classmates watching her but unable to stop herself, digging her hands in even deeper, one in her blue-furred human marehood and the other kneading her own breast, tweaking a nipple hard. "I… I…"

"Wrong answer!" Midnight replied, still using Indigo's voice before shifting back to her own. "So then Indy… are… we… going… to… COME?" She repeated more slowly and with increasing glee as she intensified the magical effect, causing Indigo in turn to intensify her efforts until finally…

"Yes… yes! YES!" the Shadowbolt senior answered with a scream, arching her back and thrusting her chest forward as she came explosively, then collapsed in a heap on the ground, curling up in a fetal position while still slowly humping her hand.

"Yay! Go Team!" I heard a shout from behind me, looking back to see Pinkie Pie was suddenly wielding a pair of pom-poms, leaping high into the air. "What?" she said at all our looks. "They're having fun. And I LOVE fun!"

Somehow, I knew then this was going to get a lot worse before it got better.

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/ 4: Sunny Flared/-/

Her first measure of vengeance complete, Midnight wasted little time in turning her attention to a new target. "So that's one. Now let's see… what about… you, Sunny?" The transformed Twilight next turned her attention on Sunny Flare, who had helped pull Fluttershy back from the brink of falling into a portal. Seeing what happened to Indigo, she immediately turned to run, but Midnight simply teleported in front of her, blocking her path and astonishing me yet again—she was picking up magic quite quickly now, understanding her capabilities instinctively. Twilight—our Twilight—would be proud…

To say nothing of appalled were she to witness the wanton display before her. But could even she stop Midnight now, powered by massive amounts of magic siphoned from the portal and this world's element bearers?

It was a question I would never know the answer to, and a moot point at that moment anyway. As if toying with her prey, Midnight circled a visibly trembling Sunny Flare, causing her to flinch when she placed a gloved hand on her classmate's shoulder from behind and then trailed a finger under her chin, forcing the other Shadowbolt to meet her gaze, clearly enjoying the very real fear in her classmate's eyes as she recited her sins.

"So pretty and yet so petty. So arrogant and aloof. Always doing whatever it takes to get whatever guy you want and walking over any girl who gets in your way… even if they're not in your way!" There was a genuine flash of anger in Twilight's eyes as she said her last words, and judging from Sunny's cringe, it was all true. "So, Sunny… remember what you and Lemon Zest did to me last year? Slipping that certain video into my lab computer and then recording my reaction?" she all but hissed, and Lemon Zest immediately hid behind the stands, leaving me wondering what the story was there.

Whatever it was, Sunny's eyes darted nervously over to where Indigo was still pleasuring herself, but to her credit, she tried to work up a little courage, standing up straight before Midnight even though she couldn't quite still her trembling. "W-would it make any difference if I s-said I was sorry…?" she offered weakly, visibly swallowing.

Midnight's eyes flashed in anger, a rumble of thunder overhead. "No. Because we both know you're not!" she all but snarled as the glow from her eyes and horn intensified, and suddenly Sunny Flare's clothes started removing themselves of their own accord, her collar bow untying and blouse buttons popping open one by one; even her shoelaces started to untie.

Sunny's courage vanished instantly as her collar bow floated away into an adjacent portal. "No! Don't!" she pleaded, trying to keep her clothes in place, falling to her knees, her cheeks going red.

To everyone's surprise, Midnight did. "Aw… seriously?" she asked like she was pantomiming again before her grin returned, even broader than before. "And here I thought you wouldn't mind being naked, given how many guys you've already slept with!" She pointed out with a glance back at the Shadowbolt stands, where several male students had gone red. "Sorry, Sunny, but it's like you said… these games aren't about being nice!" Her horn and eyes flared again, and this time, Midnight simply bypassed Sunny's hands by causing the fabric itself to unravel from multiple places, starting from the bottom of her sleeves and skirt.

Sunny shrieked as she realized what was happening, pawing and grabbing frantically at the disappearing threads as more of her turquoise flesh was progressively bared, her sleeves and skirt disappearing from the bottom to show her arms and thighs in their wake; even her socks began unwinding from her knees towards her feet. As fraying threads reached the top of her shoulders and legs, her uniform jacket began unraveling as well and suddenly all the buttons and fasteners dropped off; her shoes fell apart and blouse fell open along with her jacket, exposing her belly as Midnight's magic began to work on her now very-visible undergarments, starting from the edges and working gradually towards her more intimate areas.

She tried to hunch down but Twilight didn't let her, picking her up and holding her in the air, giving everyone a good view of her much like she'd done with Indigo. "Please stop!" a now-crying Sunny begged, trying to simultaneously cover her rear, chest and crotch… increasingly failing as her jacket completely unraveled and her blouse wasn't far behind, her breasts only barely covered by her shrinking bra and arm..

The unraveling slowed but didn't stop, Midnight pausing as if to savor the striptease, now watching the other girl squirm over her crossed arms. "Payback's no fun, is it Sunny? But then again, neither are you! All I ever wanted was to left alone, but you wouldn't even allow me that!" Lightning flashed again, hitting the ground beside her as the unraveling sped up again, the remaining threads disappearing and soon leaving her completely naked… and visibly aroused, her nipples quite hard and cheeks flushed. To little surprise, she had also shaved her pubic hair, displaying her slit prominently… and Twilight then pulled her hand away and magically spread her legs, shining a light on it to show that she was in fact quite wet and swollen there, her fluids glittering, causing gasps and a fresh round of picture-taking from the assembled crowd, some of whom were starting to creep closer to the scene to get a better look.

"Y'all are crazy…" Applejack said in disgust, having given up trying to stop them and I couldn't help but agree—apparently, for most teenage males, self-preservation took a backseat to live porn.

"You said it…" Rainbow Dash sneered, but then again, she wasn't looking away from Sunny either, her rose eyes riveted on the Shadowbolt's shaven crotch. None of us were, whether male or female; the scene was somehow far more compelling than it should have been; I felt a wave of warmth go through me as I saw the irrefutable evidence of the other girl's arousal, letting me know how turned on she really was…

It was then I realized like everyone else… Sunny Flare hadn't been so much afraid of being undressed as it being revealed that she liked it.

A fact that was far from lost on Twilight. "Well look at that. I didn't even have to use magic to arouse you, and look at you now, Sunny," Midnight snickered, tendrils of aura just brushing her classmate's breasts and shaven lips, causing the Shadowbolt senior to bite her lip, trying not to whimper as the wisps of magic teased her. She was now using another unicorn power to enhance a partner's pleasure and thus their potency; I knew from my own experience as a pony how that magic caused one's flesh to tingle intensely but could only imagine how much more powerful it was under Midnight's control.

"Quite the exhibitionist, aren't you? But you know… maybe you're right. Maybe there's a far more fitting punishment for you. After all, you don't have any interest in girls. Pity, that…" Midnight said in a lazy tone and smile as she continued to magically tease the other girl, finally eliciting a few gasps from her… and even Fluttershy beside me.

I spared her but a glance. Wait. So Midnight LIKES girls? I blinked. And what does that say about our Twilight…? I quashed hard the thoughts suddenly running through my head. It was only Midnight's magic. It had to be…

I shook my head hard to clear it. "Focus, Sunset!" I smacked my head repeatedly, then pulled another transfixed student back from the brink of the portal. I would attend to the power-mad magical demigoddess, portals and potential world-destroying cataclysm first, and the question of princess's preferred gender later…

If there even was a later at this point.

"I also noticed how you can't seem to stand Indy almost as much as me," Midnight further mused almost idly, glancing back over at Indigo Zap, who was now on her back, bringing herself towards climax again. "They do say opposites attract, right? Let's see how true that is!"

She grinned toothily, even evilly as her horn glowed again and this time, Sunny's cerise eyes widened as she dropped her arms from her chest and somewhat haltingly turned towards Indigo, the pair suddenly staring at each other with very flushed cheeks. Their eyes locked and the two Shadowbolt girls began walking slightly haltingly towards each other as if no longer aware of anything but the other girl.

"Whoa! They're gonna…" Rainbow said a little uselessly as the pair neared each other, their teats—excuse me, nipples; I keep forgetting to use the human term—standing out in very sharp relief.

I was stunned again—Midnight had just used another spell she should have no way of knowing; my magical awareness recognized it as a variant of the gotta-wanna-needa-have-it spell Celestia herself had once scolded me for learning behind her back and then using. But while that spell was indiscriminate, causing irresistible infatuation for all those within range of the enchanted item, she'd somehow modified it so it only affected the two Shadowbolt girls… making them irresistible to each other.

This was unbelievable. I was a magical prodigy and even I'd never done what she did—used and modified an advanced magical spell without even knowing it! But I had little time to admire or consider the consequences of her feat as the naked pair met between two fissures and immediately embraced, their eyes wide in shock and disbelief as their hands went to each other's chests, Sunny's turquoise hands kneading Indigo's cream-colored flesh while the latter returned the favor, shortly reaching a hand between the other's legs. Within moments kissing sounds were heard as the pair started making out and petting passionately as Midnight watched, and for the first time I saw her own hand caress herself as she watched the scene unfold, a brief journey over her chest and hip.

"Um… sh-shouldn't we be d-doing something?" Fluttershy offered, her voice oddly shaky as she watched the scene unfold.

"Well, I'm not!" Rainbow crossed her arms slightly awkwardly; in hindsight I think she was trying to hide the fact she was getting turned on as well. "After they way treated her? After the way they treated us? Far as I'm concerned, those Shadowbolt girls deserve whatever she gives them!"'

"Well, they do seem to be having fun…" Pinkie pointed out, her hair looking a little more floofy than normal. "And so does she! So… why not let her have it?" she suggested, almost hopefully.

"'Cause this ain't about fun, Pinkie!" Applejack shook her head, apparently unaware she was fanning herself with her stetson as she watched. "Ain't no tellin' what else she may do… or that she'll stop with them!"

"Agreed," Rarity spoke up, her ivory cheeks warm, unable to look away. "And as happy as I am to see that utterly snooty Sunny Flare suffer, we cannot allow this… this wantonness to continue!" she insisted. And was it my imagination or was there a note of envy in her voice?

"Fine. So what do you suggest?" Rainbow said in disgust, starting to shuffle back and forth uncomfortably, like there was a burning sensation between her legs. "We get our instruments, play music and pony up? See if we can make her Taste The Rainbow™?"

"Best not give her ideas, Dash," Applejack dryly stated.

Rainbow Dash flushed, then glared. "I'm serious! Even if we could get our instruments, what the heck good is ponying up gonna be against her?"

With that they all turned to me. "Sunset?" Rarity prompted. "Is there anything we can do…?"

"I…" My mind was racing, trying and failing to come up with an answer as I watched Indigo and Sunny Flare climax again; the former crying out even louder than she had before. Rainbow had a point—before, they'd used the magic of their friendship to cleanse me and a more powerful music-enhanced version of it to later defeat the sirens, who were a dark magical force.

But the problem here was… despite all appearances, Midnight wasn't evil, and her magic wasn't dark. My magical awareness told me that. It was just normal unicorn mating and attraction magic taken to the nth degree, and suddenly gaining godlike power had overwhelmed her, not so much transforming her as unleashing her—unleashing all her suppressed passions after a lifetime of repression and loneliness, an unwillingness or inability to get her physical and emotional needs met.

It was like a switch had been thrown in Twilight's head, and all the sudden every single suppressed thought or desire she'd ever had was expressing itself all at once. In some ways, it was fascinating to watch, a case study in sudden fortune. You hear about lottery or jackpot winners who end up unable to handle their newfound wealth, and in hindsight, this was just a variation on that. Except this time, we were talking about a long-repressed girl who could suddenly indulge every desire or fantasy she'd ever had, even ones she never knew she had…

Midnight Sparkle was the inevitable result, as her classmates were now learning to their chagrin.

"Oh, this is so much fun!" she stated gleefully with the air of a girl who'd never even known fun before, admiring her magical handiwork as her classmates fell to their knees to continue their efforts, and before long they were 69'ing on the ground, eating each other out with utter abandon on a small section of ground between two open rifts, a cream-and-turquoise swirl who could no longer resist the other, burying their faces in between each other's legs.

They screamed their pleasure yet again then collapsed, rolling off each other, but under the continuing influence of Twilight's aura and an infatuation spell that wouldn't wear off any time soon, they immediately switched to scissoring, grinding their human marehoods against each other in a very wanton display.

"Now that's what I'm talking about!" Midnight announced, her hand now going to her own crotch as beside me, Rainbow involuntarily did the same. "But here's a little more help…" She fired another magical beam, and suddenly a glowing translucent object appeared over them. It was a magical construct; a long double-ended dildo with the business ends in the shape of a stallionhood.

The pair saw it, grabbed it… and then separated just long enough to get it between their legs, sinking it to its hilt in their overheated bodies until the only thing that could be seen was a faint purple glow coming from between their touching human marehoods, the pair writhing and grinding against each other and the magical object with everything they had, causing a fresh eruption of camera clicks and video-taking.

Wait a second. Cellphones don't click. Then who…?

"Yes! Yes!" Photo Finish stepped beside me, her cameras out and telephoto lenses extended. "Do it! Unleash the Magicks!" She implored, taking a steady stream of pictures.

Increasingly enrapt, my friends barely spared her a glance now. "Holy…" Rainbow said quietly again as she watched the continuing scene, shedding her blue flannel shirt as she watched, revealing a pair of very erect nipples poking out underneath her white t-shirt.

"Hayseeds…" Applejack finished, a thin sheen of swear on her forehead, fanning herself with her stetson again.

/ 5: Sugarcoated/-/

"Oh… my…" Fluttershy said very quietly again, unable to tear her eyes away, her cheeks now badly flushed as she watched the two Shadowbolt teens pleasure each other, her hard nipples visible through her shirt and her hands making motions like they wanted to go to work on herself.

She wasn't the only one; a quick glance around the quad told me that everyone was reacting in much the same way, faces flushed and pants alternately bulging or moistening depending on the gender.

"D-Dang it, we gotta stop her!" Applejack insisted, though a quick glance told me she was getting turned on too if her undone shirt buttons were any indication. Twilight's aura was indeed affecting everyone, it seemed, and I was no different, the urge to dig my hands into my own body was growing and I wasn't sure how much longer I could hold it off; looking around, some girls had already started. "Even if she ain't hurting them, she's gonna scar 'em for life!"

"Fine. And just how do you suggest we do that?" Rainbow asked skeptically, though she was clutching Applejack's hand, eyeing the scene intently. "She isn't the sirens, she's our friend… well, sort of…"

"And she's not hurting them!" Pinkie pointed out again, her tone increasingly eager. Of all of us, seemed to be the least affected, or maybe just the least alarmed. "I say just let her do it! She's been in that frumpy-grumpy meanie-pants Crystal Prep for so long, she's probably never been able to cut loose! She needs this! And if you ask me, so do they!"

I had to give Applejack credit—despite her state, she kept her head about her, staring at her friend in disbelief. "Pinkie, she ain't exactly asking permission here! And have you forgotten about those portals?" Applejack motioned around them, looking through one to see now-several ponies staring back from a safe distance, gaping at the window to the alien world before them. "They're still here, and we're still trapped!"

As usual, Pinkie missed the point. "Ooooo… look at all the pretty ponies! Is that what Princess Twilight looks like?" She waved to them, causing one to wave tentatively back.

"Sunset, what do we do?" Rarity asked me again, the normally elegant fashionista starting to look more than a little disheveled, strands of her hair going out of place and a tear over her upper blouse as she'd apparently clawed at herself at least once, revealing the edge of her bra beneath. "If this keeps up…" The rest went unspoken.

"I'm thinking…" was all I could immediately answer with. For what could we do? Part of me agreed with Pinkie that Twilight needed to get this out of her system, but at the same time Applejack was right—regardless of how much they may have deserved it, or the pleasure she was giving them, she was treating her Shadowbolt classmates as mere toys for her gratification and causing potentially enormous psychological trauma in the process. There were myriad reasons such magic use was considered enormously unethical, to say nothing of outright illegal in Equestria, after all. Still, I honestly think Midnight didn't realize what she was doing was wrong, just that the lens she was now looking through saw her schoolmates as mere objects, past tormentors on whom the tables had just been turned.

So I had to stop her. Show her the error of her ways. "Well, whatever you're thinking, you better come up with something quick!" Rainbow told me.

"I know!" I snapped a little harder than I meant. Yes, I had to do something. I was the only other person/pony present who knew magic and could understand what was happening, so if stopping her fell to anyone, it fell to me. But how? As a human I was magically powerless for the most part, ponying up when performing music aside. But even if I was a unicorn again, I wouldn't have the power to go horn-to-horn with an alicorn, and that's the level Midnight Sparkle was on. Whether her power was in direct reflection of her princess counterpart was a question for another time. What was the question at that moment was how I could reach her… stop her…

At that moment, my eyes fell on the fallen pendant, separated from me by the large ground portal, the beginnings of an idea beginning to form in my head. But she didn't give me much chance to follow my train of thought before turning her attention on her next classmate.

"So how's my public speaking now, Sugarcoat?" Midnight rounded on the bespectacled, orchid-shaded and frost-haired classmate with the red hairpin hiding behind a trash can away from the other students, ripping it bodily out of its moorings and tossing it over the wall.

Sugarcoat scrambled backwards, staring up at Midnight in fear before glancing around wildly, looking for an escape route. She got up to run but there was nowhere she could go, Midnight cutting off her retreat with another opened portal, trapping her on an isolated island of lawn.

Cornered, Sugarcoat resorted to her one remaining weapon—brutal honesty. "Fine, Sparkle. I take it back. But you know, your people skills really need some work!"

The transformed teen hovered above her Shadowbolt schoolmate with her arms crossed. She looked unamused at first, then grinned. "Always there with an encouraging word for me, aren't you? You know what, Sugar? I think you need something to occupy that big mouth of yours!" She zapped the shattered Wondercolts statue to produce… an ethereal, violet-glowing see-through version of the school mascot in its place, one fully active and mobile as it hopped down from its mount, snorting as it turned glowing red eyes on Sugarcoat and began advancing on her, walking over the large surface portal towards her as if it were solid ground...

And growing principally erect as it neared her, its intentions obvious to all. "No! No!" Sugarcoat backed away as far as she could but was trapped against the edge of the island with other fissures bracketing her, a fact the magical horse took advantage of to place its front hooves on either side of her, pinning her as it laid its large shaft against her belly. At its touch, the lower buttons of her uniform blouse instantly gave way and the head of the equine organ slipped inside to press against her bare skin.

"Oh, yes!" Twilight responded as the magical construct's touch seemed to affect Sugarcoat, her cheeks going flushed as magic and warmth seeped into her—Twilight had clearly doped the construct with a very large dose of arousal magic and pheromone, and added the gotta-have-it spell for extra effect.

"But… this…" Sugarcoat said slightly breathlessly as she watched, wide-eyed as the ethereal organ worked its way up her chest beneath her school uniform, the bulge appearing beneath and then between her breasts as it somehow found its way under her bra and began thrusting between them, dribbling glowing liquid.

"Speechless? That's so unlike you, Sugarcoat," Midnight mocked, another flare of her horn untying her schoolmate's collar bow and allowing the organ to suddenly poke out the top of her blouse, its head staring her in the face, a thin trickle of ethereal liquid drooling out the tip. "Do it. You know you want to…" Twilight all but cooed and as if in a trance, Sugarcoat obeyed, beginning to lick and kiss it, pressing the sides of her small breasts into them. The magical beast responded with a snort, moving against her with increasing urgency until the head of its organ was buried in Sugar's mouth.

"Good girl!" Twilight nodded in approval. "Now here's a little help..." with a wave of her hand and another beam of energy, Sugarcoat's chest suddenly swelled, her bust expanding until her large breasts were all but bursting out of her blouse, giving her far more flesh to work with and a cup size the envy of every guy and more than a few girls around. She took immediate advantage, pillowing the large ethereal organ between them, the middle strap of her bra finally giving away entirely with an audible snap.

"Wow, you are really good at this…" Midnight mimicked Sugarcoat's voice this time. "But then again, I'm guessing that's not the first time you've done it, is it?" she asked almost rhetorically with a glance at the Shadowbolt stands, causing one of the male students—Neon Lights?—to suddenly blush, the front of his pants painfully stretched.

Midnight and the rest of us watched as the virtual horse finally climaxed, covering her face and chest with glowing fluid that just seemed to soak right into her skin, leaving her dazed. The copious magical liquid had a second effect in that it seemed to dissolve her clothes right off her, the fabric of her jacket, blouse, skirt and undergarments evaporating, leaving her dressed only her shoes and socks. "You know, you're kinda being a doormat right now, Sugarcoat," Twilight said mildly like she was quoting her classmate again, and with that, her horn glow intensified anew and the magical horse backed off just far enough to position itself between Sugar's legs.

Fluttershy gasped, her hand going to her mouth and even Rainbow Dash winced as Rarity suddenly fainted, only to be caught by Pinkie Pie. But the only one who spoke up was Applejack

"Dang it, Twilight or Midnight or whatever the hay you call yourself, STOP!" she called out, advancing to the edge of the ground portal, shouting to make herself heard. "Listen to me! You can't do that! That thing'll tear her apa…" Her voice trailed off as, already aroused and magically charged beyond all measure, Sugarcoat spread her legs wide to accept the organ, which slipped through the remains of her panties with ease and lodged itself within her with a grunt. The magical horse held her in place with its forelegs as it began steadily thrusting into her, burying itself a little deeper each time, a visible bulge on her midsection impossibly working its way ever higher within her, finally lifting her off the ground entirely, leaving the farm girl speechless.

"You were saying?" Midnight replied with a smirk, throwing only the barest of glances of Applejack's way.

Applejack stared in disbelief as the horse buried itself in the Sugarcoat to the hilt and the Shadowbolt teen moaned and writhed against it, trying to work the massive shaft in even deeper, the bulge now under her sternum and still advancing. Finally, AJ dropped her stetson beside her, eyes glazed, her gaze transfixed and arousal very evident.

"What the… you mean you like that?" Rainbow Dash called out to her.

The country girl didn't look back as she answered, her eyes fixed straight ahead; even from six feet away I swore I could all but sense the intense heat coming off her loins. "As ma and pa are mah witnesses, I ain't ever gonna see my farm horses the same way again…" she said shakily as myself, Fluttershy and Rainbow Dash snapped out of our own stupors to pull her back from the edge, all of us now showing very visible signs of arousal and early stages of undress. Rainbow had shed not just her jacket but her pink skirt at some point and Fluttershy's blouse had broken a shoulder strap; even one of her bootlaces had come untied. And me…?

I was still resisting, but for how much longer? I had to come up with something soon, or we'd all be reduced to the state Midnight was leaving in her classmates in, just from the peripheral influence of her aura alone.

Midnight nodded in satisfaction yet once more. "Since you two seem to be having fun now, I'll leave you to it, Sugarcoat. So who's next?" she asked her cowering schoolmates, most of her female ones taking cover behind the remaining greenery and stands.

/-/
/ 6: DeFleured/-/

"So who's next?" Midnight asked as she left Sugarcoat where she lay, looking around as she alit on the ground on the Shadowbolt side of the field, wings flared. We all held our breath, awaiting her next move… and target.

But instead of immediately selecting one, she seemed to turn contemplative… and somehow, that was even more frightening. "You know, I think I've been a little unfair…" Midnight mused and started pacing back and forth between the horse-mounted Sugarcoat on one end of her path and the still-screwing Indigo and Sunny Flare on the other, though she stopped long enough at the latter to start the ethereal double-ended dildo pulsing and vibrating if their sudden mutual "Ah!" and tensed bodies was any indication, to say nothing of the glow of the toy intensifying and a buzz heard in the air.

"I mean, for all the attention I've been giving the girls, I haven't given you boys any…" she turned to her right and gave the four male Shadowbolt students a diabolical grin that caused them to step back. "Then again, it's not like you ever gave any to me!" she turned angry again, the wind picking up and thunder rumbling again with her change of mood. The entire atmosphere remained agitated, and was getting worse, clouds roiling overhead and sharp and shifting wind gusts grabbing at our clothes from different directions, occasionally popping a blouse button or threatening to topple someone over into a portal. I wasn't sure it was intentional on Midnight's part, but it was certainly adding to the atmosphere…

It was also dangerous; I could feel her power all but tugging at the fabric of reality itself, threatening to rip it even more asunder. But the four male Shadowbolt seniors had more immediate concerns as they backed away from Midnight as far as they could… which wasn't very.

"I-I talked w-with you once, Twilight! A-at the summer social!" Jet Set pointed out nervously. "N-not my fault Upper Crust chased me off!" he quickly added with his hands cupped over his crotch like the soccer player he was, causing his girlfriend to give him an angry and fearful look. He was just as aroused as the boys on our side of the field, or even more so given his closer proximity to Midnight and closer look at his female classmates being turned into toys.

"Yeah. That'll convince her!" Rainbow muttered, though she, too seemed to be having a hard time taking her eyes off the two entwined Shadowbolt girls; more than once I saw her hand go to her chest and crotch only to catch herself, though her tanktop had slipped off one shoulder.

"I-I did too!" Neon Lights added, holding his hands up as if to ward off an attack, showing off his own hardness. "I-I asked you to tutor me in math! And I th-thanked you for it!"

"Well… that sounds nice…" Fluttershy agreed, joining Pinkie in the effort to rouse Rarity.

"Only 'cause… Dean Cadance… told ya to!" Indigo piped up between gasping breaths, startling me that she could still talk. "She said ya... couldn't play unless ya... raised your grades!"

'A-and don't forget me!" Trenderhoof raised a shaking arm that still held his smartphone, though he kept one hand over his bulging malehood. "I th-threw my jacket around you when Indy locked you out of the showers!"

"Yeah… after… you took… her picture!" a dazed Sugarcoat shouted between equine thrusts, now clutching her belly over the massive shaft inside her, the beast slowing its pace slightly, bringing her close and then backing her off repeatedly as Applejack still watched, spellbound.

"Well, I carried you to the infirmary that one time I found you f-fainted outside your lab!" Pokey Pierce offered nervously, his back and hands pressed against the magically raised wall, he alone not hiding himself… though it appeared he had the most to hide, his pants severely tented and already showing a wet spot at the front.

"You did…?" Rarity called out weakly from where she was still half-fainted, Pinkie having taken off her short blue overshirt to fan her friend with it. "S-such a gentleman!"

"Y-yeah… and then you g-groped her!" Sunny Flare called out in a shaky voice, apparently sharing an unspoken opinion with her fellow Shadowbolt girls that if they were being given this treatment, they weren't letting anyone else escape it. "L-loosened her blouse and squeezed her butt! I s-saw him, Sparkle!" She pointed a shaky finger at him.

"Or… not…" Rarity corrected herself.

Despite the accusations, Midnight's expression actually softened a bit. "Really? You took a picture of me naked, Trenderhoof?" she said in a tone that suggested she liked the idea.

Trenderhoof blinked, then ran with it, fumbling badly with his phone as he tried frantically to bring up the picture. "Y-yeah! I did! I-I thought you looked… n-nice…" he gulped as he held up the image and the others backed away from him. I could just see it was a slightly blurry photo of Twilight's lavender backside.

"Real smooth, Romeo…" Rainbow Dash facepalmed and I wasn't far behind.

"Nice?" Midnight repeated the weak compliment, one any girl would take an insult or attempt to dodge a question about their looks or personality. Then again, Twilight's transformation hadn't necessarily fixed her naivety about such things. "And how about you, Pokey?" she approached him. "Did you grope me while I was fainted?" her magic brushed the front of his pants, making him twitch.

Pokey Pierce was beginning to sweat, but I swear I saw his hidden hardness twitch right through his slacks. "I l-loosened your clothes, yeah... I-I mean, 'c-cause th-that's what you're supposed to do when someone f-faints…" he offered weakly, suddenly looking on the verge of fainting himself.

"You undid her bow… and half… her buttons!" Sunny Flare all but shrieked between gasps, suddenly rolling over with the magical toy still embedded in her and Indigo, clutching at the grass as she tried to raise her head. "And then you carried her with your hand… under her skirt… against her butt!" she managed to get out just before her next climax claimed her, rolling over onto her back again.

Far from being angry at being taken advantage of, Midnight looked almost… flattered. "So you did like me…" she said in a pleased tone, which abruptly disappeared. "Then why didn't any of you tell me you were interested? So you wanted pictures? You wanted to feel me up? You know, if you'd ever treated me halfway like the other girls, I might even have said yes!" Her tone went almost petulant for a moment.

The four boys looked at each other again, each pleading for someone else to answer. Finally, one did. "B-but you wanted to be left alone, Twi—I-I mean, Midnight!" Neon quickly corrected as she saw the former Twilight's eyes narrow. "S-so we did! I mean, w-we never saw you as a—" he trailed off as he seemed to realize he was only making things worse, eyes darting nervously like he was looking for a way out.

"That's it. They're toast…" Rainbow Dash announced, but Midnight simply stared at them for a few moments before smiling again.

"Well, boys… maybe you're right. Maybe I didn't exactly advertise I was available or interested before. Maybe I didn't even know I was interested before. And I certainly wasn't trying to turn heads. So... I'll fix that now!"

Her horn glowed as her body grew, growing several inches taller, her bust and hips filling out before our eyes just as her classmates had already done under her magical influence. Finally, she was turning her magic inward on herself, transforming herself from a slightly immature teenager into an utterly stunning young woman, a goddess's body to match her power. She even modified her dress to make her even more alluring, shortening her skirt and plunging her neckline to show off her ample cleavage …

For a girl who had gained the power of an alicorn, she clearly still had all-too-human tastes and desires, ones she was finally able to indulge with great glee.

"So boys… what do you think of me now?" She struck a pose like she was modeling, all but radiating power and newly-discovered confidence. "See anything you like?"

Judging by the visibly raging hard-ons in their uniform slacks, they very much did, several even taking an involuntary step forward, tugged towards her by her pheromones and their own overwhelming arousal, drawn by her beauty and power.

And in truth, they weren't the only ones. She was tugging at me somehow too. She was beautiful to me, and not for her new body. She was the purest expression of magic, the fusion of power and passion I'd ever seen, and in truth… part of me wanted what she had…

Wanted her, I realized for the first time. And with that epiphany, my own excitement, which I'd just barely kept under control to that point, surged to the forefront. It was all I could do not to shed my jacket, which was suddenly feeling very hot and heavy. So I fanned it as I wore it, trying to let more of the wind in. It worked, getting under my skirt and even blouse, teasing my human teats to hardness.

Midnight's attention remained on the boys and not on me, however. "Well, then. Even if you four occasionally took advantage of me, you at least talked to and noticed me, so I don't see any particular reason to punish you… unless you want to be?" She gave them a sideways look and smile as she recognized their painfully stretched slacks.

The four Shadowbolt seniors glanced at each other and then to the other girls, their faces flushed but expressions thoroughly mixed. "Th-think we'll pass, thanks…"

Midnight looked almost disappointed, putting on a pouting look. "Just thought I'd ask. But still… I can't help but feel like I owe you boys something…" She flapped her raven wings once to take flight over an open portal, causing two earth ponies on the other side to flinch back at her sight. She glanced to her left and smiled as she saw someone. "And I know just the thing!"

"Are w-we going to like this?" Pokey Pierce asked for all of them, his malehood living up to his namesake if the size of his bulge was any indication.

Midnight gave a sly smile. "You just might. So first… let's see what you boys have to offer!" Her horn glowed, and their flies and shirts suddenly burst open, as much from the pressure within as Midnight's magic tearing at them from without. Well-toned chests and abs were exposed—no real surprise given the strong emphasis Crystal Prep put on athletics and physical fitness—and their erections burst free for all to see, Midnight keeping them from covering up by pinning their arms behind their backs in their own shirt sleeves and yanking their pants down to their knees.

"Hmmm… not too bad…" She nodded slowly as she inspected each erection in turn—they were all decent sized and their owners had admittedly nice flanks, which Midnight then sampled herself with magical squeezes, the boys squirming, looking like they weren't entirely sure whether they were enjoying her attention or not… though that quickly changed as her aura suddenly enveloped their shafts causing them all to shudder, their organs pulsing in sudden pleasure.

"But they could use a little enhancement…" Her magic went to work again, and suddenly their apples and organs began to swell and lengthen before their wide eyes and open jaws, taking on equine dimensions, medial ridges materializing and head flaring outwards, a sheath forming around the base. Within seconds the group was soon sporting thick footlong stallionhoods—give or take a couple inches—each sporting different colors: one black, one pink, one grey, one mottled.

"Oh… my…" Fluttershy said again; the sight even distracted Applejack for a second as Rarity got one look and fainted again.

"Oooo… Those look like fun!" Pinkie clapped her hands together in glee.

"Speak for yourself!" Rainbow said in disgust, making a face. She only had eyes for the girls, it seemed.

And me? My only eyes were for Midnight, staring to lose myself in her form and magic. I wanted her worse than I'd ever wanted anything before, even the Element of Magic itself. Whether I was under her influence or somehow shifting some feelings for Princess Twilight I didn't even know I had to Midnight was beside the point at that moment. All I knew was that the more I thought of her, the wetter I got, and all thoughts of stopping her and fixing these rifts were slowly ceasing. Increasingly, all I wanted to do was give myself to her, and let her do as she would with me… let me bathe in her magic and majesty.

"There we go…" Midnight withdrew her aura and flew back a little, looking quite pleased with her work while the boys looked down at themselves in disbelief, Midnight then freeing their arms and simply disappearing their pants using the same trick she'd used before on Sunny Flare, unwinding their threads and leaving the boys clothed in nothing but their ties and school jackets. Barely aware of their state of undress, their hands immediately went to their new stallionhoods and began squeezing stroking them.

"Wow… this…" Trenderhoof spoke first, admiring his new grey girth.

"You're just… giving us these?" Jet Set added, sounding pleased, holding his pink shaft in both hands.

"I don't know... gonna be kinda hard to keep this in our pants!" Neon Lights noted, rubbing the head of his mottled stallionhood.

"You're telling me!" Pokey Pierce said, sporting the biggest equine erection of all.

Midnight grinned at that. "You're welcome, boys. And don't worry—they'll be normal sized most of the time, and only come out to play when you want them to," she told them, leaving me marveling anew how she could have possibly pulled that off with no experience or knowledge—magical transformations weren't supposed to ever be permanent, but now she was claiming that this one not only was, but it was controllable by the boys themselves. "Consider it a thank you just for noticing me—I may punish, but I also reward. Of course, it wouldn't be nice to just give you those and then no playmate for them… but don't worry. I have someone very special in mind for that," she gave a grin that made me shiver as she turned to her left again.

"Oh Fleur!" she called out in a singsong voice. The tall and beautiful Shadowbolt girl was hiding in a back corner of the stands but Midnight spotted her instantly from her pink hair and creamy skin, not picking her up so much as yanking her in the air by her blouse front, dragging her classmate through the air towards her and dangling her over a portal like she'd done with Cinch.

Despite her predicament, Fleur struck a bored look, one belied by the trickle of sweat running down the side of her neck. "C-can I help you, Sparkle?"

Midnight glared, giving her a look of utter contempt. "Yeah, Fleur, you can. I'll even give you a choice. You can strip down, get on your knees and eat me out… or skip right to servicing the boys. Your call," she announced, and the four shadowbolt boys looked startled… and eager.

If it was possible, Fleur got even paler at what was being suggested. "Wh-why? Wh-what did I ever do to you?"

The glow in Midnight's eyes got stronger even as those eyes got narrower. "Nothing. And that's just it. You acted like I didn't exist. You never spoke to me, never even once acknowledged me. I said hi, you just walked on by. I looked in a window, you shut the shade in my face! When I was lying sick on the floor, you just stepped right over me!" she hissed.

"Oh, um… that's… not very nice…" Fluttershy spoke up as Midnight continued to recite her sins.

"M-maybe I was going to get the nurse. Ever think of that?" Fleur suggested, her blouse and jacket starting to rise up further as Midnight continued to dangle her by her clothes over an open portal through which two gawking mares could be seen, a mint-green unicorn and and a cream-colored earth pony with red and blue striped hair.

"Likely story!" Pinkie shouted, and Midnight apparently agreed.

"Spare me," she all but snorted, rolling her glowing eyes as she hovered inches of Fleur's fearful face. "You've never helped or lent a hand to anyone in your life. You only date the richest boys, the ones with the fastest cars or most money. You come from a wealthy family and have a supermodel body, you act like your looks and breeding put you above all of us, and I don't think anyone here is going to complain about anything I do to you!" She showed the tips of her teeth, the wind and aura around her intensifying, ripping at Fleur's skirt and blouse further, now ridden up high enough to show several inches of her lower back and navel. "In fact, let's put it to a vote. What do you say, girls?" she called out to her captives, turning down her magical effects just enough for them to speak. "Want to see Fleur de Lis get deflowered?"

"D-Do her, Sparkle!" Sugarcoat yelled out breathlessly from where she was still being pounded by her equine lover. "Sh-she's a… total… snob!"

"Hi kettle, I'm pot. You're black," a red-cheeked but still facepalming Rainbow Dash commented, and I had to agree. Still, Sugarcoat had a point. I hadn't interacted with Fleur at all, but from what I'd seen she'd behaved pretty much as Midnight had described—refusing to even acknowledge our collective existence except for one small moment at Pinkie's abortive icebreaker party before the games began.

"None of us like her!" Indigo added through gritted teeth she continued grinding herself against Sunny Flare, clutching the grass while kneading the other girl's breast with her foot as Sunny gave her the same treatment. "S-she treats us all like… crap! So if a-anyone deserves this… she does!" she bit out over another freshly building orgasm.

"H-hey Sparkle! Y-you think I'm arrogant and conceited? T-take it from m-me—she's worrrrSSSSSEEEE!" Sunny Flare shrieked as she climaxed again, leaving me amazed that they could even talk, let alone were tuned in to the proceedings… or was that Midnight's doing again?

"Yeah! Give it to her!" Pinkie jumped up and shouted from behind me with surprising vehemence, giving a thumbs-down like she was a noble at a gladiator bout in ancient Roam. "Show that meanie-weenie no-fun Fleur de Lis a real good time!"

"Um, Pinkie? You're kind of starting to scare me…" Fluttershy said softly, and I wasn't sure I liked this side of my new friend I was seeing either.

Midnight flicked them a glance, then silenced her classmates by intensifying the vibration effect and increasing the pace of the horse's thrusts, causing Applejack to take another step forward… our friend now getting dangerously close to the surface portal, which now featured a few pegasi inspecting it, uncertain what they were seeing—a hole in the sky through which they could see… another sky?

"Well, you heard them, Fleur. The people have spoken. And who am I to deny their wishes?" Midnight moved her classmate over solid ground again, to where the four boys were waiting. "Ready?"

Fleur's eyes went wide as she looked down at them, taking in their massive shafts. "But those things'll tear me apart!"

Midnight laughed. "Weren't you paying attention to Sugarcoat? If she can take it all without a problem, you can too. I don't want to hurt you, Fleur. After all, the greatest punishment for someone like you isn't that you're being made to do it. It's that you're made to enjoy it!" she grinned, showing her teeth as her horn began to gleam brightly, bathing her classmate in arousal magic and pheromone.

They took effect quickly; we could all see the sudden wetness between Fleur's legs as her skirt blew up and the blush on her ivory cheeks. "D-don't you touch me, you low… class… witch!" she ordered uselessly even as her cheeks got rosy and breathing quickened; I swore I could feel the growing heat of her loins all but radiating off her.

The gleam in Midnight's eyes got stronger as her grin got wider, apparently waiting for Fleur's desires to fully ripen before she spoke again. "Oh, don't worry, Fleur de Lis. I'm not going to touch you. I'm not even going to undress you. In fact, I'm not going do anything to you. I'm going to leave you to be unwrapped like a Christmas present… by them!" She then hit her classmate with the strongest gotta-wanna-needit-haveit-spell as she could muster and bodily tossed her to the four equine-equipped Shadowbolt males.

"Have fun, boys!" she invited them, and enticed by the irresistibly overpowered spell and their own overwhelming arousal, they caught her and immediately obliged, began tearing at her clothes. Within seconds they had her blouse, skirt, bra and panties reduced to tatters and were groping her mercilessly, feeling her up from every angle while she squealed and whimpered, resisting only weakly as hands, stallionhoods and sensations assaulted her from all sides, finally making her give in—Midnight's magic had once again done its work well.

Her cries of protest and pleasure were silenced as her mouth and every other orifice she had were soon filled with large equine shafts, the boys quickly figuring out how to arrange themselves so they could all share her at once. Jet Set held her arms away from her body as his pink shaft took her muzzle while Pokey Pierce's black one, easily the largest of the four, split her alabaster tail cheeks open and drove herself within her to the hilt. Reaching around, he pushed her large, already-ample breasts into Neon Light's mottled shaft as it thrust between them while Trenderhoof held her legs wide and pounded her pink-furred human marehood with his grey one, going impossibly deep into her along with his friends.

"Oh… my…" a voice said again, and this time it wasn't Fluttershy's—Rarity of all people was watching the new scene slack-jawed! "How… generous… of her…" was all she could say, leaving me uncertain whether she was referring to Midnight or Fleur. But whatever the answer, my fashionista friend she was getting very rosy and aroused herself now, sitting up with Pinkie's help.

I wasn't sure what to make of that, but all that was forgotten as movement to the side caught my eye. "AJ, stop!" Rainbow Dash called out frantically. At her voice, I turned to see that Applejack was walking slowly forward now, towards Sugarcoat and her magical equine lover, staring straight ahead at them…

And if she took but two more steps, she'd fall into the open surface portal over Ponyville.

/-/
/ 7: Sour Sweetened/-/

Fluttershy, Rainbow Dash, and I fell in an awkward and slightly compromising heap as we all snapped out of our respective stupors to simultaneously tackle Applejack, pulling her backwards from the large surface portal over Equestria that she'd been about to walk into as she still stared transfixed at the scene with Sugarcoat.

In our panic, we grabbed and yanked at her so hard we tore her skirt and blouse in several places as we fell backwards, buttons popping off the former and putting a long rip right down the middle of the latter, the sides riding up to reveal wetness already halfway down her inner thigh. Somehow in the tangle we ended up in, Rainbow Dash's hand ended up on AJ's left breast while Fluttershy tripped and fell face first on top of me, her head between my boobs, causing us both to blush and push away quickly before we were tempted further.

It was a series of extremely unlikely events that also meant Twilight's magic was likely altering probability around us to produce outcomes she wanted. I doubted she was doing it deliberately; it had to just be a function of her own arousal and desire for erotic revenge on her classmates, spilling over onto the rest of us, making wardrobe malfunctions and compromising positions far more likely… and actual sex not far behind.

Probability alteration like that was also normal unicorn magic, a way we could influence our environment, though like the rest of the powers she was using, the effect was normally far more muted than that… a point proven when Fluttershy tried to push back from me only to slip again, her head falling this time directly between my legs, letting her feel the growing heat and wetness there.

It was all either of us could do pull back, and we weren't the only ones. "Geez AJ, you really do like that!" Rainbow Dash exclaimed as she felt her friend's rock-hard nipple beneath her hand as we untangled, giving the breast an involuntary squeeze, but Applejack didn't respond. Even falling backwards, she didn't tear her eyes away as the big beast climaxed and the Shadowbolt girl impaled on its massive shaft cried out in her own pleasure, her belly visibly swelling as she was infused with ever-more magic, her body growing again, her orchid-shaded breasts and hips expanding to full adult (if not adult movie!) dimensions as if she was maturing before her very eyes.

And somehow, Sugarcoat still never lost her personality, even as the virtual stallion began rutting her again. "Y-you know, this is something… I w-would expect… fr-from a doujinshi, Sparkle!"

"Oooo! Ooo! I knew I'd seen this before!" Pinkie Pie suddenly piped up from where she'd been attending Rarity, whose own gaze was unwavering, her eyes fixed on Fleur de Lis. "That's from the 'The Spirit of the Stallion' doujin where Ironsteed seduces Layal!" It's my favorite!" Pinkie Pie announced, causing all of us except AJ and Rarity to stare at her again, despite all that was happening around us.

"What?" she asked in perfect innocence. "I got hobbies!"

Midnight's grin became ironic as she glanced over at the rest of us, apparently taking particular note of Applejack and Rarity's reactions to the proceedings. "Actually, she's right, Sugar. You can blame a couple of your classmates for showing me that one. And let's see… who should be next?" She scanned the Shadowbolt side of the field and her eyes fell on… Upper Crust, who was staring in some horror and envy at the scene with Fleur. Midnight's latest victim was no longer fighting what was happening to her, pounded and pawed from every angle; she'd even started to actively participate, clutching at the four boys with her hands and feet, moving in concert with them.

"So, little miss uppity…" Midnight began, her arms crossed, looming over her with raven wings wide. "Exactly why did you chase off Jet Set from talking with me last summer? He was being nice—something you never were to me," she said ominously.

Instead of replying, Upper Crust brought out a small crucifix on a chain around her neck, holding it out like she was warding off a vampire. "Back! Back unholy demon!" she cried out, clutching the artifact with one hand and her blouse with another as if to keep it on her.

Midnight seemed very amused by that. "Unholy demon?" she echoed, then with a wave of her hand caused a massive windstorm to erupt around her, blowing directly up as if the shadowbolt girl was caught in a miniature twister, picking her up off her feet and ripping violently at her clothes.

The howling wind slowly undressed her, blowing under school uniform and tearing it apart from the inside, ripping off her skirt, jacket and blouse in turn, progressively bearing more of her olive skin as she shrieked. Finally even her stockings, bra and panties were taken, sucked up into the sky as Midnight ceased the storm, depositing her on her bare backside in the grass, completely naked except for… her crucifix, which Midnight had made a careful point of leaving behind.

"A demon, am I? So… who's your goddess now, Upper Crust?" Midnight asked with a grin as the girl scrambled backwards against the wall, trying to cover herself as Midnight loomed over her even more ominously, once again a dark angel about to pass judgment. "I'm actually going to let you off easy, you know. You left me alone for the most part, after all. Still… you're very possessive and jealous of everyone, always wanting what they have, whether it's a new pair of shoes or boyfriend. So your punishment will be… that you don't get any of it! You can only watch!"

With her pronouncement of sentence, Midnight's horn glowed again, hitting Upper Crust with more arousal magic as some ethereal shackles materialized, clacked around her wrists and legs and bound her to the wall, her hands up over her head and legs spread just enough apart she couldn't rub her thighs together. Just as all the others had, her cheeks went very warm and rosy, her nipples hardened before our eyes and wetness was soon visible between her legs around the indigo and white fur that surrounded her sex, running down the insides of her thighs.

"Aww… that's mean!" Pinkie pouted as she watched the shadowbolt girl struggle to touch or relief herself, her eyes flitting from one scene to the next, her desires stimulated further no matter where she looked.

"It kind of is…" Fluttershy agreed, the tear on her blouse worsening as she involuntarily pawed at it.

"A perfectly apt treatment if you ask me!" Rarity dragged her attention away from Fleur long enough to observe the new scene.

"Who cares about her? Dang it AJ, snap out of it!" Rainbow Dash finally slapped her friend, hard.

"Huh? Wha?" Applejack spoke for the first time. "Oh, uh… s-sorry…" she blushed hard but her eyes kept going back to Sugarcoat, though she also noted all the new activity around her as well with wide eyes and ever-deepening flush on her freckled cheeks. "Uh, Dash… ya know your hand's in my pantry, right?" Abruptly, Rainbow looked down to realize her left hand was pressed squarely against Applejack's left breast… but even though she blushed further, she didn't immediately withdraw it.

"You complaining?" she challenged, giving her friend's mammary a squeeze.

"No…" AJ admitted, the pair's attention on each other for just a moment instead of everything else around them before Midnight's voice pulled them back to the present.

"Enjoy the view, Crusty! So who's left?" Midnight wondered aloud. "Oh, right. The two girls I was saving for last. And let's start with…" her eyes narrowed as she floated upwards to and her gaze settled on…

"Sour Sweet!" she said as she magically ripped out the bushes the girl was hiding behind. But instead of pulling her forward, this time she threw her classmate backwards, pinning her against a large tree that suddenly sprouted right out the ground, its branches curling around the other girl's wrists and ankles and then pulling them apart, leaving her spread-eagled and helpless.

Realizing she was trapped, the freckled girl stared at Twilight in very real fear. To her credit, she swallowed it and worked up some sass despite the danger she was in. "So good to see you, Sparkle!" she clasped her hands and spoke Sweetly at first, true to her name. "Now listen... I know you're a little upset and I'd be really happy to help you, but… you're not exactly my type!" her mood changed abruptly as she spat out the last words angrily, fists now clenched at her sides.

"And what type is that?" Midnight all but snorted. Her body magically matured and grown, she now stood much taller than her classmate who, I noticed, was looking right into her cleavage. "I mean, who would even want to be with you? You're nearly as strong and as good an athlete as Indy, but all you ever do is bully. You pretend to compliment people and then turn around and put them down. When they ask for help, you just insult them. I asked for assistance moving my lab equipment, you said "Oh, I'd love to help, Sparkle but… I have more important things to be doing… like watching paint dry!" she mimicked Sour Sweet's voices and mannerisms perfectly, then her eyes narrowed further. "But to be fair, when I was struggling to do a single pull-up in gym, you did ever-so-sweetly offer to 'give me some encouragement'... by squeezing my butt in front of everybody while I was hanging from the bar!"

Sour Sweet swallowed but couldn't quite seem to help herself. "Well it worked, didn't it? I was just trying to help you pass your fitness test, Sparkle!" she claimed, ever-so-sweetly.

"And yanking off my shorts and panties afterwards while I was still up there clinging to the bar?" Midnight glared.

"Just trying to lighten your load!" Sour's voice went singsong again before dropping back to a growl. "Besides, you know you liked it..." she muttered under her breath as an afterthought, looking away.

I had to give her credit. The girl had some serious horse apples to go with her slightly schizophrenic streak.

Midnight's smile turned sickly-sweet and evil all the same time as she mimicked her classmate again. "You were such a Sweetie!" she said in the same singsong voice, clasping her hands by her cheek as I'd seen Sour Sweet do. "And I know exactly how you can help me again!"

"Bring it, Sparkle!" Sour Sweet challenged. "You don't scare me! Well, maybe a little..." she finished under her breath again, trying to still her trembling.

"Oh really? Then tell you what, Sweetie. Since you seem to think I'm no good at it, how about giving me a little archery lesson?" Midnight grinned toothily as she flew back up into the air on her raven wings, materialized the same bow and arrow quiver she'd used before, notched three arrows at once just as Sour Sweet had, and took dead aim at her classmate, closing one eye.

My heart stopped at that and mine wasn't the only one. Her courage having quickly abandoned her, Sour Sweet now wore a look of stark terror. Pinkie was right that Midnight hadn't actually hurt anyone, but if there was any girl she might, it was Sour Sweet. It wouldn't surprise me after what I saw happen on the archery range part of relay course. So was she now going to…?

I looked back to see everyone else was thinking the same thing, their excitement suddenly forgotten; even Pinkie looked shocked by the sudden turn of events. "That's it! She's lost it! We gotta stop her now!" Rainbow Dash proclaimed, jumping up off of Applejack and making motions like she was trying to will her wings back into existence; the sudden turn of events even grabbed Applejack's attention. But we had no chance to act before Midnight let all three arrows fly at once… and magically guided them to their targets, all three bracketing Sour's head, causing the poor girl to shriek, nearly giving her a heart attack.

Once again, we'd underestimated Midnight and her increasingly instinctive control over her magic. Two arrows cut through the top of Sour's blouse and shoulder bra straps without so much as grazing the other girl's skin, while the third simultaneously impacted her hair clip just above the crown of her head, breaking it and causing her green-striped dark pink hair to cascade down over her shoulders. Twilight paused long enough for the girl to slump down, shaking badly, a trickle of liquid down her thighs telling all present she had lost control of her bladder.

I was stunned yet again, and not just by Midnight's actions—even the unicorn archers of old couldn't guide more than one arrow at a time, but she'd done three! Magical multitasking like that took a great deal of practice, but she'd once again accomplished it instinctively!

For her part, Midnight seemed completely unaware of the significance of her feat. "Wow, Sour… you really are sweet, helping me practice like this!" Midnight proclaimed gleefully as she notched the rest of her arrows, letting each fly one by one, slicing through and off Sour Sweet's clothes little by little. Her blouse went first, the arrow not just cutting but pulling at the fabric as it passed, embedding in the tree and tearing long gashes in her jacket and blouse that exposed her little by little until finally her bow, blouse and bra fell completely free, fluttering into an adjacent portal where they could not be retrieved…

And revealing that she had pierced nipples, double-ended studs at oblique mirrored angles through both.

"Wow… b-bet her ma didn't approve o' that…" a distracted Applejack said as Rainbow's hand snaked inside her skirt and began kneading her rump.

"You said it!" Rainbow answered from behind her, not taking her eyes off Midnight and Sugar Sweet even as she began to undress her friend, pushing down her skirt and panties to bare what I'd heard Applejack once term her 'baked goods.'

"How garish!" A recovered Rarity said in an appalled tone even as Pinkie Pie was still helping her sit up from behind, neither noticing or resisting as Pinkie unhooked her bra and pulled it out from under the shirttail of her blouse, her dark and erect nipples suddenly showing clearly through her white shirt front.

"I think they're neato! I hear they make boobs real sensitive! In fact, I bet you'd look good with them, Rares!" she proclaimed as she gave her friend's breasts a squeeze under her blouse, then pulled it up over her head, baring her impressive bust fully. Lost in the charged sexual atmosphere, Rarity made no effort to stop her, and she wasn't the only one, many others around us were now in various states of undress. Lyra and Bon-Bon were already in a full tryst while further back, two of the flower girls were starting to go at it as well, Daisy and Roseluck already undressed and making out passionately though the ever-shy Lily Valley stayed in the shadows.

"Wow. Nice!" Midnight herself said in approval, pausing to admire the piercings before moving her efforts lower. One struck the left edge of Sour's skirt, cutting through the elastic band and causing it to immediately fall on that side, leaving another one impaled in the tree between her legs as it shredded the front of her skirt and cut through the bottom of her panties, an additional magical manipulation by Midnight leaving it pressed right between her exposed and surprisingly shaven lips, which could be clearly seen as what little was left of her skirt and panties finally fell away, causing Sour Sweet squeeze her eyes and look away in shame as cellphone cameras flashed yet again.

"Well, look at that… piercings and shaved pussy. So, Sour, just who were you trying to impress?" the transformed Twilight asked as she dematerialized her bow and arrow and approached the now-naked girl, floating slowly towards her, a look of lazy anticipation on her face. "I've never seen you with any guy. But how about a girl…?" She caressed the other girl's freckled light orange cheek, causing her to pull partially away.

The question seemed to trigger another of her patented mood swings. "Girls are great!" Sour Sweet's face lit up, only to just as quickly fall. "But don't… touch… me…" she added in a shaky voice.

"Aw… since when have you ever been shy, Sweetie? Well, it's too late now!" Midnight mocked in Sour Sweet's own voice, and then, to my surprise, she kissed her, full on the lips, delivering a massive dose of magical pheromone to her. Sour Sweet responded immediately, her cheeks going flush and teats visibly hard… and soon there was wetness glimmering on the arrow shaft, which she began involuntarily rubbing herself against, her fear and shame seemingly forgotten.

Midnight let her do it for a few more seconds before taking over herself. "That's my Sweetie!" she announced and began feeling her classmate up in earnest as she remained bound against the tree, fondling her boobs while she made out with her with increasing passion, continuing to arouse her captive further… and that of our audience; Applejack and Rainbow Dash were now clutching and pawing at each other as they watched and Fluttershy was looking very flushed. Further behind us, the boys were watching raptly, the portals all but forgotten, large bulges in their pants as they watched a scene far more lurid and real than any of the pictures they kept as pinups in their locker…

And ones that certainly didn't include Midnight's next action. Seemingly unsatisfied with how little she had to work with, she placed her gloved hands directly over her classmate's immature breasts, her horn glowed and suddenly they began to visibly swell, growing double, then triple in size as Sour Sweet watched in shock. Judging by her reaction, the increase in size was accompanied by one of sensitivity if her quickened breathing was any indication, her body writhing against Midnight's touch as much as her restraints would allow.

"Much better…" Midnight nodded in approval, now kneading Sour's flesh with abandon, causing the freckled girl to whimper and gasp as her pleasure was suddenly redoubled along with her surface area.

For her part, Sour Sweet resisted for just a few moments more but finally surrendered like all the rest when Twilight lowered a gloved hand and slipped several magic-infused fingers inside her, using another instinctive unicorn power to increase sensitivity and enhance pleasure of their mates to further facilitate rutting. It was, yet again, an ability I'd used myself in the distant past, and Sour Sweet had no defense against it as Twilight delivered intense pleasure directly to her swollen and shaven slit, her eyes going unfocused and resistance lessening with each stroke of Twilight's digits, biting her lip to keep sounds I could only describe as thin mewls from escaping her quivering lips.

Much like Indigo, she was trying desperately not to come, this time under her transformed classmate's far more direct assault, only to fail as Midnight's magic overcame her, causing her back to arch hard as she cried out while a small but strong squirt of liquid jetted out of her swollen and overstimulated entrance, coating Midnight's gloved hand.

"Mmm…" she pronounced happily as she raised her fingers to her lips while Sour Sweet slumped where she was bound, her body sweating and trembling. "So sour… and yet so sweet." Midnight licked each of her fingers loudly in turn. "So, still think I'm not your type, Sweetie?"

"W-wow... you're the best lover ever, Midnight!" she stated in a singsong voice, if shakily. Then incredibly, she worked up some defiance in spite of it all. "Now s-suck my dick, Sparkle!" she spat out.

Midnight's grin got larger. "You know what, Sweetie? Good idea!" Twilight placed a thumb directly at the top of Sour's shaven slit. I wasn't sure what she was doing until her horn glowed again, and a phallus sprouted out of where the other girl's clit was; Twilight's thumb on its lengthening tip marking and guiding its growth. When it was big enough to grasp, she wrapped a gloved hand around it and delivered even more magic to it, making it visibly swell and pulse. It grew until it was over eight inches long and was vaguely equine, showing a hint of a medial ridge and flared head.

"Oh…. my…" a flushed and Fluttershy said in a bare whisper where she was still propped up beside me, clutching my arm, a wet spot now very visible at the front of her shorts, her fly having come undone at some point.

Wait—of all people or ponies, Fluttershy liked that idea?

Twilight stepped back to admire her handiwork again, giving us all a good look and Sour Sweet as well, staring down at her new malehood in disbelief as it throbbed and pulsed, a thin stream of liquid already coming out the tip. "But… th-that's…" Sour protested weakly, her eyes fixed on her own organ, which still seemed to be slowly growing, unable to reach it.

"But that's your dick, Sweetie. So now, who should suck it… " she looked around and then her eyes fell on Indigo Zap and Sunny Flare, who were currently still scissoring with abandon between two portals. "Oh Indy! Sunny!" she called out, and I sensed her cast another variant on gotta-wanna-needa-have-it spell on Sour Sweet. It was accompanied by a companion spell on the two other girls who suddenly looked up and focused on a new target—their bound, naked, and stallionhood-equipped schoolmate.

She'd done it again—she split the spell into two somehow so that half would set a target, and the other half chose who would be affected by it. Instead of a general spell, it was now a targeted one. Unicorn sages could spend a lifetime trying to figure out how to do what she did, and she'd done it within minutes of first gaining her magic. Midnight literally didn't know what she wasn't supposed to be allowed or able to do, so she just did it…

As a wise pony once said, it's amazing what one can accomplish when one doesn't know what one can't do.

I should have been trying to figure out how to stop her, or like my friends losing myself in the growing atmosphere of sex around me. And yet all I could think of was how utterly incredible Midnight really was, envying her magical prowess and power…

It almost made me wonder if the old me wasn't quite gone as Indigo Zap and Sunny Flare reached Sour Sweet, fell before her… and began to all but worship her new malehood with their hands and muzzles—sorry, mouths—stroking and licking the slick, thick shaft as the rest of us watched spellbound, the arousal magic and pheromone in the air around us now severely affecting us all.

There wasn't even much picture-taking any more, everyone had dropped their phones on the CHS side of the field to pleasure either themselves or each other. Rainbow had AJ's boots and bottom off and was working on removing her top while Pinkie was working Rarity's chest with increasing abandon—"Wow, I bet these would be good for some futa fun!" she proclaimed—kneading her bared breasts as her friend clutched her hands to her. Fluttershy was still clinging to me as she watched, making motions like she was stroking a male organ of her own.

It was all I could to not indulge her, trying to keep my own head about me even as all my friends and everyone else about me were losing theirs; even a glance up to the second floor window told me that two CHS principals and Crystal Prep dean were affected as I caught a spectacular glimpse of Cadance sandwiched between a topless Luna and Celestia, her face being kissed and her clothes being rapidly removed.

But everyone else's attention was fixated in front of them. "But th-this isn't… I c-can't…" Sour Sweet tried to get out through squeezed-shut eyes and gritted teeth. But whatever she was trying to say, it was to no avail as her two classmates, much further gone than she, pleasured her brand-new stallionhood. Assaulted by the sensations emanating from the alien organ that had sprouted from her, sensations only intensified as Indy and Sunny pillowed it between their breasts and worked the flared head together, the bound Shadowbolt girl could only writhe and gasp…

And in the end, cry out and arch her back in overwhelming pleasure as she erupted an impossibly large amount of seed that showered herself and the two girls before her, who drank down as much as they could. Their bodies responded to the fresh magical infusion exactly as Sugarcoat's had, their hips and breasts filling out further, growing before our eyes… turning them into fully mature and very buxom women…

And then causing their bodies to sprout large stallionhoods of their own, making Fluttershy gasp anew. Like firecrackers, the other two captive girls went off as well, the latest climax of Sugarcoat's equine lover causing her to grow a large new addition that rapidly expanded and lengthened until it was sitting squarely between her breasts and Fleur quickly followed as she was pumped full of magic and seed by the four boys, her already-large breasts growing further and clit all but exploding into a massive new organ that was nearly the equal of the ones taking her.

"D-dang… w-want me some o' that…" a now naked and very shaky Applejack admitted, glowing with her internal magic for just a split second, making me blink. What had just happened there…?

"You do?" Rainbow Dash said in amazement as she began pleasuring her friend

"Me… too…" Fluttershy said very quietly, now not shy at all as her hand began to track up my thigh and pulling my skirt with it, causing my breath to catch and I found myself reaching around her with my own arm, pulling her shirttail free and reaching up beneath it to undo her bra, releasing it before I caught myself.

"Wow. I didn't realize that would happen…" Midnight admitted with a grin. "Oh well. Experiments sometimes produce unexpected results. And then there was one…" Midnight pronounced with satisfaction. "I've been saving the best for last. So where are you hiding, Zesty…?"

/-/
/ 8: Zested Lemon/-/

Things were going to hell in a handbasket, as my human friends would say.

Though Midnight was no longer opening new rifts, her attention now squarely on her classmates, the rifts themselves seemed to be growing increasingly chaotic, seeming to randomly shift and change where they opened to from time to time. A view of a scenic hamlet would be replaced by a look inside some noblepony's bathroom (and that stallion sure had a mare-ish scream!). Another of the old Everfree castle was briefly replaced by the inside of a changeling hive before shifting to a dragon sleeping on his hoard. There was little rhyme or reason to it, and after six years away from Equestria the odds of seeing anyone I knew through them were slim.

So imagine my surprise when I saw a familiar face in one that popped open almost right next to me. A dark amaranth pegasus mare seemed to be herding other pegasi away from the rift, in what I assumed to be Cloudsdale, owing to the rainbow factory I could see behind her. Her grey mane was shot through with a single stripe of crimson, although the wind was blowing it around so much as to make it hard to tell. She turned back to the rift, revealing sapphire-blue eyes… which quickly locked onto my own.

Shocked recognition crossed her face, as I'm sure my own reflected. She was a personal aide to Princess Celestia, a court singer with some unique powers. She'd also never liked me, and goddess knew I'd given her ample reason not to during my two years as Celestia's student. After all, she'd been the one to clean up several of my messes, and had made her dislike of me known rather vocally.

"Delta Requiem!" I exclaimed, gaping at her. To say I was surprised would be an understatement. I hadn't expected to see her again; at least, not in pony form. Her human counterpart had graduated CHS last year, and had been the one student I avoided making an enemy of during my 'dark days'. After all, no matter the world, Delta had a habit of finding out things you wanted kept secret… and using them for the greater good.

"Sunset Shimmer?!" she gaped back—she must have recognized my eyes and hair, even as a human. Still, she was never one to be fazed for any great length of time, as she shook off her shock, replacing it with an air of authority I remembered well. "I don't know how you're there, and I don't care right now! Whatever's going on over there, you have to stop it!" she told me, struggling to be heard over the wind. "The boundaries between the worlds are weakening! Portals are opening up all over our world and yours! If this keeps up, there'll be no stopping them!" she warned me, and case in point, a new rift all but unzipped before my eyes, this time showing a village of zebras who turned towards me in shock.

"But I don't have magic here! Can't you close them from your side?" I asked her.

The pegasus spellsinger shook her head in fear and frustration. "You know the rules of interdimensional rifts—a portal has to be closed from the same side it was opened from!" she reminded me.

"Could you cross over yourself and help?" I suggested. "I need a heavy hitter to bring her under control!" I pointed at Midnight.

"No!" Delta shouted, though her eyes widened as she spotted the transformed Twilight. "Any portal crossings will destabilize the dimensional boundaries even further, especially if a powerful magic user crosses! We can't let anyone pass in either direction or that'll just accelerate it!" she warned me as the wind picked up hard on her side of the portal. "You have to stop this, Sunset Shimmer! Before it's too late for both worlds!" were the last words she got out before the rift abruptly closed and a new one opened in its place, this time showing some very startled gryphons.

"Stop her… right…" I slapped myself a couple times, trying to snap myself out of the arousal-addled stupor I'd been threatening to fall into along with all my friends, who were now all but lost to it. Rainbow Dash and Applejack were now making out passionately, AJ removing Dash's top to leave them both naked, the two of them stealing glances at the various scenes. Pinkie was eagerly giving play-by-play commentary in Rarity's ear on Fleur's subjugation as she continued to grope her friend and then pushed down her skirt and panties as I watched… though oddly, she hadn't lost any clothes except her outer blue jacket.

Then there was Fluttershy, being anything but shy as she openly pleasured herself beside me with one hand inside her skirt and under her blouse, though she retained enough of her modesty to not remove them as she admired the new Shadowbolt equipment, her eyes flitting from Fleur's scene to Sour Sweet's and back. The temptation to join her, undress her was enormous even though I'd never seen her that way before. But some part of me badly wanted to repay her endless kindness after my fall, apologize for all the abuse my old self had heaped on her with fingers and tongue…

Especially when I felt her hand on my cheek, turning me gently to kiss her. I'm embarrassed to say I gave in, Delta's warning momentarily forgotten, increasingly fevered thoughts lost in my new friend's undeniable beauty and unusual forwardness as her hands rested briefly on my shoulders before traveling downwards, over my chest, making me go weak in the knees.

Things were little better behind me, and in some ways even worse. All the remaining spectators had given up on trying to escape, or even filming the events with their cellphones; they were now heavily engaged in their own erotic escapades before the increasingly wide eyes of the watching ponies, who were creeping ever closer to the again-widening rifts. Even Photo Finish had dropped her camera, now making out passionately with Hoity Toity. Alone around me, it seemed like I was the only one still half-sane…

Check that. There was one more.

"Woo-hoo! Good show, Sparks!" I heard sudden clapping from the Shadowbolt side of the field, just audible over the wind.

"Zesty?" Midnight rounded on the voice's source. "No use in hiding!"

'Zesty' laughed. "Ain't been hiding anywhere! Been enjoying the show a lot!" I turned to my right and saw… Lemon Zest lounging casually against Cinch's tree, which Midnight and the rest of us had paid no attention to since imprisoning the Crystal Prep principal there. She picked up her smartphone which had previously been propped in the branches and then turned around and took a selfie of herself with Midnight in the background. Her signature headphones were off, and so was her jacket and bow; her blouse was open to reveal she wasn't wearing a bra, the inside curves of her breasts very apparent. "I knew you had it in you, Sparkle! This is the best Friendship Games ever!" She leaped for joy, showing that she wasn't wearing panties under her skirt, her shaven pussy visible for just a bare moment… and did I catch something glinting?

For once, Midnight was at a loss for words. "By the way, you missed someone," Lemon Zest told her, pulling out a very disheveled Suri Polomare from behind the tree, her grayish-violet hair badly frazzled and out of its usual multi-bun formation. Her blouse was open and her bra was pushed up, and she waved to Midnight with a dazed expression, seemingly completely incognizant of the fact her skirt and panties were hanging down around just one of her ankles. "Don't worry, I got her for you. She really liked you domming Sweetie there. Hey, so did I!"

"Incorrigible as ever, I see…" Midnight said, unamused. "I'll be sure and fix that."

"I'm sure you will. So… what's my punishment?" Lemon Zest asked eagerly. "Do I get the horsecock and big boobs too?"

"No. Because you'd like that," Midnight immediately replied, crossing her arms and looming over her.

She went crestfallen. "Aw, why not, Sparks? What did I ever do to you?"

"Oh, let's see…" Midnight made a show of thinking. "There was groping my butt at the homecoming pep rally…"

"Aw come on! Half the school did that to you!"

"I did!" Sour Sweet agreed, her back arched hard against the hands and mouths pleasuring her now-ten inch stallionhood

"Me too!" Pokey Pierce shouted, his hands on Fleur's flanks and stallionhood still buried deep in her tail. Several other shadowbolt students that had been sitting in the stands behind them raised their hands as well, bodies now entwined with their schoolmates.

"What is it with you guys and Twilight's butt?" Rainbow shouted between kisses of Applejack, the pair making out passionately in front of some gawking griffins; one was staring directly at Rainbow with a shocked expression… and I could have sworn a flash of jealousy.

"Well, I think it's kind of nice…" Fluttershy admitted with an admiring look at Midnight. "And so is yours, Sunset…" I felt her hand on my backside, reaching beneath my skirt and sending a fresh wave of warmth through me. I didn't pull away, letting her knead me to her heart's content, her fingers beginning to slip beneath my stockings, causing my breath to catch further, my own going to the bottom of her blouse, which was already hanging loose off her shoulder from a broken strap.

Midnight flicked us a glance. "Then you flashed your boobs at me saying 'I had to see this!'"

"So? I did that to half the school when I got my nipples pierced!" Lemon Zest said, opening her blouse and showing her two rings proudly.

"She… really… did!" Sugarcoat confirmed, stroking her new stallionhood with each fresh thrust of her magical lover.

"And did you corner them in a washroom stall to do it?" Midnight challenged.

"Seriously…?" Sunny Flare asked around a mouthful of Sour Sweet's stallionhood, stroking her own and Indigo's at once.

"And then brag about how sensitive they were?"

"Getting creepy!" Indigo agreed as she suckled one of Sour Sweet's oversized teats, her hand on the other and stallionhood pressed against her schoolmate's.

"And put them in my face and invite me to touch them…?"

"How unladylike!" Rarity claimed as she allowed Pinkie to remove her boots and socks, her legs wide and femininity displayed prominently as she pleasured herself.

"You still can if you want!" Lemon presented her breasts proudly.

Midnight didn't acknowledge the offer. "Then you slipped that freaky doujin in my biology textbook…"

"Which you turned around and used on Sugar there…" Lemon nodded in satisfaction.

"Well, c-can't say I'm unhappy sh-she did…" Applejack stammered as Rainbow Dash began to eat her out, on her back and grabbing at the grass around her.

"Sp-speak for yourself!" Sugarcoat cried out as she reached another orgasm, the horse having rolled over onto its back, making her ride him from the top as some Saddle Arabians in a nearby portal watched wide-eyed, a couple stallions watching her now sporting large erections of their own.

"Fondled me from behind in the dark when I was trying to present a slide show in history…" Midnight continued.

"Hey, you liked it! Your tits got nice and hard!"

"So are mine! That doesn't… mean… I want thismmmMMMPH!" Sunny Flare announced as both Sour Sweet and Indigo erupted in her mouth again, the fresh magical infusion setting off another growth spurt, her breasts and stallionhood adding another inch or two, the latter approaching the dimensions of the four boys.

"Could have fooled me!' Lemon Zest fired back. "And as wet as you were, if I had a couple more minutes I'd've even gotten you off, Sparks!"

"R-remind me to… s-slug her later… w-will ya Rainbow?" Applejack said shakily as Dash's fingers explored her human marehood, her thumb friend's rubbing the top nub in a very practiced manner.

"Y-you'll have to… get in line… behind me!" Rainbow replied from atop her as Applejack's hands kneaded her breasts in return, causing her lover to arch her back. That they'd been in a relationship was one of the worst-kept secrets in the school, given they hadn't exactly hidden it. Then again, the two didn't give a single buck about what anyone else thought of them for it, and had the ability to kick the flank of anybody who did.

"Grabbed me and kissed me in the showers?" Midnight continued in growing anger.

Even Pinkie made a face as she finished undressing Rarity, pulling her last sock off and throwing it into a nearby portal. "That's not fun, that's creepy!"

"Indeed! She was stalking her!" Rarity agreed, watching wide-eyed as the four boys on Fleur shifted positions, flipping her over, two other Shadowbolt bolts joining the group. Lost in the magic, she immediately grasped their still-normal-sized malehoods; her magically charged touch causing them to expand and grow. "I would certainly never allow myself to be publicly used and pleasured in such a way!" she proclaimed as Pinkie pulled her to her feet and did just that as she stood.

"You didn't have to run out, you know!" Zesty's expression faltered a bit as she heard her classmates turning on her. "Indy thought it was funny to lock you out. I was the one who let you back in!"

"So nice of you!" Sour Sweet spoke up as her two schoolmates continued to grope her, speaking through panting breaths. "Of c-course, then you let her crash into you when she ran back inside so you'd both fall in a heap together!" she pointed out with a growl.

"Well I didn't see any of you help her out!" Lemon retorted.

"You didn't help her out! You helped yourself!" Upper Crust shouted from behind, looking badly flushed and straining at her magical manacles, unable to self-pleasure.

"To me too!" Suri Polomare added, now bent over and pleasuring herself to Sour Sweet's scene, her bare rump apparently attracting some zebra interest from another nearby portal. "I was hiding and she did this to me! Let her have it, Sparkle!"

Midnight gave a grin that said she had every intention of doing so. "And for the coup de grace… Hacked my computer to show me a certain video I couldn't turn off? And then locked me in the lab with it?"

"Aw, come on! Coital Convent is a classic!"

Pinkie's expression went briefly horrified though her hands never left a riveted Rarity, the fashionista badly flushed and clutching her friend's hands to her, light pink fingers prominent against the white flesh and violet fur that surrounded her human marehood. "You showed her that?"

"And then let Sunny record my reaction and play it back in health class?" Midnight eyes began to glow red, her aura turning almost fiery.

"Okay, maybe that was a bit over the top…" Lemon admitted with her hand behind her head, suddenly sensing that she was perhaps in more trouble than she thought. "But I was just trying to help you loosen up, Sparks! You're always so uptight! Well, until now that is…" she motioned all around them. "And I couldn't be prouder! I knew you had it in you! Just needed a little encouragement to come out!"

All I could do was shake my head in disbelief. The conversation and scenes around me were completely surreal and making it very hard for me to focus, never mind my own near-irresistible arousal, not helped by Fluttershy's presence or roving hands, now traveling upwards under my blouse as she kissed me again, her fingers closing over my breasts, causing me to sigh softly and return the favor, my fingers pausing on hers just long enough to feel their soft curves before pulling her blouse and bra free over her head. She blushed hard but smiled demurely at me, melting my heart further as her hands went up my back and she pressed close, kissing me again. Though perilously close to full surrender, I was still trying to remember half an idea I had earlier, my glazed eyes briefly settling on Twilight's discarded magical collection device now lying on the other side of the ground portal.

Wait. Maybe the answer was surrender? If you can't beat her, join her… maybe I could duplicate Twilight's ascension. Use her pendant to drain more magic and then turn it on myself. So the first step was to get to it… but the big ground portal was in my way and I couldn't reach it quickly without attracting Midnight's attention…

And I also couldn't do that without separating from Fluttershy, which I was singularly disinclined to do, my hands traveling downward over her bare back and finding her flanks, squeezing them as she'd done mine before hooking my thumbs—have I mentioned how quickly I came to appreciate human fingers?—in her skirt and pushing it down, causing several soft gasps from watching ponies, several taking an involuntary step towards her.

It would seem my friend was just as beautiful and irresistible to equines as she was to humans.

"Loosen me up?" Midnight stared down at Lemon Zest in growing rage, magic now crackling around her, the atmosphere roiling further and the nearby portals expanding fractionally, the denizens on the other side beginning to creep closer. "You freaked me out, took advantage of me constantly, left me afraid to even be around you, humiliated me when you and Sunny recorded me and played it back to everyone, and that video gave me nightmares for weeks! I couldn't sleep thanks to you!"

"Um… didn't you tell anyone about all this…?" Fluttershy asked cautiously around kisses to me, looking around in some interest at the creatures now staring at us, some of whom looked predatory. And many seemed to be taking a particular interest in her, leaving me wondering if her affinity with animals was somehow spilling over into the various four-legged races of my homeworld if they found her as irresistible as I did at that moment.

"Dean Cadance, finally…" Midnight admitted with a glance up at the second floor window, where the Crystal Prep vice-principal now had her naked chest pressed hard against the glass window, her bared breasts in spectacular display. I couldn't see Luna or Celestia except for one light-colored hand and one dark groping her from different sides; it wasn't too hard to guess what the two principals were doing out of sight below the window giving Cadance's squeezed-shut eyes and repeated gasps, the threesome ignoring another aerial rift just outside the window with some open-mouthed thestrals and pegasi watching them from directly above, the mares self-pleasuring along with one stallion stroking himself, whispering back and forth between each other. "She got me out of gym class and let me use the period as an extra study hour, but she still didn't punish Zesty…" she said in disgust.

Incredibly, Lemon Zest grinned, lounging back against Cinch's tree and taking a smug look, crossing her arms over her bared chest. "She didn't punish me because I knew her secret, Sparks. One you'd be interested in…"

"Oh?" I could just see Midnight raising an eyeridge through her aural glasses as Cadance's eyes snapped open.

"No joke, Middy. I know something you would really want to. Don't get me wrong, though. There was a price for my silence. And Cadie paid it in full, so you don't get to know… unless you pay my price, too!"

I had no idea what kind of secret she could hold over a school Dean and wasn't sure I wanted to given the sudden look of stark terror on the Crystal Prep Dean's face, apparent even through the window. I had a sinking feeling I knew what the price was, though.

Midnight smiled unpleasantly and suddenly raised her up magically by the back of her open blouse like she was picking up a misbehaving cat by the scruff of the neck. "Sorry to disappoint you, but I already know your shiny little secret. Zesty. She told me herself. And this means you blackmailed them too…" she noted. "Care to quit while you're only way behind?"

Though her expression dropped for a moment, Lemon Zest recovered quickly. "Okay, then… either you pay my price or I tell everyone!" she tried again.

This time, Midnight's expression dropped along with the green-haired girl to the ground, which I took as a good sign—it meant she did still care about others, at least those who had treated her well. It meant Twilight wasn't completely gone; I just had to figure out how to reach her… and the key, I was increasingly certain, was in the same magical collection device that had caused all this

"You conniving little…!" Rainbow was silenced by another kiss from Applejack while the girl griffin on the other side of the nearest portal watched with bulging eyes, her wings flared in anger, being restrained from leaping right through the rift by two others.

"Get your paws off my DASHIE you DWEEB!" she shouted at Applejack, giving me pause—did she know Rainbow's pony counterpart…? In any event, I prayed that the other two could hold her back—the last thing we needed was a griffin crossing through.

Her voice, however, caused both Rainbow and Applejack to start. "G-Gilda?" they said as one and turned towards the rift, jaws dropping open as they beheld what I could only assume was a former friend or lover in griffin form. And they weren't the only one having such an encounter; the three flower girls were currently gaping through a fresh portal… at themselves as ponies. And then, as one, all six fainted.

For as much effort as she'd expended opening them, Midnight now paid the portals little mind despite all the ponies and other races looking through them, her attention focused on Lemon Zest before her. "And your price is…?"

Zesty's grin got bigger as she picked herself back up and dusted herself off, shedding her remaining clothes right then and there. "I get the big boobs and horsecock, and I get to do you with them. Right here. Right now. No complaints. And no tricks. You hit me with some of that sweet magic, and then yourself as well… or I tell and that's that."

"Have… you… no… shame?" Rarity cried out as Pinkie brought her to the brink of her first public orgasm, her beautiful alabaster body arched in spectacular display.

Midnight hovered over her with arms crossed and all activity ceased for a moment as we all held our breath. I took it all back. For as bad as the others were to Twilight, Zesty was much worse. Manipulative and not above extortion, even of teachers and school heads, using her body and ability to learn secrets to get what she wanted and keep the entire school in line…

Have to say, the old me would have gotten along with her quite well. And it was also probably a big part of the reason why the other students were the way they were.

And even now she was still at it, trying to blackmail Twilight even after she'd transformed, wanting only to get her hooves on her… make Midnight her greatest conquest ever, and for a moment I thought she was actually going to succeed.

Magic-infused and shorn of all her shyness and morality, Midnight had other ideas. "Well now. That would be an offer I can't refuse, Zesty…" she began in an almost-cowed tone before her expression turned evil again. "If I was still that scared little girl you loved taking advantage of. If I didn't have the power to wipe your memory or turn you into a tree like Cinch. And if I couldn't just pick you up and toss you into the nearest portal and close it behind you. See how they like your silver tongue!" she nodded at the zebras behind her, the stallions of whom were wearing angry expressions in addition to their prominent erections—it appeared that even from what little they'd seen and heard, they wanted to see Lemon Zest get her comeuppance too.

The lime-haired girl's expression dropped a little more with each threat, and for the first time there was a genuine look of fear on her face. "You c-can't! There's video evidence! And only I know where it is!" she plead.

Midnight cackled. "If only you know where it is, then nobody else can find it, hm?" she pointed out mildly, finally leaving Lemon Zest speechless to a ragged cheer from the other girls. "Besides, once I'm through with you, you'll give it up willingly. It's time, Zesty. And I know exactly what your punishment should be."

"And what's that?" Lemon Zest still tried to cop an attitude, though I could see her sudden cold sheen of sweat. "Clear by now you ain't gonna hurt us, and there ain't much you can't do to me that I won't like, Sparks!"

"Oh, that's where you're wrong, Zesty…" Midnight floated closer, her aura glowing brighter even as the skies got ever-darker; the rumble of thunder overhead now constant. "I can do to you exactly what you did to me. But first…" she waved her hand and to my surprise, she redressed Zesty in her school uniform, her blouse and panties all but leaping back on her, making her immaculate—probably the only student in the entire courtyard who was at that point.

"Huh… what?" Lemon looked confused at this turn of events.

Midnight paused as if to savor the moment. "Spoiler alert: the other girls I made up the punishments for as I went. But I knew what I was going to do with you from the very start, Zesty. You don't get me, you don't get any of the other girls, and you don't get any extra equipment. What you do get… is poetic justice!" her horn flared and suddenly a glow appeared around Zesty's head, focused on her eyes.

My jaw dropped open again as I recognized yet another advanced unicorn spell it normally took years to learn—telepathy. It wasn't just a simple link either; Midnight was sharing her memories with the other girl and being none too gentle about it.

I watched as the lime-haired girl's expression dropped, becoming almost agonized as Midnight force-fed the girl her own experiences and emotions from all the myriad times she'd been groped and taken advantage of by her schoolmate, and as unpracticed as she was, I felt some of it too—her fear, her sense of violation, her outright shame at being unable to stop it… and even worse, part of her enjoying it, wanting even more, unable to stop thinking about it afterwards but also unable to cope, eventually locking that part of her away and increasingly withdrawing and hiding in her lab, losing herself in her studies as much as possible…

As it turned out, Midnight was very much Lemon Zest's creation, a product of years of unwelcome advances.

A point Midnight now made directly. "That's what it felt like. That's what you did to me. So, still think you were helping me, Zesty?" she demanded.

I watched as Lemon fell to her knees and clutched her head as she was forced to relive Midnight's own memories. "Stop it… stop it!" she pleaded.

"Like I asked you to?" Midnight's anger reached full rage. "You didn't! So why should I?"

"I'm sorry!" she begged, tears now streaming down her cheeks. "I… I didn't know!"

Abruptly, Midnight released her, causing the girl to collapse onto her hands and knees, shaking badly, still able to taste Twilight's terror and Midnight's Rage. "You still don't!" Midnight proclaimed. "Because you haven't felt the worst of it yet. But I'm not going to just share that with you. You need to experience what I went through with that video directly!"

Her horn flared and suddenly the ground around Lemon Zest erupted, glowing violet tentacles and tendrils sprouting out of the very sidewalk around her, their tips taking the shape of phalluses. they curled around her arms and legs as the girl gave an uncharacteristic shriek, lifting her into the air as more tendrils sprouted out and began reaching for her, snaking inside her clothes, one encircling a breast and another worming its way under her skirt inside her panties. Surprisingly, Lemon reacted badly, trying to pull away, her mind still reeling from Midnight's memories and emotions. Memories and emotions Midnight was still feeding her, a fact confirmed by Midnight's next words.

"So how does it feel, Zesty?" the transformed Twilight asked as the tentacles continue to invade her clothes and body, visible bulges marking their progress and they found her flanks and began prying her legs apart. "This is what it felt like being forced to watch that movie!"

Zesty tried to say something, but her cries were quickly silenced as a glowing tendril found and plugged her mouth, others tearing her clothes apart from the inside but leaving enough behind to only heighten the provocativeness of the scene, the tendrils taking her through rips in her uniform that exposed just enough of her curves and intimate areas to be suggestive without baring everything, though it was still quite clear what was happening to all her wide-eyed viewers, both human and non…

Viewers like Pinkie, who was watching as raptly as Rarity did Fleur and AJ did Sugarcoat.

"Oooo… that's from Coital Convent!" Pinkie confirmed as she brought Rarity to her first orgasm, my fashionista friend being a surprisingly loud screamer, collapsing back against a still-dressed Pinkie. "It's my favorite part in the movie, where the sister superior fails to correctly perform an exorcism on the invading demon Atsu! And then he corrupts her and uses her to corrupt the remaining sisters, turning the entire convent into his new coven!" she explained with great eagerness.

"Darling, that sounds positively… derivative and dreadful!" a breathless Rarity announced, leaning back hard against Pinkie and holding her friend's hands to her. "Tell me more!"

"Ooo! I can't wait to show you it! It's got this one scene where…"

Within seconds, Lemon Zest was being taken as thoroughly as Fleur was, cock-tipped tentacles finding and filling each of her orifices in turn, pistoning in and out of her muzzle, marehood and tail (my mind was automatically using equine terms for them) as she resisted only weakly, holding her up in the air and in full display. She slowly became aroused as they worked her despite her fear and trauma if her increasingly prominent teats and glistening marehood were any indication—I finally saw that the earlier metallic gleam was a pierced clit—and a minute later they erupted all over her, covering her in their seed and then depositing her on the ground before Midnight. They left her shaking badly and clutching herself, her clothes in tatters and body turned into the toy I now gathered she'd made countless others in the past, even her school Dean, who was nodding in satisfaction to herself.

"Thank you, Midnight!" Cadance called out raggedly through the opened window, an equally naked Celestia and Luna now visible at her sides, caused shocked looks and double-takes from the pegasi and thestrals watching; I'm sure they the recognized the pair as human versions of the princesses.

"You're welcome, Dean Cadance. But I didn't do it just for you. So… anything to say for yourself, Zesty?" Midnight asked.

"Th-there is…" she confirmed, half-gasping, half-sobbing.

"I'm listening."

She took several ragged breaths before speaking again. "I'm s-sorry…" she told her, bowing low before Midnight like she was a princess. "I-if that's how I hurt you… I'm so sorry…" she said again, beginning to cry, and to my surprise, I believed her. "I d-didn't mean to. And… o-one other thing…"

"What?" Midnight bit out.

"Could I… d-do that again?" she asked, raising her watery eyes back to her captor. "Pl-please? J-just without the freaky head games this time…"

Midnight stared at her in disbelief before the corner of her mouth crooked up. "On one condition," she told her. "Where's the video evidence?"

Broken, Lemon Zest didn't hesitate. "Hidden file… on your lab laptop… l-last place anyone would look… p-put it there when I hacked your system…" she said shakily, then recited a directory path.

With a flash of her horn, Midnight proved she'd also mastered the standard unicorn item summon spell as her laptop suddenly materialized in front of her—magically transported there from twenty miles away, which was normally far out of range for such a large object. She held it up in a levitation spell, opening it and quickly going through it, her fingers flying over the keyboard… and finally nodding in satisfaction, closing it and making it disappear with another flash of her horn.

"Done," she pronounced, magically resetting the scene, cleaning up Zesty with one spell and redressing her a second time with another. "Have fun, Zesty," she said as she triggered the tentacles again, one grabbing her leg and dragging her back towards the main nest, which quickly picked up where it left off, picking her up and shredding her clothes from the inside a second time and taking her all over again. Her squeals were considerably less pained this time, and she gave a thumbs-up to Midnight as she finally came hard, the second magical infusion causing her breasts to swell and a stallionhood to sprout just like her classmates, all but bursting out from the newly-tattered remains of her blouse and skirt.

Her vengeance over her schoolmates complete, Midnight looked around, noting all the ponies, griffins, Saddle Arabians and thestrals watching through the portals, looking from her to the various scenes and back. Their excitement was evident from both glistening marehoods and erect shafts. Several were already actively pleasuring themselves—or even each other—and with their gazes on Midnight, all seemed to be asking silent permission of this alien world's master to enter and join in.

She considered the question, and smiled. "Well. I had been planning just to leave this world forever, but now I'm thinking a bit differently. Why not bring Equestria here?" Midnight mused, causing a fresh pit in my gut as I sensed her intention, trying desperately not to lose myself to Fluttershy. "Come on over, everypony!" she invited, her magic widening the portals further.

"Yeah! Don't be shy, ponies, it's a party!" Pinkie added her own invitation before suddenly leaving Rarity and taking a running leap at the tentacle nest that held Lemon Zest, jumping into it like she was in the deep end of a pool. The tendrils wasted little time in giving her the same treatment, and before long she was being taken every bit as thoroughly as her shadowbolt counterpart. Despite that, she still spoke eagerly and made a waving motion with her hand. "Come on in everyone! The water's mmmMMPH!" she called out just before her muzzle was filled.

With that, the dam broke and several dozen ponies and zebras, griffins and saddle arabians started streaming through the various rifts…

With Fluttershy in my arms, her fingers nearing my marehood and Delta's warning ringing in my head, all I could think was that things had just gone from very bad to irretrievably worse.

/-/
/ 9: Sunsetting/-/

It's funny, but when I first arrived on Earth all those years ago, I held human sexuality in contempt.

From their pathological fear of nudity to oversized and impractically placed mammary glands that my new male classmates drooled over, I thought that when it came to sex and rutting, humans were the most backwards and ridiculous race imaginable. That changed over time as I came to discover and appreciate the benefits of my human form, and how I could use it to my advantage.

The Zebras, Ponies, Saddle Arabians and Griffins had already discovered those benefits just by watching through the portals and eagerly took advantage of them now; stallions of the group overjoyed that human girls were willing to perform oral, others quickly discovering the charms of breasts and tit jobs, or just plain mating belly-to-belly. The mares were immensely enjoying themselves as well, discovering the benefits of human hands, a few even allowing themselves to indulge it a very common but decadent fantasy among mares—being attended by multiple males at once.

The poster foal for the latter was a gold colored earth pony mare with green hair and five-star cutie mark I swear had once been Delta's assistant, lying on her back and being attended by several CHS students, visibly shivering as several sets of hands caressed and explored her, probing her entrance and fondling her teats. With their main portal on that side, the zebras were favoring the Shadowbolt side of the field, with two already spitroasting Suri and several more attending a still-bound Upper Crust, who now had several striped mares all but climbing the wall beside her to suckle her breasts and work her human marehood. One even released a potion over her magical bonds, dissolving them and allowing her to fall forward onto the ground to be quickly taken advantage of. Pent up and unable to pleasure herself her before that, she quickly returned the favor, going 69 with a least one mare and surprising her when their latest orgasm caused both to suddenly sprout stallionhoods, though Midnight hovering and watching nearby probably had something to do with that.

Sudden futahood aside—and before anyone asks, there are indeed rather illicit potions and spells back home that can provide them; I've no doubt Midnight was once again using a variation of them without even knowing them—the mares had quickly discovered what it took me some time to back in the day. The truth is, I wasn't a virgin before I came to Earth. Far from it, in fact—even back in Equestria I'd learned early on I could use my curves, mouth and marehood to get what I wanted… and did. That eventually carried over to my time with humans, as I had no qualms about giving everything from head to a tit job, and gotten quite good at it, using them to bend not just the school boys to my will, but even a teacher or two over time…

Just ask Celestia. The Princess, not the Principal. I got her once too back in my pony days when I was her student. And never mind how I kept that one guardspony wrapped around my hoof…

Did I enjoy it? Not so much the act as the power and control it gave me, but I'd be lying if I said there wasn't a certain pleasure to it as well. Regardless, it all carried over after I crossed the portal; in the end my new anatomy didn't change my outlook much. As a result, I knew my human body well by then…

As did now our new visitors. Midnight's original Shadowbolt victims had now been joined by a fair number of zebras and Saddle Arabians and even few ponies and griffins. The magic Midnight had infused them with was starting to enhance the visiting Equestrians in turn; organs and teats starting to swell even as they were touched or fondled or taken… and in the case of a few mares, apples and stallionhoods starting to sprout out of their bodies as well!

You know, now that I think about it, that might have been a perfect solution to skewed pony gender ratios, though I doubt anyone cared about that at the time.

On the CHS side, the ponies had settled in nicely, with Applejack admiring and soon stroking a dashing young Saddle Arabian stallion, who stretched out his hindquarters to present himself to her. Though surprised, he did not resist as the human girl gently kissed him and pushed him over onto his back and climbed onto him so she could begin worshipping his sixteen-inch equine organ with her hands and mouth, watching wide-eyed as she did so. Judging from his reaction, Saddle Arabian mares were generally no more into giving males oral than regular pony ones, though apparently the zebra mares had no such sensibilities as they did so to their new human lovers without any hesitation at all.

Rarity's beauty had attracted one member of each new race, and was now giving her own version of Fleur's group scene, soon attended by a male griffin, pony, zebra and Saddle Arabian, servicing them all simultaneously, her velvet hands and tongue, inviting marehood and perfectly plump white flanks even by Equestrian standards dealing pleasure to all. I watched as griffin talons closed gently over her breasts from behind, their owner visibly surprised at their far-from-unpleasant feel, squeezing their mass around a mottled pony shaft as he'd seen others do, while the larger Saddle Arabian she was lying on slowly worked herself into her tail and the zebra took her marehood, marveling at her tightness and smooth, creamy skin.

And then there was Pinkie Pie. She had somehow taken control of the tentacle nest and was snaring a few other humans and ponies as well, tendrils wrapping around their legs and dragging them into it, none of whom appeared all that unhappy about it as they were soon lost in the same pleasure Zesty was. Impossibly, the entire schoolyard was now a scene of a spreading interspecies orgy, ponies, zebras, griffins and humans quickly discovering the joys of each other's exotic bodies and erogenous zones, hands and wings, horns and boobs…

All except one place. Off to the side near the edge of an open portal, Rainbow Dash and the griffin named Gilda were fighting and fighting hard, snarling insults at each other the whole way, reciting each other's litany of sins and personality defects. Apparently, the lives of their doppelgangers at least somewhat ran in parallel between them and their otherworldly counterparts, and their grievances carried over.

And yet, even that had sensual overtones. Griffins, for the record, like to have serious sparring matches before mating, what they call 'rounds' to demonstrate partner worthiness, and in a quirky way, that's what was happening here. And though I would never have given a human a chance against the strength and talons of a grown griffin, Rainbow was more than holding her own, finally slamming Gilda down on her back hard, the pair breathing hard and cheeks flushed with something other than exertion. As a result, the two former lovers were soon nipping and caressing each other, Gilda's talons closing on and squeezing Rainbow's backside, the pair still calling each other names the whole time.

And so all that left was me and… "Fluttershy…" I cooed to her softly, holding the beautiful naked girl in my arms, suddenly never wanting to let her go. "I don't want to, but… I have… to stop this…" I told her almost apologetically, sensing if I didn't, the damage to the boundaries of both worlds would soon be irreversible.

"I know," she told me surprisingly sensibly but equally breathlessly, giving me a parting kiss that took my breath away. "But… if it's okay, um… can we finish this later?" she blushed, her hand gently closing on my still-covered breast for emphasis.

I didn't want to think about the chance that if I succeeded, we wouldn't be able to because none of this would be remembered, so I simply answered truthfully and from my heart. "Yes. So very much," I told her and kissed her one last time. Then, mustering all my willpower, I gently pushed her away, apology and disappointment in my eyes. Equally disappointed but nodding her understanding, she gave my hand a parting squeeze. Turning, she studied and then went towards the flower trio, where the two versions of Lily Valley were watching raptly but not participating as the two Roses and Daisies, who had apparently gotten over their initial shock and were now exploring each other with increasing passion.

Overseeing it all was Midnight herself, a goddess queen presiding over her new and expanding empire, having no idea of the damage or consequences of it. She floated here and there, occasionally giving a magical boost to matters; the most notable thing she did was put the two principals and dean on a magical and newly materialized balcony where everybody could see them. They'd quickly become a favorite of all winged creatures present; the pegasi doing Celestia and the thestrals Luna, recognizing them quite readily from their skin and hair colors as human counterparts to the princesses, perhaps using them to live out their fantasies of doing the royal sisters themselves. Now completely lost in their own pleasure, the two now-futa human siblings attended them, holding hands or kissing the whole time…

Apparently, the longstanding student rumors were true—sisters or no, those two really DID do everything together!

Dean Cadance, on the other hand, was surprisingly being swarmed by Changelings, who emerged from a portal that led to their hive and quickly discovered how much love she and other humans had to give, their shiny black bodies all but glowing as they were engorged with it… never more so when their queen herself emerged from the portal and seemed to recognize the Dean with some shock, and then transformed into in a very handsome unicorn stallion. The Dean's eyes went wide at that and even Midnight did a double-take, the former quickly surrendering herself to the transformed queen, falling to her knees before him and worshipping her offered phallus with her mouth and now-oversized breasts.

Wait. I knew that pony! He was the Captain of the Royal Guard! I remembered his name was Shining Armor. And wasn't he Princess Twilight's brother…?

The question, like so many other ones, had to wait. Despite the seemingly universal enjoyment of what was happening around me—and despite my own enjoyment of matters, I knew it all had to stop. The two worlds were not ready for this, I reminded myself, and never mind the severe damage to the dimensional boundaries, the shock of it might ultimately be too much for either side to bear.

So, skirting the big ground portal through which a few Ponyville pegasi were still emerging, passing by AJ and her new Saddle Arabian boyfriend, followed by Sugarcoat, now entertaining not just her magical horse lover but two Saddle Arabians of her own, I set my sights on the discarded pendant, struggling to keep my focus and not let myself be distracted again. I was perhaps the only student in the entire courtyard now still dressed or not engaged in unlikely rutting…

And in the end, maybe that's what finally gave me away. "And what do you think you're doing, Sunset Shimmer?" Twilight teleported in front of me without warning when I was only a few feet away from my goal, her arms crossed. She was even more intimidating up close; despite my growing crush on her I'll even admit to a moment of fear when she turned her gaze on me, her glowing eyes narrowing in anger. "Your schoolmates were nice to me, so I'll be happy to help them. You, on the other hand…" she picked me up magically and brought me towards her as she'd done with most her classmates, dangling me twenty feet over a portal by my jacket shoulders like she had initially done with Cinch. "You yelled at me," she said petulantly. "Made me cry!"

"You endangered my friends, Midnight," I made a point of addressing her by her chosen name. "And you're still endangering them now!" I looked around at the still-menacing rifts, making a sweeping motion to indicate the agitated atmosphere and swiftly shifting winds.

To my surprise, Midnight considered that for a moment, then with a wave of her hand, the more ragged rifts shriveled up, leaving only the more major ones through which our visitors had emerged, which suddenly smoothed their appearances into perfect circles as the winds and thunder abated. My jaw fell open at that—somehow, she'd stabilized them! "Your friends are safe," she informed me, then her eyes narrowed again as her evil grin became apparent once more. "But I can't say the same for you!"

With that and a shredding motion of her hands, she simply unceremoniously ripped all my clothes off at once, leaving me naked and hanging in the air in full view of everyone, a cheer going up from both the CHS and Shadowbolt side as I suddenly became the central focus.

The attention didn't bother me so much as the loss of my clothes—or rather, one specific garment. Dammit, I liked that jacket.

Still, if she hoped to humiliate me by exposing me the same way she had the others, she was going to be disappointed. I'd been born a pony and nudity didn't bother me, even after six years spent as a human. Thus, I faced her calmly, not a hint of embarrassment or shame on my face, noting that once again, she'd actually shown favor and mercy in closing up some of the portals. And that meant that Twilight Sparkle wasn't completely gone, she was still in there somewhere.

But bringing her back was not going to be easy. A fact made clear as she began rotating me in midair like a lab specimen. "Not bad, Sunset Shimmer…" she said with some appreciation as she examined me closely, looking over my more mature bust, hips, and fiery crotch in turn. "That's the kind of body I'll enjoy having some fun with… and in the end, so will you!" She sat back leisurely on the statue base again as she turned her mating magic on me, tendrils of her aura reaching for my already stimulated body. They paused before me, as if to allow Midnight to savor the moment and watch me tense up in anticipation of their touch, knowing full well the effect they were going to have on me.

"You know, if you'd asked, I might have said… yes…!" I told her, not quite able to keep the tremor from my voice. "Friendship means asking, Midnight! Love has to be offered!"

"I beg to differ, but do carry on," the disguised Changeling queen interjected, watching the proceedings with great glee as she held the Dean's head down on her malehood.

Midnight gave her but a glance. "Funny, I wasn't aware we were friends!" she replied to me with an evil grin, and then with a flare of her horn, triggered her tendrils to advance on me.

They began my began passing over my chest and tweaking my breasts repeatedly, teasing them to hardness while another, thicker but still translucent tendril reached between my legs. It did not enter me, however, moving back and forth instead, massaging my human marehood repeatedly. The magical charge began causing my flesh to tingle intensely, and my hips started to involuntarily hump against her aura, trying to draw it inside me.

She was trying to arouse me, and I'm not ashamed to say it was working. Between her magical aura and pheromones on top of my growing crush on her and what had already happened with Fluttershy, I had little more chance than her schoolmates of resisting her. Worse, she'd apparently gained the ability over the course of taking revenge on her classmates of reading my reactions and quickly tuned her magical touch to take advantage of it—take advantage of me. She quickly figured out my weak spots were the undersides of my breasts, which a pair of ethereal tendrils reached around from behind me to caress repeatedly from low to high and in to out, tweaking my increasingly hard and tingling nipples with each pass. It was maddening, and I felt myself starting to give into her ministrations, part of me all but begging her to finally enter me and reduce me to the same state she had the others…

But she had other plans for me, suddenly withdrawing her magical stimulation and dropping me to the ground. "Do you see now, Sunset Shimmer? The rules don't apply to me. Friendship? Love? Who needs them? With this body and this power, I can have whatever I want! And right now I want… you!" With that, she pried my legs apart and began probing me directly with her magic, her aura taking the shape of a large pony, sinking its translucent mass impossibly deep in me.

As I held on for dear life against her unquestionably erotic assault, I realized I had but one choice. One chance to reach her and defeat the demons that had hold of her and were now fraying the barriers between the worlds themselves. I think I sensed then what was going to have to happen, even if not the particulars, but…

"You're wrong!" I told her through gritted teeth as she took my twat and tail in alternating strokes of her magic, each thrust threatening to reduce me to putty. Above all else, I could not give into her no matter how badly I wanted to, or all truly was lost. "Listen to me, Midnight. This isn't the way! I know you feel powerful right now, like you can have everything you want! That you can punish everyone who wronged you, and do whatever you please with them! I've been where you are, and I've made the same mistake you're making! I put on a crown and, just like you, I was overwhelmed by the magic it contained! I thought it could get me everything I wanted! But I was wrong! Without friendship or love, all the power in the world is useless!" I told her, amazed I could put together even one coherent sentence at that point, let alone several.

Twilight—no, Midnight Sparkle turned her violet-rimmed gaze on me, frowning at my resistance. "Oh, but you're wrong, Sunset Shimmer. Unlike you, I don't miscalculate. Unlike you, I can have everything I want! And I don't need friendship or love to get them!" She intensified the effect of her magic, trying to bend me to her will, driving me ever close to the brink of climax… if not utter madness.

"You… don't… get it," I ground out, suddenly clicking that my best option might actually be to make her mad to get her to release me.. and pray she didn't snap and kill me in the process. "You don't know what friendship is! The difference between what's taken and what's freely given! That all you're doing is taking!" I bit out as I noticed several distinct glows out of the corner of my eyes, magical auras beginning to manifest themselves on the CHS side of the field, each a different but familiar color. "I mean, you're supposed to be so smart, but did you ever think that you shouldn't be messing around with things you don't understand?!" I repeated my earlier line from the tricross relay, drawing on my old self to drip contempt on it.

There was an audible hiss, and suddenly her aura tightened its grip on me, providing me a measure of pain along pleasure… though in the state I was in, even that felt good. "You realize I could make you my servant, right? Break your will from pleasure like the rest and make you an obedient little sex slave? Do whatever I want to you?" she punctuated her statement by driving her aura even deeper into me, pushing me closer to the brink as every inch of my insides tingled… though perhaps as overstimulated as I'd already been, my orgasmic threshold had been pushed back a bit.

Whatever the reason, my eyes were unfocused, but somehow, my mind still sharp enough to reply. "It d-doesn't matter what you do to me, I still won't respect you! Use magic to make me your slave, and all that means is you couldn't break me! That you couldn't make me love or accept you for yourself!" I replied, in this case quite truthfully, making Midnight's eyes go wide. "Because I know the truth, Twilight—" I knew full well I was insulting her by using her human name "—that you're no goddess or princess. That underneath all that magic, you're still just that frightened little girl who didn't know how to get what she wanted or accept what she felt!"

"Shut up!" she all but shrieked, withdrawing her magic and flinging me hard into the big ground portal. But I was then caught in a magical aura from below, hitting the surface of the portal like it was a soft cushion. Surprised, I looked down to see… Delta Requiem singing softly to herself, sealing that side of the portal with a barrier to the frustration of several other pegasi.

It had been a long time since I felt the effects of her spellsinging, but they'd never been more welcome as suddenly my head was completely cleared and I was deposited on the ground beside the portal, naked but focused.

The surprise registering on Midnight's face, I dove as she fired a beam at me, grabbing the discarded pendant which was perilously close to the edge. The five glowing fields belonging to my friends were now quite intense as their inner magic activated even in the midst of their lovemaking (or because of it?).

And therein lay not just salvation for me, but for everyone.

"You're wrong, Sunset Shimmer!" Midnight shouted again as she began firing wildly at me, for the first time visibly flustered, her voice shrill and eyes darting wildly as she sensed powerful magical surges around us. "I can have everything I want!" she proclaimed again, this time more forcefully, trying to overcome the uncertainty I could suddenly sense with her.

"No, you can't!" I replied instantly, turning fearlessly to face her for the final time, daring her to fire again, knowing beyond any shadow of a doubt that her power could no longer touch me. "Even with all that magic and power, you'll still be alone!" I planted myself in front of her and stood tall, holding the pendant high. "For true magic comes from…

"Honesty!" Applejack's hair suddenly flew upwards with flowing magical energy, just as she sprouted a large futa cock, apparently triggered by her loudly and truthfully proclaiming to her new Saddle Arabian coltfriend that he had just fulfilled her greatest and most taboo fantasy, and she loved him for it.

"Loyalty!" Rainbow Dash's did the same as she proclaimed that in the end, despite all, she still loved Gilda, kissing the suddenly teary-eyed griffin, spreading her hind legs and preparing to take her with her own new stallion cock.

"Laughter!" A giggling Pinkie high-fived Zesty as she oversaw the mass-pleasuring of nearly a dozen Shadowbolt students and zebra mares, even a few stallions in the mix, gaining a stallionhood of her own as she gave her quite-willing captives a mass orgasm.

"Generosity!" Rarity followed suit as she willingingly shared her body with as many different beings as possible, her stallionhood growing out of her clit with surprising suddenness before almost instantly erupting into orgasm, breasts expanding beneath her griffin lover's talons, giving him even more to grasp.

"Kindness!" Fluttershy gained a stallionhood and bigger bust just as she finished giving the two previously shy and frightened Lilies a very gentle and loving introduction to intimacy, her magic doing the same for them.

Startled by the multiple magical surges which far dwarfed anything the visiting unicorns had produced, Midnight tried again to intervene, but this time the magic of my friends rebuffed her, shielding me, then collected into the pendant itself, drawn into it automatically. As the magic seemed to sense a new focus for itself and lifted me up, I knew we were saved, just thanks to my friends being themselves, even in the throes of passion. "I understand you, Twilight. I know what happened to you and know what you need. So I now want to show you the most important magic of all… a magic without which all the power in the world amounts to nothing…" With that, I threw the pendant on the ground, shattering it and releasing its newly stored magic for the last time.

"The Magic of Friendship!"

As the light enveloped me, I could somehow hear everything being said around me.

"Oh god! Is she going to turn into that she-demon again?" the human Lyra asked as she made out passionately with the pony Bon-bon.

"If she does, who do we root for?" The human Bon-Bon asked, enjoying the company of the pony Lyra.

"Who is worse?" The resigned answer came back.

"The horror! The horror!" the two Lilies shouted in stereo as l felt the magic take hold of me and… just as it had before, remake me. Not into something new, but into the purest representation of who I was really was inside. At that moment, not even I knew what form I would take, only that it wouldn't be the same as it was…

For how could it be? I wasn't the same person as before, whether everyone else accepted that or not. And as a result…

I have to be honest. I didn't know how I looked until I saw surviving smartphone pictures later; all I knew was the suddenly awestruck voices around me as I felt the transformation complete and rose into the air, a goddess in all but name. I could feel my ethereal wings of fire on my back, the glowing horn on my forehead, sensed the power surging through me as I confronted Twilight—no, Midnight Sparkle.

Still, whatever my appearance, it apparently made quite an impression. "She's… she's an angel!" one excited voice exclaimed.

"She's beautiful…." I heard another reverent, this-time male voice said from the Shadowbolt side.

"Wow… she really has changed…" a surprisingly calm Applejack noted with satisfaction as she watched from where she was straddling the belly of the Saddle Arabian, looking very happy at having his shaft now buried to the hilt within her. "You go, girl!"

"Magnificent, Sunset!" I heard Rarity call around the stallion shaft she was pillowing between her breasts and pleasuring with her muzzle.

"I knew she had it in her!" Rainbow agreed as she drove her new organ deeper into a dazed Gilda.

"I'm so happy for you, Sunset… woohoo!" Fluttershy added, enjoying her new stallionhood immensely along with the two Lilies.

"That's our Shimmy!" Pinkie shouted happily as well from the center of her tentacle nest, her party cannons erupting simultaneously along with dozens of human and zebra, male and futa stallionhoods.

A smile touched my face as I heard the words of praise. Though such simple sentiments might have been beyond me in my new goddess state, such mortal concerns beneath me, I couldn't help but take a great sense of satisfaction at that moment. Whatever I had been in the past, it did not define me, and I had finally proved it not just to myself, but in the eyes of all…

Proved my past was not today.

My transformation complete, I floated up to face Midnight on my phoenix wings, a shimmering golden aura surrounding me. My new power the equal of Midnight's own, we were two human-turned alicorn goddesses facing off for the fate of both worlds as Midnight stared back at me somewhat startled and warily through her blackbird eyes. She could sense my power with her newly minted magical awareness and seemed to consider me a genuine threat, uncertain of my intentions, the activity on the field below us suddenly settling down as all eyes turned on us.

"Hello, Midnight Sparkle. I'm Daydream Shimmer," I introduced myself. Don't ask me how I knew my name, I just did. "And I'm here to show you the Magic of Friendship, just as someone else once did for me…"

/-/
/ 10: Midnight Daydream/-/

In the days that followed the Friendship Games, I was often asked… what is it like to be a god?

In a word… incredible.

The power that infused me was amazing, even dwarfing what I'd felt in my she-demon form. As I floated up to face Midnight, I realized just how much my senses and magical awareness had been enhanced and just how much I was now capable of.

I didn't even have to look down to see my friends. I could sense them and their auras, both living and magical as the two worlds intermingled, sharing their distinctive energies and life forces. I could identify ponies and people just by their aural signatures, even see the flow of Equestrian magic into our realm through the portals, spreading out and finding new locuses quickly in my previously magic-deprived schoolmates.

It was how, I then realized, my friends had been able to recover their friendship magic so quickly in the aftermath of Twilight's now-shattered sapping device. Nature abhors a vacuum, and so does magic; when given the chance it automatically flows into places it does not already exist. So they'd simply been absorbing fresh magic from the portals and were still drawing upon it as they now bore their pony-up forms, with the added attribute of having all gained adult bodies, enhanced breasts and large stallionhoods for it… and now passing those attributes on to their partners as well; it was kind of odd but strangely arousing to see pony mares with their teats all but turning into human boobs. Certainly the human boys were starting to take advantage of them; Delta's old assistant already had hers being groped and as I watched, one of her human suitors began taking her between them.

It was only then I understood where Midnight's instinctive control of magic came from. It wasn't just that she was as natural at it as her pony counterpart was, it was that she could see how magic worked; what to do and where to push to get the results she wanted. It was an amazing ability, and it dwarfed anything I could ever do as a unicorn. It was unquestionably beautiful, like I was finally seeing the universe as it actually was instead of just what I could perceive through my meager human senses. It was also, I quickly realized, within my abilities to manipulate just as Midnight had. I could just tweak a thread here, a string there, and… the universe became my plaything.

Beautiful, but also quite dangerous for a first-time magic user. For such direct magical manipulation, unicorns know, can damage the fabric of reality itself. I could see the dimensional boundaries themselves, now fraying, still threatening to snap entirely. Midnight had slowed the degradation, but not even her power could prevent it entirely. No matter how much my friends and their new lovers might wish otherwise, the portals could not stay open, or the damage would be irreversible. I wasn't even certain it was then.

And yet, none of it mattered so much to me as the young goddess now floating before me, watching me with genuine nervousness through her green-tinged eyes. I had to reach her, to teach her that with great power came great responsibility, and no matter how much she might think otherwise, other people were not toys for her pleasure.

And then, somehow, I had to persuade her to help me undo the damage she'd caused. I felt strangely guilty at the thought, of taking away my friends' new lovers and anatomy, of taking away Gilda from Rainbow Dash or AJ's new Saddle Arabian coltfriend, who seemed to be quite content to let her do what she wished, lying on his back and marveling at the exotic creature now riding him, speaking softly to her all the while.

"Midnight," I called to my counterpart calmly, breaking the silence of the short standoff between us. All eyes were upon us, but they didn't matter. The only ones that did were on the face of the young goddess before me; the only equal I now had in either world. The only one who understood or could understand the burden I now carried…

And the only one I now had any eyes for. "Look around you. I know you can sense this. We can't let this continue. The two worlds can't take this, and even if they could, they're not ready for this… any more than you were for this power." I knew she probably wouldn't take that well, but I still had to say it. "I don't want to hurt you, Midnight. But I will stop you." My horn glowed brightly as I charged my hands with power. I could seal the portals right then and there, but I did not—for I first needed to return our Equestrian guests to their world. "And I will do so by showing you a magic you do not yet possess."

Midnight predictably reacted as a child being threatened with the loss of her favorite toy. "No, Daydream," she hissed out my new name, gathering her power in response, her horn glowing in anticipation of a duel with me, one that would decide the fate of both worlds. "I don't care about your so-called friendship—what did it ever do for me? Out of the two realms, I'll make a new one—one with science and magic; one I can mold and I will be the master of!" she proclaimed. "Knowledge beyond belief! Power beyond measure! This is what have been searching for my entire life! It's everything I've ever wanted!"

"Power was once all I desired too, Midnight," I told her calmly. "But all that grew inside of me was a darkness I acquired. Take it from me—absolute power corrupts absolutely."

"Speak for yourself!" she snarled. "I finally have everything I've ever wanted! This is my destiny! And now that I have it, I won't let you stop me!" she shouted, and she suddenly charged a massive beam, firing it at me, forcing me to counter with one of my own in defense. I was initially knocked back on my high-heeled boots—and just why the hell did my magic give me those?

Despite our equal power, I was at a disadvantage—I could say I didn't want to hurt Midnight, or Twilight within her, but Midnight was not so restrained. She hit me with everything she had, and through her sheer willpower I felt my own magic being turned back on me, our battle beginning to fray things further as the uglier rifts began to open again.

Just as I was seriously considering cutting loose myself, movement to my left caught my eye, a small green-and-purple shape in the upper branches of a tree, now clinging to a thinning branch and trying to get further out even as his weight began to bow it down.

It was Spike! Through sheer determination, Twilight's now-sentient pet dog had finally found a way in over the wall, climbing vines and branches in a feat he shouldn't even have been capable of. And now he was climbing out on the furthest branch of a tree, trying desperately to reach her…

Even risking falling into a portal to do it. "Twilight! STOP!" Spike cried out, tears streaming down his face as he saw what his master—no, his friend—had become. "This isn't you! Please! No more!"

Midnight's eyes shifted and her expression dropped; for just a moment her eyes and voice were again that of Twilight—not Midnight! "Sp-Spike?" She recognized him and her focus faltered, confusion suddenly apparent on her face.

I took immediate advantage of her distraction and slackening of her attack to intensify my own, drawing on all my power, on all my love for my friends, finding the cracks in her suddenly-weakened defense. Midnight belatedly recognized the danger and tried to restore her shields, but it was too late as this time I broke through her barriers and overcame her, driving her attack back. Finally, my own experience and extensive knowledge of incantations came into play as I drew on one of Starswirl's old spells—one I'd learned by sneaking into the restricted wing of the Canterlot archives—to seal her power, preventing her from using further magic… until I was ready for her to. I then pulled her into a void, a magical transition zone between the worlds where we couldn't be seen…

So we could have privacy for our talk to come. No, not for that! I was just worried she would otherwise take what I did next as another public humiliation.

Even so, her demeanor had completely changed. She knew she was beaten and reverted back to type, a scared little girl again, stripped of her newfound power and finding herself at the mercy of another once more.

"Midnight," I called to her, approaching her out of the ethereal mists. "I promised to show you the magic of friendship. And now I will."

"H-how?" She asked nervously, cowering back from me. In hindsight, she clearly expected I was going to take direct advantage of her in her powerless state, just as she'd done with everyone else. "You beat me. You can take your revenge now," she slumped where she stood, falling to her hands and knees before me.

"No," I told her, kneeling before her and raising her chin gently with the inside of my index finger, letting her see the compassion in my eyes. I then took her partially gloved hands in my own; I could feel the tremor in them. "I don't want revenge, Twilight. It's like I said—friendship is about giving, not taking. So I won't do anything you don't want me to," I promised to her, and I meant it. "I know you, Twilight. I felt your memories and pain when you dealt with Zesty. How all you ever wanted was to be liked, even loved, but you didn't know how to get it… and how what little you did get was never on your terms and hurt you, driving you into isolation. How you liked girls but they only put you down or took advantage of you, leaving you afraid of trying for what they might do to you," I recited, causing her to look away in pain, shimmering wetness appearing in her glowing eyes.

"And yet, for all your new power, you're still afraid. Not of me, but of being vulnerable. For even out there, with all that happened, I notice you didn't let anyone else touch you, like you were still guarding yourself—guarding your very heart. If you wish to know this power, the true magic of friendship… you must open it. And let me in. Not out of fear, but in spite of it." I told her. "I will give you everything you've ever wanted, Midnight. Friendship. Love. Intimacy. But I can't force it on you. It won't work unless you allow me to."

"But why?" she asked, tears in her eyes, her fears now warring with an almost-desperate hope. "Why would you want to be friends with me… let alone lovers after all I've done?"

I smiled wanly. "Because it wasn't long ago that I was where you are," I told her, letting her see the pain in my fiery eyes, then sharing my own memories with her just as she'd done with Zesty, if a little more gently, letting her see the person I once was… and why I was that way no longer. "I was saved by the Magic of Friendship. Saved by the bonds of six friends and the Elements of Harmony they represented… including your counterpart in the pony realm. Together, they make a magic more powerful than either one of us can wield by ourselves. And if you will allow it, I can use it save you, too."

She reeled at what I showed her with my thoughts; the Crystal Prep-worthy bully I'd once been, my transformation into a she-demon followed by my fall and defeat… and in particular who had brought it about. "That… that other me… that's who I am over there?" She reached out as if to the touch the vision I showed her. "She's so pretty… so powerful… so sure of herself… and so forgiving…" She began to cry as she realized she'd been anything but, and my heart went out to her again, seeing myself in the aftermath of the elements cleansing me.

I hugged her hard, and that broke the dam as she began to sob openly, finally seeing the vast gulf between what she'd become and what she could be. "She's all that and more, Midnight. She's who you can be… if you allow me to help you. If you allow the Magic of Friendship into your heart, just as I was finally able to do… with her help," I promised her.

With that, I released her, unlocked her power and restored her full magical strength as she blinked at me in surprise. "Now take my hand, Twilight. Let me show you there's another way… just as she once did for me." I couldn't resist a grin, suddenly wondering what would happen would she and the princess ever meet… and my mind entertaining some rather lurid fantasies despite all.

She stared at my partially-gloved hand for a moment, fearful and uncertain even despite all I'd shown her. Some part of her still seemed to think it was some kind of trick. So, I simply depowered my horn and dropped all my magical defenses, meaning she could now take advantage of me. It was certainly a risk, but I'd seen enough to Midnight to understand that she always reciprocated what was done to her, whether helping or hurting her. And I had just helped her, forgave her… shown her the person she could be. And in return…

She blinked in surprise as she sensed my defenses fall, and I could see her considering her next actions carefully as I simply stood before her, my hand in offering. She was trying, I could tell, reaching forward and then pulling back. "I don't know if I can…" She told me. "I'm not like that other me. I've never known friendship. Let alone love."

At that, I smiled. "Yes, you have," I reminded her, then grinned. "What did you have with Spike, if not friendship and love?"

"Spike…" she repeated, and I felt her heart suddenly warm and aura intensify, as she was reminded of the one friend she truly had. Taking strength from her thoughts of him, she took my hand.

We emerged where we had left, and I immediately sealed the worst of the rifts with beams fired from my hands, stalling the dimensional degradation further and leaving only the main portals open.

"Spike!" Midnight called out, this time in Twilight's voice.

"Twilight!" he called to her from where he was clinging to a bowed upper branch. Despite all the activity on the ground beneath him, he only had eyes for her.

"Spike…" she plucked him from the branch and pulled him up in her aura, taking him in her hands and holding him tightly to her, the two sniffling for a moment as they were reunited, rubbing noses affectionately. "I'm so sorry…" she told him, then lightly touched his head, her fingertips glowing. He immediately fell asleep, curling up happily in her arms.

"Apologies," she told me, giving him a kiss on the forehead before moving him to safety, encasing him in a magical shield. "But I don't want him to see or remember all this."

"Friendship thinks of others," I told her, holding her hands again, my own anticipation growing once more. After all, out of all the students and staff of both schools, out of all the humans and Equestrians now present, the only two people or ponies that hadn't had release yet… was us. "And helps them find courage when they're afraid to take the next step."

She took the meaning of my words well, staring back at me, excitement and trepidation in her eyes, "What do I do, Daydream?" she asked me directly, looking decidedly nervous. It was an odd question and attitude coming from someone had pretty much done whatever she wanted to her schoolmates, but this time, she was facing an equal, and someone far more experienced than her. So in effect, she at least partially reverted to form, to the same unsure girl that still lived within her.

And it only made her more adorable and desirable in my eyes. "Only what you want to," I told her, giving her hands a squeeze, losing myself in her gaze. She was so powerful and yet so innocent and vulnerable again, and my heart melted at the longing look in her eyes. I vowed I would be worthy of that look, worthy of the goddess she was…

Worthy of the goddess she now thought I was.

She considered my words for several seconds before finally acting. "Then what I want to do…" she pressed close, if slightly tentatively. "Is this…" Her lips neared mine. I didn't press the issue, letting her do it at her own pace. They moved together slowly, until we finally…

We kissed, and a cheer went up around, our auras intensifying at the contact..

It was just the barest of touches, hardly a peck, but I realized she was experimenting, trying to feel out her boundaries. Deciding she liked her first small taste, she kissed me a second time, more deeply, and then a third, our tongues and magic intermingling, redoubling our pleasure as unicorns could do for each other—let alone alicorn goddesses.

Her hands snaked up behind my back and I returned the favor, finding the base of her raven wings, causing her to gasp in surprise—turned out we had even gained pegasi feather and flight muscle sensitivity!—as we kissed again, and this time our auras themselves began to swirl around us, green flame and phoenix fire, causing our hair to fly up as if in the wind, blowing up our skirts as well. I'm sure it gave those below us a show, but we were both beyond caring, beyond such mere mortal concerns—so what if they saw us? What did human or pony social mores matter to us? Though certainly, some of the shouted suggestions from below were tempting…

But all in due time. As she got more comfortable, she began getting more bold, briefly dropping one hand past my waist, finding my flanks and squeezing them through my pink skirt (have to say, magic has weird fashion sense!), trying to draw me closer as we continued to kiss. I immediately reciprocated, leaving one hand on the back of her head while dipping my other low. It passed the border of her waist and slipped inside her violet skirt to close on her bare flanks, caressing and kneading her plum-colored mounds. It was then I discovered what her classmates already had…

Wow. She really did have a nice butt!

I felt her shake slightly at the contact, in what was almost a tremor of fear as she had sudden flashbacks to uninvited groping, so I backed off. But she closed her eyes and took a deep breath… and then pulled my hand back to her with her magic, her ethereal tail itself wrapping around my hand pressing it against her, the fabric of her skirt itself parting to admit me. "Thank you for checking," she kissed me again, wriggling herself lightly against my bare fingers, my own mating magic causing her flesh to tingle much as hers did to mine. "This is… different…" she told me, her cheeks starting to flush as he her hands rested on my hips and gave a quick flare of magic, letting my pink outer skirt fall away.

"This is friendship, Midnight," I told her, marveling at the feel of her flanks—perfectly smooth and creamy lavender skin, so soft and curvy, the absolute perfect size and texture—no wonder her classmates couldn't keep their hands off it! "This is the love and intimacy it can allow."

"I think… I like it…" she said somewhat breathlessly, then shifted her hands around front, tracking up my belly. She started to press her hands against my breasts, then caught herself. "May I…?" she asked permission, and I realized she wasn't just asking if she could touch them.

I sensed the spell her hands were charged with, and I nodded, grinning—apparently, being a goddess didn't mean you lost your favorite fetishes. "You may."

She smiled and pressed her hands against me, the touch of her mating magic doubling the pleasure I would otherwise feel from the contact against the already-sensitive flesh. She kneaded my boobs for a moment, paying particular attention to the undersides—she remembered!—and when she was satisfied with my reaction, soft sighs and arched back telling her her efforts were appreciated, she released her spell and caused my breasts to swell slowly beneath her palms, causing me to pant and gasp as their sensitivity increased along with their size. It strained at my pink dress, and on a whim, I willed the fabric to slowly tear over it, the flesh bulging out through the growing rips.

She liked that a lot and immediately threw more power into the spell, watching with great satisfaction as the fabric tore, slowly bearing my bust until my nipples themselves poked free, her thumb and forefingers tweaking them as they stood out an inch from my still-growing boobs. I immediately returned the favor and did the same to her, letting her know how it felt and giving us both ample cleavage to work with. Hers tore a little differently than mine, however, breaking right down the dark pink center seam of her ethereal dress, the rip finally ending at her navel.

With that, we pressed close together and kissed again, pressing our newly-enhanced and oversensitive breasts together, our hands and magic now undressing each other in earnest. She pulled my blouse up over my head and then simply made it disappear with a magical shimmer and I felt my light blue underskirt merely melt away under her touch, the ethereal fabric simply disappearing as she drew hands and fingers across it, baring ever more of me until all I was wearing was my cutie mark armlets; I myself willed my boots to disappear off my feet. "You're beautiful…" she told me reverently, stepping back fractionally to admire my naked form .

"As are you…" I told her and let my aura do the work of undressing her, my magic caressing her body from the inside of her clothes until finally they simply evaporated off of her in a cloud of iridescent purple glitter.

Now nude, she looked almost shy again for a moment and then, gathering herself, she stood proudly before me, in offering. "Do… do you like me?" she had to ask, her voice unsteady again.

"So very much…" I confirmed, proving it as I tugged her close and kissed her again in answer, now pressing our bare bodies together… though unlike her with me, I'd left her arm coverings and leggings intact.

What can I say? I liked how she looked in them. "Ready for more?" I asked her, feeling for the first time an odd pressure at the top of my marehood, a sharp tingling coming from my clit. Rather odd, given it hadn't been touched yet.

She hesitated. "Not yet…" she said, her voice shaky. "Just… hold me for a minute…" she requested, and I did so, restraining my urges to take her immediately, the pressure in my clit growing. I wasn't sure what it was, but it certainly felt good, and so did being held by her, drinking in my presence, my body and touch, my aura and magic… the two of us just a glowing purple-and-orange pair, now hanging in the air, bodies intertwined as Midnight took all the comfort and love she could from me. I wrapped my phoenix wings around her and she did the same with her raven ones, holding me and sniffling for a bit.

In hindsight, I think she was trying to reassure herself I was real and this was really happening; I think she was still afraid at that point that it might all be a dream or abruptly withdrawn. "Thank you, Daydream," she told me, squeezing me tightly, years of pent up emotions from unrealized needs finally flowing out of her. Finally, she broke the spell by going for my flanks, squeezing them right through my fiery ponytail and marveling at the magic it contained. "I think maybe… I'd like more now…" she told me through her glimmering tears, her hands resting again on my chest. So I immediately obliged her and began feeling her up in earnest myself, though I found my hands most drawn to her rump again.

I couldn't help it, and I now understood why her fellow students couldn't keep their hands of it either. Her flanks were just so perfect! But I had little time to dwell on the thought as Midnight suddenly floated a little lower in front of me and began suckling on a tit, causing my breath to catch. She worshipped each mammary in turn for a moment, her magic inducing them to lactate to my great surprise—this filly really did have some kinks! Not that I was complaining—drinking her fill of each before leaving a trail of kisses down my stomach until finally her head was directly in front of my fiery crotch. There, she hesitated, like she was trying to either savor the moment or gather her courage again, and I wasn't immediately sure which. "Midnight…" I called to her huskily, strongly resisting the urge to pull her head forward into me, knowing what she intended and scarcely able to restrain myself for it. "If you're not comfortable, you don't have to do this…"

"I know. But I want to…" she told me, never taking her eyes off my marehood, seeing its swollen state and wetness, feeling the heat and magic all but radiating off it, trying to draw her forward. She finally reached for it with her tongue, a quick lick down the center of my slit. My hips bucked hard at the contact and I could hold back no longer, burying her head in my crotch. She kneaded my flanks from behind as she did so, eating me out with increasing eagerness, enjoying the taste of me and my magic, feeding my marehood with her own.

It was having an effect. The pressure in my clit was only growing, feeling like it was all but going to burst, never more so when she pressed the tip of her tongue into it, feeding her magic directly to it. I sensed it happening a bare half-second before it did as I went futa as all the rest had, the nub suddenly sprouting and growing into a full-sized footlong stallion cock, already dribbling glowing precum. She paused to admire her growing handiwork, giving it an experimental stroke, sending fresh shivers of pleasure through me, my new equipment already fully wired to my brain and sending intense sensations to it.

Delighted, and encouraged by the fresh cheers from below, she shifted her efforts fully to my new stallionhood and went down on it while pressing her large breasts into it. Have to say, for all her fears and anxieties, she proved a natural at lovemaking when it came down to it, though her ability to sense and read reactions through her supernatural magical awareness certainly helped her on that score. She had me on the verge of orgasm in less than a minute, egged on by my friends and the rest of the crowd below, my new futahood gaining another two inches of length for good measure; its size would have been the envy of most stallions back home.

Pinkie Pie was cheering wildly and had even raised herself and her captives up on her tentacle nest to watch more closely while Applejack spun her stetson around by the hand on her upraised arm. The two Lilies were snuggled up with Fluttershy, stroking each other while watching us; I heard a very quiet "Yay!" from the latter while Rarity's lovers continued to attend her, thoughtfully positioning her so she could clearly see her friend. Meanwhile, Rainbow Dash continued to pound Gilda, shouting "Aw yeah!" at us while continuing to take the stunned and very aroused griffin female in the tail.

The rest of the students and visitors were likewise observing us with great approval as well; even the transformed Changeling Queen appeared intrigued as she watched us carefully from the elevated platform, though she didn't stop taking a now-dazed Dean Cadance from behind, pony-style, two drones suckling her greatly expanded and lactating breasts and another her new futahood, milking her dry both figuratively and literally of all the considerable love she had…

If she truly was Shining Armor's lover, whether in this world or the other, I envied him.

Then abruptly, she stopped and pulled away. "M-Midnight?" I called to her, as the expression on her face suggested she was trying to get the nerve to do something. "What's wrong?"

"N-nothing, it's just…" she couldn't find the words, so finally, she simply explained with her actions, turning around and backing against me. "Would you please… t-take me?" she asked nervously, backing her beautiful flanks against me and wriggling them against me, trying to entice me-as if I needed any enticement from her! "You're the only one who ever understood me. Or tried to reach me. You and your friends," She sniffled again, tears of joy this time. "You've already saved me and I love you for it. Now please… I need this. I want this. Do this last thing for me?" She bent over to present herself, showing those wonderful rump cheeks to me, two of her fingers holding her marehood open to receive me.

Were I a lesser goddess, I might have climaxed on the spot at such an offer. "Of course…" I told her, positioning myself with a little magical help, levitating to the right level and placing the head of my new stallionhood right at her entrance and my hands on her flanks, the contact causing a fresh erotic jolt to go through me, courtesy of Midnight's magic and the simple fact that to me, she really was that beautiful and desirable. "Ready?" I asked her.

She took a deep breath, steeling herself. "Take me." And with that, she pushed back as I went forward. I felt brief resistance but that was quickly broken along with her hymen, only a mild grimace marking her true loss of virginity, the biggest cheer yet rising up from the audience. We weren't deliberately giving them a show, just incidentally, but as goddesses, what did it matter if they watched?

I went slowly at first, letting her get used to it, backing off when I sensed she was having a shaky moment or two again. Each time, she responded by urging more from me, pushing back, sinking me a little deeper inside of her until I finally had my new malehood in her all the way to the medial ridge and even a little beyond, taking her pony-style.

It seemed appropriate, somehow. My magic held her in place while hers reached around to probe my marehood and tail, taking the form of phalluses like they did before, pistoning in and out and leaving me marveling even through the haze of pleasure I was feeling that she had enough focus to do it. I reciprocated by pulling her upright, back against me so I could reach around to work her breasts as well. No words were exchanged, nor were any needed. We were beyond words, beyond worlds at that point, our entire existence reduced to each other.

She was clutching my hands to her, arching her back and gasping, and yet… for all that she was still holding back. Part of her was still fighting what was happening to her; she seemed almost afraid to come. The last vestiges of her shyness and pain were still holding her back, and this time, it fell to me free her fully.

Slowing my thrusts, I continued to knead her large left breast with one hand while rubbing her clit between two fingers of the other, feeling it throb and bulge, now only barely restrained by a thin thread of Midnight's will and magic. Despite all, she was fighting both her orgasm and what her body was trying to do; what she'd already done for so many… what she herself now needed in order to have full release. "It's alright, Midnight. Just let go…" I whispered to her, cooing softly in her ear. "Don't fight it. If it wants to happen… let it."

I felt my words have the desired effect, her body shuddering as her final inhibitions crumbled. "I… I…" was all she managed as I felt her climax starting to build. I knew I'd broken through when I felt the head of the nub begin to expand just as mine had. She shuddered with one last reflex of resistance, and then abruptly, her stallionhood sprouted right out of her clit, the magic it contained held back for far too long. The shaft grew and expanded right between my two fingers, which quickly shifted to grasping it and stroking it, encouraging it, each movement of my hand giving it another inch of length. She stared down in delight and disbelief as it continued to grow, finally reaching a full fifteen inches in length…

I paused long enough for her to register and savor the sensations it fed her as I reached down to stroke it just as she'd done for me. She responded immediately, shivering in my grasp, her organ throbbing hard and fingers wrapped around mine. "Daydream…" she called me. "It's… too much… I can't… hold it… back…" her entire body began to stiffen, her aura drawing in as a wave did before breaking.

"Me… neither…" I admitted, increasingly unable to restrain my thrusts into her, her pistoning magical toys driving me ever closer to the brink of both climax and insanity. "This… is… IT!" I shouted as I gave the penultimate final thrust, some part of me dimly recognizing that I was finally learning why boys liked sex so much; what it felt like from the other side of things. And better yet, I got to experience both sides at once!

My release was explosive, and so was hers. Our ethereal horns erupted with multicolored magical sparks and glitter like the grand finale of a fireworks display, showering the entire school grounds, and the sheer amount of magic we unleashed was enough to shatter nearby car windows and bowl everyone over. And how did it feel…?

I'm sorry to say that here at the end, my powers of description fail me. The only word I can offer is woefully inadequate for all I experienced, yet still is the only one suitable for the occasion. For in the end, it was, quite simply…

Magical.

I don't know how long we stayed up there, just floating, both in a figurative and literal sense. I finally came to find Twilight in my arms and everyone asleep around us… apparently, we'd come so hard we knocked everyone around into the same orgasmic bliss we felt.

Everyone, that was, except the Changeling Queen and her drones, who'd apparently been able to resist it, flying up to meet us on her insect wings. "Bravo, my friends," she clopped her swiss cheese hooves together. "It would seem this world has much to offer my kind. I thank you for introducing it to me," she grinned almost evilly, gently laying Dean Cadance's unconscious form down beside the two principals. "Such loving hosts here, counterparts of ones I know back home. I do wish I could take just a few back with me. They could feed my entire brood," she announced almost wistfully.

I suddenly wondered if she was going to be a problem. "You can't. You know that. Your very presence here destabilizes the dimensions. I'm sure you can feel the worlds being torn asunder as we speak."

"Fear not," the queen told me. "I know you are correct, and even as engorged with love as I am, I cannot match your raw power, Daydream Shimmer. So I will withdraw… for now." She gave me a sly grin, then she and her drones went back through their portal, returning to their hive.

Well. At least that was one less thing to worry about, I thought as I fired a beam to seal the portal behind her. Their departure meant I couldn't wipe their memories, but for the Changelings that struck me as moot—it wasn't like they were going to tell anyone, and they couldn't return to this world without help. "Daydream…" a stirring Midnight called to me, snuggling up to me. "Thank you. I wish this moment would never end," she said in a tone that understood it would have to end, and all too soon.

"I know," I kissed her. "But we have to set things right, Midnight. For my friends and schoolmates, and for yours, we have to fix this. And I need your help to do it."

She sniffled once, and nodded. Holding hands, we closed our eyes and concentrated, sharing and redoubling each other's power.

The first thing we did was cast a sleeping spell on all present to make sure they wouldn't wake up out of their stupors. Then, I cast a magical reversal incantation, one that would undo other spells and cause magic to flow out of whatever it was in, returning to whatever source it came from… which in this case was back through the portals.

Twilight quickly read the spell and added her own power to it, our combined efforts forcing the magic to recede. It clung to its new hosts and world for a bit but was finally drawn out bit by bit, and bodies deprived of it quickly reverted to their natural state, losing their enhancements. If I'm honest, I did feel a little guilty about it, but not as much as what I'd have to do next. "We can't let them remember this, Twilight. The consequences for both worlds if they do…"

She began to visibly cry. "I-I know, it's just…" she closed her eyes, and then opened it again, as if she'd made a decision. "Could you also erase… my memory?" she asked, to my surprise. "I don't think I could be a normal person again knowing what I've done. Just… please leave me something… of you," She clutched my hands.

I considered her words, then nodded. "I can do that," I promised her, tears in my own eyes as I realized that shortly I would lose my lover and be the only one to remember what happened, but there was nothing for it. Time was short, and my heart took a backseat to the needs of the two worlds. I then cast another of Starswirl's old spells, Twilight quickly duplicating it again once she'd gotten the sense of it. It purged the memories and cellphones of all within range of what they'd seen and recorded, human and Equestrian, Canterlot and Crystal Prep students and staff alike.

It wasn't an easy spell, even for us, taking the better part of a minute to do and partially draining our power. In truth, I wasn't able to get rid of all the memories without risking permanent mental scarring, so I had to pick and choose; they'd still remember the existence of the portals, our ascensions and magical duel, but nothing else that happened around it. When that was done, we increased the magic reversal flow, and it then began to draw back not just the magic, but the magical denizens of Equestria themselves. The ponies, zebras and griffins were all pulled back through the portals whence they'd came, still asleep. Often they didn't immediately let go of their new human lovers and clutched them as if to try to take them back with them; I had to all but peel Gilda off Rainbow Dash and disentangle Rarity from her four lovers.

But eventually, the job was complete, and it was time for us to say goodbye as well. "I'm so sorry…" Midnight told me in Twilight's voice again, hugging me tightly. "I didn't know… didn't mean for any of this to happen. I'm so sorry… I turned into a monster!" She went downcast and began crying.

"Not a monster, Twilight. Just a young girl overwhelmed by her new power." I put my hands against her cheeks, my own eyes glistening. "I know how you feel, believe me. I forgive you. And going by my own experiences, they'll forgive you as well," I promised her, nodding down to my friends. "But are you sure you want to forget?"

"Yes," she told me, tears now rolling down her cheeks. "But please… leave me at least some memory of… you." She requested again and broke down crying.

I began crying as well. I thought of trying to convince her differently, but in the end, time was short, and I would much rather she be given a second chance to learn about the Magic of Friendship the right way and not be forever burdened by the memory of what she'd become. "We'll make new memories in time," I told her, giving her one last hug and kiss before applying the sleep and memory spells to her, letting her fall asleep in my arms. "Now be at peace," I implored her, and with that, the form of Midnight left her and she was Twilight Sparkle, high school senior again… if a very naked one.

And thus, it fell to me to seal the portals and restore the schoolyard. Though the former was easily accomplished, the latter was difficult, but not impossible—the average unicorn could magically, say, repair a shattered glass if they did so within a few seconds of its breaking, but such a feat required exponentially more magic the further away in time you progressed from the moment it broke. You were essentially restoring it to a prior state, but that prior state became more and more unreachable the longer you waited before doing so; if it had been but an hour, it would have been impossible, even for me. As it stood, only thirty minutes or so had elapsed and I had just enough magic remaining to do the job.

So I left the final, and largest, portal opened to draw power from while I did it, reknitting clothes right on their owners and removing the wall Twilight had built, restoring the field and bleachers to their prior state… except for the statue, since it needed to remain destroyed to mesh with the memories I'd left behind. And then, as an admittedly reluctant afterthought, I reversed the spell on Cinch, and now whole, she toppled forward to the ground, though I worried she might wonder why she was holding Zesty's cellphone and plucked it from her grasp, returning it to its owner.

All that remained, then, was to close the final portal. Before I did so, I caught Delta Requiem's eyes, who was staring at up at me through it, unaffected by the memory or sleep spell—I'd spared her its effects, knowing it would be very difficult to overcome her spellsinging power and that she wouldn't be telling anyone else about this except perhaps the princess. And in truth, I needed at least one being to remember what had happened here so I wouldn't feel completely alone.

"Well done, Sunset Shimmer," she told me with a nod, genuine respect in her gaze—and coming from her, that said a lot. "Is there any message you wish me to pass to the Princess?"

My eyes closed in deep regret for a moment. "Tell her… I'm sorry for everything," I requested. "Tell her… I found friendship here."

"I will," she promised me. And with that, I used the last ergs of my power to close the final portal to Equestria and restore my own clothes, taking particular care with my jacket just as my schoolmates started to stir around me, myself now the only remaining witness to what had transpired.

My magic exhausted and the last connection to Equestria lost, my goddess state left me and I was but Sunset Shimmer again, tears in my eyes I continued to hold a de-powered and re-clothed Twilight. I gave her one last kiss before her eyes fluttered, wondering if I'd done the right thing…

Wondering if we would ever know the magic and intimacy we shared again.

/-/
/ 11: Epilogue/-/

To a passing observer, nothing had changed. And yet, everything had.

The CHS and Crystal Prep students and staff were just starting to roust themselves as Twilight's eyes opened and found me holding her. As far as she knew, she had transformed, opened a few portals, and then dueled and been defeated by me following my own ascension, accepted my offer of friendship and let me bring her back down to earth, the magic leaving us both when the portals closed.

I did this for you, Twilight… I told her, tears in my eyes. So you can live a normal life unburdened by what you did. So you can discover friendship and intimacy the RIGHT way, even if it's not with me… I believed what I was thinking, but still couldn't help but feel an enormous sense of loss.

"I am so sorry… I didn't mean for any of this to happen…" she told me, wetness welling in her own eyes as she recalled the chain of events that led us to the point, clutching her hands to her heart in consternation. She didn't remember the particulars of course, but what she did was bad enough; how she'd endangered Spike and all her newfound friends.

I put my hands over hers. "I know. And going by my own experiences… they'll forgive you." I repeated my own answer to her, struggling to keep from crying myself. Even if it was by her own request, that she didn't remember all we had shared was going to forever be a hole in my heart… but my sadness was short-lived as Spike barked and leaped into Twilight's arms, holding her glasses in his mouth.

"Spike!" she called out happily, nuzzling him again and giggling. I wondered why he didn't talk, and then I remembered… if he no longer had magic, he couldn't. Then again, would she even remember that he could?

Such questions took a backseat as Principal Cinch, predictably, thought first of her school's reputation… and her own. "Principal Celestia! On behalf of Crystal Prep, I demand that you forfeit the Friendship Games! Clearly, CHS has had an unfair advantage for quite some time! And it's certainly obvious that your students have been using magic for their own benefit!"

Principal Celestia looked at me, and for the first time ever, she favored me with a smile, going over to stand behind me and put her hands on my shoulders. "I'd like to think that saving the world benefits us all. And our own Sunset here certainly did that and more…" she trailed off with an odd note in her voice.

Before I could wonder what she meant by and more, Sugarcoat spoke up. "At least they didn't manipulate Twilight into releasing all the stolen magic and turning into a power-crazed magical creature that tried to rip the world apart just to win a game," she said as she dusted herself off and replaced her glasses, suddenly looking down at herself and patting her midsection as if to feel for something she kept thinking had been there.

"Wow! That's a lot to take in when you say it all at once!" Pinkie Pie scratched her head like she, too, was trying to remember something elusive… or was I just imagining it all?

"Oh, she can take a lot," Indigo Zap smirked. But then her brow furrowed like she wasn't immediately certain where the thought came from, Sugarcoat suddenly blushing as well.

"That's ridiculous!" Cinch retorted, glancing down at her wrist repeatedly. It was only later I realized she was wondering why her watch suddenly seemed to be a half-hour slow, and I cursed myself for the oversight.

"Nope, that's pretty much what happened," Spike spoke up from Twilight's arms, and nobody gave him a second look after all they'd already seen. It was only then I realized—he hadn't lost his magic if he was still talking!

Uh-oh. My magical reversal and memory alteration spells had missed him because he'd been encased in Midnight's protective bubble, and that also meant…

He looked at me and gave me a wink.

"Actually, I think we're all to blame for Twilight going crazy there…" Sour Sweet admitted, then had another of her patented mood swings. "But mostly it was her," she motioned at Cinch, then crossed her arms and looked away, though I noticed her eyes fell on Indigo and Sunny Flare for a moment, who seemed to be constantly looking at each other and blushing.

Okay. This wasn't a coincidence any more. I was starting to worry my memory alteration spell hadn't been as effective as I hoped. Then I remembered something I'd read in Starswirl's old journals. He said that conscious memories were easy enough to manipulate, but subconscious ones…

"Yeah, Sparks. Listen… I'm real sorry for everything I did to you. I was only ever trying to loosen ya up, but… I'm kind of feeling now like I went about it all wrong," Lemon Zest rubbed her hand behind her head. "So I'm hands off from here on out, I promise… unless you want them on, of course!" she couldn't help but add.

"Oh, uh… thanks?" Twilight blushed and looked away.

"Yeah… me too," Sunny Flare spoke up, yanking Lemon Zest back. "I… treated you pretty bad, Sparks. I promise to be better, just… please don't turn into that thing again…" she requested.

"Seconded," Sour Sweet spoke up. "I'm sorry about what happened on the archery range and… everything else. You needed encouragement, not criticism. Even if you were pathetic at it…" she finished under her breath again.

Applejack stepped up. "She did fine once she was shown how. Ya'll might want to treat her a bit better now, or ya answer to me!"

Sour Sweet gave her an appraising look, then grinned. "You know, you ain't exactly my type, AJ…"

"And what type is that?" everyone chorused at once, then blinked, causing me to cringe.

At that moment, Fleur de Lis walked up, escorted by the four shadowbolt boys who had previously been… "Sparkle…" she called out. "Since everyone else is apologizing, I'd like to as well. I acted like you were invisible or beneath me and didn't help you even when you were in distress. I think… I'm through with that now," she went downcast. "I'm not sure why, but I suddenly feel closer to everyone. So I swear to treat you and the rest of the school with respect from here on out."

Twilight didn't answer right away, staring at her taller classmate like something was off.

"Something wrong?" Fleur asked, still closely attended by the boys.

"No, it's just… that's the first time you've ever spoken to me…" Twilight pointed out.

"It is…?" Fleur blinked, like she wasn't certain the statement was true. "Oh. Well, I'll talk to you now, promise."

"Yeah, we'll treat you right too," Jet Set spoke up, the other boys nodding in agreement. "That is, if Upper Crust will let me?" he looked back at her pointedly, causing her to briefly glower but not intervene.

"You're all right, Sparks," Indigo added, giving Twilight's hair a ruffle. "And if you ever need help with bullies or maybe a few archery pointers…"

"She's got us," Rainbow Dash spoke up and stepped forward, the rest of my friends in support. "You treat her right, or I'll kick your butt, Indy!" she poked the other girl in the chest.

Indigo gave her an odd look and grin. "Is that a challenge, 'Dashie'?"

That seemed to catch Rainbow short. "You know, only one other girl ever called me that…" she looked lost in memory herself for a moment. "But yeah, it is! Anytime, anywhere, Indy!"

"It's on!" Indy replied, bumping fists with Rainbow Dash like they were hooves.

"Thanks… all of you," Twilight offered tentatively. "I know I'm not the best athlete… and I know I made a mess of these games. But… thank you for forgiving me."

Cinch looked stunned at her students suddenly declaring solidarity with their classmate. "Obviously my students have been infected with your magic, but I plan on taking all of this up with the school board!" I had to stifle a giggle at that, and I wasn't the only one..

"Good. I'm sure Superintendent Faust would be very interested in hearing all about the magical students with wings," Principal Celestia said mildly, squeezing my shoulders and grinning.

"Oh, and the portals to different dimensions," Luna immediately added, taking on her sister's cheshire-cat grin.

"And don't forget to tell them about the talking dog!" Dean Cadance scratched Spike's chin, who stretched it out and wagged his tail happily.

"Because that would never ruin your reputation!" Even Spike got in on the act, smiling sweetly and accepting some pets from the others. I made a mental note to get him a nice big bone next chance I got, knowing he—not me—had been what finally broke through to Twilight.

Recognizing defeat, Cinch stormed off without another word.

Celestia watched her leave with a sad shake of her head, then spoke up again. "Well, I know these Friendship Games haven't been what any of us expected, but given what we've all just been through, and the friendship it brought about… I think it's fair to declare us all winners!"

The entire schoolyard cheered, and the interschool party that night organized by Pinkie was far more successful than the last.

The next week passed reasonably uneventfully, though with still no word from Princess Twilight.

Though increasingly worried about her, we were all surprised and delighted when we learned about Crystal Prep Twilight's request to transfer to CHS, and my heart leapt when she asked if she could stay with me, explaining that her home was too far away. But we were told the transfer would take some time to process from the Crystal Prep end, and we promised her a schoolyard picnic by the still-shattered statue when it finally went through. It'd become a favorite hang-out point for the regular students by then; there was even some talk about leaving it broken, almost as a shrine to the games.

To my relief, my friends didn't seem to remember much, and as time passed, things settled down again. Then the following Monday, I received an emergency text asking me to come immediately to the music room—I'd begged off the latest band rehearsal, our first since the games, so I could catch up on some studying in the library.

Half-wondering if Rainbow had just broken another guitar string again—I was now keeping a full set in my backpack—when I got there I found all my friends present, their faces alternately pale and flushed, expressions ranging from alarm and worry to curiosity and delight… even hope. "Uh, Sunset… we gotta talk to you…" Applejack began, putting her bass guitar aside. "Mind lockin' that door?" she asked, through it was clear from her tone it was an instruction, not a request. The blinds had been pulled as well, I noted.

"Uh… sure," I told them as I did so, knowing something was up but uncertain what. "What's wrong?"

They all looked at each other, and seemed to be holding themselves oddly. "Well, we were just practicing and…." Rarity's voice sounded shaky, she looked even paler than usual.

"Oh for Pete's sake! the problem is THIS!" Rainbow Dash abruptly dropped her skirt and lycra leggings to reveal… a large stallionhood, identical to the one she'd worn when she'd ponied up under Midnight's influence. "We were playing, we ponied up, and then THIS appeared! Mind explaining this?" My friend crossed her arms over her unusually ample chest, looking none too pleased at her now-flaccid phallus.

"Ain't just that, either. We're packin' a bit more in the pantry, too!" AJ motioned at her uncomfortably tight chest, already threatening to burst a couple buttons.

"Indeed! Will these… these things go away?" Rarity asked, trying to hide her enhanced attributes, which was bulging hard at her skirt and blouse. "I cannot be seen with one of these! I shall have to modify my entire wardrobe to accommodate it! And go to a larger cup size!"

Pinkie Pie, predictably, took it the best. "Are you girls kidding? It's great! Think of all the FUN we can have with these!" She took hers out and started openly stroking its length and her larger breasts in turn.

"Oh, um… I kind of like mine too…" Fluttershy spoke up bashfully, experimentally giving her new organ a rub through her badly-tented skirt, occasionally pawing at her chest as well. "I'd like to keep it, just, well… not when we're in front of everyone…" she offered cautiously, blushing anew.

"Yeah, seriously! We can't go popping a massive boner every time we play music!" Rainbow said in disgust.

"I'm with her. I ain't exactly averse to these Sunset, but… they're gonna make it real awkward around folks," Applejack summarized, holding hers loosely. "So you mind telling us how we got these? 'Cause we all been having some real weird dreams lately. And since you keep appearing in them, I think you know why!" she accused, crossing her arms.

I sighed and slumped. I couldn't lie to her, even if she wasn't the Element of Honesty. In the end, I couldn't lie to any of them, and with the evidence of the extra events now before them, I felt I had no choice but to tell them the full story of what had happened at the end of the Friendship Games.

Just like with their futahood, they all took the news differently.

"Well now. Then those dreams I've been having were true and I really did it… with a… what did he call himself? A Saddle Arabian?" Applejack's fourteen-inch stallion cock surged to attention, bursting right out of her bottom, her skirt sliding back off the top to reveal most of its length. "Nicest colt I've ever known. He said his name was… Fair Trade…" the memories were coming quickly now. "He knew apple breeds and business like you wouldn't believe! Sure wish I could see him again," she said wistfully, unconsciously stroking herself.

"Wait… if that truly happened, then that means my dreams were real as well? That I really… did it… with four of them?" Rarity's stallionhood surged to attention to her mingled delight and horror, her already-ample bust sudden ready to all but burst out of her blouse, defying all attempts to stay hidden.

"Yep! And with me too!" Pinkie Pie added helpfully, then appeared behind Rarity and began fondling her boobs as she'd done then, her pink thirteen-inch futa cock pressing between Rarity's thighs and rubbing the underside of her friend's twelve-inch white one. "These really would be good for some futa fun! Ooo! Ooo! And I also promised to show you Coital Convent!"

"Pinkie! Really!" Rarity protested, but only resisted weakly, finally turning to putty in her hands and allowing Pinkie to undress her. "Is it really as good as you say…?"

"And I did a… griffin version of Gilda?" Rainbow spoke next, her own breasts swelling and cock surging to attention at the memory, poking out the top of her lycra. "Wow…" was all she said. "Except for the fur and feathers, she was so like our Gilda…" she added almost wistfully, leaving me wondering what the human Gilda looked like and her backstory with Rainbow and the others was.

"Did her good, too! You mad, 'Dashie'?" Applejack asked her with a grin, giving her friend an affectionate elbow, then slipping a hand around her waist and pulling her close, pushing down her lycra to free her thirteen inches.

Rainbow thought about it, then shook her head. "You kidding? I loved her like that! Best fight and screw I've had in ages!" she gushed, popping her friend's shirt buttons to free her still-expanding breasts. "No offense, AJ…"

"None taken," she replied, pressing close and kissing her longtime lover; before long both had their clothes off, trying out their new equipment on each other, but not before AJ hit the boombox to play back an earlier rehearsal and hide any telltale noises.

Fluttershy then approached me cautiously. "Sunset. Did we…?" The rest went unsaid as she stood before me with her footlong futahood out, now slowly rising before me.

My heart melted all over again to the look and cautious invitation in her eyes, my cheeks flushing as I felt a sudden surge of pressure in my own crotch. "We did, but… we didn't finish," I admitted, a surprisingly familiar bulge beneath my skirt beginning to grow, already straining tightly at my panties. Apparently, I'd kept mine too.

She nodded as she finally dug out the memory, her friendship magic recalling it. "But… you promised me… that we would…?" she asked me to confirm, and at my nod, her hands closed on my own growing breasts and she kissed me on the spot.

And as for what happened after that, all I'll say for now is…

Friendship With Benefits is Magic.

Crystal Prep Auditorium Two weeks after the Games

"So what's this about?" Sunny Flare wondered aloud, sitting in her chair with a bored expression. "Anybody know why they pulled us out of class?"

"Who cares?" Indigo replied, lounging back in her chair and holding Sunny Flare's hand as it rested on her thigh—the two seemed to have become the unlikeliest of friends of late. "Anything that gets us out of chemistry is fine by me!"

"Maybe it's to announce a new school award!" Sour Sweet said hopefully from the other side of them. "Or maybe they're just giving us another sexual harassment seminar," she turned around and growled, looking at Indy and Sunny with something approaching jealousy.

"Wow. You are such a pessimist," Sugarcoat stated. "Then again, maybe you should listen to it this time, Zesty," she noted with a nod down at her friend's hand, which was currently wrapped around her back, up under her shirt and cupping a breast beneath her blouse.

"Aw… those take all the fun out of everything!" Lemon Zest said, giving her friend a squeeze, her headphones off. "So what do you think, Sparkle?"

"No idea. But I guess it's important, whatever it is," I told her, still a little uncomfortable with her sitting beside me, but to be fair, she'd kept her promise and hadn't made any more passes at me since the Games. I had no idea what changed for her, but her entire outlook seemed to have been altered; she was actually asking permission now instead of just trying to outright seduce everyone in sight; even Sugarcoat, despite her usual bluntness, didn't seem to mind, letting Zesty pull her back against her.

Still, despite all the attitude changes (and half-wishing she'd do the same to me!), I knew it was time to move on. My transfer application had finally been approved, but pre-transfer procedures had to be followed. As a result, my move to CHS wouldn't truly occur until next week, so I remained at Crystal Prep for the time being.

In truth, it wasn't that bad. The other girls were being a lot nicer to me now, enough that I was almost starting to regret leaving them. I didn't even know they could be nice, but it seemed like the experience of the Friendship Games had touched all of us. It was manifesting itself in odd ways, too—the girls seemed to have gotten much more touchy-feely of late and even the boys seemed interested in me now; one came out and said that since they'd seen me as "Midnight," as they were now calling the magical me—was that truly my name in that state?—I became a lot more desirable in their eyes, and when they showed me cellphone pictures they'd taken that day, I understood why.

I looked… well, quite sexy. So confident and radiant, brimming with power, and wearing a dress to drool over. In many ways, 'Midnight' was everything I'd ever wanted to be…

I shivered at the memory. In truth, I was still haunted by the memories of my transformation and the godlike power I had ever-so-briefly gained. And I couldn't speak for the others, but I was having some very weird dreams… rather X-rated ones at that. Dreams of things I might have done to my schoolmates during my short-lived ascension had I the time and inclination, ways I might have taken revenge for everything they'd done to me. Several times I'd woken up quite wet at how vivid and kinky they were, and it was making it very hard to be around my classmates at times. I also couldn't seem to quite stop thinking about the girl who had saved me, Sunset Shimmer… or her goddess counterpart, Daydream.

Wait. And how did I know that name? She'd never actually said it during our brief battle…

My thoughts of her were scattered as Dean Cadance stepped up behind the podium. She had called everyone in the school to the auditorium, which was not only a surprise to the students, but to the teachers as well, to judge by their expressions.

"Hello, students," she began. "I know you have questions, and I'm sorry to pull you out of class on short notice, but I'm here to announce… that our search for a new headmaster is complete!" she announced in a strangely excited tone, causing us all to look at each other in surprise—and was it our imagination or were the Dean's eyes tinged green for a moment? "She comes to us highly recommended and I can certainly vouch for her… persuasiveness. She will be a fine asset to our school and I hope you will quickly come to appreciate her as much as I have. So without further ado…" the auditorium stage curtain behind the Dean parted to reveal…

A rather tall and raven-looking, pale-skinned woman with blue hair and green eyes. She was dressed in an iridescent black business suit with a green sash, wore gold bracelets and a pair of onyx hoop earrings as well as a pair of black high-heeled boots, and her legs were covered with dark green stockings.

For some reason, her presence gave me the chills, and a very odd sense of deja vu. "Hello my dear young pupils. I am your new headmistress, Principal Chrysalis…" she grinned, looking out over the student body almost lasciviously. "I understand your previous principal was a bit… overzealous. But fear not. I use far different methods of motivation, and I am certain you will come to love your studies under me…"