Gale Crowley's Emporium

Erotica writer into a lot of fetishes. I'm also currently taking commissions at a rate of 100 words per $1! You can't beat a nice, clean, consistent price like that.

[maddiecosplays]

Tifa Lockhart Cosplay by Matteiie

[galecrowleysm]

My Link Tour

Yeah, it’s a little late, but in my defense, I had enough to think about without a social media site imploding.

http://archiveofourown.org/users/GaleCrowley

https://www.deviantart.com/galecrowley

https://www.fimfiction.net/user/188466/Citrus+Recluse

https://twitter.com/GaleCrowleySmut

[galecrowleysm]

Reblogging this for maximum viewage.

Also, I have a baaad habit of procrastinating like nobody’s business, but at some point I’ll want to make an account somewhere and repost the commissions from other artists that I have posted on this account.

[galecrowleysm]

My Link Tour

Yeah, it’s a little late, but in my defense, I had enough to think about without a social media site imploding.

http://archiveofourown.org/users/GaleCrowley

https://www.deviantart.com/galecrowley

https://www.fimfiction.net/user/188466/Citrus+Recluse

https://twitter.com/GaleCrowleySmut

[pasteldaemon]

https://www.patreon.com/pasteldaemon

So this has been a long time coming, obviously, but this is a thing now! My actual job continues to take a toll and really anything anyone is willing to give can reduce the reliance on that.

If every one of my followers pledged just $1 I could literally quit and draw full time, which is pretty wild.

There wont be a reduction in content here, but amongst other things, patrons will be seeing things earlier and have access to higher res versions of images, as well as collections of stuff I normally wouldn’t post here anyway. So please consider it. Anyhow, that’s it for now.

[pasteldaemon]

Hey all, with tumblr’s current steps to…whatever they’re trying to achieve, spreading the word would help out a lot since it’s a lot less likely for new people to see my work now, so there’s that.

[galecrowleysm]

Too Hypnotized To Ride

Genre: Raunchy Comedy

Words: 3402

Series: Final Fantasy 10

Synopsis: Lulu, Paine, Yuna and Rikku go to visit a new amusement park for rest and relaxation. Not everything is as it seems, however, and all but Lulu get hypnotized. Naturally, Lulu seeks to take advantage of the situation.

Patreon. Ko-Fi. Or, message me about a commission!

Lulu and her gal pals, Yuna, Rikku, and Paine arrived at the newly installed Hippodome

Amusement Park for some well deserved rest and relaxation after a long day of fighting monsters, imps, dragons, and more.

Approaching the gate, Yuna eyed the arch with suspicion.

"What'cha staring at, Yuna?" Rikku asked.

"I don't know," Yuna said. "Something about this seems a little off. I mean, Hippodome? Who names a place something like that? Who likes hippos?"

"Stop worrying," Lulu said, craning her neck, her mink dress shifting to expose her cleavage. "It's a new park, we got tickets for free, and if anything bad happens, we've got me to take care of it." To demonstrate her point, she raised one finger and created a flame at the tip.

"Yeah, I guess so ..." Yuna said, though she sounded unconvinced.

"Nothing bad will happen," Lulu assured her. "Now come on. Let's have some fun."

The girls went through the gate and wandered, looking for attractions to catch their eye.

"Ooh!" Rikku spoke up excitedly. "What about this one?"

"The Tunnel of Suggestion," Paine read.

Yuna read the sign. "Bring two of your closest friends and enter into the tunnel of suggestion. Thrills will be had, secrets will be revealed, and a good time will be had by all!'"

"I'm down," Paine said. "What about the rest of you?"

"I'll try anything once," Rikku said.

"I guess if you're both going, then so do I," Yuna said. "Lulu?"

"Oh, no, wait," Rikku said. She thumbed the sign. "'Fits three.' I guess that means Lulu can't join us."

"Really? That stinks. I don't want her to miss out," Yuna said.

"It's fine," Lulu said. "It works out quite well for me, really, as I have no interested in being suggested to. I'll find something else to do."

"Are you sure?" Yuna asked. "I mean, I could always sit this one out."

"Quite positive, I assure you," Lulu said. "Go. Have fun. I'll find something to do. Perhaps I'll even have some cotton candy."

"Well, you heard her, ladies," Paine said. "Let's quite yakking and step into the Tunnel of Love."

"Tunnel of Suggestion," Yuna corrected.

"Eh, same difference, really," Paine said indifferently.

The group split, Lulu going to amble around the park while Yuna, Paine and Rikke went inside the tunnel and climbed up into a round yellow cart. Despite the name, it really did appear to just to be a modified Tunnel of Love, complete with water.

"For your safety, please keep your arms and legs inside the vehicle at all times," a prerecorded voice said. "Management is not liable for any uncomfortable truths being revealed, strange bouts of out of character behavior, or subliminal suggestions compelling you to act in ways you would normally not. Please enjoy the ride."

"Do we need to be worried about that last one?" Yuna said. "I feel like we need to be worried about that last one."

"It'll be fine," Paine said, crossing her arms behind her head. "It's not like there's really anything they can do to hurt us."

"Yeah!" Rikku agreed. "We're trained adventurers. We'll be fine."

The cart rattled and moved down the tunnel. For an amusement park ride, it was lacking in light, in Yuna's opinion.

"So far I'm not very thrilled," Yuna said after a few short minutes passed. "Or suggested."

"Give it time," Paine assured her. "I'm sure it'll pick up eventually."

"Like right now. Look!" Rikku pointed at the ceiling, which gave way to a series of lights.

"It's so pretty!" Yuna said. "It's almost like looking at stars."

"Yeah," Paine said. "Almost exactly like looking at stars."

The lights flickered and flashed. A row of them turned dim, then flicked back on as the dark strip jumped to the next row. They pulsated softly and changed colors, alternating from blue to red to yellow to green before repeating the cycle.

"They're lovely," Yuna said. "Whoever designed this must have really known what they were doing."

"Yeah," Paine agreed. "I could just sit here and look at them all day and all night. In fact ..." Paine adjusted herself, leaning forward on the bar, her breasts pushing up against it. "I think I will."

"Me too," Rikku agreed. "They're so lovely ... so, so lovely ... I don't think I want to ever leave."

"Uh, girls?" Yuna said. "You're kinda freaking me out a little bit. Maybe dial it back a smidge about how lovely these lights are."

"But they are lovely! Can't you see it, Yuna?"

"See what?" Yuna asked. She leaned over and put her hands over her mouth in shock. Paine and Rikku's eyes were filled with swirls of color spiraling out from the center, in red, green, blue and yellow, the same as the lights.

Hippodome. Tunnel of Suggestion. Suggestion, Hippo, Hippo - Hypno! They're hypnotized!  Yuna pieced it together. She came to the right conclusion, but too late for the other two.

"I've got to get out of here!" Yuna pushed on the metal bar. "Move! Unlock, darn you! Isn't there an emergency release latch or something around here?"

The lights pulsating continued, and Yuna fell under their spell.

"No, no ... yes. So pretty. So lovely." The spirals swam across her vision, and her lips curled into a dumbfounded grin.

The ride reached its end.

"Thank you for riding the Tunnel of Suggestion. We hope you enjoyed the ride, and will come back again... many, many times. After the ride bar releases, please exit the ride to be given commands by whoever you have brought with you to do so."

The bar released. Paine, Yuna, and Rikku stepped out of the ride and waddled back to the entrance, ambling like drunken ducks, their shoulders slouched, arms resting on their sides, and grins on their faces while colors spiraled in their eyes.

They stood there waiting until Lulu came back, with disappointed empty hands.

"Hey, girls," Lulu greeted them. "I found the cotton candy, but it tasted so awful, so I threw it away. Girls?" Lulu tilted her head when she saw the state they were in.

"Girls, can you hear me?" Lulu asked, waving her hand in front of Rikku's face.

"We hear you," Rikku said, her voice soft. "We hear and we obey."

"Obey?" Lulu questioned. She stroked her chin and inspected the other two.

"Big grins, swirly eyes ... if I didn't know better, I'd say you've all been hypnotized. Hmm."

Lulu glanced up at the park ride title. Tunnel of Suggestion. She didn't think it would be this kind of suggestion.

Lulu took stock of her situation. The other girls were hypnotized, they were in an amusement park, and she didn't know who was behind it and what they might be planning. There was clearly only one thing to do;

Have fun and take advantage of her friends while they were in these suggestible states.

"Paine, I want you to be a maid," Lulu said. "When I snap my fingers, nothing will make you happier than cleaning. You'll be a happy, simple maid with simple pleasures in life."

"Okay." Paine giggled. "Whatever you say, mistress."

"Rikku," Lulu turned to Rikku with a flourish, "you are a dancer. You live to dance. You love to dance for all your friends ... especially the boys. And sometimes, if the boys are really good, and you're in the mood, you'll do an exotic dance. Do you understand what I mean?"

"Yes," Rikku said, nodding happily.

"And Yuna ..." Lulu paused, mulling over her nigh limitless options. "You were so scared to come in here, I think from now you'll be a chicken. How's that sound?"

"Perfect, mistress," Yuna said breathily, like she couldn't wait to become a chicken. Like she was turned on by it.

"Now - oh, wait," Lulu pointed her finger and zapped Rikku, changing her outfit from a simple one for an evening out with her friends to a more eccentric one with lots of exposed skin, more fitting for a dancer.

"That's better. Now, when I snap my fingers, I want you all to act as I've told you."

Lulu raised her fingers and snapped. The girls giggled as they embraced their identity.

"Bawk!" Yuna did her best chicken impression, tucking her arms around her sides. "Buck, buccaw!"

"Would you like me for to clean you, mistress?" Paine asked eagerly, placing her hands together. "Perhaps I could take your coat and wash it?"

"Ooh," Lulu said, "as sexy as that sounds, I'm not wearing much beneath this. There could be someone around ... oh, what the hell. Go on, maid. Take my coat."

"As you wish," Paine said, slipping Lulu's sleeves off. "I live to serve."

"Don't I know it," Lulu cupped Paine's chin affectionately while she was reduced to just a corset and shorts by the removal of the coat.

Rikku raised her hands above her head and touched them together, doing a simple dance, spinning around and around like a top, coming to a stop and kicking her leg out. It gave Lulu a good look at her thigh, which Lulu savored.

"Ooh, I'm going to enjoy this," Lulu said with delight.

"That's it, Rikku!" Lulu cheered. "Put on a good show for me!"

"Your wish is my command, mistress," Rikku said. She bowed, hands still arched over her heads, and spun around, kicking her leg out. She did a new dance, weaving her hands through the air, trailing them down her body, rubbing herself sensually. Knowing what her mistress wanted, she did a lot of exaggerated hip movements, strutting and swaying side to side, her grin never leaving her face.

"Does my dancing please you, mistress?"

"Oh, yes," Lulu growled. "It pleases me very much."

"Would you consider donating a tip?" Rikku asked, turning around and presenting her ass to Lulu.

"Ha! I suppose I will." Lulu approached and placed a single GP on Rikku's buttcheeks. It fell off, but Rikku picked up, letting like Lulu look down her top in the process.

"Very nice," Lulu said to herself, smirking. "I think I could get used to this."

Paine gave Lulu's a coat a lick and folded it over. She then presented the coat back to Lulu.

"Here's your coat, mistress. All clean."

"Uh, thanks," Lulu took her coat back with a touch of uncertainty. Something about Paine licking it and thinking that qualified as cleaning didn't sit right with her.

Paine got on her knees and brushed a hand across Lulu's thigh. "May I clean something else for you, mistress?"

"No, no, that's fine," Lulu said. This was making her uneasy.

"Oh, are you sure, mistress?" Paine said, and stuck her tongue out. "My goal is to make you happy. Clean and happy."

"I appreciate that, Paine, I really do, but I think I should go iron my dog now," Lulu said. She stepped away from Paine and turned around, only to be greeted with Yuna standing right in front of her.

"Buccaw!" Yuna cawed at her.

"Yuna, I don't really have the time for-"

Lulu closed her eyes when she felt a wetness on her nose. Yuna kissed it, pulled back, then kissed it again.

"Why are you ... oh, I get it, you're 'pecking’ me, ha ha, very clever." Lulu placed her hands on her hips. "You don't think you're so smart, don't you? Well, I've got news for you, it's not funny! I could have made a whole park around a better play on words than that!"

Lulu didn't know who was shouting to. Whoever designed this park might be watching her and how she treated her hypnotized friends closely, or they might have just done the job to a client's specifications and promptly nipped off, never to be heard from again.

"What am I going do with you?" Lulu wondered. Yuna 'pecked' her on the cheek.

"Enough!" Lulu said, pushing Yuna away.

"Caaaw?" Yuna whined, disappointed.

"I've got to figure out how to ... that's it. Girls! Look at me!"

Lulu placed herself between the intersection of the three girls where she would be in the line of sight of all three.

"Look closely," Lulu said. "Rikku! Stop dancing!"

"But…"

"Just for a minute, and then you can go back to dancing, okay?"

"Okay," Rikku said. She stopped herself, but she made a pose.

"Focus on me," Lulu said. "Focus on my words. When I snap my fingers, you're all going to wake up from this trance. You're going to forget what happened and what I did, and we're all going to go home and pretend like this never happened and never come here again. Ready? Three. You can feel your mind starting to clear. Two. Your thoughts are leaving you. Your thoughts about a dancer, or a chicken, or a maid. One. You can almost yourself again. And ..."

Lulu's fingers snapped as loud as she could make them snap.

"Are you done?" Rikku asked.

"Yes, Rikku, I'm done," Lulu said. "I hope we're all done."

"Whee!" Rikku did a twirl.

Paine approached Lulu, getting real close and invading Lulu's personal space. "May I take your other clothes and launder them, mistress? I wouldn't want you to walk around feeling all dirty."

"Buccaw!" Yuna chirped and bent over, touching her nose to the ground and thinking she'd pecked something. "Buc-buc-buccaw!" She jumped into the air, flapping her 'wings.'

"It ... it didn't work, Lulu said, despairing. "It didn't work! Why didn't it work? What kind of hypnosis stuff are they using?"

Lulu grimaced, showing off her teeth.

"May I brush your teeth for you, mistress?" Paine asked, cupping Lulu's chin.

"No." Lulu smacked her hand away. "Go brush your hair or something."

"As you wish." Paine patted a hand through her hair.

"Think, think," Lulu said. "What else can I do? I know." Lulu rubbed her hands together.

"By all the magic and all the arcane might that flows through me, I command you, be released from your trance!"

Lulu slammed her hands through the air, looking like she was playing an invisible bongo drum. The grass rustled and the wind howled, and all around the women could feel it as Lulu expended her arcane might and willed it out into the universe.

Pity it didn't do much more than make them chilly. Yuna continued to squawk, peck at the ground, Rikku kept twirling, and Paine continued to stroke her hair.

"Brr," Paine said, miming shivering. "It's awfully chilly. Might I give you my clothes, mistress?"

"No! What is with you and clothes? Why are you so eager for one us to be naked?"

"Well, it's not like there's a whole lot to clean around here," Paine said.

"Not really what I meant," Lulu pinched the bridge of her nose. She sighed. "Okay. Here's what I want you to do. You see that sign over there? The one for the Tunnel of Suggestion? I want you to go over there and clean it."

"As you command." Paine went over to the sign, kneeled by it, and licked it.

"Ugh," Lulu groaned and rolled her eyes. She needed to think of something to fix this. She felt pressure bearing down on her, like if she didn't fix it soon, the trances might become permanent. She had no reason to think that was the case, but ... she didn't have any evidence that it wasn't the case, either.

"Stupid amusement park," Lulu grumbled. "Stupid Hippodome park. Stupid rides. Stupid cotton candy. Stupid Tunnel of Suggestion ride, with its suggestion and its hypnosis and its-  its - water. Stupid-"

Lulu cut herself off. She had an idea.

"Wait, that's it! Water! I know a cold shock of water is enough to wake me up in the morning. Maybe it'll do the same for them. I just hope that its cold enough!"

Lulu ran towards the sign for the ride. "Paine, that's enough. Come with me. I have something else I want you to clean."

"Finally," Paine said. "I knew you'd see reason, mistress."

"Yup, I sure did! Now, why don't you come with me into the tunnel so you can 'clean' me?"

"I'd be happy too!" Paine said.

She followed Lulu into the Tunnel without a trace of suspicion of what Lulu was actually going to do.

"Mistress?" Paine asked, standing by the cart. "Mistress, where are you? How am I supposed to clean you if I can't find you?"

"Got'cha," Lulu said, grabbing the back of Paine's head.

"Mistress?" Paine squeaked.

Lulu brought Paine's head down and forced it into the water.

Paine bubbled and gurgled before fighting back, jerking her head backwards and knocking Lulu off.

"Lulu, what the hell!?" Paine yelled. "Are you trying to drown me?"

"No time to explain," Lulu said, "help me get the others."

"Others? Lulu, what's going on?"

"I just said there's no time to explain. Try and keep up, will you?"

Paine followed Lulu back out and was startled to see the state Yuna and Rikku were in.

"I'll grab Rikku, you get Yuna," Lulu said. "Rikku! Rikku, come with me! I've got a new dance move I want to show you?"

"A new dance move? With an offer like that, how can I refuse?" Rikku moved smoothly and gracefully towards Lulu, arching her leg out and twirling.

"Can you hurry up?" Lulu snapped. RIkku's dancing was taking a lot longer than walking.

"Yes, of course."

Paine approached Yuna cautiously, keeping her hands out where Yuna could see them.

"Now, Yuna," Paine said, "I'm not entirely sure what's happening here, but Lulu says you need to come with me, so if you'll just do that for me ... I don't want to fight you."

"Caw?" Yuna said, looking at Paine curiously. She approached Paine, tilting her back and forth like a confused seagull. Then she pecked Paine on the cheek with a wet, slobbery kiss.

"Lulu?" Paine said. "I'm not exactly sure what I'm supposed to do here!"

"It'll work! Just grab her and drag her inside!"

Paine inhaled deeply. She sprung her arms around Yuna and wrapped them around her waist, then slowly dragged Yuna inside the Tunnel.

"Now what?" Paine asked.

"Dunk her face in the water," Lulu instructed. She did as such to Rikku, who needed less time than Paine to come out of trance.

Paine copied Lulu's example, holding Yuna by the head and pressing her face into the water, yanking her back out when she seemed to clear her head.

"What happened?" Yuna asked. "What, no, don't tell me ..."

"I remember ... getting on the ride, and then ..." Rikku said. She narrowed her eyes on Lulu. "Then we got hypnotized, and YOU, instead of helping us right away, decided to have a little fun with it! And you only stop when it started to seem like you might not have the ability to bring us out of our trances and you weren't in control anymore!"

"Yeah," Paine said. "Yeah, she did do that!"

Lulu backed away as the others angrily approached her. "Now, girls, there's no need to be so upset. I admit, maybe I didn't fully know what I was doing, but-"

"Get her!"

The girls ganged up on Lulu and grabbed her. They were her friends, so Lulu didn't fight back, and on some level, she recognized she'd done something wrong, or at least questionable.

"What should we do with her?" Rikku asked.

"An eye for an eye, I say," Paine said.

"What?" Lulu chuckled. "Girls, you're not really going to take one of my eyes over this, are you? It was just one little mistake!"

"No, no, we're not talking about that," Yuna said.

The girls lifted Lulu up and tossed her into the cart for the ride, then set it to start.

"Girls!" Lulu complained.

"I'm sorry, Lulu, but you brought this on yourself," Paine said.

Lulu sighed. "I suppose that's true." She crossed her arms and leaned back in her seat.

Rikku, Paine and Yuna left the entrance and went to wait at the other end of the ride, where a newly hypnotized, suggestible, grinning Lulu was soon delivered to them.

"What do you think we should do with her first?" Yuna asked.

"Oh, I've got a few ideas," Paine said. "One of them starts with her cleaning my feet. With her tongue."

Paine grabbed Lulu by the shoulder and dragged her away from the ride to be give her trance commands and made to pay for taking advantage of them earlier.

[galecrowleysm]

No More Superpowers

Genre: Erotica, Superhero, Crossover

Words: 22015.

Series: My Little Pony: Friendship is Magic  (Humanized Power Ponies AU)

Synopsis: After her last defeat, the Contessa turned over a new leaf. Surely there is absolutely no way she will change her mind and come back with a new master plan that accounts for every previously unseen variable from her previous plans and that puts Rarity and the Power Ponies under her total thrall, right?... Riiight?

First published on Fimfiction.net in April of 2017.

Like what I do? Support me by joining my Patreon; Tip me on Ko-Fi. Or DM me for a commission.

“Everyone all set?” Twilight asked.

“Ready!”

“Okay, then!” Twilight raised a hand and beckoned the girls. “Inside we go.”

Twilight and her friends went inside, adventuring into the new cafe which had just opened up on a street down from the house, the Daily Cow.

It was a small, quaint building. Not a lot of space for patrons, but it felt intimate and homely for it the way the chairs were clumped together. It was divided into two halves, each with their own counter, each with their own attendant.

“Hello!” a redhead woman waved at Twilight’s group. “Can I interest you fine ladies in some qualify coffees and cakes today?”

“Yes, ma’am!” Pinkie Pie answered, bouncing up to the cashier. The other register was attended by a woman with frizzy orange hair who Twilight thought familiar, but she couldn't place where it from. The coffee attendant, however, she recognized for sure.

“Sunset?” Twilight asked. “Sunset Shimmer? What are you doing here?”

“Oh, hello, Twilight,” Sunset beamed. “I’m working. Can’t you tell? I am currently showing off a wide collection of CDs, musical and nonmusical alike. Can I interest you in a self-help CD today?” Sunset held one up. “Can’t say I’ve ever had much luck with them myself, but my employer wants me to really push ‘em this month. And then I’ll push some other genre next month… maybe bluegrass, or something.”

“Well …” Twilight and the others stiffened up. They remembered back when they first met one of their more esoteric villains in their alter egos as the Power Ponies, the Contessa, who had hassled them and harassed them with a ‘self-help’ CD that brought them deeper into the Contessa’s spell. It was not a fun experience.

“No thank you,” Twilight said politely, she and the rest hiding their feelings behind impressive polite smiles which were difficult to keep up while they were thinking about the Contessa and how she was this close to beating them, twice, despite her ridiculous gimmick and seeming limitations of her powers.

“Aww. Are you sure?” Sunset asked, quivering her lip.

Twilight nodded stiltedly. “Yes. We’re sure.”

“Absolutely sure,” Rarity said.

“Positively,” Applejack said.

“Uh-huh,” Rainbow Dash said.

“Why don’t we just get our coffee and doughnuts and go?” Twilight suggested, wanting to put a swift end to this stroll down memory lane before this awkward encounter with Sunset got even further.

When they returned home to dig into the doughnuts, they were delighted by the taste of them.

“These are good doughnuts,” Pinkie Pie said between mouthfuls. “Whoever made them put a lot of love and care into them.”

“Yeah,” Dash joked, “almost like they were special or something.”

“Like they were made just for us,” Rarity wistfully muttered, the others rolling their eyes at the obvious romance novel Rarity was writing in the back of her head. She took another bite, not caring about the damage it would do to her figure.

Later that night, Rarity put on her night mask and got ready for bed, not expecting any surprise nighttime visitors or anything strange or unusual to happen. She was wrong on both counts.

Deep into the night, long after everone inside were all in deep sleep, the door to Rarity’s room opened. Sunset Shimmer stepped in, tiptoeing to be quiet. She lost her balance and stumbled, flailing as she tried to keep herself from making too much. She stared at Rarity nervously, wondering if she heard her.

“Oh, Blueblood…” Rarity muttered in her sleep, rolling over. “I knew the version of you at the Gala was just a front! I knew it!”

Sunset sighed, seeing she wasn’t about to get caught. She walked up to Rarity’s bed and set to her task.

“Not gonna buy some of the treats, huh?” Sunset asked, putting out a CD player on the nightstand, hooking it up to some earbuds. “Well, fine. You don’t have to make this easy for us.”

Sunset gently slid the headphones over Rarity’s ears, setting the CD to play. She went over to the door, and stopped, looking at Rarity.

A clatter came from outside the room, and the other clerk from the cafe stepped in, covered in headphone wires with CD’s hanging off her.

“Do you get it?” she asked. “Yeah. Did you get yours in, Adagio?” Sunset asked back, gazing quizzically at the wires on her. “Of course,” Adagio answered. “Never mind that I got a little tangled up in some of the spare headphones. Now, let’s get out of here, Sunset.” Sunset stayed put. “Sunset? What’s wrong?”

“I don’t know,” Sunset said, looking at Rarity. “I just, I feel bad about this. I’m supposed to be their friend. I fee like I’m betraying them.”

“Sunset, sweetie, you are their friend!” Adagio assured her, placing a hand on Sunset’s shoulder. “You’re just a friend who’s taken it upon herself to teach these friends the full value of … self-love.” Adagio pulled Sunset into her chest, smothering Sunset’s face with her cleavage.

Sunset moaned and giggled. “You’re right!”

“Of course I’m right. Now, let’s leave before we’re discovered.” Adagio took Sunset out of the room.

The CD played soothing music into Rarity’s ears, keeping her from hearing the intruders’ shutting the door. Rarity let out a moan in her sleep, satisfied with the music. After about twenty minutes it, the CD’s message changed.

“Rarity, can you hear me?”

“Mmm … I can hear you…”

“Good, good,” the voice on the CD said. “Do you know where you are?”

“I’m … in bed.”

“No, Rarity. You’re at the awards show, going down the red carpet, about to receive an award for your stylish work as a fashion designer, with two lovely ladies wrapped around your arms. Can you see it, Rarity?”

“I … I can see it.”

“Can you really see it, Rarity? Can you picture it? Picture it, Rarity. You’re at the awards show.”

“I’m … at the awards show,” Rarity muttered, rolling onto her back.

“With two beautiful women by your side.”

“With … two beautiful women by my side.”

“Two beautiful, busty women.”

“Two … beautiful, busty women.”

“Can you see it, Rarity? Can you picture it? If you can picture it, then you need to wake up now, Rarity.”

“Wha?” Rarity asked, opening her eyes.

She was at the awards show. They were paparazzi, flashes of light from cameras, and she was walking down a red carpet, Sunset Shimmer and the waiter from the cafe by her sides, their arms hooked around hers.

“Come on, Rarity, focus!” Sunset said, snapping her fingers in Rarity’s face. “It’s almost like you were somewhere else!”

“I… thought I was,” Rarity said. “I thought I was in bed.”

“Ooh!” Adagio said. “In bed with a buxom beauty, no doubt.”

“What? No, in bed, sleeping.”

Sunset giggled. “It’s okay, Rarity, she’s just teasing you. You should be happy. It’s not every day a fashion designer gets recognized for revolutionizing the bra industry.” “What?” Rarity snapped.

“Yeah. You designed a fancy new bra, that you’re getting a fashion award for now,” Sunset said.

“I did no such thing,” Rarity insisted, blushing.

“Gee, where’s your head today?” Sunset asked.

“Probably still face-deep in somebody’s cleavage,” Adagio said, she and Sunset giggling.

“I don’t know what you’re talking about,” Rarity grumbled.

“Oh, please. Ease up, relax a little!” Adagio encouraged. “After all, only someone who has much of an appreciation and as much love for the feminine form as you do could have come up with something like this!” Adagio gestured to a podium, where a trio of women were showcasing themselves and their bodies, wearing lacy underwear and what Rarity guessed was her alleged bra design in grey, pink, and teal blue-green. “I still don’t know what you’re talking about,” Rarity said, turning away from the models, trying to deny the fact that seeing three lovely ladies proudly parade around in nothing but their underwear did more than a little to turn her on.

“Oh, yes, you do! Come on, Rarity.” Sunset whispered into Rarity’s ear, her voice taking on a dreamlike quality. “You love boobs.”

Rarity blinked. This sounded familiar to her, but she couldn’t quite place it. “I… love boobs.”

“Yes,” Adagio cooed, “you love boobs. You have always loved boobs.”

“I have always loved boobs …”

“You love boobs,” Sunset repeated. “Always have, always will, and you think about them all the time. What you can do to squeeze them. What you can do to suck them. What you can do to fondle them and smother your face in them!”

Sunset and Adagio pressed in closer on Rarity, bringing her arms into their cleavages, Rarity’s arm disappearing below the elbow into their mounds of flesh.

“Ooh … love boobs, always have, always will …” Rarity became wobbly on her feet, though her arms stuck into Sunset and Adagio’s breasts steadied her and kept her from falling over. She looked to them. “Are you … sure you should be doing that, dears?”

“It’s fine,” Adagio said. “After all, anything for our number-1 boob lover.”

“Yes …” Rarity muttered, voice of different pitch and tone echoing in her head about how she loved boobs. “I’m number one. I love boobs, I love feeling boobs…”

"Doesn't that feel so good?" Adagio Dazzle asked, shimmying from side to side, rubbing her boobs on Rarity’s arm.

"Yes," Rarity giggled, "that does feel good!"

Sunset and Adagio walked Rarity forward, arms hooked around elbows, lifting her up. They went down the red carpet, taking Rarity to a mirror.

The mirror was foggy at first, before gleaming audibly and clearing up. It showed Rarity, but it wasn't Rarity. It was taller and in the nude, with huge bowling-ball thighs, hips a mile wide, and absolutely enormous jugs, with thick, erect nipples leaking milk.

"Is that ... me?" Rarity asked.

"Yes, Rarity," Sunset answered. "That's you. Or rather, that's the you that could be, if only you were willing."

"If you'd accept..." Adagio whispered.

"Yes ... I ... accept ..." Rarity muttered dreamily.

"Glad to hear it!" Adagio and Sunset tossed Rarity to the mirror. Rarity smacked into it, but despite being made of glass, the mirror held.

Her reflection began to emerge from the mirror, pooling through. She grabbed Rarity by the cheeks and planted a kiss on Rarity with her thick purple lips. She pulled away, a string of drool connecting their mouths. Then her reflection came further through, her bouncy tits jiggling up and down, and she slid a nipple into Rarity's mouth and began to pump milk.

Rarity moaned. It wasn't long before she was beginning to leak fluids herself. First, her breasts began to grow in size, the top half of her dress turning dark as milk dripped down from her own nipples. Then she began to buck, her thighs shaking, and it was only seconds before her slit was putting out clear cum from an orgasm.

"Ooh..." Rarity moaned as her clone pulled her nipple free of Rarity's mouth. Her reflection wrapped her arms around Rarity, and pushed Rarity's head between her cleavage.

"Doesn't that feel good, Rarity?" Sunset Shimmer asked, getting behind Rarity and groping her milk-leaking boob. "To suck on someone's huge boobs? To have milk leak out of your teats?"

"Doesn't it just feel so good to orgasm so easily?" Adagio asked. "And to love your tits so much?"

"Yes..."

"Yes," Adagio continued, "you love boobs just so much, Rarity, you love it when other people value you for your boobs... when they compliment you on your jugs... you love it so much, that when they call you names that show their love of boobs... names like 'Rarititties' that just roll off the tongue... you love it so much, when people call you that, it makes you orgasm. Doesn't it, Rarititties?"

"Yes!" Rarity moaned. "Yes!"

In the real world, outside of Rarity's vivid dream, her body started thrashing around her bed. She reached a hand out and clamped it around her groin, and she sleepily yet excitedly muttered.

"Yes, yes!" Rarity moaned, somehow not waking up her friends despite her wild orgasm, her nethers pumping out liquid. "I love boobs! I love to suck them for their rich, creamy juicy milk! I love jugs... boobs, boobies, tits! I love them all... so... muuuuch..." Rarity fell back on her bed, sighing and drooling, her orgasm having tapped out and leaving her too tired to do anything. So she nodded off, right back to sleep, as if nothing had happened.

“Ugh…” Rarity awoke with a groan, rising up from bed. “What a strange, vivid dream I had…” she yawned and stretched, then took off her covers, her eyes widening when she saw the absolute mess that was her clothes. “A strange, vivid, wet dream I had. How could this happen…?”

Rarity glanced around. She saw the CD and the pair of headphones lying on her nightstand. Instantly, she knew who was to blame.

“Urgh…” Rarity growled as she got up, tossing her ruined covers to the floor. “Sunset Shimmer!” Rarity picked up the CD. “I don’t know what could have possibly possessed you to have done this, but I’m not standing for it! I think I ought to go down to that store and give her a piece of my mind.”

And so Rarity did, marching to the store (after a change of clothes, of course) with the incriminating CD in hand. The door bell chimed as Rarity opened the door.

“Hello!” Sunset greeted her, chipper as yesterday.

“Don’t give me that,” Rarity snapped. She held the CD up. “Sunset Shimmer, did you or did you not put this CD by my bedside last and let it play?”

“Hmm,” Sunset cupped her chin. “I don’t think I did.”

“Well, if it wasn’t you, then who was it!?”

Sunset shrugged. “I don’t know. Were you at least satisfied with the CD?”

“No! I was not satisfied!” Rarity shrieked.

“Aw, that’s a shame.” Sunset muttered dejectedly.

“This CD absolutely ruined good clothes and bedspreads of mine! I demand compensation!” Rarity insisted, about ready to toss the CD to the ground and shatter it and its casing, holding back only by reminding herself that she wouldn’t have any evidence of the wrongdoing if she destroyed it.

Sunset tapped her chin. “Tell you what, let me get you my manager. I’m sure she’ll be able to sort this whole mess out.”

Rarity puffed a sigh. “Finally. That’s the first thing you’ve said since yesterday that sounded reasonable. Come to think of it, Sunset, what has gotten into you? You used to make more sense than this…”

Sunset didn’t hear or politely ignored Rarity’s muttering.

The clerk signaled her over. “Sunset, come over here. We’re gonna go get the manager.”

“Oh, goodie!” Sunset exclaimed, gleefully tossing her aside her barista cap and joining Sunset’s side. It occurred to Rarity it was odd to see a store employee be so excited about the prospect of seeing their boss - usually that was a bad thing, and to be avoided at all costs. But she dismissed it, tapping her foot impatiently.

“If you will follow us this way, please,” Sunset asked, gesturing to a door on the side of the store. She and the clerk went in ahead of Rarity.

Rarity sighed. She didn’t like how squirrelly Sunset and the CD clerk were being, but if it meant getting some compensation for her ruined bed sheets, she was willing to put up with it. She went inside the door.

Rarity was greeted by a room in complete and total darkness. The only light in the room came from the open door behind her, and that soon faded away when the door swung itself closed.

Rarity didn’t like it. “Hello?” she called cautiously out into the darkness.

Something grabbed her from behind. Two sets of arms clamped and wrapped around her shoulders, binding her. The light switched on.

“Hello, Rarity.”

“The Contessa!?” Rarity exclaimed in utter shock, but the easily recognized red and black hourglass figure of the well-endowed Contessa was unmistakable. Rarity glanced behind her, the light revealing that Sunset and Adagio were the ones holding her. Rarity turned her attention back to the Contessa. “What are you doing here? I thought you turned over a new leaf!”

“Yes, I thought I did, too,” the Contessa answered sourly, “but the more I tried to rest, to settle down, the more I found I was upset and couldn’t handle the fact… that I didn’t have your nice, perky tits to comfort me, to suckle, to console me in my dark nights.”

“What is your obsession with my boobs?” Rarity asked, rolling her eyes.

“They’re big, jiggly, and as our previous encounters show, they make perfect canisters for warm, succulent breast milk,” the Contessa answered with a smile. “But more than that, much more than that… I found myself disturbed by questions of my legacy. I was unwilling to simple let the legend of the Contessa fade and burn away. No, no. Even if I passed, the busty legend of the Contessa will live on… and you, Rarity, are one of the few people endowed enough to be worthy of the title. You will be my successor, and ensure the tit-ular fear of the Contessa is passed on to a new generation!”

Rarity went slack-jawed. “You’re kidding.”

“I rarely kid,” the Contessa said.

“How did you get Sunset and what’s-her-name over here to help you?” Rarity asked, glancing at Sunset and hoping to stall whatever the Contessa’s plan was for a bit longer.

“Ah, it was easy. After I got out, I discovered Adagio Dazzle as some like-minded company … and with a little research and practice, not to mention a generous helping of my milk, Adagio was able to infect Sunset and give her the same lust that only Adagio could satisfy for her. Isn’t that right, Sunset?”

Sunset giggled. “That’s right, Mistress Contessa! I love Adagio’s bouncy boobies…”

“Oh, you should have seen it. It was a thing of beauty, the way Adagio worked her magic and brought Sunset down on her knees. But enough of that.” The Contessa clapped her hands. Rarity’s worry went into overdrive; the Contessa was not going to let Rarity stall or distract her for long. “Now it’s time to bring you back into the fold, Rapture.”

Rapture. The name Rarity had briefly used when the Contessa took over her mind last time.

“And just how do you plan to do that?” Rarity asked. “In case you haven’t noticed, I’m not exactly a willing participant of your little scheme here… the only reason I haven’t used my powers to break out is because I wanted to know what your plan was.” Rarity clenched her fists, and a purple projection of a shovel formed in the air. An odd choice, to be sure, but she was struggling to think of anything else at the moment.

“Ah, that’s easy. Or did you forget everything the CD taught you?” The Contessa said, unfazed by the shovel. “You’re going to sit back and let me do all of this, because you are going to be a good bimbo… isn’t that right… Rarititties?”

The trigger command implanted in Rarity last night activated. Rarity gasped loudly, coming to an orgasm instantly, her slit leaking out fluid which soaked the jeans she was wearing, ruining yet another article of her clothing. Her focus disrupted, the shovel disappeared.

“See?” The Contessa asked, walking up to Rarity while unzipping her leather top. “Doesn’t it feel so much easier to be a good bimbo and submit?”

“I am not a bimbo!” Rarity insisted, particularly offended since she did sometimes wear loose-fitting clothing. But that didn’t make her a bimbo, or anything else, for that matter.

“Not yet,” the Contessa said with a smirk. She unzipped entirely and forced her stiff nipple into Rarity’s mouth, shooting squirts of milk inside. Rarity had no choice but to swallow, even while some of the milk leaked down her chin. There was too much of it; it was either swallow or choke.

“Actually…” The Contessa tapped her chin. “You know what I absolutely haven’t done enough of?” The Contessa popped her breast out of Rarity. Rarity gasped, panting, already able to feel the milk rushing to fill up her boobs, and all the other effects that came with drinking the Contess’s lactate. “The last few times we tangled, I had… disappointingly few opportunities to do this before being interrupted. Set her down on her knees, girls.”

“You bet’cha,” Sunset said as she and Adagio forced Rarity down.

“What?” Rarity asked. There was only one place this could be going, and she didn’t like it one bit.

The Contessa pulled on another zipper, this exposing her vagina. As Rarity feared was the case, the Contessa pressed it up to Rarity’s lips, picking up one leg and wrapped it around Rarity’s shoulder.

Rarity was bothered for more reasons than one when the Contessa cummed instantly, shooting a load of her love juice into Rarity’s throat. It was just as sweet and creamy as the Contessa’s milk, if maybe a bit thinner. Rarity briefly wondered how the Contessa could make her body orgasm on command like that before the drugs in the Contessa’s bodily fluids took over.

The Contessa parted, giving Rarity room to drool, adding a third addition to the streaks of milk and cum streaking down her mouth.

“So good …” Rarity moaned. “So good.”

“Yes. It is very good, isn’t it, Rarity? You love it. You love it so much, you love it to bits. You love to suck for cum. You love to swallow milk. Because that is what a good little bimbo does - they suck, and then they swallow.”

“I’m … a good bimbo,” Rarity deliriously muttered. Hearing this escaped her lips offended her, and she came back to her senses a little. “What? No, I’m not! I am not a bimbo!”

“Sure you are,” the Contessa said. “You’re a good little bimbo who absolutely looooves to experience her own orgasm. You love boobs sooo much, especially your own, and each time you orgasm, you love them more and more. But that's not all. Every time you orgasm, you’re going to get a little hornier, and a little ditizer, until eventually you can’t think about anything other than sex. Right, Rarititties?”

Rarity yelped as she made to cum again, helpless to stop her orgasm or her slit from spilling out.

“Oh, and don’t think your friends will be of any help to you on this one. This time, I made sure to account for all the possibilities,” the Contessa gloated. “I’m afraid they’ve already been hypnotized, and when you go to see them, they’ll call you Rarititties, just the same as I am.”

“No … no they wouldn’t …” Rarity panted, an equal mixture of drool, milk, and cum still on her chin. “They’re my friends… they wouldn’t do that …”

“Why don’t you go home and see for yourself?” The Contessa asked. “Oh, last thing before I forget. At some point, you’re going to see Sunset Shimmer walking down the corner of Fourth Street. She'll wave at you, then, you’re not going to be sure why, but you’re going to be compelled to follow her. There, you’ll start on the next phase of your transformation. Well, I’m afraid I’ve used up all the available time I have for this encounter. Making sure that absolutely nothing and no one can mess up your supervillain plan is complex, time-consuming work that involves taking care of a lot of things at once. But don’t worry. I’ll see you again real soon, and then I can cum into your pretty little mouth as much you like … Rarititties.”

“Ooh!” more drool spat from Rarity’s mouth. Adagio and Sunset let go of her, and Rarity doubled over, kneeling on her knees and elbows as her slit continued to pump. Adagio, Sunset, and the Contessa walked past her out the door, turning the light off and leaving her there in total darkness, all alone to try to deal with the consequences of her multiple orgasms.

“Ooh …” Rarity groaned, her arms and legs losing their ability to stand, letting her fall further, lying on her stomach with her face to the floor.

"I have to ... I have to tell the others," Rarity groaned, crawling to the door and holding on to it for support. She felt like if she twitched wrong, she'd be sent sprawling into another orgasm. "Girls? ... Girls!"

Rarity managed to make her way back to the house, gaining back some strength on her way. She pushed the door open and went inside.

"Girls!" Rarity called out, getting to the girls in the kitchen. They glanced at her, acknowledged her, then went back to what they were doing. "Girls, we have a problem! The Contessa's back!" Rarity slammed her hands on the tables.

Twilight and Pinkie exchanged glances looked at her.

"Who?"

"The ... the Contessa?" Rarity said. "The Contessa! With the hair bun? The mask? Gigantic boobs?" Rarity waved her hands in front of her chest, and without realizing, her hands went to fondle her chest. "She almost beat us as the Power Ponies twice now? We thought she'd turn over to a new leaf, but now she's back!" Rarity paused, noticed what her hands were doing and jerked the away.

Twilight shook her head. "I'm sorry, Rarititties, I don't remember who you're talking about."

"Ooh!" Rarity's eye rolled up and she gripped the table for support as another splash of fluid gushed from her slit. Her heart sank as the realization the Contessa had gotten to them. "Girls!"

"What?" Rainbow Dash asked.

"You - you're under her spell! You called me Rarititties!" Rarity winced, snapping one eye shut when her slit leaked more.

"Did we call her Rarititties?" Rainbow Dash asked. "I don't remember calling her Rarititties."

"I don't remember calling her that, either," Twilight said, "I said her name. Rarititties."

"Oooh!" Rarity blushed and moaned, her little white dress getting soaked with her cum. It was going to be absolutely ruined. "Girls! Stop! Don't you see what you're doing to me? What the Contessa's post-hypnotic trigger is doing?"

The girls looked at her. "No."

"No!? Can't you even - can't you smell it?" Rarity asked, waving her hand around her thighs.

The girls shook their heads, Twilight and Dash shrugging.

"Sorry," Twilight said. She rubbed her scalp. "We all woke up with really bad headaches today. Maybe if you wait a while and come back later, we'll feel better and remember what you're talking about."

Rarity's jaw dropped, and her heart sank even further. The Contessa had really gotten to them. She had put them under a complete post-trance where any thoughts of boobs or sex didn't enter their brains, and their memory of the Contessa was completely wiped. To them, 'Rarititties' sound no different than 'Rarity,' and they could neither see nor smell the copious amount of cum on Rarity's person.

"Haa ..." Rarity moaned, heaving a deep breath. She crossed her arms across her chest, moaning and fluttering her eyes, looking up dreamily at the ceiling. Her heart was pounding, and she felt empty inside, empty and cold. She was tired of the fluids going out - now she wanted them to go in. She was horny, just as the Contessa instructed.

Rarity didn't care. She didn't care she was doing exactly as the villain wanted her to. She needed to do something. "Spike." Spike was the one she wanted to see now. "Spike!" Rarity roared.

Spike rushed into the room, beaming and eager. He addressed Rarity with a salute. "Yes, my lady?"

"My room, now," Rarity snapped, storming off. Spike looked to Twilight, who was still more engrossed in her newspaper, then nervously followed Rarity.

"So, uh, what are we doing in here, Rarititties?" Spike asked.

Rarity tried to ignore the fresh wave of fluid this brought. Drat. So the Contessa's gotten to him, too. Now that it matters now, of course, does it? It's already too late anyway, isn't it?

"I need something from you, Spike," Rarity said, "something I don't trust the girls to give me. I need you to cum inside me."

"What?" Spike blushed. He tugged at his collar. "Oh, well, uh, Rarity, you know I have a crush on you, and I'm flattered, but don't you think we're moving a little fast?"

Rarity got down on her knees. She pulled down her dress, revealing her large breasts nestled comfortably in her bra. The sight of them removed Spike's sense of trepidation.

"Okay." Spike blushed.

Rarity undid Spike's pants for him, unzipping them and pulling them down along with his briefs. Rarity gently, sensually moved up and brought his shaft into her cleavage, rubbing her large, soft boobs onto it. Spike inhaled sharply and thrust forward, rubbing back, his tool quick to firm up, the veins on it bulging.

Rarity puffed some hot breath on the engorged tip before bringing her mouth down on Spike's shaft. She sucked hard, drawing her suck as one smooth motion. She pumped his shaft several times, raising up to bounce his shaft on her boobs, hoping to get him to cum faster. Her efforts rewarded her with success, as Spike's shaft throbbed and blew a wad of seed into her mouth.

Rarity swallowed and pulled away, moaning and delirious. She sat there, savoring the lingering taste of Spike's seed. "Ooh..."

"Uh ..." Spike stuttered, unsure what to do. It had been awhile since he had sex, and something about Rarity seemed off. "I'm... gonna go clean myself off before Twilight finds out about this."

"Mmm ..." Rarity moaned. She got herself up and pulled out a drawer, taking out a dress to change into so she could throw her soaked white one away. She found a blue evening dress and changed into it.

Rarity sighed and walked over to the window. "Now what? Hmm?"

Rarity saw Sunset Shimmer walking on the sidewalk. Sunset noticed her, stopped, and smiled, giving Rarity a wave.

"Hi," Rarity waved uncertainly back. Sunset continued on her way. Rarity stiffened up. "You know... I don't know why, but I have the strangest compunction that I feel I should go and follow her..."

So, Rarity left the house. None of the girls in the house seemed to notice or care if they did. Rarity reminded herself not to blame them too much. They're under the spell, she reminded herself, I need to do something for them. I have to figure out how to cure them... later. Following Sunset comes first.

Rarity followed Sunset around a corner. Then, catching a glimpse of Sunset's red hair from behind, followed her around corner... then another, and another, until Rarity was on the far side of the town, far and away from the house she shared with her friends.

She arrived at what appeared to be an abandoned church. A large, grey building, with a tall spire rising up from it, and an old clock with roman numerals marking the time. It appeared dilapidated, disused.

"Huh." Rarity said. Curious, she went up the steps and went inside. Sunset wouldn't have gone all the way here if there wasn't something, right?

"Hello?" Rarity called, the door creaking as she opened it. Both her voice and the door echoed inside the empty hall. She stepped onto the tattered red carpet.

There was a woman standing at the crumbs of what Rarity guessed to be an altar, dressed appropriately for a church that was still in use, not one that was abandoned and empty, a Victorian-looking puffy white dress with white lace. She turned around at the sound of Rarity's voice.

"Oh!" the woman exclaimed. "You're here already? We were told you would be coming to us." The woman walked up to Rarity.

"Told?" Rarity asked. "Told by whom?"

"Oh, just a mutual acquaintance," the woman said. "What's your name again?"

"Rarity." Rarity answered. She felt her teeth clench and bit her lips as she resisted the impulse to add the 'itties' to her title.

"Rarity," the woman nodded. "That's a pretty name."

"I rather think so, though I've met someone recently who feel it could be improved upon..." Rarity muttered, crossing her arms. "What about you? What's your name?"

The woman smiled. "Adagio Dazzle. I run this establishment. Here," Adagio hooked an arm around Rarity's shoulders, "why don't I introduce to the girls?"

"Girls?"

"My girls. Aria Blaze and Sonata Dusk." Adagio said. "I'm sure they'll be delighted to meet you. Aria! Sonata!" Adagio called. "We have company! Come out now. You don't want to be rude to our guest, do you?"

"No, mom," someone called back in a tone which was clearly sarcastic in regards to their familial relation.

"I'm not actually their mother," Adagio said. "Don't let them tell you otherwise. Even if Sonata gets confused sometimes and thinks I am."

"They sound charming," Rarity said with a smile.

"Oh, you have no idea..." Adagio purred, giving a mischievous smile back.

In their rooms, Sonata and Aria were busy putting on makeup and eye shadow.

"Let me just make sure they're ready for you," they heard Adagio say outside the door. Adagio opened said door without knocking.

"Psst," Adagio hissed at them, "let the Contessa know her package has arrived, and in good condition, no less."

"Adagio? Is everything alright?" Rarity asked. "You sound tense."

"Just fine!" Adagio shouted back, switching between her harsh whisper and sweet motherly voice with ease. She refocused on them. "Remember, if this works, we'll have everything we could ever want. The entire city under our control. So don't screw this up, got it?"

"Yes, ma'am!" Aria and Sonata saluted.

"Be nice to Rarity." Adagio told them. "She's still not fully transformed, but even if she was, we want to encourage her to side with us, not against us. So Aria, hold back on the sarcasm until you've ingratiated yourself to her, understand?"

"Fine," Aria said grumpily.

"Sonata, I know this is hard for you, but don't ask any stupid questions."

"Stupid questions like what?" Sonata asked.

Adagio rolled her eyes and retreated out the door. She snapped it shut, and turn to Rarity.

"They're ready," Adagio said sweetly to Rarity. "Shall we go in to meet them?"

"Indeed we shall," Rarity replied. Adagio was so polite and mild-mannered. You know, Rarity thought, I'm beginning to think I could grow to like it here...

"And here there are." Adagio opened the door. "Sonata, Aria, would you care to meet our new guest?"

"Hey." Aria waved at Rarity.

"Ooh." Sonata leaned over, gazing lustfully at Rarity's chest. "You have really nice-"

"Not yet," Aria whispered under her breath, smacking Sonata on the back of the head.

"Are they always like that?" Rarity asked.

"Oh, yes, but it's in good clean fun, ha ha!" Adagio brushed off Rarity's concerns with a laugh. "Isn't it, girls?"

"Oh, yeah. Aria and I are having fun all the time!" Sonata smiled. "Wait, is that what we're doing?"

"Never mind that." Aria walked up to Rarity and grabbed the bottom of Rarity's dress. "Your wardrobe is looking particularly drab today, darling."

"I picked this out myself," Rarity muttered dejectedly.

"Well, tell yourself to get a better sense of fashion. A woman so lovely and gorgeous shouldn't be stuck in outfits so plain," Aria said.

"I suppose when you put it that way..."

"Come here." Rarity was startled when Aria grabbed her by the shoulder. "Let's get you into something new and better. Come on, Sonata!" Sonata dutifully followed Aria out of the room and into an adjacent closet, where Rarity's heart jumped with delight at the sight of a number of dresses hanging off a clothes rack.

Aria flipped through them, shoving dresses that failed to meet her standards aside. "Ah, here we go. This would be a good look for you." She held up a silvery latex dress.

"Gee," Rarity was concerned by the shortness of the dress. "I'm not sure that's really the outfit for me."

"What are you talking about? Come on, it'll look great on you. Here, see?" Aria, without Rarity's permission, pulled up on Rarity's dress, somehow managing to pull it off her in one fell swoop, which reminded Rarity of a magician tearing a tablecloth off without disrupting the cups on it. Rarity was embarrassed during the brief moment her bra and underwear were visible.

"Ooh ... they look even better bare," Sonata said, staring glassily at Rarity's cleavage.

"Shut up, Sonata, you're making her uncomfortable." Aria proceeded to wrestle Rarity into the dress, tugging and pulling until it went over the places it was supposed to. "Get over there, you ... there we go, much better. Why don't you take a look?" Aria moved away from Rarity.

Rarity observed herself in the mirror. The dress had a teardrop cut out for her cleavage, which the dress propped up and emphasized, along with the rest of her curves around her waist and hips. It had a, in Rarity's opinion, too short skirt which barely went past her thighs, and exposed back. She couldn't deny the sparkling silver in the latex was pretty, but she wasn't sure it was the best look for it. It was too skimpy. Why, it almost made her look like a prostitute, she dare day.

"It's a very pretty dress ... but I'm concerned by how much skin it's showing." Rarity said, turning around in the mirror to see her bare back.

"Nonsense. You look great in it." Aria pulled in close to Rarity's ear, close enough to kiss it. "Wouldn't it be so easy to seduce a guy while wearing this skimpy, pretty dress ... Rarititties?"

A moan parted Rarity's lips as her command word made her pour clear fluid from her underwear. The orgasm relaxed her and made her forgot her worries, and she looked at her reflection in the mirror with a smile. "You know, on second thought, this does look good on me... really flatters my figure ... and I bet I could get almost any guy I wanted to follow me with this dress ..." Rarity stood and posed for the mirror, admiring herself from different angles and giggling.

"That's it." Aria said, she and Sonata sneaking away to the door. "You just keep telling yourself that, Rarititties. Sonata and I have to go talk with our employer, but we'll be right back, okay?"

"Okay!" Rarity moaned, a dazed smile on her face as she climaxed a second time, verging on pain. She stared at her lustful and panting face in the mirror, barely noticing saliva was dripping from her tongue."Ooh ..."

A few minutes after Aria and Sonata disappeared in the doorway, Adagio appeared. She leaned against the door, watching Rarity pose. "So, Rarity, enjoying yourself so far?"

"Oh, yes. Very much."

"Good." Adagio nodded. "I can't wait to make you a permanent part of the family."

Aria and Sonata slipped out from the building and slipped away in the dark of night. They went to a house on the edge of the town, going straight in without a knock.

“Contessa!” Aria called. “Contessa!”

“In here, darlings.”

Aria and Sonata went to the back of the house, where a menagerie of scientific equipment was set up.

“What do you need, dears?” the Contessa asked, turning to them.

“Your, heh, ‘package’ arrived,” Aria chuckled.

“Excellent, excellent, wonderful, just wonderful, darlings!” the Contessa clapped. “Sunset!”

Sunset zipped to the Contessa’s side. “Yes, mistress?”

“Is our little project ready?”

“Yes, mistress, it is!” Sunset proudly held up a potted plant, full of vines with several tiny leafs on them, some kind of ivy.

“Good job, girls. Remind me to reward you later.” The Contessa took the pot from them while they giggled at the prospect of a reward from the Contessa.

“Take this.” The Contessa put the plant in Sonata’s hands. “Bring it to Rarity. Make sure she drinks from it and waters it plenty.”

“How do you drink from a plant?” Sonata asked, holding the pot up curiously.

“Do you even hear yourself? People drink cactus juice all the time.” Aria said.

“Ah!” The Contessa put a hand over the plant as Sonata was bringing it up to her nose. “You don’t want to do that, dear. Get too close to it, and the plant will … activate.”

“Activate?” Aria asked. “What does that mean?”

“Adagio will tell you.” The Contessa waved a hand to dismiss them. “I’ve discussed all the details of the plan with her. And if she’s feeling a little tight-lipped for whatever reason, just bring it to Rarity. You’ll see what I mean then. Now, if you’ll excuse me, dears, I have to make a trip to a certain sidekick...” The Contessa affectionately rubbed Adagio and Sunset’s cheeks before taking off her mask and hanging it on the coat rack as she walked out the door.

Spike loitered around in Rarity’s room, wondering what had gotten into her - and him.

“I shouldn’t have done that,” Spike muttered. “She was clearly upset. I should’ve, I don’t know, I should’ve pushed harder. Made her talk about it.”

Twilight entered the room with a phone. “Got a phone call for you, Spike. Apparently someone needs Humdrum’s help.”

“Humdrum?” Spike asked. “Aren’t one of the Power Ponies a better choice?”

“You might think say so, but the person on the phone says it has to be you. And can you blame them? Humdrum did save us all from the Mane-iac and the Contessa,” Twilight reminded her.

“Yeah. Yeah, you’re right.”

“Go on,” Twilight ushered Spike out the door. “You got this. I trust you, Spike.” Twilight kissed chastely on the forehead and waved him off.

Following the directions Twilight put to a note for him, Humdrum arrived a storage building with the door unlocked. He entered. The lights were dimmed, except for a spotlight which shone down on a woman walking on the sidewalk, wearing a beige coat and dark-brown skirt, with black hair and an earring, tied to a chair.

“Oh! I knew you’d come, Humdrum,” the woman said.

Humdrum saluted. “The Power Ponies are here to help, ma’am. I’ll get you out of here in a jiffy.”

“As long as you’re here, would you mind picking up my earrings while you rescue me? They fell off when that supervillain dragged me to this chair.”

“Sure, sure, no problem,” Humdrum picked the earrings off the floor. They felt uncomfortably wet and oily, but Spike ignored. It wasn’t his place to judge what this woman did with her earrings.

“Who tied you up anyway, if you don’t mind me asking?” Humdrum asked as he undid the ropes.

“I don’t know. It was one of those crazy supervillains, she was wearing a mask, I think. High Heel, maybe.”

“Ah, High Heel. Of course, tying up random women fits in with her shoe theme … but why?”

“I don’t know,” the woman shrugged as she stood up.

“We’ll get to the bottom of this. In the meantime, I believe these belongs to you, miss?” Spike offered the woman her earring.

“Oh! My hero.” The woman took the earrings, give it a kiss, and affixed them to her ears. Then she gave Humdrum a kiss on the cheek. “Thank you. I don’t know what I would have done without you.”

“It’s nothing, ma’am.” Humdrum chuckled, puffing his chest out. “Just doing my superhero job.” Spike laughed again and turned to move away.

“Oh, but you can’t leave.” The woman grabbed Humdrum by the arm. “I have to thank you for this somehow. How about a nice little reward for your trouble?”

“Ma’am, I’m flattered, but your thanks is reward enough.” Humdrum held his hand out. “Really.”

“Ooh,” the woman cooed, disappointed. “Are you sure? You’re so handsome…” the woman pulled Spike to her and ground their hips together. “What’s a little bit of fooling around between two adults, hmm?”

“Ma’am, I…” Spike stammered. This was beginning to feel familiar to him, but he couldn’t place a finger on why, and he was feeling dizzy. He was stunned silent when he looked down and saw the woman’s coat had come undone, and she wasn’t wearing a shirt underneath, just a navy-blue, lacy bra. A light glowed from inside, catching Spike’s attention. “I… uh… what?”

“Oh, do you like that?” the woman asked. She tugged at her bra, exposing her nipple, which was glowing. “It’s my specialty,” she purred. “Are you feeling good, Spikey? Please, let me make you feel good. Don’t you want to feel good?”She hammered the point home by bringing her hand around his genitals, gently stroking him with her fingers.

“Yes,” Spike answered at last, squinting.

The woman got to her knees. She unbuckled Spike’s pants, and drummed her fingers along his pulsing shaft. With an unnerving, almost hungry glee, she took Spike’s tool into her mouth and brought it way deep inside, all the way to her throat. Spike moaned as she pumped him, his erection throbbing against her throat.

Why does this all feel … so familiar? Spike thought in between observing this woman had thick, dark red lips which were perfect for sensual, deep-throat sucking. Why can’t I think straight? Maybe I should have questioned those rings more... “Oh, I lied,” the woman said between sucks. “I do know which villain tied me up. It was the Contessa. AKA … me.”

“The Contessa!” Spike blurted out, the suppressed memories coming flooding back him. Why couldn’t he remember it sooner? Ah, she had done something to him, he was sure. But it was too late; his shaft bulged once and shot a sticky lump of gooey stuff down into the Contessa’s throat. The Contessa had a number of ways to bring her victims under her thrall, and making them cum into her was one of the fastest and most effective.

“Ooh…” Spike moaned, closing his eyes. Spike wondered, how whacked out she had to be in the head that something as lowly and messy as oral sex was little more than a chore to her.

“Ah.” The Contessa sighed, pulling away from him, a string of goo still tying her lips with his shaft. She sucked it right up. “There’s nothing quite like the thrill I get when I make a man cum inside my throat… it shows that, despite any misguided notions to the contrary, I am still the superior being… even when I’m on knees, swallowing their muck.” The Contessa hissed with delight, taking a finger and wiping it across her lips, just in case they were any drops she hadn’t already cleaned off. “Those laced doughnuts worked better than even I could have predicted, and so did the heppel oil on those rings. Now, Spike, are you ready to be a good boy and follow me?”

“Yes, mistress,” Spike droned.

“Good.” The Contessa grinned and turned around, beckoning Spike with a finger. “ This way. I have an extra special surprise planned for you.”

“Rarity!” Aria called.

“In here.”

Aria and Sonata entered the makeup room, where Adagio was sitting next to Rarity, helping her apply makeup, including some deep, dark blue eye shadow for those fluttering eyelids and equally dark lipstick to make pouty, longing lips.

“We have a gift for you,” Aria said.

“A gift?” Rarity put the lipstick down. “What could it be?”

“Ah. Yes. I was wondering when that would get here…” Adagio observed, stroking her chin. Aria got a bit resentful as it seemed the Contessa told Adagio more than she told her, but carried on her mission.

“It’s a plant!” Aria put the pot into Rarity’s hands.

“A plant?” Rarity asked. “What use would I have for a plant? I mean, it’s a lovely gift, don’t get me wrong, and I’m sure it was very heartfelt, but I just don’t see what I can do with a plant.”

“Just wait.” Adagio applied some nail polish to herself. “You’ll see?”

“Huh?” Rarity asked. She eyed the plant and saw, at the end of the vine, what seemed to be a little… tiny… slit. “What?”

The plant whirred to life, springing into action. It raised up the vine, reared back, and before Rarity could do anything about it, shot forward into Rarity’s mouth, getting her lips to envelope it.

“Mmmh!” Rarity moaned as the vine tendril instantly shot a load of ooey, gooey cum for her developing bimbo taste buds to enjoy.

“There.” Adagio said as she finished painting her nail. “Isn’t that just wonderful, Rarititties?”

“It is!” Rarity moaned, her enjoyment of the plant’s addictive seed only enhanced by being made to orgasm.

“Why don’t you spray a little milk on it, see what happens?” Adagio suggested.

Rarity eagerly got out her tit and squeezed her nipple, spritzing the ivy with milk. The plant gurgled before swelling in size,

“Isn’t it good practice, though? Just think, wait a little while longer, and soon you’ll be up to your knees in handsome young man with bulging rods looking to shoot their massive loads into your pretty little mouth. You won’t have to settle for this synthetic stuff.”

“Sounds nice,” Rarity airily agreed before the flaccid tentacle perking up and moving back inside Rarity’s mouth, forming a huge bulge in its tubing which came out from the earlier slit in the form of a nice, large, delicious load even thicker than the last for Rarity to swallow. “Mmm!” she moaned, a little bit of its unusually grayish colored spooge leaking out from her mouth and down her chin.

“You, uh, got a little something on your chin there,” Adagio said as if this were a regular dinner conversation. Because soon, for Rarity, this was going to become a regular dinner.

In the Maretopolis Supermax Prison, the Mane-iac, hair tied in padlocks, was surprised when two guards opened the door to her cell.

“Come on, let’s go,” the guard said.

“Go where?” the Mane-iac asked as they slapped cuffs on her for protection, just in case.

“Solitary. Your transfer request was approved this morning.”

“I didn’t put in a transfer request…”

“Well, someone did, and it got approved. Let’s go,” the guard slapped Mane-iac on the back and took her out of the cell, walking her down into the solitary confinement area.

They pushed her into her new cell, then set her down on the bed, taking off her cuffs.

“Before we go, we have something for you,” the other guard produced a fern-looking plant in a pot and placed it in the Mane-iac’s hands.

“A potted plant?” the Mane-iac asked. “Doesn’t that violate the rules of solitary confinement? How do you know I won’t smash the pot and use the shards to pick the lock, or bonk a guard over the head with it?”

“Oh, I don’t think that’ll be a problem,” the guard said ominously.

The plant sprung to life, It shot a vine out and coiled around the Mane-iac’s neck, then slipped another vine past her lips, which bulged up before shooting its load inside. The Mane-iac moaned, her eyes getting droopy, and fell onto her side on the bed, holding the plant’s pot preciously in her hands. The vine fired again, and fluid began to leak down the Mane-iac’s chin.

The guards left the room, locking the door. They walked back through the cells and stopped by one that was deep inside the complex, far away from prying eyes. They unpicked the lock and went.

In the cell was a heart-shaped pad, with unlit candles around it. Centered on the pad was a photo of the Contessa, hanging upside and smiling, her suit partially unzipped, exposing her huge boobs inside a pink bra.

One guard approached the altar, and got down on his knees. “Did we do good, Mistress? Ah…” he sighed and moaned. He got up, taking out a tissue, then unzipped his pants. “I can’t wait anymore.” He wrapped his the tissue around his shaft and began to stroke.

“Careful,” the other guard said, “if you ruin that picture, it’s the only we have of her.”

The first guard didn’t seem to hear his partner, continuing to rub, his equipment beginning to leak. He wanted to cum onto the Contessa’s tits so badly …

“Aah.”

“Oh, you pour sweethearts,” the Contessa said as she walked by their cell, strutting about like she owned the place - as far as these two were concerned, she did. “If you only could have waited a few more minutes, you could have cummed onto the real thing… but now you’re spent, aren’t you? Maybe I should license out my image to a blow-up doll company … I’d make a fortune,” she stroked her chin as she contemplated the idea. “But enough of that. How is our little project going?”

“She’s right where you want her to be, Mistress,” the guard pointed down the hall.

“Good.”

“Mistress? Before you go, could my partner and I have a little reward?”

“Yes, yes, of course!” The Contessa waved her hand. “Not just yet, though. I have something special in mind for you two. We’ll go to it as soon as I’ve finished my visit. Be patient for me, please?” she fluttered her lashes at them.

“Okay …” the guard resignedly answered.

“Good boy. I promise, your patience will be rewarded.” The Contessa took the guard’s key from him and went down the hall, unlocking and entering the room with the Mane-iac.

“Hello again, dear,” the Contessa took a sit on the bed, the Mane-iac’s just barely able to follow her. “I’m terribly sorry about all this,” the Contessa took a finger and wiped off the goo from the Mane-iac’s chin, then the Contessa popped the finger into her mouth. “Mmm… but I couldn’t have you getting out again and mucking up my plans a second time. You understand, don’t you?” The Contessa stood up. “I hope you like my gift. The plant, that is. After all…”

The Contessa walked to the door. “You’re going to be spending a lot of time with it. Ha ha ha!” The Contessa laughed evilly and walked out, closing the door just as the plant pumped another load into the Mane-iac, making the Mane-iac’s fingers tense up shortly before orgasming, a huge stain appearing on her purple pantyhose. The Mane-iac’s eyes closed, drifting off into sleep, Even while she slept, the tentacle kept pumping her stomach full of its seed, meaning that when the Mane-iac woke up, she would be so deep into the spell that she would probably never come out of it again.

“Rarity?” The Contessa asked with a smile, returning to the church. “Rarity? Aria, where is my boob slave?”

“Working on her makeup,” Aria answered. “Why?”

“I have a surprise for her …” The Contessa tapped her fingers, grinning.

Aria looked over the Contessa’s shoulder. “Oh. I see. This should be good. I’ll go get her.”

Aria left and returned guiding Rarity by the hand, whose eyes were unfocused and feet were struggling to balance with her pointed heels.

“Hee hee …” Rarity giggled. “Oh, nice big boobies …” she cocked her head at the Contessa’s chest.

“Yes, aren’t they nice?” The Contessa, never one to miss a chance to show off, unzipped and juggled her breast around for Rarity’s viewing pleasure. “Yes … stare into it, Rarity. Let it consume your thoughts …” Rarity nodded eagerly. “But I want you to think about something else right now.” The Contessa zipped up.

“Hey, how come you’re not using your trigger word for her?” Aria asked.

“Because, dear, I don’t want her to tire out before the fun even gets started! Rarity, How long has it been since your last shot of cum?”

“Long enough,” Rarity answered.

“Good. Oh, Humdrum …” The Contessa cooed, and Spike staggered forward drunkenly, his head wobbling as much as Rarity’s.

“Yes, you two remember each other, don’t you? If not, that’s okay,” the Contessa said. “You’ll love being in each other just the same, ha hah!”

Rarity went up to Spike and reflexively got down on her knees, picking at Spike’s pants and unzipping them. Without waiting for a reply, she wrapped her thickened, glossy purple lips around Spike’s tool and sucked. She adjusted her head as the member grew in length, Spike’s arousal having faded since the Contessa’s turn with him, but now it returned. Rarity happily sucked it, lifting up only so she could rub her tits against the underside of it, squeezing them together and massaging Spike’s shaft with her boobs. She swallowed up the member up, taking it into her throat.

“Aah … aah … aah …” Spike moaned, his eyes widening when he was quickly brought to cum, pumping globs of thick goo into Rarititties’ mouth. He blinked several times and pulled away from Rarity, falling backwards, the Contessa catching him in her arms.

“Isn’t that nice, Spiky-Wikey?” The Contessa asked him. “So much better to just give in and worship our massive boobies and be a good boob slave, isn’t it, dear?”

“Yes …” Spike answered breathlessly. Rarititties licked at the sides of her mouth.

“Oh, but Rarity, you’re done yet.” The Contessa snapped her fingers, and the two guards from the prison stepped forward, their shafts bulging in their pants. Rarititties smiled while they undid their zippers, and they walked over and both of them put their bulging, erect tools into her mouth, whereupon a sex-crazed, cum-loving, big-boobed bimbo set to work to give them both the sucking of their life. Rarititties kneaded their sacs with her fingers while the Contessa handed Spike off to Aria, taking him to find a bed for him to rest.

Rarititties screamed and moaned, the shafts twitching furiously, shooting off their loads and washing her throat down with seed.

“Mmm …” Rarity pulled away, a string going down her chin. “So good …”

The Contessa waved her hand and dismissed the guards, Aria taking them as well.

“Now, Rarity …” The Contessa said. “You know good girls love cum. You know good girls swallow.”

“Yes!” Rarity moaned. “Yes, I do know!”

“Yes. But something you need learn about what good girls do …”

The Contessa wrapped her hand around Rarity’s skull.

“They’re not picky.”

The Contessa brought Rarity’s head up and put Rarity’s lips to her slit, Rarity helpless but to swallow as a gush of feminine fluids rushed out of the Contessa’s sideways hole. Rarity moaned and jerked, her shoulders slumping as she lapped up the Contessa’s sweet, delicious cum.

“Mmm …” Rarititties moaned when the Contessa let her go. “So good, so sweet … so relaxing …”

“Isn’t it?” The Contessa asked.

“Ooh,” Rarititties grumbled, wrapping her arms around her stomach. “I’m so warm and full … I want to cum myself now.”

“Well, I believe I can help you with that.” The Contessa unzipped again. “Remember these?”

“Oh, yes, I do!” Rarititties answered.

“Remember how good they made you feel at the bank?” The Contessa asked. “Back when you were still a Power Pony and not my good little boob bimbo?”

“Yes, yes!”

“Stare into them, Rarity,” the Contessa juggled her boobs up and down, “lose yourself in my cleavage. Let it consume your mind. Let it dominate all your thoughts and smother them in my milky mammaries …”

“Yes, yes …” Rarity blushed.

“Here,” the Contessa pulled out a photo, “try this.” She handed the photo to Rarity. It was a candid picture taken of the Contessa lying on a bed, her breasts totally exposed, nipple and all. “Look at that for a bit.”

The Contessa positioned herself behind Rarity and put hands on Rarity’s shoulder, massaging them.

“Ooh …” Rarity moaned. “Such big boobies!”

“Yes,” the Contessa hissed, “and you love big boobies, don’t you, Rarity?”

“Yes!” Rarity answered, her hand shooting towards her vagina. She moaned and drooled as she pleasured herself, unable to reign it in anymore. “I love big boobies! I want to suck them and kiss and squeeze them! And how do you get yours to so big, Mistress? So, very, very big!”

“That’s a secret,” the Contessa whispered, smiling as Rarity pleasured herself. Oh, sure, she could have made Rarity cum any second at instant, all she had to do was to say her magic phrase. But this way was better. This way involved working Rarity up. Making her submit, making her do it to herself, of her own volition, taking whatever action necessary to make herself cum out of sheer desperation and lust for the Contessa’s tits, so Rarity would advance her own self-destructive spiral into lustfulness, self love, and bimbodom.

“Ooh!” Rarity leaned her head back, splattering a huge mess of clean fluid onto the carpet, droplets flying out of her slit. Adagio was going to need to get that dry-cleaned.

“Good girl.” The Contessa let go, and Rarity fell over onto her side. “Now, I would love to stay and cum into your pretty little mouth all over again. Maybe some other areas, too. But I have somewhere to be. I’m so busy, you know, making sure every part of the plan goes perfectly. But I will leave you something to remember me by until I return.”

The Contessa kneeled, cupped Rarity’s cheek, and gave her a kiss on the lips and a squeeze on the boob, making a jet of milk shoot into the air and getting Rarity’s dress all wet. The Contessa then slid the candid photo in between Rarity’s cleavage, and headed out the door.

Sunset Shimmer stepped into the mayor’s office. She sized up the aid writing notes on the desk.

“Hello!” Sunset Shimmer waved at the aid.

“Hello,” the aid raised an eyebrow, “can I help you? Do you need to see the mayor?”

“No,” Sunset answered, though her airy tone caused the aid to be skeptical. “I just wanted to say hi and give you a little gift.”

“Give me a little gift …? This isn’t some door-to-door salesman thing, is it?”

“No, no!” Sunset assured her. She produced a potted plant. “I just wanted to give you something to light up your desk, since you do such good work.”

“Hmm,” the aid watched as Sunset put the plant on her desk. The aid ran her thumb over a leaf and bounced it up and down. “It’s certainly pretty, but I can’t accept this. Not while I’m on the clock.”

“Aww, are you sure?” Sunset asked, smiling cheerily.

“Yes, I’m sure. This could be considered a bribe to get into the mayor’s office, and that’s not acceptable,” the aid pushed the plant away from her.

“Are you sure you’re sure? Maybe you should try it first. Maybe you’ll change your mind…” Sunset teased.

“‘Try’ it? How do you try a plant?” the aid asked. The plant sprang into action, shooting a thin vine into the aid’s mouth. Before the aid could react, the vine bulged up and pumped a load of hypnotic seed into her mouth. “Mmm!” The aid moaned, her shoulders dropping. She closed her eyes to enjoy it, the vine shot another load, some of which spilled down the aid’s mouth.

The aid fell down onto her desk, eyes glazed, lightly sucking on the tentacle, which slowed down from its huge loads into a steady trickle.

“Sorry about that, dear,” Sunset said as the Contessa stepped in. “But you wouldn’t let me just walk in and let a known supervillain in here without a little … enticement, would you? Ho ho ho!” Sunset reached over and stroked the aid’s here while the Contessa went on.

The mayor was in her office, writing notes on her legislation in her desk.

The Contessa knocked on the door to be polite, then entered anyway without waiting for a response.

“Hello? I don’t recall schedule a meeting for today…” the mayor looked up. She shot back in he chair when she saw the Contessa standing in the doorway.

“Hello, miss mayor,” the Contessa purred, top unzipped, her melon-sized melons fully exposed, her thick, erect nipples glowing.

The mayor fumbled around her desk for the security button.

“Oh, I wouldn’t bother doing that,” the Contessa said. “You wouldn’t want me to just seduce all those handsome, burly guards as well, would you? Besides, I had Sunset cut the wire anyway.”

The mayor grimaced.

“Relax, dear,” the Contessa walked into the room. “Why don’t you take a good look and at my boobs? Bask in the warm glow of my nipples…”

“Uh…” the mayor stammered, her first instinct being to try resist, but her face was already fully lit and bathe in the pink light from the Contessa’s breasts.

“Stare. Stare at them and relax. Let yourself relax in the warm, comforting sight of my cleavage. Don’t they look just like fruit? Like big, juicy fruit that you just want to suck the juice out of?” one of her nipples dropped a bit of milk onto the desk.

“Yes,” the mayor answered. She pushed herself up from her chair and leaned over her desk, kissing the Contessa’s nipple and sucking on it. The Contessa curled her fingers around it and squeezed, spurting a gush of milk into the mayor. The mayor moaned and gulped, a lump going down her throat. She continued to suckle until the Contessa’s milk had its ultimate effect, making the mayor orgasm.

“Oh!” the mayor moaned, falling onto her desk, her mouth sliding off the Contessa’s nipple, clear liquid dripping out from her skirt.. While she was splayed on the table, the Contessa’s milk dropped onto the mayor’s hair, getting the mayor’s hair soaked.

“What …” the mayor whispered breathlessly. “What do you want?”

“The first thing I want you to do,” the Contessa answered, picking up a blank piece of paper, “is to write some new legislation.”

“To do what?” the mayor asked, taking the paper.

The Contessa smiled. “Making prostitution legal in the city of Maretropolis.”

Twilight looked around the house. "Hey," she went into the kitchen, "haven't any of you seen Spike or Rarititties? I can't find them anywhere."

The other girls shrugged.

"I did find a pair of headphones under my bed," Fluttershy produced a pair of noise-cancelling headphones.

"How did that end up there?" Dash asked.

"Uh, girls?" Pinkie called from the other room. "I think you're gonna wanna see this!"

"Pinkie, if this is another story about the polka-dotted dinosaur who lives in your wall..." Dash grumbled, though she went with the others to investigate. Pinkie was watching T.V, the news, showing a crowd of people gathered outside city hall. Some of them held up signs reading "Moral Guardians."

"What're you seeing here is a number of concerned parents and moral guardians standing outside the mayor's office, wanting a word with the mayor over her recent announcement that she will be making prostitution legal in the coming days," a newscaster reported. "The mayor's announcement came as a complete surprise, as she's shown no strong stance on the issue either way..."

"Girls," Twilight said, "do the rest of you find it as fishy as I do that the mayor is trying to legalize prostitution just as Rarity and Spike have gone missing? That can't be a coincidence. And on the same day we all wake up with headaches, and discover headphones under our beds we know we didn't put there?"

"I get what you're saying, Twilight, but... what's the connection?" Applejack asked. "It's not like Rarity's been working the street."

"Even if she acts like it sometimes," Dash remarked, earning a punch to the elbow from Fluttershy, whose unyielding glare furthered show her disapproval.

"I don't know. But we're going to find out. Everyone, spread out." Twilight said.

"Heh-heh. Spread out. 'Cause we're dealing with prostitutes?"

"Shut up, Rainbow Dash," Twilight ordered. Anyway, we're going to go hit up every brothel in town and see what shakes loose. Any one of them might shaking."

"Ooh, I love going to brothels!" Pinkie said. "They're so el-y and broth-y..."

"Pinkie... are you sure you've been to a brothel before?" Dash asked as they headed out the door.

"Oh, yeah, sure! That's the one where you give soup to poor people, right?"

Dash blinked. "Pinkie, that's a soup kitchen."

The Contessa sat on a reclined chair, martini in hand, watching the news about the moral outrage of her proposed legislation with amusement.

"Contessa!" Spike shouted, marching up to him. "You may have gotten the mayor, you may have gotten me and Radiance, but you still can't win! The Power Ponies will find you, and then they'll beat you again, just like they did the last two times you tried to pull this stunt."

"The Power Ponies will find me? Of course they will, I'm counting on it." The Contessa sipped her drink. "But how will they beat me? By siccing the Mane-iac on me? I don't think so, she's occupied. Last time, I was defeated by an attack of conscience. Hence, you'll notice, I've gone for a much smaller-scale operation. You're so confrontational, Spike. What's this sudden turn all about?"

The Contessa looked at him and saw the glare in his eyes. She laughed. "HA! I get it. How cute. You think you can resist being under my power with a liberal application of heroic resolve. You're adorable. But I'm afraid that's now how things work for you anymore, Spikey. Not when you're still under the influence of myself."

"Oh yeah?" Spike rolled up his sleeves.

"Yes. Close your eyes for me, Spike."

Despite his every intention to resist, Spike's eyelids shut, his body obeying the Contessa even if he didn't want to.

"What do you see?" The Contessa asked.

Spike didn't want to give the answer, but he couldn't stop it from leaving his lips. "... boobs."

"Whose boobs? This is important, Spike."

"Yours ... and Rarity's."

"And what are Rarity and I doing with our boobs?" The Contessa asked.

"You're ... fighting over me. Arguing over who gets to rub them on my-my"

"On your other head, yes," the Contessa said.

"You're wrestling each other. My ... thing is caught in the middle between one of your boobs and one of Rarity's."

"Yes, yes, because you're just so muscular and handsome, Spike, that we can't help fighting over you! We all want to be the one that gets the honor of smothering your ... thing with our boobies."

"Ahh ... ahh ..." Spike panted and moaned, the imaginary stimulation from the two busty women being as good as a real to him. He shamefully and protectively cupped his balls as crumpled onto his side and creamed his pants, writhing on the ground.

The Contessa sipped her drink, ignoring Spike's screams of pleasure. This was her at her finest, able to make a man cum without ever laying hands on him.

"Enjoy yourself, Spike." The Contessa strode over to him, her high-heeled boots thumping the floor. She leaned over and kissed him on the neck. "There's a lot more where that came from." She finished the martini and walked out of the room.

"Okay..." Twilight headed far south in the city, coming up at an abandoned church building. "According to my sources, this is one of the brothels in the city." Twilight looked up from her map and gave a shudder. Even though it was in disuse and crumbling, the building still had this unspoken sense of menace about it, of intimidation.

Standing on the steps were a goth chick and a girl dressed as a pop star.

"Hey." The goth swiveled the lollipop she was sucking from one side of her mouth to the other, than popped it out. "Could you use a little company, miss?" she stuck her tongue out and swept it across the side of the lollipop, the message crystal clear to Twilight.

"Uh, no thank you." Twilight nervously answered, holding her map to her chest as if hoping it would protect from this vixen's wicked ways.

"Suit yourself. Your loss." The goth stuck the lollipop back in.

"But, um, maybe you can help me with something. I'm looking for a friend of mine. I have reason to believe she'll be hanging out near a brothel.

"You hear that, Sonata?" the goth asked, glancing at her partner. "She's looking for her frieeend."

Twilight ignored her unfriendly attitude. "Have you seen her?"

"Maybe," the goth answered coyly. "Describe this friend to me."

"Her name's Rarititties. She has long purple hair, blue eyes, was probably wearing a lot of makeup..."

"Rarity, you say?" the goth said, Twilight unable to catch the discrepancy. "Tell me, is that the one with the amazing curves and the nice rack?"

Twilight winced a little. "I would prefer if you wouldn't describe her in quite those terms... but yes."

"I think I've seen her." the goth took her lollipop out of her mouth and went up the steps, dangling the stick between her fingers. "Come with me."

A shudder swept past Twilight's shoulders. Something was telling her this wasn't a good idea. But she wanted to know what happened to Rarity. Besides, Twilight told herself, I have superpowers. I'll be fine.

"Rarity!" Aria called. "There's someone here to see you..."

"Bring them in, darling!"

Aria led Twilight down a flight of stairs, and Twilight couldn't shake the feeling she had just agreed to go into a dungeon.

"Oh, why, hello darling!" Rarity greeted Twilight, a glimmer of recognition in her eye. As she turned to face Twilight, her boobs jiggled wildly inside her latex dress.

"Rarity?" Twilight asked. "What happened to you?"

"Oh, nothing, nothing. Here, I have a gift for you..." Rarity said.

"A gift? For me?"

"Grab her, girls."

Aria and Sonata grabbed Twilight by the arms.

"Hey!" Twilight struggled. "What's the big idea here, Rarity?"

"No big idea at all," Rarity said, heaving up her potted plant, its vines having grown monstrously thick and large. "I just wanted to share some of my lovely plant with you."

"Share? What does that mean-" Twilight's answer came in the form of a vine rising up and forcing itself inside her mouth. It swelled up and purged itself, pouring its seed-like substance into Twilight's mouth. Twilight moaned, knees going wobbly. The vine pumped load after load into her, and her breasts grew, swelling up from all the liquid inside her. Her shirt ripped, exposing her now generous cleavage.

"Guh." Twilight moaned and her neck went limp.

"What?" Rarity asked.

Aria tapped Twilight's cheeks. "I think she fell asleep."

She had, and while Twilight was asleep, she had a dream. A dream about a tall, handsome man in uniform, who was sweet and kind... and an engorged shaft, pulsing with cum just for her.

"Mm..." Twilight blinked her eyes open, the tentacle removing itself. "Rarity? I just had the strangest dream... first you were attacking me with a a plant, and then there was a..." Twilight blinked again. "It wasn't a dream! Well, part of it wasn't..."

The plant, sensing Twilight was not fully converted, went back in and gave her another load to swallow.

"Mmm!" Twilight's body went weak. Aria and Sonata could feel the tension fade from her arms, so they let her go and allowed her to drop to her knees.

"The Contessa sends her regards," Aria said, stomping over to Rarity's side. "Not that you remember you, thanks to a little careful espionage work by your old friend Sunset Shimmer. Now, Rarity..." Aria drew close and whispered into Rarity's ear. "Look at her. She's vulnerable. She needs something from you. And you know what that is, don't you?'

"Yes..."

"Yes. Doesn't it just feel so good to... dominate? And Twilight..." Aria said. "I don't think that name fits you anymore. I think we should call you something more like Titlight. It gives an increased emphasis on the most important parts of you."

"The most important of me is my smarts..." Twilight dizzily muttered.

"And you just love Rarititties, don't you?" Aria said.

"I love all of my friends equally ..." Twilight said before Rarititties pushed up her vagina to Twilight's mouth, pouring the cum from Aria's use of the command word into her. Twilight guzzled it down and pulled away. "Oooh ... Of course, then again ... I do love Rarititties. Who doesn't... love Rarititties?" As she spoke Rarititties' command, Rarititties slit continued to orgasm, spraying the newly named Titlight's mouth and new and improved rack with drops of a feminine, clear fluid.

"Ooh ..." Titlight moaned and fell onto her back, feeling Rarititties' fluids slide and slosh around her jiggly bits.

"That's a good girl," Aria said.

Rarititties giggled at seeing her friend laid low on the floor. The plant, sensing its services were stilled needed, stretched out and put its cum-spraying tentacle under Twilight's skirt, inserting itself into Twilight's vag and pumping her slit with its goo.

Rainbow Dash and the others regrouped at their home.

“We still haven’t found anything,” Dash grumbled. She looked around. “Hey, where’s Twilight? Don’t tell me she’s gone missing too!”

“I’ll call her,” Fluttershy got out her phone.

Brrring. Brring.

“What’s that?” The Contessa asked irritably.

Adagio reached into Twilight’s discarded clothing and pulled out Twilight’s phone. “Twilight’s cell phone. One of her friends is trying to call her. What do you want to do?”

“Give it here.” The Contessa demanded. Adagio put the phone in her palm. The Contessa removed the back casing.

“How is that going to help?” Adagio asked.

The Contessa unzipped and massaged her tit, squeezing and spraying milk onto the phone’s exposed circuits. It crackled and shorted out, sending up a thin wisp of smoke.

“Oh.” Adagio said. “That’s dangerous.”

“This way, they can’t use it to track us,” The Contessa said. “ I’ve been waiting so long for this My final victory. Twice now, I was so close, and twice now, because of unseen factors, or my own weakness, I was denied. I will not be denied a third time.”

The Contessa threw the smoking phone remnants to the ground and smashed them underfoot.

“Damn it,” Rainbow Dash said. “No answer…”

“Maybe she turned it off?” Fluttershy suggested, looking down at her phone.

“Why would she do that?” Dash asked. “No, no, something’s up, and we need to find out what.” Dash paced around. “What do we know so far? What’s happened? What’s changed recently?”

“Well, we know Rarity and Twilight have disappeared, and the mayor’s trying to legalize prostitution,” Pinkie recapped.

“Hey now…” Applejack said. “Something you said is making me think, Rainbow Dash. Didn’t all of this trouble start just after that cafe opened downtown?”

Rainbow, Pinkie and Fluttershy stared at Applejack in recognition.

“By gum, you’re right!” Rainbow pumped her fist. “Let’s start, or … restart, I guess, our investigation there. I say we go down there and give them a piece of our minds.”

“Yeah!” Pinkie and Applejack agreed enthusiastically.

“Oh, um, I don’t know how I feel about this,” Fluttershy said. “You know I’m not comfortable with violence.”

“Eh, you can patch them up after the rest out of us done. Come on, Power Ponies! Let’s move out,” Rainbow Dash marched out the door.

The team stormed into the cafeteria, where Sunset Shimmer was half-bent over on a counter, pressing her boobs into the hard surface, while Adagio Dazzle lovingly fed her bits of cake.

“Alright, you two, talk!” Dash demanded. “Where are Twilight and Rarity?”

“I see no reason why I should have to answer that,” Adagio said. “Especially after you barged in here so rudely.”

“Ah-ha! So you do know where they are?” Pinkie asked.

“Yes,” Adagio answered.

“Talk!” Dash repeated, grabbing Adagio by the shirt, much to Sunset’s dismay. “Before I beat the answer out of you.”

“I wouldn’t do that if I were you,” Adagio said. “The Contessa is likely to get very upset if I come back to her with bruises, and then you’ll never get your friend back.”

“The Contessa?” Dash asked. “That sounds familiar … agh,” She rubbed her head, getting a headache. “Why can’t I remember? What did you do?”

“I did my part,” Adagio said. “Here. If you have questions, why don’t you take it up with the boss-lady herself?”

Adagio produced a screen device and showed it to Rainbow Dash. Static flashed across the screen at first, before clearing up into the image of the Contessa, wearing her mask, but not her top, revealing her large breasts, making Dash blush.

“Hello, darlings!” The Contessa waved. “If you’re getting this recorded message, that means the first half of my plan is complete. If you want to know the second half, as well as have any chance of ever seeing your dear friend Rarititties ever again, you’ll have to come to the abandoned church on the far side of the south town. I’ll be waiting … and I can’t wait to see and squeeze and grope and kiss your lovely, juicy titties.” The Contessa winked and blew a kiss, and the screen went dark.

“I don’t think I like this feller …” Applejack said. Fluttershy shuddered at the display of the sexuality.

“And there you have it. You’ll have to come to old church,” Adagio said. “I can take you there, if you want, when you’re ready. But if you don’t mind, I’d let to get back to feeding my servant.” Adagio grabbed Dash’s wrist, pried off, and shoved a slice of cake into Sunset’s mouth.

Rainbow Dash glared at her. She looked at the girls. “Huddle.”

“What do we do? We can’t change into our Power Pony selves, or she’ll learn our secret identities,” Dash said.

“If you’re worried about dual identities, don’t bother,” Adagio said. “We already know, and we don’t care. It’s irrelevant to us.”

“Well.” Dash leered at Adagio, mad that she eavesdropped on them. “I guess that takes care of that.”

“So,” Adagio said while placing a cookie into Sunset’s mouth, “are you ready?”

Dash turned to Adagio, puffing out her chest and doing her best to look aggressive. “We’re ready.”

“Oh, look at you, so big and buff,” Adagio mocked. “Don’t bother to try and intimidate me, Dash. I’ve lived much longer and seen much more than you will in your entire lifetime.” She broke a cookie in half, stuck one half into Sunset’s mouth, and took a bite out of the other. “This way, ladies.” She walked out the restaurant door, swaying her hips, Sunset following behind her like a love-struck puppy.

“I don’t like this,” Applejack said.

“What choice do we have?” Fluttershy asked. “If we want Twilight and Rarity back … and we do them back, don’t we?”

“Yeah. They may both be kind of annoying sometimes, but they’re still our friends,,” Dash said. “Let’s go.”

The girls arrived at the brothel.

"Oh," Aria glanced at them from her chair, filing her nails. "You're here. To be honest, I wasn't expecting you to show."

"We'll always show up for our friends," Dash growled at her. "Where are they?"

"Through there," Aria pointed to a door. Dash and company went up to it and gasped.

"What is this?" Dash asked, disgusted.

Aria looked up. "Looks like a door to me."

"Not that. You know what I mean. I mean, what is this?" Dash waved her hand over the door. It was built like a vault door, wide and made of steel, and with a uniquely shaped lock with two spheres in and lines going through which resembled ... a bra. "What is this supposed to be?"

"It's a lock," Aria answered. "If you want to go through the door, you're gonna have to unlock it."

"Does that mean what I think it means?" Applejack asked.

"That depends on what you think it means," Aria answered unhelpfully.

"Um." Fluttershy raised her hand. "I'll do it. I'll take one for the team, and I don't mind the breeze."

"Thank you, Fluttershy. We'll try not to look." Dash, Applejack and Pinkie turned their heads away while Fluttershy pulled up her shirt and unhooked her bra. Ignoring Aria's flirtatious cooing at her, Fluttershy placed her garment into the lock. It neatly slid in and clicked. Fluttershy turned the lock, and it unlatched.

"Great. Now let's go in and pound that Contessa's teeth in." Rainbow Dash made a fist as she and the others marched.

Aria got up from her seat. "I guess me and Sonata better go get ready ..." Aria closed the door behind the Power Ponies and went to fetch Sonata.

"Hey!" Dash turned around and banged on the door. "What's the big idea, here?"

"I think the idea is that it's a trap, Rainbow," Applejack said. "We knew that when we walked in, Sugarcube."

"Yeah, yeah. Where are we?" Rainbow observed the room. It was wide, light blue, and made of a material polished so shiny they could see their reflections in. Ahead of them were four doors in a room, one of which was normal, the other three of which were built like the vault door outside, with the same perverted lock.

"How do we know which one to go through?" Fluttershy asked.

"Well, it's clearly designed to separate us and keep us apart by having us all go into a door of own, and make us give up our bras in the process," Rainbow Dash grumbled. "So I say we do just the opposite of that and only go through one door. We're not gonna play the Contessa's game. In there." Dash pointed to the normal door.

Fluttershy, having already forsaken her chest coverage, went in first. The minute she passed through, a light-blue barrier slid up from the floor.

"What?" Fluttershy said. She started banging on the door.

"Fluttershy!" Rainbow Dash punched the door, but it bounced off the blow. "Ow ..."

"Looks like its designed to only let one of us through," Applejack said. "Looks like we'll be playing her game after all..."

"What? No. No, I refuse to accept that," Rainbow said. "Pinkie Pie, see if you can use your super speed to knock the door down."

"Can do!" Pinkie backed up for more room, then broke into a super-dash, slamming into the solid wall, which remained intact. "Ow."

"Ugh, move," Dash pushed Pinkie aside. She got out her element and blasted the wall with a lightning strike, but other than a scorch mark, the wall remained unharmed. "Damn it. Fluttershy, can you get angry?"

"No. Too scared right now. Sorry."

Dash groaned and rubbed her temples, muttering a string of cuss words under her breath. "Fine. We'll do this the hard way. Fluttershy, you keep going on in, and see if you can find a way to break through and meet back up with us. We'll go through the other doors ..."

Fluttershy nodded and went further into the room. The others gave up their undergarments to get through the other doors, and went in, ready to take on the Contessa's game.

At least, Dash hoped they were ready.

"Ah," the Contessa leaned back in her control room chair, watching the Power Powers enter on her multiple viewscreens. "Let the games begin."

"Games?" Titlight asked, leaning over the Contessa's shoulder. She gasped, the sight of her friends on the screen jogging her memory.

"Oh, gosh!" Twilight put her hands on her head. "Rarity, Rarity!" Twilight ran over to her and shook her by the shoulders. "Wake up. We need to get out of here."

"We do?" Rarititties asked, confused.

"Yes! You see those people on the screen?" Twilight gestured to them. "Those are our friends! They came here to rescuse us! And we need to get out of there and go help them ..." Twilight made a fist and marched to the Contessa.

The Contessa rolled her eyes. "You know, dear, if you want your escape plans to be successful, you shouldn't speak them out loud where your captors can hear you."

"I panicked, okay?" Twilight huffed.

"Whatever. Adagio." The Contessa snapped her fingers.

Adagio got up from her chair and undressed, pulling her shirt up. She squeezed her breasts, blasting the potted plant with milk. The plant surged in size, and reached its now-enormous tentacles around Twilight and Rarititties' necks, pulling them back and inserting the tips of the tentacles into their mouths. The tentacles swelled up to an alarming degree, and splashed Twilight's and Rarititties's throats, faces and boobs with a massive surge of tentacle cum.

Titlight moaned breathlessly while the warm, addictive fluid dropped from her chin onto her chest. "Oh, Rarititties ... forget everything I just said! Let's stay here and be good little tit slaves!"

The vines unwrapped themselves as Titlight and Rarititties gleefully embraced each other, squishing their boobs together and kissing the fluid off the others' cheeks.

"Oh my," Adagio said, "this is arousing. And believe me, Contessa, when you lived as long as I have, that's saying something. Anyway, I should go get ready." Adagio looked to the screens with interest. "Fluttershy looks lovely, but I think she could do with a few touchups, don't you?"

"I do. That's what I like about you, Adagio," the Contesssa said while looking on as her current boob slaves cleaned each other off. "You and I think so alike. Have fun."

"Oh, I will," Adagio exited through the door.

The Contessa got up from her chair. "Since your friends are here, I suppose I might as well start prepping the procedure ..." The Contessa looked at the two of them licking each other. She sat back down to watch the show. "After you're finished cleaning each other, of course."

Fluttershy walked into a room with dim lighting, but otherwise empty and void of threats.

"Okay ... this doesn't seem too bad."

The floor gave out under her, pulling Fluttershy's feet out from under her and making her land her rump into the seat that mechanically popped out. Her arms rested purposefully on the armrests, which clamped her arms down with silver braces that snapped up.

"Me and my big mouth," Fluttershy muttered.

"Oh, but that's one of your best features," Adagio said as she walked into the room.

"You ..." Fluttershy said. "You're one of the Contessa's henchwoman."

"Adagio Dazzle, at your service." Adagio approached and brushed her hand through Fluttershy's bangs. "You really are quite lovely, Fluttershy." Adagio braced her hand onto Fluttershy's chin. "If it were up to me, I'd ravish you on the spot here and now. But I have certain obligations to fulfill. So, you know what the best part about having something beautiful in your possession is?"

"What?" Fluttershy asked, afraid, but seeing she didn't have a choice but to play the game.

"You can touch up on all of the little flaws and imperfections." Adagio snapped her fingers, and a vanity flipped out from the floor, a large mirror showing Fluttershy her reflection.

"Now ... let's start off with a few choices." Adagio opened the drawer and pulled out two things of lipstick. "Which one would you prefer? Purple or green? I think either would look good on you."

"Oh, um ... green," Fluttershy said. Adagio unscrewed the cap, and proceeded to apply the green lipstick to Fluttershy's mouth. Her lips scrunched up, insulted at this attack on her person.

"Don't twitch, dear," Adagio said. "You'll make me miss and smear it up. You wouldn't want that, would you?"

"I guess not?" Fluttershy said, unsure what to think.

"Then again, I suppose being a little messy would add a certain roguish charm," Adagio said. She capped the lipstick, put it down, and took out a brush she used to tease out Fluttershy's eyelashes. Then she got a different brush with a jar and swirled it around, applying some blue eyeliner to Fluttershy's lids.

Fluttershy sighed, put out. "Are you done yet?"

"Oh, don't be like that, sweetie," Adagio said, as if she and Fluttershy were married. "Aren't we having fun?"

"No!"

"I'm sorry," Adagio said. "Perhaps this next item will help fix that." Adagio pulled up a larger jar filled with a sandy-color cream. She opened it, stuck her hand inside, and applied to Fluttershy's neck.

"Some moisturizing ointment," Adagio explained as she rubbed it over Fluttershy's neck. "Made with aloe, herbs, spices ... and milk."

"Milk?" Fluttershy's heart sank. She gulped. "Um, from a ... local source, I hope?"

"Oh, yes. Very local," Adagio said.

"From a cow?"

"A cow?" Adagio chuckled and waved her hand. "Yes, I suppose you could call her a cow."

Darn it, Fluttershy thought. She'd been hoping maybe the cream wasn't made with the Contessa's milk, but Adagio's answer confirmed it. And if there wasn't any doubt, it was removed when Adagio's hands trailed down to Fluttershy's breasts, going under Fluttershy's shirt.

"There we go," Adagio muttered as she rubbed the ointment into Fluttershy's cleavage. "Nice and plump, but the Contessa thinks you could do with another cup size or two, and well ... as lovely as you are, I must admit, in my experience, bigger is better!"

"Uh." Fluttershy shivered and groaned in disgust. She breathed heavily as she felt her breasts gain weight, increasing in size from the effects of the Contessa's milk inside the ointment.

"Ooh." Fluttershy moaned, other effects of the milk activating on her. She closed her eyes. "Oh, yes, yes ..."

"Yes. That's it, Fluttershy. Just give in. Give in to it all. In to your boobs, into the milk, your body, your lusts ... give in to all of it!" Adagio grinned wickedly and squeezed, ejecting a squirt of milk over Fluttershy's clothes. "Doesn't it feel so much better to just give in?"

"Yes," Fluttershy nodded, smiling delieriously. "Yes, it does feel better to give in!"

"So much better." Adagio pulled down her blouse and stuck her nipple into Fluttershy's mouth. Fluttershy sucked it eagerly, lapping up the milk as Adagio squeezed it out. "Doesn't it?"

"Yes," Fluttershy hissed, stopping to breath, milk running down her chin.

"What do you want, Fluttershy?" Adagio asked.

"I-I want so suck ... I want to ravish all the boys and let them use me as a busty doll to have their way with!"

"Just the boys?"

Fluttershy giggled. "Well, okay, maybe some girls, too. If they're really cute." Fluttershy raised her head up and smiled at Adagio. "Like you."

Adagio pumped her fist in triumph, giggling at her victory. She tapped the bracelet holding Fluttershy's hand down, and the chair released its restraints. Fluttershy jumped out of the chair and grabbed Adagio by the shoulders, taking her to the ground. Then, they were on each other like animals, tearing off each others' skirts and licking at their vaginas.

Pinkie Pie’s room was wide, though it didn’t seem menacing, either. It was white with pink painted on the walls in swirling patterns that brought to Pinkie’s mind images of a wedding cake.

On the far end of the wall was a tray of sweets on a cart. “Ooh!” Pinkie rubbed her hands together. “Goodies!”

Pinkie bounced over to it and picked a chocolate chip cookie up. She was about to drop it into her mouth when she saw she wasn’t alone.

“Oh, don’t mind me,” the pale girl leaning over the tray said. “I’ll just be here … watching you eat.” She fluttered her lashes.

“O … kay. Hey, wait a minute,” Pinkie said, “you’re not one of the Contessa’s henchwomen, are you?”

“Contessa?” the girl said. “No, I don’t think I’ve heard that name before. What’s your name, hot stuff?”

Pinkie blushed. “Pinkie Pie. But, um, I have a girlfriend. What’s your name?” Pinkie nervously nibbled on the edge of the cookie.

“Sonata Dusk,” Sonata said. Her eyes came to rest on the cookie with what even a glutton like Pinkie Pie was a disturbing amount of interest in food. “That cookie looks really good.”

“Oh, I’m sorry!” Pinkie Pie took the cookie out. “Do you want it?”

“Nah, I’m good. I’m not hungry.” Sonata smiled. “Besides, there’s plenty more on this table. I mean … I meant to say, maybe you should savor it.” Sonata picked a smaller almond cookie. “These all look really good. Someone put a lot of love and care into making them. It’d be a shame to to just … gobble them up like some dog.”

“Yeah,” Pinkie said. She held the cookie up. “I think you’re right, Sonata. This should be savored.” Pinkie bit down on the cookie, breaking an entire half off.

“Yes,” Sonata continuing making bedroom eyes at Pinkie, “that’s it. Chew it slowly. Embrace it. Let the taste linger on your tongue.” Pinkie nodded, the lump going down her throat in a mush. “You’re right. This is really good.”

“Isn’t it?” Sonata put the almond cookie in Pinkie’s free hand. “Here, have another.”

“Already? I thought you wanted me to savor this one … Well, alright, if you say so!” Pinkie stuffed both cookies down her gullet and scarfed them up. She leaned on the table for support. “Oh, I feel woozy …”

“You do?” Sonata asked. “Oh, dear. Maybe your blood sugar is running low. Here, why don’t you have another one before it gets too low?”

“Yeah …” Pinkie answered, taking the cookie from Sonata’s hand. “That’s a good idea … good, good idea …” Pinkie mindlessly ate through the cookie, and then to the next one Sonata handed her. “Good, good …”

The cookie crunched as Pinkie bit into it. She chewed it, feeling the mush in her cheeks before swallowing it, and wiped her mouth off.

“Hey, I forgot to ask. What are you doing in here, Sonata? The Contessa trap you in here, too?” Sonata stood up from the tray, her lips curling up slyly.

“Oh, I’m not trapped in here, Pinkie Pie.”

“What?” Pinkie said. “But … but that means …” Pinkie’s expression sank. She stared at the cookie in her hand, now shaking in fear.

Sonata grabbed her by the wrist and guided the cookie to Pinkie’s mouth. “Why don’t you have another cookie, Pinkie?”

“But, but …”

“Ah, ah, no buts. Eat up. A girl needs her cookies if she’s going to have lots of energy for the day,” Sonata held the cooke to Pinkie’s mouth. “I … I…” Pinkie tried to resist the urge, but her mouth salivated. Her teeth rattled, fighting off conflicting signals from brain, one saying to bite in, one saying to stop. The one to bite won out, and she clamped down on the cookie.

“You know what it takes to make cookie dough, right, Pinkie?” Sonata said. “It takes flour … eggs … salt … butter …” Sonata waved another cookie in Pinkie’s face. A sadistic grin split Sonata’s lips as she said the next ingredient, knowing the bell it would ring in Pinkie’s mind. “Milk.”

Pinkie’s eyes followed the cookie as Sonata waved in her face, taunting her, teasing her. She greedily snatched the cookie away, breaking the cookie in two from the sudden movement taking it out of Sonata’s fingers.

“Mine!” Pinkie growled before wolfing down the cookie halves.

Sonata chuckled. “Of course it is. Ah, you’re already so far gone! We’re making such good progress. You know, Pinkie, the Contessa made these cookies special, just for you. Oh.” Sonata looked away. “It occurs to me that I’ve lied to you. I have heard the name Contessa before.”

Sonata rested an elbow on the table while picking up another cookie. “Of course, you’re not hearing a word I’m saying, are you? No, you don’t care. All you want is your sweets, your cookie, like a good girl should.” Sonata tortured Pinkie by holding the cookie behind her back, moving her hand from side to side as Pinkie tried to reach her shoulders to take it from her, the word ‘mine’ always on the tip of her tongue. Sonata held the cookie up and dropped it into Pinkie’s waiting mouth like she was a dog expecting a treat.

“Well, well …” Aria spoke, entering the room from a hidden door. “Looks like I’ve underestimated you, Sonata. I thought you were going to need my help, but it looks like you’ve got everything control. In fact ...” Aria reached and squeezed Pinkie’s breast, staining Pinkie’s shirt with the squirt of milk. “I’d say this one is good and ready.”

“Yessiree. What should we name this one?” Sonata asked. “Maybe something like … Piggy? You know, since she’s such a glutton …” Sonata twirled a piece of fudge in her hand.

“I like it,” Aria said.

“Piggy …” Sonata said, and tossed the bit of chocolate across the room. “Fetch.”

Piggy ran after the chocolate, reaching out for it desperately, not wanting the sugary treat to go to waste.

“Maybe we should call her ‘Doggie’ instead,” Aria said. She and Sonata laughed cruelly as Piggy grabbed the chocolate and ate it, getting it all over her lips.

Rainbow Dash entered a wide room painted in all red. She shifted her eyes around, looking for obvious signs of danger.

“Normal so far …” Dash muttered, moving into the center of the room. When she did, a shadow fell over her.

“What?” Quicker than Dash could react, a chandler shaped like a fruit slicer came down over her, landing at her feet. She passed safely through a hole in the center. Her clothes, not so much, the blades’ tips slicing up her shirt.

“Oh, come on, really?” Dash grumbled, covering her breasts with her arms. She didn’t notice the robotic arm with a series of pincers arranged vertically lower into the room and come behind her, slapping a color-fitting blue corset onto her back. “Oh, damn it, Contessa … I’m gonna make you suffer extra for this,” Dash muttered as the spidery machine set about tying the laces of the corset, pushing her boobs up.

“Yeah, alright, alright, now get off me, you pervert!” Dash shouted, shooing away the robot arm. As she walked away, she felt something cold and metal on her back.

“That’s not normally on a corset …” Dash reached over. “What is this?” The minute her hand got near the metal, there was a beep and a pulse. Dash groaned, the corsets’ strings pulling themselves taut and giving her breasts a hard squeeze. When she moved her hand away, the corset let up on her.

“A corset that gropes you if you try to take it off,” Dash grumbled. “Great. Wonderful.”

“Enjoying yourself?” a voice asked from the shadows, hungry green eyes leering at Dash from the darkness.

Dash put up her dukes. “Show yourself, Contessa. I’m not afraid of you.”

“If it’s the Contessa you want, I’m sad to say you’ll be disappointed,” the figure stepped out of the shadows, revealing itself to be Sunset Shimmer, all prettied up in a sparkling red evening dress which reached her ankles and showed her cleavage. “But hopefully I can make a decent substitute.”

“Sunset.” Dash growled, narrowing her eyes. “Why are you doing this?” She and Sunset paced around the room, judging each others’ moves. “I thought we were friends.”

“We were,” Sunset said, “but, unfortunately, I ultimately decided my love for my mistress Adagio mattered more than to my than my platonic love for you and the others.”

“Mistress Adagio? Dear Celestia, what did they do to you, Sunset?”

“Nothing much. Just the same thing I’m going to do you,” Sunset pointed her finger coolly. She moved fast, closing the distance between herself and Dash and hooking her arm around Dash’s neck. Sunset pulled down and brought Dash’s face into breasts.

Dash growled and raised her defiant fist, her amulet clutched inside.

“Ah,” Sunset scolded, grabbing Dash’s forearm with her other hand. Sunset wrestled the arm down to Dash’s head, putting both her elbows on Dash’s hair to keep Dash from slipping out of her chest. “I don’t think you’ll be needing this,” Sunset cracked Dash’s fingers open and took the amulet, tossing it to the corner of the room.

“Damn you!” Dash screamed, trying to get away. But her head was nestled deep into Sunset’s cleavage, and Sunset had her arms in a lock. Already, her mind was beginning to get clouded with thoughts of boobs. Of Sunset’s warm, soft, wet cleavage …

Wait, wet? Dash thought. She blinked and looked around. There was definitely liquid trailing down her face, but it was a clear color, not a milk white. But it was sliding onto her cheeks from Sunset’s breasts. “Sunset, what is this stuff?”

“Heppel oil,” Sunset answered. “It’s exotic. A foreign export. The Contessa had to seduce quite a few truckers to get it all the way here, to where I could use it on you. It’s a fascinating thing. With a sample and a few modifications, you can easily make it so your breasts produce it. That’s the way Contessa recruited me.”

Sunset slammed a fist into Dash’s back when she felt Dash jerk and try to get free, knocking the wind out of Rainbow Dash and triggering the corset to pull tight and squeeze. Dash thought she felt milk come out from her nipples, but at this point, she wasn’t sure if it was just the heppel oil going down or if maybe she was hallucinating.

“Don’t you try to get away when I’m doing my villain monologue,” Sunset scolded her, bringing Dash deeper into her chest and slathering her face with the oil. “Anyway, where was I? Oh, yes, the Contessa recruited me for my scientific know how.” Sunset chuckled. “Well, technically, she recruited Adagio. I just came along as a side-package! Oh, but I should get back to focusing on topic; seducing you. Doesn’t it feel good, Rainbow Dash? To have your face buried in a beautiful women’s cleavage? To let it seduce you, to comfort you, let it consume your thoughts? Isn’t it soft?” Sunset sighed longingly. “I still remember when Adagio seduced me … she taught me to throw off my restraints … to give in to my lusts … give in to my body. Don’t you want to give in to your body, Rainbow Dash?”

Dash answered by struggling.

“Ah, ah,” Sunset said, “you wouldn’t want me to activate the corset again, would you, Rainbow Dash? I’d hate to squeeze too hard and blemish your boobs with an unsightly bruise … but I will.” Sunset hovered her hand over the corset’s device, and Dash tensed up as the corset’s leather tightened on her boobs, making her squirt milk out - this time, she was sure it was real.

“I’ll ask again. I said, don’t you want to give in to your body, Rainbow Dash?”

Dash snorted, the smooth oil sliding all over her face, getting on her cheeks, nose, and forehead. She sighed and went slack, milk spilling out of her nipples. Milk which splashed inside and slipped out through the gaps in the corset.

Giving in, Dash gave a nod.

“That’s a good girl,” Sunset said, letting Dash out of her cleavage to breath. “And do you know what good girls do, Rainbow Dash?”

“They suck!” Dash answered happily, having been down this road before.

“That’s right.” Sunset pulled down her dress and slipped a nipple into Dash’s mouth. Dash went at it with wild abandon, her lips struggling to find purchase.

“Don’t get too excited now,” Sunset said. “We’re not even at the fun part yet. You know,” Sunset mused, laying a finger under chin as Dash finally found purchase, “I think Rainbow Dash doesn’t fit you anymore as a name. How about something else? Something more like … Rainboobs. Yes, that’s it. That’s your new name. Rainboobs.” Sunset let out a wicked laugh worthy of a witch which echoed darkly off the red walls of the chamber.

Applejack lost her balance when she through her door, tripping on the step down from the door. She caught herself on the wall and supported herself.

“Not off to a great start,” Applejack muttered. It went off to even a worse start when the part of the wall she was holding slid up and took away her support, making her fall into the pair of naked breasts that slid their way out.

“Grr …” Applejack growled and pushed herself out, feeling guilty as she grabbed the breasts to steady herself.

“Oh, yes, darling, that’s the stuff,” the Contessa's husky voice purred through the window.

“Contessa. Why don’t you come on out of that hiding hole and we’ll settle this like real women?” Applejack growled.

“Okay. But first …”

The Contessa’s tit squirted out a splash of milk which got all over Applejack’s face and chest.

Applejack blew a soaked bang out of her face. “I hate you. I really hate you, you know that?.”

The Contessa’s breasts slid out from the window, and the Contessa emerged from a door next to it, a smile on her face. “I can live with that.”

Applejack wiped the milk off her face with her ruined sleeve. “Why are you even doing this, Contessa? I thought Twilight talked to you. I thought you changed.”

“Twilight did talk to me, but I didn’t change … not really. I just had a fleeting moment of remorse,” the Contessa said. “But after I swam out of that space prison I let you put me in for some reason that seems unimaginable to me now ... I happened upon a few things. Chief of which being Adagio Dazzle. She’s quite the pretty one, isn’t she?” The Contessa chuckled. “But moving on. I had a brainstorm. See, the reason I backed out last time was because I knew it might have been affecting children, because I had been trying to take over the whole world. So, I figured, as long as I could avoid that, why should I have to give up my villainous ways? Why did I need the whole world? I could just settle for my lovely Rarity … or I should say, Rarititties, and her closest friends. I could be happy with that.”

Applejack readied her fists. She wasn’t sure why, but something about how the Contessa said Rarity’s name irritated her, aside from her condescending tone.

“And besides that, I realized something. I wanted a successor. Someone to take the mantle over after I’m gone. And make no mistake, after today, I will be gone - gone, far, far away, where neither you nor Celestia or any of your Power Pony super friends will be able to reach me.”

“We’ll see about that,” Applejack growled. She charged at the Contessa. The Contessa stopped her in her tracks by squeezing her breast and hitting Applejack with another splash of milk.

Applejack coughed and spluttered. “I really, really hate you.”

“I really, really can still live with that. I mean, you’re going to love me soon enough anyway, so what’s the point in getting bothered?”

Applejack bared her teeth.

“Indeed,” Adagio Dazzle said, surprising Applejack by coming behind her and wrapping her arms around Applejack.

“How did y’all get through the door?” Applejack asked.

“I work as a mistress as a brothel. I have a few spare bras lying around.” Adagio reached over and took the Mare-velous lasso off Applejack’s hip.

“Hold her steady, Adagio,” the Contessa said. “I want to make sure she gets a nice, warm, cupful of my milk.” The Contessa walked towards Applejack, putting a hand under Applejack’s chin.

“No.” Applejack insisted, shaking her head. She couldn’t believe this was happening. “No!”

“Oh, chin up, dear,” the Contessa insisted. “You’re about to be part of something intimate. Something special. The first superhero team to retire so they could be prostitutes.”

The Contessa continued and placed her nipple into Applejack’s mouth, cupping herself and squeezing to pour the milk in. Applejack bit down on the nipple, hard. The Contessa screamed and backed away. The liquids on the Contessa’s breast swirled together, creating a sickly pink color.

“Applejack. You bit me so hard, you drew blood! Now, is that any way to treat a lady?”

Applejack’s answer was to spit at the Contessa, spraying flecks of blood onto her chin.

“So unsanitary,” the Contessa mused. “We’ll need to fix that before you take on your new life.”

“Here.” Adagio handed the Contessa a wipe.

“You had one those handy?” Applejack asked.

“A proper lady is always prepared,” Adagio said.

“Thank you, Adagio,” the Contessa said, finishing wiping off the blood from her face. “Now, you’re being extraordinarily stubborn about this, Applejack. Why can’t you just accept it? What am I supposed do with such violence, such brutishness?”

A tapping came from the ceiling.

“Ah, I know,” the Contessa said. She kicked the wall, and a piece of the ceiling gave way. A large, thick moss-green vine descended from the hole. It tilted, scoping around the room for potential prey. The Contessa stroked the bottom of the vine.

“Sunset Shimmer is an absolute genius darling when it comes to scientific tinkering,” the Contessa patted Applejack’s chin. “I’m sure you’ll find her creation … most tasteful, ha!”

The Contessa put the vine to Applejack, and the vine slithered into Applejack’s mouth and pumped in its corrupting fluid.

"No," Applejack muttered, "no, it can’t end like this."

Applejack swung her fist backwards into Adagio’s stomach, knocking her off. She grabbed the tentacle and tore it out of her mouth. She turned it around and forced it into the Contessa’s mouth, where the vine, attracted by the Contessa’s large breasts, swelled up and pumped a large load into the Contessa’s mouth.

The Contessa moaned, swallowing happily. She grabbed the vine and calmly took it out, its fluids dripping down onto her mounds.

“What?” Applejack asked in disbelief, falling to her knees. “No, it can’t be … that was my last shot.”

“Come now, Applejack,” the Contessa said, “you didn’t think I would commission to have a mind altering tentacle plant and not include a built-in backup to keep it from affecting me, did you? The plant was engineered with my milk. Thus, I am immune to it. Now, you, on the other hand …” The Contessa snapped her fingers. The vine, at her command, shot forward and went back inside Applejack’s mouth, where it pa-pumped load after load into her.

Applejack adjusted herself, giving in to her fate. She laid herself flat and closed her eyes, focusing on the tentacle’s spunk as it filled her up. The Contessa laughed heartily and wickedly, feeling triumphant in the wake of her victory. She clapped, applauding the plant, jumping into the air with joy.

“Ha ha ha! Yes, yes! I’ve won, I’ve won!” The Contessa cleared her throat. “Calm yourself, Contessa. You’ve won so far. You still have work to do … Adagio, collect Applejack and put her with the others, then come see me, won’t you?”

Adagio saluted. She picked Applejack up by the shoulders and dragged her across the floor, separating her from the tentacle.

“You can have more later,” Adagio told Applejack when she tried to reach for the tentacle, which itself reached for her, but it had already stretched itself to its limit.

The Contessa grabbed Rarititties and set in front of the vanity mirror, which was now absent any stray Fluttershys or Adagios.

“Now, Rarity …” The Contessa cooed into Rarititties’ ear, brushing a hand through Rarititties’ hair. “Do you understand why I called you here?”

“Yup! You said you wanted to ‘rebuild me, but better.’ I think I’m pretty sexy as I am, thanks, but I appreciate the help!” Rarititties ended her sentence on a giggle.

“Yes …” The Contessa said. “You see, Rarititties, I want you to be the new Contessa, at least as far as Maretropolis is concerned. But the Contessa needs to more than just sexy and curvy. She needs to be smart, and cunning, and dangerous. So much as I love seeing you as a sex-crazed bimbo who loses her mind and drools at just the thought of drinking breast milk ... I need you to be … better. Better than. More focused, more prepared. More confident in yourself and dominating. So, to that end, I’m going to give you a new program and a new trigger word. Okay?” The question was a formality. The Contessa knew Rarititties, in her current state, would agree to anything.

“Okay!” Rarititties answered.

The Contessa got out a CD player and a set of earbuds, and placed one bud into Raritittie’s ears. She set the CD to play and stroked Raritittie’s chin while she and the CD spoke in unison, reinforcing its words to Raritties by putting them in stero.

“Now, Rarity …” The Contesa said. “Up til now, you’ve been instructed to orgasm and submit when you’re called by the name of Rarititties. No longer. You are your own, independent woman, and from now on, you’re not going to let anyone control you … except for me, that is.” The Contessa affectionate ran her hand over Rarititties’s cheeks.

“Own, independent woman …” Rarititties muttered.

“From now on, you will answer to the name of the Contessa,” the Contessa said, “or Raritessa, if you prefer.”

Rarity nodded. “Contessa … Raritessa. …”

“You are confident. You are controlling. You are beautiful. You are smart, and you are sexy and absolutely dominating. Everyone, men and women, gay or lesbian, will bow to you.”

“Confident … controlling … beautiful … smart … sexy… dominating …” Rarity repeated.

“Now, I’m going to ask you a question. When you give the correct answer, you are going to get to cum. And each time you cum, you’re going to lose more and more of Rarititties … and gain more and more of the new Contessa, the Raritessa. Ready?”

“Mm-hmm,” Rarity nodded.

“Who are you?” The Contessa asked.

“Rarititties.”

“No, that’s not right. That’s the old name. I want your new name,” the Contessa said. “Again. Who are you?”

“Rari-tit-”

“Who are you?”

“Rari-”

“Who are you?”

“Rar-rari … tessa. Raritessa. The new Contessa.”

“Good. That’s the correct answer,” the Contessa said, and Rarity inhaled sharply as she felt herself leak. “Again. Who are you?”

“The Contessa.”

“Who are you again?”

“The Contessa.” Rarity panted, her slit leaking substantially.

“What did you say your name was?”

“The Contessa!”

“One more time,” the Contessa put a hand to her ear.

“The Contessa! My name ... is the Contessa,” Rarity rasped, biting down on her lip as she ruined another perfectly good pair of panties.

“That’s right,” the Contessa said. “You’re the Contessa now.”

Adagio entered the room, wheeling with her a blood vessel tree and a machine in her arm. “You said to come by to see you about this time?”

“Yes. Your timing is perfect. Do you have everything set up?” The Contessa asked.

“Yup.” Adagio set to work, strapping a blood pressure cuff to the Contessa’s arm. “You sure this will work?”

“After everything I’ve gone through to get to this point, it damn well better,” the Contessa spat. “I’ve come too far to be disappointed now.”

“Even so,” Adagio said. “We … don’t really fully understand how your powers manifested. Just giving a blood transfusion to Rarity … might not be enough to give them to her. She might even have an adverse reaction to the mutagen in your blood.”

“For an evil mistress, you seem awfully concerned about our health,” the Contessa quipped.

“Just want to be sure you’re making an informed decision,” Adagio said. “Contessa Rarity, hold your arm up for me.”

Rarity held her arm up. Adagio inserted a needle into a vein, and she pressed a button on the machine. The Contessa winced, but toughed it out as dark red fluid carried up through the tube from her arm into Rarity’s. Adagio let the machine run for awhile before turning it off.

“Now,” the Contessa muttered, “to see if this worked …”

“Darlings!” The Contessa announced, entering the storeroom where Titlight and the others were being kept

“Ugh,” Titlight groaned, having been about to engage in oral services with Spike. “What?”

“Yeah,” Rainboobs added. “We were totally about to, like, take turns sucking each others’ breasts.”

“And you can get back to that, real quick, after we run a quick little test on you,” the Contessa said. “Contessa Rarity, would you mind stepping in?”

“Sure. No problem,” Rarity stepped in, wearing a sequined blue costume that exposed her navel and her breasts in two diamond shape, a diamond pattern running running down the sides of her legs, all complimented by a ruffled skirt and ballerina shoes.

“Show them the goods,” the Contessa instructed.

Rarity pulled down on the shirt, showing her nipples, which were now an odd shade of dark blue.

“Pay attention, everyone,” the Contessa said, barely containing her smirk.

Rarity’s nipples lit up, glowing with blue light the same way the Contessa’s did. The former Power Ponies were instantly entranced, all of them leaning over crates to drink in the sight of the light. Rarity teased them by flicking the light on and off, limiting how much exposure they could get at once.

“So good …” Rainboobs muttered.

“So big …” Fluttershy said.

“So bright and squishy ... “ Titlight said. “Oh, they’re so … big! And beautiful!”

“Yes,” the Contessa said, “don’t they just make you want to-”

“Cum,” Rarity demanded, stealing the Contessa’s thunder.

“Yes. Yes!” Titlight answered. She fell back, rolling on the floor as she orgasmed, the others quickly joining her, Humdrum having a rough time as his legs went out and put him flat on his bum.

The Contessa covered her mouth as she chuckled. She couldn’t believe it, Rarity had gotten the Power Ponies to orgasm just by worshiping the former Radiance’s breasts. She also couldn’t believe she had gotten this far. She won. For real, this time. Not like those other times where she had victory within an inch before it having cruelly snatched away by a twist of fate she couldn't account for, but she had well and truly won.

“Well, we’ve established the blood transfusion worked,” Rarity buttoned her shirt back up. “Now what?”

“Mmm, you can do what you want,” the Contessa answered, walking Rarity away from the storeroom to leave the others to drink in their sexual liquids and scents. “But I’m moving on to greener pastures.”

“Oh?” Rarity asked.

“Yes.”

Sunset Shimmer approached them, joined by Adagio and her underlings.

“Contessa, I have the device ready for you,” Sunset handed the Contessa a device like a video game controller. A white, square device like a remote with a black screen in the middle, and red, ridge-lined buttons on each side.

“Yes,” the Contessa said, “when I met Adagio and Sunset Shimmer, they explained to me about the alternate dimensions they'd been to. Parallel universes. Other worlds and planes of existence. I decided, I wanted to visit them. I wanted to go to them, and spread the gift that is my lovely milk with them. And it makes a pretty convenient out, too. So even if you do, somehow, against all odds and my comprehension, manage to break your way out of my spell and free your friends,” the Contessa tapped Rarity’s nose, “I’ll be somewhere far, far away, way out of your reach, where you can’t enact any justice or revenge on me.”

The Contessa strode away after that. “Ta-ta, darlings! Pending anything unfortunate, this will be the last any of you see of me. But don’t worry - you can still use my candids for when you’re feeling … lonely at night.” The Contessa wiggled her eyebrows at them, bringing the device over her mouth in mysterious, alluring faction. “Make sure you carry on my legacy here, Rarity!”

“I will!” Rarity saluted.

The Contessa pressed the initialization button on the device. A swirling portal the size of a trash can appeared behind her, spinning in circles of red and yellow. The Contessa gave them one final salute, receiving one in return from Rarity, Sunset, and Adagio. The Contessa closed her eyes and leaned back, letting herself fall blindly into the portal, to carry her where it may ...

[galecrowleysm]

Less Common Superpower

Genre: Erotica, Superhero, Crossover

Words: 12,945 

Series: My Little Pony: Friendship is Magic  (Humanized Power Ponies AU), DC Comics

Synopsis: The Contessa has been humiliated, but far from humbled, imprisoned and subject to testing to ensure her powers don't let her take over again. But a chance meeting with a like-minded villain arriving at the facility will give her the chance to break out and take her revenge, oh yes ...Starting with those Power Ponies. Especially that lovely Radiance.

First published on Fimfiction.net in July 2016.

Two guards carried the Contessa by the arms and onto a rack, where she was set in and was restrained, a lead sheet wrapped around her torso, a scientist making a note of her arrival on a clipboard. He walked up to the machine.

"Ready, Miss Pinch?" The scientist asked.

"My name is the Contessa." The Contessa snarled.

"If you insist." The scientist pulled the lever down, and Contessa scowl as a green beam waved over her body, scanning and giving her an x-ray. She found it humiliating.

As the guards undid the latch and carried her away from the slab, the Contessa reflected on how she had gotten into this situation. Her plan, her brilliant plan - to take over the minds of the Power Ponies with her addictive milk and hypnotic breasts which few could resist - had failed. Why did it fail? Humdrum. Humdrum was how it failed. She wouldn't make that mistake again.

The staff at the Maretropolis prison had been taking her out and subjecting her to tests and scans and all sorts of fill-in-the-blank-agrams to attempt to learn how her powers worked in order to block and counter them, in the event she should escape, or someone with a similar set of powers showed up one day to menace Maretropolis. The Contessa wished she could say they were just doing it to look at her body, but that would be a lie. If they were, she might have had a chance of escaping, but the guards and scientists designated to work on her were dedicated to their jobs and professional - they didn't react to any of her flirtations, no matter how sultry she got. Maybe it wouldn’t be so bad if she could just let her milk out every now and then, but she had been put on a medical regimen, where she was given pills which prevented her from getting her milk out of her breasts, and any milk that slipped through the cracks was stuck inside her until she asked for permission for the guards to take her away to a designated area where she'd be put in cuffs and drained of her milk to keep her from using it!

The Contessa was soon thrown back in her cell, the guards bidding her good day. She put her hands on the bars and watched them go.

"Come on, Nina. Quit struggling."

"How dare you! Do you know who I am?" A villainess shrieked, being wheeled into the prison on a trolley, restrained. She had a cat-like face, with large, orange hair, and tape wrapped around her massive breasts, trying to push them down, though the tape's effectiveness was questionable. "I am the Mighty Endowed! And you will obey me!"

"Yeah, yeah."

The Contessa watched as the Mighty Endowed was wheeled past her cell. The Contessa thought she would have been immune to the charms of someone else who had all her own features, but she was drawn to Mighty Endowed's chest. She wanted to touch them, to nurse them, to suck them.

The Contessa sighed, figuring she would never get that chance as long the guards were watching.

The next day at lunch, the Contessa was sitting on the bench, eating her gruel like a good prisoner. She was surprised when the Mighty Endowed was allowed to walk freely and decided to sit down next to her, an iron vest around her chest.

"Hey," the Contessa greeted her.

"Hey," Mighty hissed, running her spoon through her food.

"Saw you come in the other day," the Contessa said. "The Mighty Endowed, huh? What're your powers?"

"I can control men's minds by flashing my massive, meteorite-given boobs at them." Mighty answered.

"Really?" the Contessa asked, growing intrigued. "I have similar powers, though mine didn't come from a meteorite. And ... I can control women, too."

"Really?"

"And it helps to be able to make milk at will," The Contessa winked. She looked down at her chest. "Or at least it would if I could, but I can't with these stupid pills they’ve got me on!"

"Tell me about it," Mighty said. "They're making me wear all of these ridiculous vests and things so I can't use my boob flash."

"Hmm," the Contessa glanced the door to see what the guards were doing. They weren't paying too much attention to her and Mighty, keeping their eyes on some of the higher-listed, more obvious threats like the Mane-Iac.

"I have an idea," the Contessa whispered. "My milk, if you drink it, will make you produce milk too, and it will have all the same properties ... including the ability to take control of people. They won't be expecting you to have any milk, so maybe, if we can find something to let me leak a little milk out without being noticed, and then you can slip your chest and squeeze it out from your restraints, and maybe help us both get out of here."

"Mmm." Mighty scratched her chin.

"What do you say?" the Contessa asked. "I scratch your back, you scratch mine?"

"I like the cut of your jib," Mighty said. "But how do you propose to do it?"

“Well, as it happens …” The Contessa said. “I happen to have a contingency plan. I have a friend on the other side who should be sending something into the prison to help me out. It should arrive today, in fact. And it will be a lot easier if you get involved, because they’ll be watching me for milk like a hawk, but you … ”

“I see.” Mighty said, resting her head on her hand.

Later, the guards were sorting through the prison mail. They found an envelope addressed to The Contessa with a lump in it.

“Huh. Even got her friends calling her that on their letters,” one of the guards said before tearing into the envelope and pulled out the contents - a harmonica.

“A harmonica? Seems a bit … tropey,” the other guard said.

“Perhaps, but we should still check it out.” The guard shook the harmonica, hearing it rattle. He held it up to his face and looked inside, finding nothing amiss. He put it to his lips and blew a few off-key notes, making his partner wince.

“Seems fine to me,” the guard said.

The Contessa was sulking in her cell, lying with her body turned away from the door.

“Hey, Countess,” the guard said, knocking on the cell.

“Contessa.” She corrected him, rising up and turning over.

“Whatever,” the guard waved his hand. “Got something for you.” He held up the harmonica.

The Contessa let out a slight smile, but she just as quickly hid it, clearing her throat. “I see. Well, toss it in, then.”

The guard attempted to slide the harmonica through the bars, but it was just wide enough it wouldn’t fit. The guard frowned. “Cover me.” He said to his partner, taking out his keys and unlocking the door. He opened the door and they both went inside.

“Here you go.” The guard handed the Contessa her harmonica, his partner hands twitchy and ready to pull out his weapon at a moment’s notice.

“Thank you, dears.” The Contessa said with a smile. She blew a few notes on the instrument. The guards turned around.

The Contessa quickly popped the harmonica out from her mouth. She wrapped her hand around the instrument, and slammed it into the brick wall, shattering it and letting out a small white capsule drop out. The Contessa snatched the capsule and popped it into her mouth. She gulped it whole and let out a relieved sigh. “Ah … guards? One more thing?”

“Hmm?” The guards stopped and turned around. The Contessa wrapped her arms around their necks and pulled them forward, planting their mouths on her exposed, milk-leaking breasts, spewing her product into their mouths. Of course, with powers like hers, she had to have become an expert in getting undressed quickly.

“Aaah...” the Contessa gave a long sigh. “Oh, it feels so much better to be able to leak again … drink up, dears, drink up. Yes, didn’t see that one coming, did you? I have a very good friend who happens to be a scientist herself, so it was a simple matter of her figuring out how your pills worked. How to make a fast-acting agent to counteract it, fast enough I could get some milk flowing before you left, and get it into the prison without any of you noticing.”

The guards moaned, their eyelids fluttering. Bulges raised up in their leggings. Their bodies rocked and shook, and deep stains started to spray over the insides of their pants.

“Oh my,” The Contessa said confidently, taking in a deep whiff of the scent of musk as the guards gave in completely. “Having a little trouble controlling ourselves, are we? That’s fine, just fine, dears. I have lots of ways to control you ... but when you orgasm while sucking on my tits, or having sex with me at all, my hold over you practically quadruples. Something to do with endorphins, I think. So go ahead. Drink up ... and cum as much as you like."

The guards moaned again, falling off the Contessa's breasts and down to their knees as they orgasmed again, almost doubling over pleasure, milk still spraying from the Contessa's nipples.

"Now... It would mean so much to me if you two would go up to wherever you keep the records, and change it so slightly as to say that I’ve had my pills for the next, oh, four hours or so? Yes, I think that will be enough time. Not to mention having you two forget this happened or why you’re doing it.”

“Yes, mistress,” the officers droned.

“Oh, one more thing before you go,” the Contessa said. “Get me that lovely Mighty Endowed, would you?”

The guards nodded. They left the Contessa’s cell and returned with the Mighty Endowed.

“Oh, mmm. I can’t wait to get a feel for your massive boobs, Mighty …” The Contessa said.

“And you can. Later. We’re trying to escape right now, remember?” Mighty asked.

“Of course,” the Contessa gestured at her chest. Mighty leaned in and worked on suckling Contessa’s milk out, licking at her nipple and lapping up the milk.

“Mmm … this is some good stuff.” Mighty licked her lips. “Oof!” She grunted and cupped at herself when she felt the milk beginning to take effect, stains appearing in her prison suit as milk leaked from her.

“And … however mutation affected you, it seems to made you immune, or at least resistant, to the more trance-like effects of the milk.” The Contessa. “Interesting. If I were a scientist, I might try to look more into it … but I’m not, and I don’t care. Right now, all that matters to me is our escape.”

“Well,” Mighty popped her lips off, wiping the milk off her chin. “I think that’s enough. I’ll come get you after I’ve put this stuff to work on a few more of these chumps.” Mighty waved at The Contessa, letting the guards walk her back to her cell, cupping her breasts as she felt the milk inside them.

The Contessa grinned to herself. Now all she had to do was wait …

Flying in the sky high above Maretropolis, the Kryptonian hero Power Girl flew through the clear blue sky, passing the city on her way to a superhero convention when she noticed smog rising up from a building. Looking down, she saw the roof of a building on fire, with someone trapped on top.

"Help!" the woman cried.

Thinking nothing of how odd it was only the top of the building was flame, Power Girl dove down and scooped the woman up in her arms. Power Girl took in a deep breath and blew out the famed super breath of her cousins, blowing the flames out.

"Are you alright, citizen?" Power Girl asked.

"Oh, I'm fine, thanks to you, Power Girl," The woman said.

"You're welcome. Is there anything else I can do for you before I put you down?"

"Well, there is one thing you can do for me ..." the woman said, and rolled around, revealing her exposed ample bosom giving off a pink glow. "Look at my chest?"

"Wha ... huh?" Power Girl expressed, going into a daze as she fell under the spell of the Contessa's boobs, mind control being one of the Kryptonian's few weaknesses.

“Don’t you worry your pretty little head about it, dear,” Mighty Endowed walked out from behind the building, tossing aside an empty can of gasoline. She cupped Power Girl’s cheek and turned her over, pulling Power Girl’s mouth down onto her exposed breast. “A pretty blonde like you shouldn’t be too concerned with what’s going on in your head. Now suck.”

Power Girl did as she was told, using her luscious lips to suck and tease the milk out of Mighty's breast. As she drank up and fell further in, Mighty and the Contessa chuckled at the success of their plan.

At their dwelling, the Power Ponies were lounging about, enjoying themselves, eating snacks, drinking sodas, and in Spike's case, playing a video game. The fun and relaxation came to a stop when the phone rang.

Twilight answered. "Yes, hello, Mayor? Trouble downtown? Okay, don't worry, we're on it." Twilight hung up the phone. "Looks like break time's over, people. Time to suit up!"

The Power Ponies saluted and all of them got into their costumes. They headed on to the downtown area, and they were all shocked when they saw what the source of the trouble was.

Power Girl, straying far from her hometown, had landed down in Maretropolis and was stirring up a ruckus, going on some kind of rampage. There was a huge crater in the road where her legs had landed. She punched out a fire hydrant, smashing it with her super strength, and lifted up a thankfully empty parked car, throwing it onto its side and crashing the windows.

"Hey!" Matter-horn shouted. "Someone's gonna have to pay for those damages, you know! You could hurt someone!"

"What do I care?" Power Girl asked. "It's not coming out of my pocketbook. Those bozos don't pay me enough anyway ..."

"Power Girl?" Zapp asked. "The trouble is Power Girl?" Zapp began to freak out and lose it a bit, grabbing Radiance by the shirt. "We can't fight fricking Power Girl! She's Power Girl! She's a Kryptonian! She'll tear us in half like tissue paper!"

"Zapp, get a hold of yourself," Radiance said, slapping Zap across the cheek. "We'll never know if we don't try."

"Right!" Matter-horn smiled and tensed up, ready for a fight. "She may be super-strong, but we outnumber her six-to-one, and we have a variety of powers! As long we can come up with a good strategy and stick to it, I'm sure, between everything we can do, we can combine our strengths and take her out before she does too much damage!"

"And perhaps figure out why she's doing this in the process!" Mare-velous added, swinging her lasso around. "Yeehaw! Let's go!"

"You want to play? Let's play!"

Power Girl and the Power Ponies charged at each other.

At the mansion, Spike heard a knock at the door. Putting his comic book down, he went up to the entrance and answered it, opening the door.

"The Contessa!" Spike shrieked in fear, throwing his arms up when he recognized the foe.

"Yes, Hum-Drum," the Contessa said, using her hypnotic breasts on him. "It's me."

Spike groaned, pink swirls appearing in his eyes as he basked in the Contessa's flashing boobs. "Uh ... no, no ..."

"Don't be like that," the Contessa walked up to him and grabbed Spike by the collar of his shirt. The Contessa pulled him and shoved his face in between her breasts, then cupped her boobs together and squeezed, spraying milk all over Spike's cheeks. She let go, and Spike pulled away, entranced. His tongue snaked out and licked the milk off his face.

"Yes, that's it, Humdrum, just succumb to my huge, gorgeous tits... you like to cum inside buxom beauties, don't you? Like me. Like, oh, I don't know... your friend Radiance. You'd love to cum inside that big-tittied Radiance, wouldn't you, Humdrum?"

"Y-y-yes... I w-would..." Humdrum moaned, his pants turning dark.

The Contessa, smirk, deriving a twisted pleasure from making Humdrum stain himself.

"Come along, Hum-Drum," the Contessa said, cupping Spike's chin and leading him away from the mansion. "I've got something special in mind for you."

Power Girl flew towards Radiance, picking her out first from her list of targets. Radiance summoned a wall in front of her, but Power Girl's fist easily broke through the barrier and made contact, sending Radiance flying up into the air.

"Radiance!" Matter-horn reached out with her horn.

"Don't worry about her. She'll be fine. Worry about yourself!"

Power Girl fired red lasers from her eyes, which Matter-horn reacted quickly to counter with a beam of her horn, engaging Power Girl in a struggle to see whose laser beam was stronger and would come out on top.

Radiance continued flying, falling and being caught into something large and soft. Two muscular arms wrapped around her. "Oof! Hey!"

"Ha ha ha!" Mighty Endowed laughed, burying Radiance into her cleavage. "Everything is going perfectly! This is even easier than I thought!"

"Let go of me!" Radiance struggled and tried to get out, slamming her fist into Mighty's breast, but it absorbed the blow.

"Oh, quit struggling." Mighty shoved Radiance further inside her beachball boobs, smothering her, clouding her vision and blocking her airways.

"Mmm mmph mmph!" Radiance grunted for air.

Carrying Radiance in her boobs like this, Mighty Endowed turned and took her captive to her lair - a tall company building on the southwest of town. She went up a flight of steps and dumped Radiance on the steel-grey floor.

"Ugh..." Radiance groaned, gasping for air.

A chair swiveled around, revealing the Contessa templing her fingers. "Hello, Radiance."

"Contessa!" Radiance exclaimed. "I should have known you were behind this. Of course brainwashing a busty hero like Power Girl would be right up your alley."

The Contessa let out a laugh. "You know me so well, Radiance. I'm glad." She stood up from her chair. "Hopefully it means we're going to get along well!"

"Get along...? I would never get along with a supervillain such as yourself," Radiance said, "what are you planning, Contessa?"

"Oh, lots of things," the Contessa said, "but the first and foremost of which is to make you, Radiance, one of us."

Radiance's face became wrought with worry. "One of you?"

"Oh, yes," the Contessa snapped her fingers. "Bring in the prisoner."

"Gladly." Mighty rubbed her hands and left, returning with Humdrum, whose head was bobbing, with his eyes unfocused.

"Humdrum?" Radiance asked. "What have they done to you?"

"Oh, nothing," the Contessa said, tapping a faux-apologetic finger to her chest. "Just fed him a little milk. Just like I'm going to with you now."

The Contessa unzipped her suit.

"Nice try. I’m not falling for that again." Radiance pulled her mask down, placing it an askew position that covered her eyes while she scrunched them up, keeping the light from Contessa's hypnosis from entering it.

"Oh, come now, Radiance. Don't be like that." the Contessa got up from her seat. She walked over to Radiance and yanked the mask off Radiance's face. Before Radiance could even fully finish grimacing, The Contessa had shoved nipple into her mouth. The Contessa squirted a stream of milk, and Radiance let out a moan, her eyes growing foggy as she felt the familiar, lovely sensation of growth occurring in her boobs and butt, her costume growing taut as it cupped her supple breasts and firm rear.

"Mmm..."

"You like that?" the Contessa asked, grinning through her luscious lips. She took her hand and squeezed her boob, shooting another spurt into Radiance. "Of course you do. Don't deny it."

"I... do..." Radiance popped her mouth off and wobbled.

The Contessa, still grinning, walked over to Humdrum. She rubbed his chin and admired him before standing on her toes and placing her breast in his mouth, letting loose a stream of milk. Humdrum's eyes widened, and he gulped it down, some of it escaping and dripping down his chin.

Radiance's gaze was pulled to Humdrum's abdomen. As the Contessa pumped more milk inside of him, his erection become visible through his pants... and it was growing, getting larger and larger until The Contessa had left him gifted with a massive tool.

"Heh," the Contessa smiled at Rarity. She flicked Humdrum's chin before pushing him over to her. "You two know what to do."

Indeed they did. Humdrum set to work unzipping and pulling down his pants, revealing his huge, throbbing equipment for Radiance to see, twitching, pulsing, and its veins flaring up. If she were in a better state of mind, Radiance might have found it disgusting ... but right now, she thought it was the sexiest, most desirable thing she had ever laid her eyes on.

Radiance opened her mouth. Humdrum, deeper into the spell than she was, wasted no time in shoving the tip of his flaring member into her mouth. Radiance grunted, struggling with getting her mouth around it, but she managed, ensconcing it in her lips and beginning to suck on it.

The Contessa turned to Mighty Endowed and the two of them shared a laugh.

"Mmm ..." Radiance moaned, her eyes-lidded. She moaned louder as Humdrum began to buck, his member twitching and pulsing more in her mouth. "Mmmm! MMM!"

It happened. Humdrum released his load, shooting a massive volume of stringy spooge down Radiance's throat.

"MMHPF! FES!" Radiance screamed, tilting her head back as she let his .... glorious equipment feed her his ... delicious spunk. "Mmm ... mmm ..." She cupped her breasts, feeling them grow more and expand in size as her body was filled with hot seed. Her lips thickened.

"Doesn't that feel sooo much better, Radiance?" the Contessa asked. "To just give in ... and suck? To let go? To swallow ... and leak?"

"Yessssss ..." Radiance said, falling onto her plump rear and taking in a deep breath, the taste still fresh on her tongue. She rubbed her breasts, squeezing them to get the milk out, staining her costume. She blinked, and gasped when she saw it; Humdrum's equipment was still firm.

"You know what to do. Have at it," the Contessa commanded them, and both were helpless to resist their impulses as Humdrum moved forward and inserted himself inside Radiance's mouth, shooting another thick load inside her, which she absolutely guzzled, loving every moment of it.

The Contessa let out a curious hum, getting up from her seat. “Actually … you know what? On second thought, Humdrum, that’s enough.”

Humdrum pulled himself free, which wasn’t easy with Radiance trying to maintain the purchase of her lips around his tool. Radiance let out a disappointed groan.

“Dismissed.” The Contessa snapped her fingers, and Humdrum left the room. The Contessa smiled and approached Radiance. “Now, Radiance, swallowing orgasms is plenty fun, but you know what other ways you could have have fun with them? By having one yourself. Pull your pants down.”

“Okay…” Radiance muttered, undoing her belt and pulling down the lower half of her costume. The Contessa licked her lips before getting down, cupping Radiance’s thighs and pressing her mouth to Radiance’s slit. She gave Radiance a light lick.

Can you hear me, Radiance? The Contessa asked in her head.

I can hear you … Radiance murmured in her mind.

Good.

The Contessa proceeded to lick and suck with her thick lips, plunging her tongue deep inside of Radiance. Radiance moaned sharply.

You want to cum, the Contessa told her.

What? No, that’s not … appropriate for a lady. Oh, but it is, Radiance! You want to cum. You want to pour it down my pretty little throat. You need to cum. It is, after all, what a proper lady would do ...

Radiance moaned, her eyes shut. She panted and bucked forward, lifting the Contessa up slightly. She kept pushing forward, eventually shoving the Contessa down on her back, Radiance on top of her. She panted and drooled as the Contessa’s probing brought her to orgasm, her body shaking as she sprayed her feminine load down the Contessa’s throat, Radiance’s perky tits bouncing up and down as she rode it out.

Yes, Radiance thought, I want to cum. I need to cum. It feels so good to cum … she continued panting. She wanted to cum all over the Contessa’s pretty, pretty throat, despite knowing how orgasming would put her completely under the Contessa’s control.

“Ooh! Yes! YES! Contessa, everything is so clear now! I - I belong to you now. My tits are yours to squeeze! My nipples are yours to suck! My - my cum… yours to swallow.”

The Contessa moaned, a lump in her throat, and she groaned in pleasure as she swallowed. She popped her mouth off Radiance and licked her lips again.

“That’s right,” the Contessa said. “Mmm … your orgasm tastes wonderful, Radiance. Then again, what else would I expect from the sexiest of the Power Ponies?”

“Oh, you!” Radiance waved her hand before turning shy. “Um, could I ask you to do that again?”

“No. But I will do this.” The Contessa smiled. She took her breast out and aimed her nipple at Radiance, then squeezed, squirting a jet of warm milk right into Radiance’s entrance. Radiance moaned, and was left there drooling, the milk overtaking her and making her slit drip her sweet fluids.

Matter-horn grunted, her body dragging across the asphalt as she was sent flying from Power Girl's latest blow.

"Ugh..." Matter-horn grunted, pushing herself up. A beeping came from inside her costume. "Ugh!" Groaning, she whipped out her phone and answered it. "What is it, Mayor?"

"Well, I know you and your Power Ponies are probably still busy with Power Girl... I heard she was the source of the earlier disturbance?"

"Yes, Mayor, she is."

"But, um, if you're not too busy, could you send one of your Power Ponies away to investigate? A string of thefts has been cropping up all over town."

"Really?" Matter-horn rubbed her chin, thinking. "Could you tell me what was stolen?"

"Lots of things," the Mayor said. "Let's see, some tanks - water tanks, not the cannon things with the treads on them - some piping for the tanks, some industrial-strength mixers, a mister ..."

"What could anyone possibly do with all of that? Oh well. Don't worry, Mayor." Matter-horn narrowed her eyes at Power Girl. "We're on it." She hung up.

"Girls!" Matter-horn shouted. "I think something bigger is going on here! The Mayor just called me and told me about these thefts occurring all over town! I think Power Girl might be a diversion!"

"Yeah? Well if she is, she's a very good one!" Zapp exclaimed, trying to hit Power Girl with a thunderbolt to the back. Power Girl flew up and slammed her fist into Zapp's face, knocking her down to the ground.

"We need to split up! Get her distracted somehow!" Matter-horn looked around. "Oh, I wish Radiance were still here! She'd be able to help! Let's go, Power Ponies!"

Matter-horn turned and started running down the road.

"Oh no you don't!" Power Girl's eyes flashed with red, and she fired a heat beam straight in front of Matter-horn's path. She noticed Zapp trying to fly away and took in a deep breath, using her Kryptonian ice breath to blow Zapp back down.

Saddle Rager and Mare-velous hid behind a car, Saddle Rager shivering with fear. Mare-velous stepped out and twirled her lasso. She wrapped it around the car, and swung the car around on the rope before hurling it at Power Girl.

"Ha. You really think this is going to stop me?" Power Girl asked.

"Doesn't have to. Now, Fili-Second!" Mare-velous shouted, smiling.

"What?" Power Girl asked. She saw Fili-Second speed by in a streak of light and growled. "I can't let her escape! It'll displease Mistress!" Power Girl flew in Fili-Second's direction, only to be stopped when the flung car slammed into her. With her alien strength, she had no trouble punching the car through the bottom, smashing it in half with ease, the broken halves falling and impaling themselves on the concrete. But Fili-Second was nowhere to be seen. "No!"

"Okay, girls!" Matter-horn pumped her fist. "Now we got her! ... I think."

"Aside from the fact we're down two of our members, and she's still a Kryptonian?" Mare-velous said.

Matter-horn blinked. She offered Mare-velous a nervous smile. "Uh well, I'm sure if we just think positive, we can think of something!"

"That's your answer? 'Think positive'?"

"Mare-velous, before this turns into an argument, you should really be focusing on Power Girl."

"So should you!"

"No, really, she's coming right towards you."

"Huh?" Mare-velous asked, dumbfounded when she saw Power Girl's bobcut hair coming towards at full speed. Power Girl slammed her fists into Mare-velous' midsection, sending her flying into a wall.

"Why didn't you do something?" Mare-velous snapped at Matter-horn.

Matter-horn shrugged. "I was distracted? Heh heh ..." Her laughter grew more nervous when Power Girl turned her attention on her. Matter-horn put on a serious face and clenched her fists, firing a beam of frost at Power Girl, slowing her down by covering her body in a coat of ice. The frostbite reduced her speed, but Matter-horn knew it wouldn't delay her for long. She had to think of a new plan, and fast.

Fili-Second zipped about the city, trying to find a lead into the string of robberies. She got a preeetty good lead when she saw a line of people, male and female, carrying stolen wares with their price tags still hanging off them, marching up to a building.

Fili-Second hid behind a dumpster, narrowing her eyes. She reeled back when she recognized the woman attending the door, with her boobs hanging out indecently from her leather suit - the Contessa, with a catwoman Fili-Second didn't recognize next to her.

"The Contessa?" Fili-Second asked. "But I thought we'd beat her already!"

"Yes, yes. That's it," the Contessa cooed, pointing her finger and directing the line of thralls into the building. "Take the parts up to the top of the building, my slaves. Don't worry. There will be a reward for each and every one of you when you're done." As she spoke, she leaned and cupped a strapping young lad's chin before directing him into the building's entrance.

"I need to tell Matter-horn about this!" Fili-Second got out from behind the dumpster and ran off back towards the street where the Power Ponies were on.

The pink flash left in Fili-Second's wake did not go unnoticed by Mighty. "What was that?"

"Oh, just one of those Power Ponies catching onto our little scheme." the Contessa said. "Pay her no mind. It's almost already too late anyway, and if they do get here, we have an ace up our sleeve ..."

"Matter-horn!" Fili-Second shouted, waving her arms as she ran towards them.

"Little busy here, Fili-Second!" Matter-horn grunted, pouring all of her strength into keeping Power Girl at bay with her ice beam.

"This is important!" Fili-Second said. "I think I know what's going on! The Contessa's escaped from prison! I think she's the one behind all this!"

"Again?" Zapp asked. "You'd they'd have learned how to keep her locked up after last time ..."

"Of course," Matter-horn said. "It makes sense. Hypnotizing a busty superheroine like Power Girl to be a distraction for us is just the sort of move the Contessa would make! Why, it practically reeks of her! It has all her trademarks - boobs and unexpected cleverness."

"I AM MORE THAN MY CLEAVAGE!" Power Girl roared, pushing through Matter-horn's ice beam and punching her, sending Matter-horn flying. "Dang it, why doesn't anyone ever understand that? I'm a hero, too! I'm a Kryptonian! A super-woman! I'm just as strong as Superman, maybe even stronger! Have you seen these guns?" Power Girl flexed her biceps. "A virtual god! So why is it that all anyone ever cares about is what's on my chest?"

"I'm-I'm sorry, Power Girl. I didn't mean it that way," Matter-horn said. "I was just making an observation and a conclusion based on past precedent. The Contessa probably doesn't see you as more than a busty body to throw at us, but we know you're more than that. Don't we, girls?"

"We do?" Zapp asked, reprimanded by Mare-velous hitting her in the elbow. "I mean, of course we do!"

"Really?" Power Girl asked, self-consciously covering her chest and smiling. "You mean it?"

"Of course." Matter-horn said. She cautiously approached Power Girl. "So ... can we be friends?"

Zapp glanced between Power Girl and Matter-horn. "Wait, what? Just like that, it's over!"

"Yes, Zapp." Matter-horn replied. "Because I'd bet anything Power Girl doesn't actually want to fight us, the Contessa made her do it. And we started breaking the trance, didn't we?"

Power Girl smiled and reached to take Matter-horn's hand, but before she could, she covered her head, letting out a scream and falling to her knees. "AAAGH!"

"PG?" Zapp asked, the Power Ponies running up to help her.

"The... what'd you call her, Contessa? She's still... in my head!" Power Girl screamed, falling down on her hands and knees. "Telling me to attack you... to suck... to leak..." Power Girl let out a moan as dark spots appeared on her leotard.

Matter-horn glanced at the other Power Ponies. "Okay. Power Girl? You're... well, you're a pretty big threat if left unchecked, so I'm going to tell what I'm going to do." Matter-horn put her hands on Power Girl's shoulders. "I'm going to try and teleport you somewhere to keep you contained until after the Contessa is dealt with. After we deal with her - and we will deal with her, we'll come back for you, okay?"

"Okay." Power Girl nodded. "I understand."

Matter-horn tensed her grip on Power Girl's shoulders. She focused her magic, and the two of them disappeared in a flash of light.

They rematerialized halfway around the world, by the Arctic ice caps - Matter-horn hoped she had gotten the right ice location, and she could trust that leaving Power Girl would eventually draw the attention of other Kryptonians. Much to both her and Power Girl's displeasure, she had teleported them beneath the sea, submerging them both in sub-zero arctic waters without sufficient protection.

Doubly unfortunate for Matter-horn, the Contessa had reestablished her hold over Power Girl, who growled and punched Matter-horn in the stomach. Matter-horn groaned, clutching at her stomach as she floated. She observed Power Girl do seemingly nothing, but realized she was using her heat vision to boil the water when she heard bubbles popping around her.

Matter-horn swam up, splashing out of the water and gasping for breath. Power Girl grabbed her by the leg. Matter-horn tried to break free, before remembering Power Girl's strength made it almost impossible.

Matter-horn glanced down. She took aim and fired an ice beam, freezing the water around them and encasing Power Girl's arm in ice. Power Girl reeled back, clutching and wincing at her frozen arm, and Matter-horn was able to teleport out without bringing Power Girl back with her.

Matter-horn appeared in the street before her fellow Power Ponies, her costume soaked and dripping wet with ice-cold water. But she couldn't let that bother her now, even with the various health risks it posed. She was a superhero, darn it!

"Okay, Ponies!" Matter-horn said. "Let's pony up and move out! We need to move quickly. Dropping her in the Arctic won't keep Power Girl away for too long. She'll make her way out and fly back. We have to beat the Contessa before that happens, understand?"

"Right!"

"Let's go!" Matter-horn ordered, pumping her fist up. "Fili-Second, lead the way!"

The Power Ponies arrived at the hideout, finding it guarded by the people the Contessa had hypnotized.

"What do we do?" Zapp asked. "We can't just take them all out. They're innocent people! Civilians! It's not their fault Contessa brainwashed them."

"I've got an idea," Mare-velous said. "Fili-Second?"

"Yes, Mare-velous?" Fili-Second saluted and stood at attention.

"Get ready." Mare-velous swung her lasso around and tossed it, hooking it around the guards standing outside the door. It caught the attention of the rest of the guards, who poured out of the building's entrance. "Now!"

"Got it!" Fili-Second ran forward and began picking people up, one by one, taking them into her arms and carrying them to somewhere else where they couldn't do any harm. It took a few minutes, but she eventually got every one of them.

"Nice work," Matter-horn complimented. They moved into the building, encountering no resistance from the first floor, and made their way up the stairs.

"Really nice work," Matter-horn said as they came up the flight of stairs. "Now all we need to do is just stop the Contessa!"

"I think not, darlings. That won't be happening. Not if I have anything to say about it."

The Power Ponies stopped and froze in fear.

"Radiance?"

Radiance, their friend, was standing in a doorway in front of them with her hands resting on the frames. She had changed her costume, replacing it with a black bodysuit rather like the Contessa's, with yellow bands around the ends of her sleeves and leggings, and matching shoulder pads of the same color, with a black domino mask. Her body was also changed, bearing an hourglass figure with incredibly wide and curvy hips, huge boobs that could make Power Girl jealous, and a thin flat stalk of a stomach which should have snapped between the two, along with purple-tinted lips far thicker than anything Rarity could do with mere lipstick.

Radiance put a hand to her mouth and let out a laugh. "Oh hoo hoo ha ha ha! Looks like you need an update, darlings." Radiance rested her head back against the door, pulling out a rose and sniffing it. "I go by Rapture now. I'm the Contessa's right-hand woman, and I'm afraid I simply cannot allow you to pass. Hiyah!"

Rapture threw the rose into the center of the room. The rose stuck itself into the floor, standing upright, and hissed as it puffed out a pink gas.

The Power Ponies coughed and covered their mouths with their arms.

"Radiance... what have they done to you?" Matter-horn asked. "Zapp, clear the room!"

Zapp held up her amulet and summoned a gust of wind to blow the smoke out. Rapture covered her face as the smoke passed by her, and when it was gone and safe to do so, she let out a growl, baring her teeth.

"Let's see..." Rapture scanned the room. "Which of you should I take out first? Who presents the greatest chance of ruining my Mistress's plans?... First Fili-Second, then Zapp, then Matter-horn, in that order."

"And what is your Mistress' plan?" Matter-horn asked.

"Come over here. I'll whisper it to you..." Rapture crooked her finger.

"Uh-huh. Nice try. Not falling for that." Matter-horn created fires in her hands. "She may be our friend, but as long as she's under the Contessa's control, she's no different from any of our other enemies! Take her down, Ponies!"

Zapp aimed her weather amulet. Rapture used her powers and created a gigantic fist, slamming it into Zapp and punching her through the wall.

"Ugh..." Zapp groaned, pushing herself out from the wall. "Hey, how come she's not this effective at fighting when she's on our side?"

Rapture took offense. "I heard that!"

"I'm on it!" Fili-Second announced, running towards Rapture before Matter-horn could stop her.

"Fili-Second, wait! That could be exactly what she wants!"

"And indeed it is!" Rapture flashed a killer's grin. She waved her hand, creating a wall in the center of the room, separating Fili-Second from the Power Ponies. Fili-Second came to a stop, worried. She should have kept moving, as Rapture summoned a board up from the ground and slammed into Fili-Second's back, chains appearing on the board and restraining Fili-Second's wrists and legs.

Rapture unzipped her costume, exposing her ample breasts, enhanced by the Contessa's milk.

"Ooh..." Fili-Second's eye dilated, basking in their grow. "Nice... round... boobies."

"No! Fili-Second, don't look at them!" Matter-horn narrowed her eyes and fired a green laser into the wall, but the wall was too strong for it.

Rapture let out a laugh at Matter-horn's futile efforts before turning her focus back to Fili-Second. "Don't listen to them, Fili-Second. You can look if you want to." Rapture swept her hand across her chest.

"I can look if I want to..." Fili-Second repeated.

"Yes." Rapture hissed, inching closer towards Fili-Second, presenting her breasts to Fili-Second's face. "You can look if you want to... you can suck them if you want to... and do you want to suck them, don't you?"

"Yes, I... I do want to suck them." Fili-Second said.

"NO!" Matter-horn banged her fist on the wall.

Rapture brought her arms together on the sides of her boobs, squeezing them together and shoving both of her nipples into Fili-Second's mouth, shooting a massive stream of milk inside. Fili-Second moaned as she gulped it down, her eyes losing focus.

Matter-horn fired another blast, shooting out a jet of flame from her visor into the wall. Rapture held out one hand and kept the wall stable, keeping it from melting under Matter-horn's blast. Zapp tried to take the wall out with a lightning bolt, but the wall shrugged that off as well.

"Now it would be a really good time to get angry, Saddle Rager!" Zapp insisted.

"Ooh! I can't!" Saddle Rager squealed, cupping her cheeks. "I'm too worried and scared about Fili-Second!... and also slightly aroused!"

"For the love of..." Matter-horn slapped her face. "Why do I get into these situations? I need to retire..."

Rapture's confident laughter filling the room, Matter-horn and the other Power Ponies could only watch as Rapture pumped Fili-Second full of her milk, Fili-Second's breasts swelling up like dough and bursting through her outfit in record time, bouncing and flopping up and down as they escaped their latex bondage. Rapture dismissed the board holding Fili-Second captive, it no longer necessary. Fili-Second slid down to the floor. Rapture took her boobs out of Fili-Second's mouth, a thin strand of drool connecting her nipple to Fili-Second's mouth.

"Do you like that?" Rapture teased. "Does it feel good?"

"Feels sooo good... feels fantastic." Fili-Second moaned.

"Wouldn't you want to share these good feelings with others, Fili-Second?"

"Yes..."

The Power Ponies' eyes widened as they realized what Rapture intended to do.

Rapture dismissed the wall. "Then do so."

All the Power Ponies saw were streaks of light, accompanied by the feeling of sweetness on their tongues, as Fili-Second zipped about the room, stuffing her boobs into their mouths and shooting out a squirt of milk inside before departing and moving on to the next Power, before coming back again for a second round. Mare-velous shuddered and shook her head. She had never experienced getting a high-velocity boob smacked against the side of her head before.

"Doesn't that feel better, darlings?" Rapture asked, striking a pose and kicking her leg out.

"Yes..." Matter-horn moaned, her arms going slack, milk dripping off her hanging tongue. "Feels... so good..."

"Feels fantastic..." Mare-velous added.

"Wonderful..." Saddle Rager contributed. "I want more..."

"Excellent." Rapture clapped her hands. "Now, if you'll follow me upstairs, darlings, I have something I want to show you."

"Yes, Mistress Rapture!" The girls chimed in unison. They followed Rapture up the stairs to the roof, giggling as they got a good view of her rear. Rapture noticed and put on a show for them, strutting her stuff as they walked up the steps.

"Enjoying the view, darlings?" Rapture asked, shaking her hips.

"Oh, yeah." Zapp said.

"Well, here we are!" Rapture said, holding her hands up and out in a dramatic fashion as they reached the rooftop, where the enslaved minions of the Contessa were hard at work putting together some sort of machine.

"Oh, Mistress Contessa, dear!" Rapture said, twirling around one leg and putting her hands together by her head. "I have something for you. The Power Ponies, as you requested!" Rapture gestured to them.

The Contessa took her attention off the machine to inspect them. She walked up to them. "And you're sure you've entranced them totally?"

Rapture nodded. "Yes ma'am."

"Hmm." the Contessa put her hand on Zapp's cheek. She swept her finger across Zapp's chin. The Contessa reached into her suit, pressed her finger against her nip, squirting out some milk, and then held the milk-soaked finger up to Zapp's mouth. Zapp's tongue flicked out in an instant, almost as if she were a frog acting on instinct, and licked the Contessa's finger, swirling around it to lick the sweet nectar up.

"Hm-hmm." The Contessa chuckled. "Good enough for me." She tapped her finger to Zapp's nose, leaving a drop of milk on it. For the next several minutes, Zapp would be occupied with trying to touch her tongue to her nose to lick it up.

The girls the noticed Humdrum standing some distance away, his enlarged tool still pulsing and throbbing from inside his pants. There were a selection of other males gifted with the same enhancements, including that young prison guard who just couldn't seem to get away from the Contessa's plans.

"Humdrum?" Matter-horn asked in concern.

"I don't know what's going on with them, but I want it." Mare-velous said.

"Yes, yes, knock yourselves out, if you want," the Contessa waved her hand dismissively.

The Contessa walked back to the machine, standing next to Mighty Endowed. "Allow me to explain to you my grand plan, my master stroke."

"We stole all the necessary components, and once we complete the machine..." The Contessa said while Mighty bent down and picked up an aluminum tube with a suction cup on it. "Mighty will hook these up to my breasts, and the machine will nurse my boobs, sucking my milk out, and will begin to mix the milk up and evaporate it, and from there." the Contessa continued. "The machine will pump the vapor containing the milk into the atmosphere, where the machine will generate clouds and create a thunderstorm, which will then rain down droplets with the chemicals of my milk mixed in on all of Maretropolis, and eventually the entire continent! Maybe even the world!"

"So that's what you needed the industrial mixers and mister for..." Matter-horn murmured.

The Contessa slid her hand across a side of the machine. "Soon, all of Maretropolis will be bathed in a rain of my milk... and everyone inside will be my slave," the Contessa stretched herself across the machine, posing seductively and straddling it. "Wouldn't that be wonderful?"

"No! That will be horrible!" Matter-horn shouted.

The Contessa sat upright, glaring at Matter-horn. "Evidently, you're not quite as entranced as I'd like you to be. Rapture?" The Contessa snapped her fingers. "Figure something out for her."

"With pleasure, milady. " Rapture got behind Matter-horn and wrapped her arms around Matter-horn's shoulders. Matter-horn tried to struggle and fight back, kicking her legs out, but Rapture was able to force her onto her knees.

Rapture held Matter-horn by the head. She smirked before shooting out a splash of milk from her boobs, spritzing her product all over Matter-horn's hair and the back of her neck.

"Ew!" Matter-horn groaned, before moaning as the milk soaked up into her scalp, going directly into her brain. "Oooh ... oooh ... ooh ..."

"We'll figure something for her, alright," Humdrum said, walking up to Matter-horn and taking out his enhanced member. He shoved it into her mouth, forcing her to swallow as he unleashed his hot load of steamy, burning seed down her throat. Matter-horn's cheeks turned the brightest red her skin could manage, but she lovingly swallowed and gulped up the spunk as it made its way down, wriggling with pleasure as she felt her boobs swell up to the size of watermelons.

"Now!" The Contessa spun around, kicking her leg out. Even though she was enjoying the show, she needed to take care of business and get her work done. "Is the machine ready, my servants?"

Two workers saluted. "Ready, Contessa!"

"Excellent!" The Contessa lifted up the two tubes and plugged them into her chest, moaning when she felt the suction cups grip them firmly. "Mighty Endowed ... I'd have never gotten this far without your help. You should have the honor of activating the machine. Of bringing us into our new world!

My world."

"It would be an honor indeed." Mighty Endowed pulled a lever and flicked a switch. The machine started to hum. The suction cups inflated and deflated in and out, nursing Contessa's breasts and pulling her milk out. The Contessa moaned, cupping her boobs as they were stimulated.

The Matter-horn watched in awe and horror as milk filled up the containers of the machine. Pumps started to pump, gears spun and ground against each other, and pulleys pulled. A surge of electricity coursed through the machine, and a thin, white mist rose up from coal pipes. The mist expanded further, flying up into the sky and intertwining, forming a dark storm cloud which began to spread over the city, increasing in size and covering the city's skyline in shadow. Another mist rose up and formed another cloud, and another, and another, until there were enough clouds to cover the whole city.

"No ..." Matter-horn said, getting to her feet. A quick squirt from Rapture's spasming breast to the back of her neck swiftly put her back on her knees.

"Yes," the Contessa hissed.

There was a thunderclap which blanketed the city in its light before the rain began to fall. It was weak and tiny at first, letting out a small drizzle at first, but it grew stronger, pouring slender drops of milk everywhere around the city, coating the buildings and cars and even the fire hydrants.

"Yessss!" the Contessa hissed, a crazed gleam in her eye. "I can feel it working already! I can feel it spreading ...."

Far, far away on the island of Themyscira, home of the Amazons, the Amazonian heroine Wonder Woman was sparring with a partner with staves before stopping when they noticed the sudden shift in the weather.

"The mages didn't predict a storm today," Wonder Woman's sparring partner said.

"I suspect it's because there wasn't supposed to be." Wonder Woman said, turning to face the storm head-on. She became confused when it rained on them, covering them with milk.

"What is this?" Wonder Woman asked, wiping the liquid off her shoulder. "It... smells lovely." Wonder Woman started to wobble on her legs. Despite a voice in the back of her head screaming at her not to, and that it wasn't safe to do so without inspecting it first, Wonder Woman opened her mouth and popped her finger in, licking the substance up.

"I think it's... milk?" Wonder Woman asked. "But it tastes so different from any milk I've ever tasted... and so much better, too." Wonder Woman closed her eyes and opened her mouth, letting the milk rain drop into her mouth.

"Mmm!" Wonder Woman crossed her arms, feeling a swelling in her boobs. She tore off her armor to let her breasts droop and flop freely, turning to her sparring partner only to see she had the same idea already, her own armor tossed onto the ground.

They both wanted to move over and begin suckling the milk out from each other, but they were overwhelmed by the pleasure in their bodies and dropped onto their knees before falling down, their huge, milk-spewing boobs pressing into and spraying on the sand, turning it into a dark mud.

On an outdoor stage, the magician Zatanna Zatara had been preparing to put on a magic show before the rain hit, dropping right through the cleavage in her suit and onto her breasts.. She moaned and began to rub herself, falling on her back as she rubbed and squeezed her breasts. It would have raised more eyebrows from her audience if not for the fact all the woman in her audience were doing the same, groping themselves, standing up and unbuttoning their shirts and shaking their spheres, letting milk fly up. The reaction from the guys ranged from prudish discomfort to perverted interest, until the milk had rained on them some more.

Then it was all perverted interest.

Starlight Glimmer, Sunset Shimmer, and Trixie were sitting out on a patio, attending their usual 'reformed villain' round-up, and were just as confused as anyone when the milk rained on them.

"It wasn't supposed to rain today, was it?" Trixie asked.

"I don't think so..." Starlight answered, groaning as the rain soaked her hair. She reached up and pulled out her ponytail, letting her hair hang loose. "Hey... does anyone else notice something looks... off about this rain? Like... it's white?"

"All Trixie can notice is how much better you look with her hair down, Starlight." Trixie rested her hands under her chin, leering at Starlight with a perverted interest. "Say, Sunset Shimmer? Has anyone ever told you what a great bust you have?"

"Why, no!" Sunset said, giggling as Trixie reached her hand over and cupped Sunset's breast. "They should tell me that more often! It is nice, isn't it?"

"What is wrong with you?" Starlight asked. "Why are you acting so strangely all of a sudden?" Starlight tensed up, the milk soaking through her shoulders. "I take it back. On second thought, I'm going to agree with Trixie. You do have an excellent bust, Sunset."

"Why, thank you." Sunset said, smiling and blushing, waving her hand. She pushed herself out of her seat. "Do you want to take a feel?"

"Don't mind if I do!" Starlight got out of her seat and reached over, cupping Sunset's other breast. She and Trixie took turns groping Sunset.

Princess Celestia and two Guards stood on a balcony, surveying the rain coming down.

"I don't remember there being any unusual weather events on the schedule." One of the guards said.

"There isn't." Celestia crossed her arms.

"Well, what's this, then?" The Guard asked.

As the rain fell on them, soaking their hair and shoulders (and Celestia's dress), the three of them shared in experiencing a shiver, letting out moans.

"Ooh..." The Guard groaned. "Why do I suddenly feel so... stiff?"

"You two," Celestia snapped, grabbing them and lifting them both up by the necks, using her natural height over them to her advantage. "Into the bedroom with me, now." She carried them off.

"W-what?" The Guard asked, flailing as Celestia held him like a stuffed toy. "Princess, you can't be implying what I think you're implying?"

"I'm implying exactly what you think I'm implying."

"B-but we can't!" The other Guard said. "Not with you! You're the Princess!"

"Indeed. I am the Princess. And as Royal Guards, are you two not sworn to do as I say? Obey my commands, heed my whims?"

The Guards sighed, realizing there was no way they could get out of this. "Yes, Princess."

"Good."

Celestia reached her bedroom and threw the Guards onto her bed, placing them side by side. She jumped up on top of them, making the bed shake. She pulled down and yanked off her dress, letting the Guards see her dripping breasts.

"Pucker up." She told them before bending forward and shoving her breasts into their mouths, pumping her milk out into them and moaning. "Ooooh ..."

"Yessss!" the Contessa cheered, curling her fingers into a fist.

"No..." Matter-horn muttered. She climbed to her feet, Rapture feeling no need to put her back down this time. She crawled the edge of the fire exit.

"Come on, Power Ponies!" Matter-horn weakly pumped her fist, trying to rally her friends together. "We can still stop this! If we all work together, we can ... we can still beat her! We can still win!"

"Oh, I don't know, Twilight." Saddle Rager said. "I don't think it's so bad."

"But ... but, Saddle Rager! .... Fluttershy! You can't really be accepting of all this, can you?"

"You should calm down, Twilight," Fluttershy said. "Here." Fluttershy pulled down on her Saddle Rager vest, revealing her bosom. "Have some milk. Relax." Fluttershy pressed her breast into Twilight's mouth and pinned her against the fire exit, pumping milk into her mouth. Milk splashed out from Twilight's mouth, getting all over her chin and Fluttershy's nip.

"Mmm! Mmh!" Twilight moaned and grunted, struggling for air. Sensing her difficulty breathing, Fluttershy removed her breast to let Twilight catch some fresh air.

"There. Does that feel better?" Fluttershy asked sweetly.

"Uh... sure. Um, Fluttershy?"

"Yes, Twilight?" Fluttershy asked seductively, making bedroom eyes at Twilight.

"Please forgive me for this."

Twilight fired an ice beam up, right into Fluttershy's face. It encased her head in a block of ice and she stumbled backwards, Zapp and Fili-Second rushing to catch Fluttershy before she fell over.

Twilight got to her feet again and ran towards the machine. "Oh, I'm gonna hate myself for this in the morning!" Closing her eyes, Twilight aimed down and fired an ice beam at her own body, covering her torso and boobs with ice and frost.

"Ha!" Twilight breathed a sigh of relief as the frostbite began to numb the feeling from her breasts. "That's better! Contessa!" Twilight stomped in front of the Contessa. The Contessa turned towards her.

"I figured out a way to beat your little scheme!" Matter-horn boasted. "With all this ice covering my body, it cuts off the sensation from my boobs - SWEET CELESTIA THIS IS COLD - thereby reducing the effects your powers and milk have on me! Almost making me immune to them, I'd wager! Your scheme ends here, Contessa. Do you want to come along quietly, brrrr! ... Or we are gonna do this the hard way?"

The Contessa grinned.

"Why are you smiling?" Matter-horn asked.

"Because, Matter-horn, being desperate enough to freeze yourself to keep yourself from any ... pleasurable sensations is actually a decent plan, if I say so myself. But there's one thing your plan didn't count on." The Contessa pointed at the sky.

Matter-horn turned around. "Oh no."

Power Girl had returned, and at the worst possible time, and based on the anger in her eyes and grimace on her face, she was still under the Contessa's control.

This proved not to be the case. Matter-horn’s heart skipped a beat when Power Girl flew right past her, giving Matter-horn a wink as she did. Power Girl flew straight at the Contessa, punching her into the gut and knocking her onto her back.

“The buck stops here, Contessa,” Power Girl said, folding her hands across her hips and floating above Contessa.

“That’s what you think! But I won’t let this victory slide so easily!”

“No!” Matter-horn shouted, reaching out as Mighty Endowed jumped up and tackled Power Girl, forcing her massive breast into Power Girl’s mouth, milk spraying and splashing everywhere as Mighty pumped Power Girl full.

“Ugh…” Power Girl groaned, retaining enough wherewithal to toss Mighty off before floating to the ground, stunned.

"Good," the Contessa said, getting back on her feet. She pointed a finger at Power Girl, and directed towards Matter-horn "Power Girl, proceed."

Power Girl let out a sigh, clearly looking forward to this. She flew towards Twilight and smashed her fist into Twilight's stomach, shattering the vest of ice she'd been wearing and knocking Twilight onto her back. She pulled down her leotard and got on top of Twilight, straddling her stomach, and pressed her massive boob into Twilight's mouth, shooting milk inside her. Twilight winced, closing her eyes and trying to focus on something, anything but the delicious milk being poured inside of her.

Power Girl stopped, satisfied, and lifted up off Twilight.

"I think we need to up the ante with something a little more... coarse," The Contessa said, "Oh, Humdrum!"

Twilight's eyes widened. She was in no hurry to be brainwashed by swallowing more of Humdrum's vulgar fluids. "No! No! Uncle! Uncle!"

Twilight crawled forward, going over to the Contessa, falling on her hands and knees and prostrating herself.

"I give up." Twilight hung her head. "You win. You win."

"That's right. I win." The Contessa bent over, the tubes of the machine flexing with her, and tapped the tip of her finger to Twilight's chin before flicking her head. "You poor, pathetic Power Ponies never had a chance. I can only say the last time we fought, I must have been having an off-day, because defeating you was so easythis time! Ha ha haha ..." The Contessa laughed and turned back to the machine, letting it pump her.

Twilight, in despair, began to run through the list of things she would need to know and do to be a good little milk and boob slave in the Contessa's new world order. Most of it she figured she could deal with, given time to adapt and adjust, but there was one burning question which popped her into her mind which she couldn't answer for herself.

"I do have one question, though."

"And that is?" The Contessa asked.

"What about the children?"

The Contessa blanched. "I'm sorry? The ... children?"

"Yeah," Twilight said. "You know... the children who are still going to need be taken care of in your new fancy world? They'll still need parents, roofs over their heads, good education ... and you found a way to have this machine make an exception for children, right?"

The Contessa grimaced.

"You... you did childproof it?"

"Uh... uh... Mighty!" the Contessa snapped.

Mighty Endowed walked up to the Contessa and saluted. "Yes, boss?"

"When you were designing this machine, you did childproof it, didn't you?"

"Um ..."

"You did childproof it, right!?" the Contessa shrieked, growing distressed.

"I-I don't know!" Mighty said. She started grabbing around, trying to find where the machine's blueprints went. "Let me check the schematics!"

Twilight, sensing a weakness she could capitalize on, decided to push and press the advantage and needle the Contessa.

"Of course, there's all the children who would be out at parks." Twilight said. "Out skating and surfing ... all the teenagers who had been wanting to fool around will be happy, though. But what about the good little girls who took vows of celibacy until marriage? Think of all the schoolchildren."

"Schoolchildren?" the Contessa repeated.

"Uh-huh. Think of all the mothers and fathers who suddenly can't take care of their kids because they're busy suckling mommy's bosom ... think about the kids who don't understand why parents suddenly aren't paying any attention to them. Goodness, think about the families they were enjoying nice quiet days in the park, when their parents suddenly stopped and decided having sex was important! Maybe even right in front of them! Oh ... oh, goodness me. Think about the babies who were outside in strollers when your rain hit."

"Babies?" the Contessa squeaked.

"Uh-huh," Twilight said with a smirk. "Babies."

The Contessa turned mute for a minute.

"Shut it down."

"What?" Mighty Endowed balked. "But we've won! You can't expect us to be so close to having the world in our grasp and then go back and -"

The Contessa grabbed Mighty Endowed by the shirt and shook her. "SHUT IT DOWN NOW!" She pushed Mighty Endowed away and ripped the tubes off her breasts, letting them fall to the ground, the milk still inside pooling on the floor. The Contessa, feeling ashamed of herself, zipped up her costume to cover her chest. She kicked the machine, soon regretting it when it only resulted in hurting her foot. She walked over to the machine's controls and flicked the switch back and pulled the lever.

The Contessa walked away from the machine, going to the edge of the building and sitting down, cradling up. She grabbed the edge of her domino mask and peeled it off, dropping it next to her.

She cried a little, sniffing. She turned to the machine and snapped her fingers. Power Girl began punching the machine, smashing it and tearing it apart.

Twilight got to her feet. She walked over to The Contessa and sat next to her.

The Contessa buried her head into her legs. She sniffed. "Children ... children." The Contessa lifted her head up and turned to Twilight. "Think about all those poor kids... who... who had these funny feelings that they can't explain. I... I feel bad for them."

"I feel bad for all the parents who are going to have to try to explain everything when this is over and your storm fades away." Twilight said, prompting the Contessa to chuckle.

"I feel horrible," the Contessa said. "I mean, I'm... I've been a pretty bad villainess, huh? I'm a sexy, naughty, trouble-making dominatrix... But children... children ... I'm-I'm not some sicko psycho."

"It's... not your fault." Twilight said, trying to comfort her. "Well, okay, no. Actually it is completely your fault for not checking if your machine was childproofed in the first place."

The Contessa sighed. "Yeah... Twilight, is it?"

"Yes?"

The Contessa stood up and presented Twilight her hands. "I'm ready to go back to prison now. I deserve it. I've been a bad, bad girl ... I ... I'll help you undo all my brainwashing, I'll give you a list of the items I stole and where they came from. Everything."

"I guess now it would be a good time for you to go back, huh?" Twilight asked.

"Are you kidding me?" Mighty Endowed protested, marching up to them. "You can't do that! We were so close to claiming victory! Beautiful, busty victory! Heck, we already had it, and the only reason we lost it was because you got soft at the last minute!"

"Nina, do you mean to tell me you're fine with causing sexual urges in children?"

Mighty Endowed made an 'o' with her mouth. "Um... no, that's not... remotely what I meant to say. I'm just more upset over you forfeiting and throwing away our hard-earned victory! We could have figured out how to make the machine child-safe, and that's even assuming it wasn't already! I never did find those schematics..."

Mighty Endowed was tapped on the shoulder. She turned around and feared for her life when she saw Power Girl looking at her with clear eyes.

"Yeah. Hi."

Power Girl slugged Mighty hard, knocking her out cold.

"Finally." Power Girl shook her hand. "I thought she'd never shut up. These supervillainesses, all they care about is their bodies. They're all so obsessed with boobs and cleavage and leather suits. There's more to a woman than just her chest, people!"

Twilight and the Contessa looked at each other. They chuckled.

"Alright, Contessa, let's get you behind bars before you change your mind."

"Let's." The Contessa looked down. "Twilight? Please." She offered Twilight her hand. "Call me Penny."

Twilight was surprised, but she gave a smile and shook Con - Penny's hand. "Okay, Penny."

So, with some help from some other superhero friends, the Power Ponies were once again cured from the Contessa's brainwashing, and it went much smoother and faster with Penny Pinch's own cooperation. And they decided they would write down what the cure was this time in case this happened again, with Twilight mentally chiding herself for not thinking to do that the first time. After all, supervillains always escaped their prisons.

The Power Ponies stood at the edge of a harbor, with Penny and Mighty Endowed tied to pods, tape wrapped around their chest to suppress them.

"Are you sure you want to do this?" Twilight asked Penny. "You could always try to make amends. It's not too late." Twilight glanced at Mighty, who was growling, hissing, and biting. "Maybe it is for her, but not for you."

"Yes, Twilight, I'm sure," Penny answered. "This is what I deserve. To be imprisoned. And if that means having to go to another dimension to do it, so be it."

"Well," Power Girl said, walking onto the scene. "I'd better get these ladies going and drop them off in the Phantom Zone before they cause any more trouble."

Power Girl flew up and grabbed the tips of the pods, lifting them off the ground.

"Okay!" Twilight saluted and waved them off as Power Girl flew them away. Penny would have waved back, but as she was restrained...

Elsewhere, the various victims were beginning to recover from their haze. Wonder Woman and her sparring partner pulled themselves, wondering why the ground was soaking wet in front of them, before blushing and hurrying to put their armor back on when they realized they were topless. Starlight and Trixie abruptly and suddenly pulled themselves away from Sunset. If she was honest, Sunset, despite being in her right mind, was still a little disappointed. Zatanna's magic show was cancelled, the reason given being "bad weather." And as for Celestia ...

"Princess!" The Guards said.

"Look out the window! The weird rain is gone!" The Guard said. "We don't have to do this anymore!"

Celestia glanced out the window. "Yes, I suppose it is." She turned back to them, pinching their cheeks.

"But just because we don't have to keep doing this, doesn't mean we can't." She said with a lecherous grin. The Guards gulped. They were going to be here awhile ...

Penny Pinch and Mighty Endowed floated on their pods in the Phantom Zone, the pods drifting aimlessly through space.

"Hmm." Penny grunted.

"What?" Mighty asked.

"You know, it's funny ..." Penny said. "At the time, I didn't think I would ever forgive myself for that children fiasco with the machine ..."

"Uh-huh ... annnd?" Mighty asked.

"Now I realize ... I just need to be more careful next time." Penny said.

"Next time? I thought there wasn't going to be a next time. I thought you gave up, turned over a new leaf, Penny Pinch."

"So did I, Nina Dowd. So did I." Penny said. "But you know what?"

Penny Pinch took in a deep breath, letting the milk flow out of her nipples. It ate away the tape, washing the adhesive off the inside edge. Her restraints loosened, The Contessa was able to wiggle her arm free. She pulled at the tape, peeling it off, freeing herself. She jumped up and kicked at her pod, knocking it away.

"I'm bored."

[galecrowleysm]

Most Common Superpower:

Genre: Erotica

Words: 12011

Series: My Little Pony: Friendship is Magic  (Humanized Power Ponies AU)

Synopsis: A new villain with a ridiculous gimmick - the ability to hypnotize people with her chest - appears to menace the Power Ponies. She seems to be dealt with easily enough, but she just might actually be one step ahead of the Power Ponies.

First published on Fimfiction.net in May 2016. 

Radiance stood off to the side at the Maretropolis Bank, idly tilting her body weight from side to side. She and the rest of the Power Ponies had received a tip-off that someone was going to rob the bank today. And the oddest thing was, it was because this robber had called the bank and warned them they were going to rob the bank. What kind of criminal did something like that and warned their victims?

Radiance tapped her foot impatiently. She was getting tired of waiting, and she could see that her presence was making the people attending the bank nervous. She had been here for two hours already, and she had better things to do with her time than wait for a criminal who was never going to show up.

Radiance tugged at the fiber of her suit around her chest. It seemed unusually tight today, clinging to her body and accentuating her curves. Not that she minded, as she appreciated the lustful looks of men who passed her by ... and laughed when they were promptly slapped by their wives for gawking. Still, she'd like to go home and figure out what was wrong it and  adjust so it wasn't so gosh-darn tight.

The doors to the bank were swung open with bombast, slamming against the walls.

"Everybody, freeze! This is a holdup!"

Finally. Radiance thought.

The criminal made her way into the bank, every citizen freezing as they were told, holding their hands up in the air.

Radiance scowled in disgust at the villain's outfit. She was wearing a tight, form-fitting black costume with red patterns on it, with a large upside down V going down the sides of her chest, wearing a red domino mask with her dark hair in a bun.

"Really?" Radiance asked. "Red on black? You might as well have worn a neon sign saying 'Look! I'm a supervillain!'"

The villain stopped and looked at Radiance. She chuckled. "Ah, I know you. Radiance, from the Power Ponies, right? My, you look good in that outfit, dear."

Radiance ignored her compliments, as her heroine training told her to do. "So, what's your handle? What do you go by?"

"The Contessa, dear." The Contessa gestured proudly to herself. "And I guess you're here to stop me from robbing the bank?"

"That's right, I am." Radiance bared her fist.

The Contessa chuckled. "Well, I can safely tell you that's not going to happen, dear."

"And why not?" Radiance asked. "What power do you have that makes you so confident in that?"

"Here's an idea. How about instead of telling you, I ... show you?" The Contessa emphasized her words by pulling down the zipper on her suit, revealing her massive breasts and the tiny detail she wasn't wearing anything underneath. Radiance blushed, mothers in the crowd put their hands over their innocent children's faces to persevere their innocence, and unmarried and married man alike looked at The Contessa with interest.

The Contessa leaped like a jackal and got the drop on Radiance. She shoved her big, heavy breast into Radiance's mouth, which was flooded by a flow of milk from The Contessa's nip.

Radiance's eyes widened, and she felt her body go slack. The milk tasted so good, it robbed her of her will to fight. Radiance closed her eyes and leaned, enjoying the sweet nectar, slurping it up from its source, running her tongue over the mammary tap and licking to encourage more to flow.

Radiance felt her costume get tighter. All of a sudden, it no longer fit. She could feel her caboose growing, the cheeks of her rear swelling up and making the fibers taught. Radiance had always thought she had a soft rear, but now it felt like she had a built-in pillow.

Next was her breasts. Radiance felt her boobs swell up from the surge of milk, each drink causing her to go up half a cup size. Radiance's costume pulled tighter and tauter, the fabric practically squeezing her boobs like a lover. Her boobs were getting huge; at the start of the day, they were above average, but nothing spectacular. Now they were eye-grabbing, jaw-dropping jugs the size of watermelons. And oh, her nipples! She could feel her nipples growing, expanding in diameter, getting thicker and thicker, pressing against the inside of her costume, being pressed up against the threads. Radiance wanted her costume to rip. She wanted her costume to burst, to let out her massive boobs. Bouncy big beautiful boobies like hers deserved to be shared with and admired by the world.

The Contessa let out a laugh, seeing her powers work so easily on Radiance. Her laughter was cut short with a blur came by and knocked her over, pulling her away from Radiance and throwing her to the floor.

"Oof." The Contessa rubbed her head, while Radiance needed a minute to recover.

The Contessa saw Fili-Second standing over her and growled. She got up and prepared to fight, her swinging breasts still spilling milk. Before she land a hit of any kind on Fili-Second, a beam of frost blew in from the doors and bowled her over, covering her body in ice.

"No one does that to my friends." The Masked Matter-horn declared, walking into the building and putting her hands on her hips. The Contessa shivered and bared her teeth at Matter-horn, but was unable to get up and was considered defeated.

The citizens let out a cheer for their heroes for defeating the villain. "Hooray!" Unfortunately, raising their hands up to cheer meant the mothers took their hands off their children's eyes, and they quickly realized their error and went to cover them again.

"You okay?" Matter-horn asked, placing a hand on Radiance's shoulder.

"Yes, I'm fine." Radiance answered, tapping her forehead. "She just got the drop on me, that's all."

"Ooh!" Fili-Second cooed. "Nice boobs, Radiance."

"Fili-Second!" Matter-horn slapped Fili-Second on the cheek for her insensitivity. "Are you okay, though?"

"It's fine, darling." Radiance said. "it ... should go away in a little while. After all, that's how most of these supervillains' powers work, isn't it? They suffer from a lack of ontological inertia and go away after a time."

Matter-horn nodded. "That is consistent with what we've observed."

The police walked into the building. Two of them went up to The Contessa and slapped some cuffs on her before carrying her out the building.

"Nice work, Power Ponies." The commissioner said. "We couldn't have done without ya. If not for you, this trap might not have worked."

"Happy to help, commissioner." Matter-horn said. "Though I still don't understand what was going through her head ... why call ahead and let the bank know she was going to rob it? It doesn't make any sense."

"Eh, criminals are kooks. What can ya do?" The commissioner said.

Radiance looked out the door. "Uh, excuse me, darlings. I'm going to go and say goodbye to The Contessa."

"I'm sure she'll appreciate that!" Matter-horn quipped. She, Fili-Second, and the commissioner shared a laugh.

Radiance went outside, where the cops were guiding The Contessa into the back of a cruiser. They slammed the doors and went into the front seat, waiting for the commissioner before they hauled the crook off to jail.

Radiance walked up to the side of the car, where the window was rolled down. Radiance rested her arms on the inside edge of the car.

The Contessa looked up at her. "Come to gloat, have you?"

"No, no." Radiance said. "It's just ..." Radiance found herself staring at The Contessa's still exposed pale and milky breasts, which the officers didn't think to pull the zipper up on in their rush to get to her car.

"You have such ... lovely milk." Radiance said dreamily. "It ... seems a shame to let it all go to waste in a prison facility."

The Contessa smiled. She looked at the front of the car, where the officers weren't paying attention, instead focusing on answering a trivia game on the radio.

"I won't tell if you won't." The Contessa said, turning to Radiance and presenting her breasts to her.

Radiance licked her lips and rubbed her hands together. Holding out her palms, she used her powers to create two fancy bottles and two disembodied hands. She hooked the bottles up to The Contessa's breasts, flipping their lips over her nips, then used the hands to squeeze, milking her and getting her sweet nectar out until the bottles were full. Radiance took the bottles up and placed them behind her, dismissing the hands.

Radiance poured one bottle into the other and reshaped it. Conjuring and focusing one container was easier than two, after all. Now she just had to make sure she could hide it and maintain it until she got home and could pour it into something more ... permanent. She would hate to lose her focus and drop all the milk on the ground.

"Caramel!" The officer in the passenger seat shouted.

"Pistachio!"

"And if you answered 'Paris,' you were correct!" A voice on the radio said.

"D'oh!" The officers groaned. Radiance and the Contessa looked at them, wondering what kind of trivia program was playing which would lead to them to answer food flavors when the answer was a city. Or they just weren't that bright.

"Hey, the commissioner's coming out of the building. We ought to get to ready to leave." The officer in the driver's seat said.

The passenger office looked over his chair and noticed Contessa's exposed breasts. "Think we should cover those up before he gets here?"

"Uh, yeah, probably."

The officer reached over the chair and pulled up the zipper right as their boss was arriving.

"Good afternoon, Radiance." The commissioner acknowledged Radiance on his way to his car. "Okay, boys, let's get this crook nice and locked up."

The commissioner entered into his car, and he and the other officers took off. Radiance waved goodbye to the Contessa, still hiding the milk bottle behind her back.

Radiance looked down at herself. She noticed it had been a few minutes, but her chest hadn't gone down in size at all.

Hmm. Worrisome, she thought.

At the Power Ponies' mansion, Rarity poured the energy glass into a more permanent bottle. She put on the cap, twisted the lid, and put the bottle into the fridge. Giggling to herself, she closed the door.

"What'cha got there, Rarity?" Rainbow Dash asked, appearing behind the door.

"Oh, nothing." Rarity said. "Just a gift. From a friend."

"Uh-huh." Rainbow Dash asked. "Which friend?"

"Suri Polomare." Rarity answered without missing a beat.

Rainbow Dash blinked. "Okay, I'm just gonna assume you're a little mixed-up from earlier today and that you meant to say Coco Pommel."

Rarity pulled away from the fridge and stood up. She had changed from her Radiance outfit into a green tee and white shorts. Ordinarily, the shirt would fit her fine, but with her breasts now massive, they pulled the shirt up and revealed her midriff, her nipples poking through and giving her a nice underboob.

Rainbow Dash chuckled. "Gee, Rarity. I knew you were vain, but not enough to get implants!"

"She didn't get implants." Twilight said, walking into the room. "She fought a supervillain today who's power made her chest bigger."

Rainbow Dash paused before cracking. "Ha ha ha! Good one, Twi, but you know April Fools was a few weeks ago, right?"

Twilight stared. Rainbow Dash's laughter died.

"Sweet Celestia, you're serious." Rainbow Dash turned to Rarity, looking at her friend with concern.

"Actually, come to think of it, it really should have worn off by now ..." Twilight rubbed her chin.

Rarity shrugged. "Who knows? I'll try to sleep it off. See if that helps. If it's still like this tomorrow, then we can really worry."

Twilight and Rainbow Dash nodded.

Rarity waited for them to finish their business in the kitchen and leave. Once they were gone, she opened the fridge and pulled put  the bottle of milk. She opened it and put it up to her mouth, taking a drink from it. She began to chug it down, but she stopped herself and pulled the bottle away.

"No, no. I only have a limited supply of this." Rarity said, capping the bottle and putting it back in. "I need to savor it. Enjoy it. If i ran out, the only I could get more would be to ... visit her ... in prison."

Rarity slammed the fridge door, mentally chastising herself for even thinking of such a thing. She was a superhero. She couldn't just go into prisons and ask to supervillains because they had milk!

Nice, warm milk, from their ... large, bouncy breasts ...

Rarity shook her head, again chiding herself. "Oh my. I must be delirious. I need to go lie down." After lying down and falling asleep for some time, Rarity had a dream. She was dreaming she was in a warehouse, where all the lights were shot.

She made her way through, putting her hands on the side of the door to help her keep track of her place.

Rarity turned around into a door, coming face-to-breast with The Contessa, who had one exposed breast spilling out of her clothes, even larger than it had been in the bank, the size of a prize-winning pumpkin.

The Contessa shoved her breast into Rarity's mouth, jamming her nipple in, which shot out a steady stream of milk.

Rarity's eyes opened wide on her bed, feeling a tinge in her chest. She sat upright, wrapping her arms around her chest in a futile effort to suppress the feeling, but there was no stopping it.

"Ooh ..." Rarity groaned. "I ... I need something to put this in."

Getting off her bed, Rarity dashed towards the kitchen, rummaging through the cabinets and cupboards, being careful to be quiet to avoid disturbing the others, until she found a large glass mixing bowl

"Perfect." Rarity pulled the bowl out and took it to her bed. There, she pulled up her nightgown off her breasts, then squeezed her breasts into the bowl, where they flattened and squished against the glass.

"Oooooooh ..." Rarity moaned once milk began pouring, streaming, flooding from her oversized boobs. Her eyes rolled back as the bowl filled up, inch by inch, with swirling milk until it was almost full and her boobs had finally tapped out.

"Aah ..." Rarity sighed, pulling her chest halfway out of the bowl, before stopping and deciding to dip her breasts back in the milk again. This time, she pulled them out all the way, admiring the drops running down their slope, and the nice sheen being covered in milk gave them.

"Mmm ... this has to got to stop."

Rarity put the bowl down on her mattress and protectively wrapped her arms around her breasts.

"No. I don't want it to stop."

Rarity looked down at the bowl, watching the milk swim and whirl around inside. She placed her hands on the side of the bowl and looked inside.

" ... I realize I'm probably going to seriously regret this, and this is exactly what The Contessa wants me to do, but I don't care."

Rarity lifted the bowl up to her mouth and tilted it, pouring the milk, where she chugged and gulped her own breast milk down, to the last drop until the bowl had nothing but a scant few drops on the bottom. Rarity let out a sharp sigh, delighted with her milk's taste. She was proud of the fact her milk tasted good. The milk was putting her into a pleasant haze better than anything any alcohol could have given her.

"So ... so good." Rarity moaned, setting the bowl down on her nightstand and lying back on her back. She curled her toes and sighed in pleasure when milk leaked out from her exposed nipples again. They continued, leaking on and off throughout the night ...

At the Maretropolis Supermax prison, The Contessa leaned against the wall. She cushioned her head with her arms and watched and observed as the guards passed her by, waiting for the right one.

No ... she thought, watching one go by who had scars on his face. Clearly not someone to be trifled with, if he was willing to keep working here. Another who was an older gentleman, who would probably be too good to indulge her, even if he were interested in what she had to offer. Ah ... here we go. She thought when, much later, a younger guard passed her by.

"Hey there." The Contessa spoke to him. He stopped by her cell and turned to her.  She went up to the front, putting her hands on the bars. "Are you new here?"

The guard stuttered. "Uh ... we usually make it a point not to answer personal questions from prisoners."

"So that's a yes, then." The Contessa answered. "Because if you weren't, you wouldn't have told me that. You would have just refrained from answering and moved on. But that you told me that tells me it's on your mind, and if it's on your mind, it must be from recent training. Correct?"

"Oh, okay, you got me." The guard sighed. "What do you want?"

"Oh, I just wanted to ask you a favor." The Contessa said. "I was wondering if you could ... look at something for me."

The Contessa pulled down the zipper on her jumpsuit, revealing her breasts to him.  Instantly, the guard's arms went slack and his eyes turned glassy, her breasts reflected in his pupils.

"Yes ... that's it." The Contessa whispered. "Just stare my breasts."

"What's going on out there?" The Mane-iac asked from her cell, pressing her hands to the bars and trying to see what was up.

"Cram it, you." The Contessa barked back. "I don't answer questions from incompetent has-beens!"

The Mane-iac gasped in offense before going to the back of her cell to sulk.

"Now, where were we ... ah, yes, you were telling me how much you loved my boobs." The Contessa said.

"I ... love your boobs." The Guard repeated, getting a smile on his face.

"Yesss. You love my boobs. You love staring at my big boobies." The Contessa said. 'You love to just stand here ... and stare. Let them fill your head. Let your mind be consumed with nothing but thoughts of staring at, of squeezing my enormous boobage ..."

The guard began to reach in to put a hand on the Contessa's chest. The Contessa heard footsteps coming from down the hall.

"Someone's coming." The Contessa said. "I'm going to zip back up, and you're not going to mention this to anyone. But when you have the chance, the next you stop by my cell, you're going to stand there so you can look at my boobs some more. Understand?"

"Uh-huh." The entranced guard nodded.

"Good."

The Contessa pulled the zipper back up on her clothes.

Another guard walked by and noticed Contessa's victim standing there. "Hey man, you okay?"

"Huh?" The guard snapped to and shook his head. "Yeah, yeah, fine ... I must have ... spaced out there for a sec."

"It must be the new job." The second guard put his hand on his coworker's shoulder and turned him around. "Come on. Let's get you some coffee."

They turned and walked out of the hallway.

The Contessa scowled. Apparently, she was going to have to wait to make her escape ... but that was fine. Just fine. It gave the rest of her plan time to progress.

The next day, Radiance’s breasts still had yet to swell down, but she couldn’t deal with it right away. One of the first things she heard upon waking was there was a robbery at the bank.

“I’m on it!” Rarity told the girls. So with a quick adjustment of her costume, she was off to the bank.

Out on the street, the robber, clad in classic stereotype black pants with a black and white striped shirt, ran down the street with a pistol in his left hand and a bag of cash in the right.  He looked over his shoulder and chuckled, glad to see his caper get away scot-free.

He turned his attention to what was in front of him and skidded to a halt, seeing Radiance of the Power Ponies standing in his way, smiling confidently. “Eh?”

“Oi, get out of the way, Power Pony.” The crook said, aiming his gun at her.

“Mmm, no, I’m not going to do that.” Radiance said. “Instead, you’re going to come with me, and before you ask, I’ll show you why.”

Radiance reached a hand up to her chest. Grabbing a zipper she installed before leaving, she pulled it down, revealing her huge breasts and the brassiere struggling to contact.

“Uh … huh?” The guard stammered, confused about what she was doing and perplexed as to why he all of a sudden, his grip on his gun got shaky, his hand quivering.

“Now, listen to me carefully, dear.” Radiance said. “You don’t want to rob banks.”

“I … don’t want to rob banks.” The crook repeated.

“All of this is just a cry of attention from someone who feels unloved. Who feels … sexually repressed.” Radiance tilted her head at him, putting her arms together over her body and squeezing her breasts together. “What you really want … what you need … is to grab a nice pair of big, round, soft boobs.”

“What I really want … is to … grab a nice pair of boobs, yes.”

“And I have just the pair for you, right here.” Radiance said, gesturing to her own chest.

The crook, entranced, threw his gun and the bag of money to the ground and walked towards her. He put his hands on her breasts and started to rub.

“Yes, that’s it.” Radiance said, guiding him away. “Now, let’s go off to prison now, shall we?”

“Sure … whatever you say, lady …”

Rarity chuckled at how easily this robber had succumbed to the glory of her boobs.

And to think, I didn’t even need to take my bra off for him.

After taking care of the crook, Rarity went back to the mansion. There, she was in her sewing room,  putting her costume under a sewing machine while she examined and tried to to think of ways to improve it.

“Perhaps I could have a velcro strap instead of a zipper …”

Twilight stepped into the room, her arms crossed. Looking uncertain, she cleared her throat and knocked on the wall.

“Come in.” Rarity said, turning her chair around to face the door. “Ah, Twilight. What can I do for you today?”

“I wanted to talk.” Twilight walked into the room. “About the criminal you took down today.”

“Ah, yes.” Rarity observed as she went back to the costume, trailing a finger over. “That was quite the catch, wasn’t it? Did you see how easy of a time I had taking him down?”

“That was … what I wanted to talk about you, actually.” Twilight said. “Your methods you used for that ‘quick takedown.’

“My methods?” Rarity asked. “What’s wrong my methods?”

“You flashed your breasts at him, Rarity.” Twilight said. “You can’t … do that. As a Power Pony, we need to set a good example for our citizens. For the good people of our fair city. What happens when an impressionable young girl tries to imitate you for a game, and then flashes her prepubescent chest at her fellow kindergartener? Her parents get upset, the other kids won’t play with her anymore, and who’s fault is it? Is is the parents? No, Rarity, it’s on you. You can’t keep doing that.”

“Twilight, darling …” Rarity turned back around, taking off her glasses and setting them on the desk. “I think you’re looking at this from the wrong angle.”

Rarity stood up. As she did, her boobs bounced up and down.

“Let me show my perspective.”

Rarity pulled her shirt, exposing her breasts. Twilight’s eyes widened and she put an arm defensively.

“Rarity, what’s gotten into you?” Twilight asked, her arm twitching as she was frozen in place. “And … why can’t I look away?” Twilight put her arm down and leaned forward, her eyes fixed on Rarity nice, pale, massive breasts … which were wobbling up and down as Rarity walked towards her.

“Don’t fight it, Twilight.” Rarity said. “Give in to your desires.”

“No, really. What’s gotten into you?” Twilight asked.

“The same thing that needs to be in you, darling.”

Rarity wrapped an arm around Twilight’s neck. She pulled Twilight forward and leaned her Twilight’s head into her breast. Without having to be told, Twilight closed her eyes and begin to nurse Rarity’s teat …

Awhile later, Fluttershy came into the room.

“Is everyone alright?” Fluttershy asked. “I thought I heard something clattering … hello?” No one was in the room.

Fluttershy walked further in. “Girls? Are you in here? You’re really starting to scare me … come on, this isn’t funny!”

Fluttershy let out an eep as someone grabbed her from behind her. The first thing she noticed, aside from the arms coming up under her and gripping her breasts, was something large and soft pressing into her back.

“Fluttershy …” Twilight gave out a low, quiet whisper. She nuzzled the side of Fluttershy’s neck, breathing a breath of hot air onto Fluttershy’s skin. “Have I ever told you how much I love your boobs?”

“Um, no?” Fluttershy said.

“Well, I do …” Twilight said, proving her words by digging her fingers into Fluttershy’s spheres.

Rarity came out from where she was hiding and walked towards Fluttershy with a smile.

“Rarity?” Fluttershy asked. “I’m confused. What’s going on?” She looked down at Twilight’s hands, which were enjoying the feel of her breasts a bit too much for Fluttershy’s comfort.

“Shh.” Rarity said. “Be quiet, dear. It’s alright. Open wide.”

Rarity heaved up her massive boob with its large, milk-leaking nipple. Fluttershy’s eyes widened, and before she could react, Rarity shoved the nip into her mouth, blasting milk in with the force of a fire hydrant.

In Applejack’s room, Applejack was resting quietly on her bed, snoozing the day away after a hard day’s work yesterday. She earned it.

The door creaked open. A shadow appeared in the hallway. It sized up Applejack’s room before moving inside in silence, the only sound being its footsteps and light breathing.

Applejack snorted and muttered, hearing the footsteps, but not being awake enough to recognize the sound for what it was. She rolled over on her body … and her eyes widen as she felt something sink into her mouth. She looked up to see Fluttershy leaning over her, trying to press her breast into Applejack’s mouth.

“Fluttershy, wha -?”

“Ssh.” Fluttershy said, making an accompanying gesture. “Rarity and Twilight are in the other room dealing with Pinkie and Rainbow Dash. Just accept it, Applejack. Don’t fight it. I didn’t.”

Fluttershy sunk her breast further into Applejack’s mouth, and her breast spewed out a splash of milk. She proceeded to the same thing to Applejack as Rarity had done to her.

The Contessa waited idly in her cell, glancing out the window, admiring her nails while she waited for her prince.

“Ah.” She smiled when she saw the young guard from yesterday pass her cell. Running a hand over her hair to make sure it was good, she sashayed her way to the bars.

“Well, if isn’t my favorite little officer!” The Contessa greeted him. “Do you remember what I said yesterday?”

The guard blinked, confused. “I … think so? I don’t really remember anything you said to me.”

“Mmm, what a shame.” The Contessa said. “Would you mind answering a question for me? How long is it supposed to between shifts?”

The guard rubbed his head. “An hour, at most. Why?”

“Perfect.” The Contessa said. “Then we have plenty of time.”

The Contessa pulled down the zipper of her jumpsuit, letting her breasts hang out. “Take a look, officer. Take a gooood look …”

The guard fell under instantly, his arms going slack as his eyes were glued to the Contessa’s breasts. “I’m looking …”

“Good. Good.” The Contessa said. “Yes, you love staring at my boobies, don’t you? Yes, you do. You love it. You love them. You love my big boobs.”

“Yes …”

“Yes. The Contessa went on. “Staring at my boobs is making you hard. Soo hard. Harder than you’ve ever been, in fact. You can feel yourself filling up with hot masculine fluids … ”

A quick look at the guard’s pants and the throbbing bulge inside confirmed for The Contessa her powers were having the intended effect on him.

“You’re so hard …” The Contessa said pityingly. “And the only way to alleviate that hardness … is to orgasm near my breasts.”

The Contessa stepped back from the bars. “Why don’t you take out a key and come in?”

The guard, helpless to obey her commands, pulled out a key from his pocket and unlocked the cell door. He went inside and closed the door behind him, locking them both in.

The Contessa got down on her knees, looking up at him with a hungry, seductive expression in her eyes through her mask.

The guard undid his belt loop and let his pants drop to the ground. He pulled down his boxers next, letting The Contessa get a look at his pulsing erection.

“Oh yes.” The Contessa said lustfully. She could have escaped the minute he opened the door, but she wanted him for something. She stuck out her tongue and wiggled it towards his member, before retracting and pulling back. She raised up, cushioning his member on her soft breasts.

“Are you sure you want me to do this?” The Contessa asked. “If I do, you’ll be my slave.”

The guard looked down at her and nodded.

“Perfect.” The Contessa said. She wrapped her mouth around his tool, adjusting her lips as she sucked. She rocked her head, tugging and teasing at his member. She took it deeper, deeper into her throat, wrapping her lips around and kissing its length.

She looked at him with a begging expression in her eyes, telling him she wanted it.

Moved, the guard closed his eyes and did his best. “Oh … ooh!” He howled in pleasure.

His member pulsed in her mouth before shooting an amount of hot, vulgar fluid down The Contessa’s throat. The Contessa gulped it down without complaint.

“Mmm …” She moaned, pulling away from him. “Oh, what’s this?” There was a creaking noise from her jumpsuit. The zipper was forced down as her breasts swelled up in size, making her already sizable boobs into huge jugs.

The Contessa chuckled. She knew that was going to happen.

“Thank you … for your generous donation, officer. I’ll be sure to put to … good use.” The Contessa said. “Now, listen … my boobs have gotten bigger. Do you know what that means? The bigger they are, the more power they have. The more control they have over you. Understand?”

The guard nodded. “Yes …”

“You are under the complete and total control of my boobs, understand? You are my servant. My slave. My ...” The Contessa couldn’t help but chuckle. Even she found it a bit ridiculous. “My boob slave.”

The guard nodded again.

“Now … this jumpsuit seems it’s a little tight for me.” The Contessa said. “Wear it for me, would you?”

The guard nodded once more. The Contessa stood up as she pulled the zipper down and took the jumpsuit off before taking the guard’s clothes and ordering him to put on the jumpsuit.

The Contessa took out the key to the cell and put it in the lock. She unlocked the door and opened it, bringing the guard along. She made him walk in front of her and closed the cell. They passed by the Mane-iac’s cell, who didn’t pay them any attention.

They walked by another officer, who stopped and looked at them.

“Just taking him away to another facility. He’s been approved for a transfer.” The disguised Contessa explained without slipping up once.

The other officer nodded and continued on his way.

The Contessa made her way through the facility with her servant until they had both crossed the exit.

“Yes.” The Contessa hissed, raising his fist in victory. She grabbed the guard by the wrist and dragged him along. “Now, to continue with the rest of my plan ... “

“Mm …”

With the effects of the Contessa’s milk having spread out amongst all of the girls through the carrier Rarity, they laid down in the foyer, sitting down and admiring each others’ boobs. Their shapes, their curves, the growing they had done over the course of the last night. The milk they were now full of …

“Wow, Rarity …” Twilight giggled, resting her head on Rarity’s shoulder and trailing a finger across Rarity’s boob. “Your breasts are so big and soft.”

Rarity chuckled. “They are, aren’t they?” Rarity put a hand on Twilight’s cheek and rubbed it before grabbing Twilight’s head and pulling Twilight towards her chest.

“Mmm … I think a large chest suits you, Pinkie.” Rainbow Dash, gazing fondly at Pinkie Pie’s chest and leaning towards Pinkie.

“Aw, thanks, Dashie!” Pinkie Pie said. “I think a large chest suits you, too!”

Rainbow Dash blushed. “Uh, uh, sure … but not nearly as much as does you.” Dash purred.

Pinkie Pie stared, confused. “What do you mean, Dashie?”

Rainbow Dash facepalmed hard at Pinkie Pie’s oblvious. How hard was for her to tell when someone was flirting with her?

“How do you feel, Applejack?” Fluttershy asked, running a hand through Applejack’s hair, occasionally plucking a lock when she found a dead end.

“I feel good …” Applejack answered dreamily.

Rarity had just about brought Twilight to the end of her breast, getting ready to plant Twilight’s lips on her nipple …

Twilight’s eyes widened, overcome with a sudden moment of clarity. She burst out of Rarity’s grip and stood up. “WAIT! This is all wrong. We’re heroes. We’re the Power Ponies. We’re not supposed to sit around all day, gazing fondly at each others’ chest!”

“But …” Rarity complained. She put a hand to her head as resisting the influence of the spell gave her head pains. “No. You’re right. Something’s wrong with us.”

“But how are we supposed to fight it?” Pinkie asked while Rainbow Dash continued to lovingly fiddle her fingers around Pinkie’s chest. “I mean, we’re not ever sure what’s wrong with us!”

“Well …” Twilight put a finger to her chin. “We know has something do with milk … and boobs … our big, soft, bouncy, flouncy -” Twilight slapped herself across the cheek to get a hold of herself. “Anyways. What do we know about that?”

“Hey, wasn’t there a supervillain who did something with her boobs?” Rainbow Dash asked. “Like, the … the …”

“Yeah!” Twilight said. “The … the … oh, what was her name? For some reason I can’t think of it!’

“The Countess?” Dash suggested.

“No, that wasn’t it.” Twilight tapped her finger, unable to recall the villain’s name or figure out why she couldn’t remember it.

“I may not remember her name, but I sure do remember her face … and her huge boobs, ha ha ha!” Rarity laughed before placing a hand to her cheek. “I’m sorry, darlings, that’s not funny.”

“It’s okay, Rarity. We’re all a little loopy.” Twilight said. “We’ve got to figure out something to do about this.”

“I’ll go see if I can something to help.” Rarity said, getting up. “Maybe some candles for concentration or a shock collar or something.”

“I’ll do some research and see if I can find something.” Twilight said. “To the study!”

“And I’ll stay here and play with Pinkie Pie’s chest.” Rainbow Dash said, leering lustfully at Pinkie Pie.

Twilight glared at her.

“Uh … what I meant to say, I’ll go into the kitchen with Fluttershy and help her make some tea.” Rainbow Dash said.

“Ooh. That’s a great idea, Rainbow Dash.” Fluttershy stood up, being careful not to bump Applejack.

“Good. Except for one thing. You know how some people like to put milk in their tea?” Twilight asked.

“Yeah?”

“Don’t do that with your breast milk.”

“Yeah, we’ll probably be tempted to do that with … whatever is messing with our heads.” Rainbow Dash said.

“We’ll help each other stay focused.” Fluttershy put a hand on Rainbow Dash’s shoulder.

“Alright. Power Ponies, out!” Twilight waved her hand, and the group split up.

Half an hour, Rarity returned from the store, cackling like a madwoman and holding something in her hands.

“Hahaha! I’ve got it!”

“Already?” Fluttershy asked, leaning over to peek through the kitchen door. She glanced at the kettle on the stove. “The tea’s not even done yet.”

“Forget the tea.” Rarity said. Fluttershy took her at her word and turned the burner off. “I have the solution to all our problems!”

Twilight and the others came into the room to see what was going on.

“What’s all the hubbub?” Pinkie asked.

“Behold!” Rarity presented a DVD case in her hands.

Twilight took the case from her and read the title.

“‘So You’ve Accidentally Fallen In Love With Your Boobs; A Self-Help CD by Penny Pinch.’”

Twilight stood there, trying to process this information. “What kind of name is that for a self-help CD?” Twilight flipped the case towards Rarity. “Rarity, are you sure something like this is going to help us?”

“Positive.” Rarity answered with a nod. “I mean, it’s right in the title.”

“Don’t always believe the titles of things, Rarity.” Rainbow Dash said. “After all, if I had a dime for every book whose title lied to me …”

“Heretic.” Twilight snapped, pointing the case at Rainbow Dash. “Books are nothing but vessels of pure truth. Anyways … are we sure about this?” She held the CD case up.

“Trust me, girls.” Rarity said. “I’ve got a good feeling about this.”

“Oh, sure, we’re going to trust your feelings.” Applejack mocked Rarity.

“We might as well try it.” Twilight said. “After all, what’s the worst that could happen?”

Finding little to fault in Twilight’s reasoning, the rest of the girls shrugged and agreed.

They set the CD up in a radio and went into the foyer. They set out chairs for each of them to sit in, with the radio resting on a table they moved by.

“Here goes nothing.” Twilight said before pushing the button. “And Pinkie, remember, be quiet.”

“What? Me? I can be quiet! I can be totally -” Twilight and Rarity gave disapproving glares. Pinkie, getting the hint, moved her fingers across her mouth in a zipping motion.

“Hello.” A soft voice came from the radio. For some reason, Rarity thought it sounded familiar, but she couldn’t place her finger on it. “I’m Penny Pinch. Welcome to my CD, So You’ve Accidentally Fallen In Love With Your Own Boobs. If you’re listening to this, you’ve either got some confidence problems … or you took the title way too seriously.”

The girls all made upset expressions as the realization this CD was not going to help.

“But that’s okay, because I’m here for you.” The voice on the CD said. “We’re here for each other. Aren’t we? Now, the first thing I’m going to need you to do … is to relax. Take in deep breath. Inhale … exhale.”

The girls did as Penny Pinch instructed, taking in deep breaths before exhaling when told. They found her voice strangely relaxing for some reason, even if it wasn’t helpful.

“Next, I want you to close your eyes …”

The girls closed their eyes.

“And clear your mind. Clear your head. Purge it of all thoughts.”

The  girls did as they instructed, attempting to push out any thoughts which might distracted them or made them lose focus.

The CD turned quiet for a few minutes. But after some time had passed, a quiet voice began speaking. It was too quiet to make out what it was saying, but the voice’s words were already ringing in their ears.

The voice grew louder …

“ … boobs …”

The girls, in a trance, made no reaction to the mention of this word, of this reference to their feminine flesh spheres.

The voice grew louder and clearer. It became apparent this was the voice of The Contessa.

“You … love … boobs.” The Contessa said. “And that’s okay. Who can blame you? Who doesn’t? They’re so round and soft … squishy and bouncy …”

“Yes …” Twilight repeated in a daze. “Round and soft.”

“You love your boobs.” The Contessa said. “After all, that’s what drew you to this CD, isn’t it? The title? Well, don’t fret, because I’m here to tell you it’s okay. There’s nothing wrong with falling in love with your own boobs. After all … they’re yours. They’re soft. They’re easy to stimulate. To just reach up there and grab and squeeze … ”

The girls, entranced, reached up at their chests and begin to squeeze and squish.

“Yes … it feels good, doesn’t it? To squeeze your boobs? And they’re in such an easy to reach location, unlike some things I could mention. Now … why don’t you give them the attention they deserve? I want you to take your boobs out of whatever restrictive clothing you have them in ...”

The girls did so, pulling their shirts off, and in Applejack’s case, unstitching her vest to let their orbs hang free.

“And put them up to your mouth … and suck.”

With no hesitation whatsoever, the girls grabbed their breasts and lifted them up to their mouths, where they wrapped their lips around their own nipples. A day ago, they couldn’t have done this, but Rarity’s milk from the Contessa made them all large enough to do so with ease.

“Love your boobs, dears, love your boobs. And don’t apologize to anyone for it.”

They sucked. They sucked and sucked and sucked, their eyes rolling upwards, moaning in pleasure. Their breasts were so sensitive, so easy to stimulate … they kept going at it until the pleasure was too much for them, and they passed out during their pleasured highs.

“Girls? Is everything okay? Fluttershy mentioned you were having problems and -” Spike asked, peeking his head through the door. He gasped when he saw they were all passed out on the floor. “Oh no!”

Spike ran up to Twilight and poked her in the arm, trying to get her to wake up. She made no response. Although it made him feel like a pervert with her increased cup size, he pressed the side of his head down into her chest, checking for a pulse.

“Well, her heartbeat is still strong, so that’s good.” Spike said. “I guess all I can now is just hope Maretropolis doesn’t need the Power Ponies anytime soon.”

Spike made a half-hearted attempt to wake Rarity up on his way out by stepping on her stomach - surely the discomfort would be enough to jolt her awake - but when he got no such luck, he headed into the living room.

He sat down on the couch and grabbed the TV remote, turning the TV and flipping the channel to the news to make sure they were no supervillains running about.

“And in breaking news, new supervillainess The Contessa has broken out of jail.” A reporter reported. A mugshot of The Contessa was put on the screen. “The Contessa quickly gained notoriety two days ago, where in an encounter with the superhero Radiance, she attempted to subdue Radiance with fresh breast milk. Unfortunately for the teenage boys at home, there was no video footage of the attempt.”

Spike observed The Contessa’s mugshot, tapping his chin as he struggled to remember. He was pretty sure he had seen her face before, but where?

“Oh no.” Spike said when he realized it. “Oh, don’t tell me - please no.”

Spike raced back to the foyer. He went to the table and picked up the CD case, observing Penny Pinch on the cover. He noticed her subdued, normal-looking clothing … a blue striped shirt, an open yellow summer coat wore over it … her blonde hair laid down.

“Hmm.” Spike said. He placed his hand on the case, covering the blonde hair. He gasped when, without the hair color to distract him, he saw Penny Pinch’s face was a dead ringer for The Contessa’s mugshot.

“Oh, this is bad, this is bad.” Spike put the CD down and hopped in place. “What do I do!? There’s no way I can fight The Contessa by myself. I mean, breast milk? I’m a young teenaged-to-young adult male! All she has to do is show them off, offer me some, and then punch out my clock when I blindly and lustfully walk towards her to take her up on her offer!”

Spike paused. He cupped his chin.

“Okay, maybe I’m not that bad. My heart is still set on Rarity, after all, but still! If she can trick the girls into listening into her CD and get out of jail by herself, she’s probably above my power level! Oh, I got to think of something, and fast!”

Spike walked out of the room, scratching his head as he scratched his brain for ideas.

The girls started coming to.

“Ugh …” Twilight groaned. “What happened?” She rubbed her head as she pushed herself. Her pupils became pinpricks when she remembered what happened. “Oh no. Now I remember.”

So you do.The Contessa’s voice echoed in her head. But it’s too late now anyway.

Twilight whipped around, scanning the room, trying to find The Contessa. “Contessa! Where are you, Contessa?”

In your head, The Contessa answered. And, I suppose, depending on how you think about, in your breasts, as well.

“What have you done to us?” Twilight demanded.

Oh, nothing. The Contessa said. Just spread my milk through you and tricked you into listening to my CD, after which you’ll all become my dependent little boob slaves.

“You fiend.” Twilight hissed. A generic response, perhaps, but it was all she could think of.

That’s right. The Contessa answered. And it was all so easy, too. All I had to do was give Radiance a sample of my milk which I whipped especially for her, which gave her a copied, though reduced version of my powers. I called the bank and told them I was going to rob them, just to be sure you and Radiance would be there. And then I just needed to be sure you wouldn’t be able to figure out how to cure her before she was compelled to fed all of you. And then after that, it was easy to call her over to me when you were looking for a ‘cure’ and to give her the CD.

“You …” Twilight make a connection. “You used your powers to keep us from remembering your name earlier, didn’t you?”

That’s right, dear. I didn’t want you thinking about me again already until it was time. “How do we fix this, Contessa?” Twilight demanded.

Now why would I tell you that, dear? Besides, aren’t you happy? Aren’t you enjoying yourself? Doesn’t your friend Radiance have nice, big, kissable, suckable boobs?

“Y-yes.” Twilight stuttered, flustered. “I mean, no!”

Go ahead and give them a nice suckle, dear. You know you want to. “Gladly.” Rainbow Dash said, grabbing Pinkie Pie’s chest.

Pinkie Pie looked down at Rainbow Dash’s hands on her breasts. She finally got the hint. “Rainbow Dash, are you trying to tell me something?”

“Took you long enough.” Rainbow Dash said.

Twilight twitched, gritting her teeth as she tried to resist the urge. Rarity smiled at her, far deeper into The Contessa’s spell. She took out a thing of purple lipstick, uncapped it, and applied to Twilight’s mouth.

Twilight bit her lip, trying to fight it. But she couldn’t. The urge, the desire was just too strong. She began to kiss Rarity’s breast, leaving kiss marks all around Rarity’s nipple.

Enjoy, darlings. I’ll be there in person for you soon, and don’t forget; love your boobs! “Urgh.” Twilight groaned, struggling to pull away from Rarity’s almost magnetic breast. “In person? We’d better get suited up, girls. The Contessa may be in our heads, but she still doesn’t know our secret identities.”

“She doesn’t?” Pinkie asked.

“No. She still called Rarity ‘Radiance,’ remember? No reason to make it easy for her.”

“Twilight’s right.” Rarity said. “We should get dressed.”

Outside the Power Pony Mansion HQ, The Contessa arrived at the front steps, clad in her outfit, and with her enslaved guard.

“So, this is where it is.” The Contessa said.

She walked up the steps, shaking her hips as she did. She pushed open the double doors and went inside, the guard following her dutifully.

The Contessa wandered through the house, including the living room, looking for the Power Ponies. She went into the foyer and found the chairs set up. She went over to the table, picked up her CD, and admired with a smirk before putting it down and going into the kitchen.

“You might as well come on out, Power Ponies.” The Contessa called. “There’s no use in trying to hide.”

Below The Contessa’s feet, in the underground basement which contained the Power Ponies’ real base, Radiance began to move towards the exit.

“What are you doing?” Matter-horn and Saddle Rager grabbed Radiance by the arms and held her back. “You can’t go out there!”

“I just want to say hello!” Radiance complained. Matter-horn shook her head.

Above ground, The Contessa chuckled. “There’s no use hiding, Power Ponies. I know you’re here. Part of the effect of my spell is that I can practically feel you.”

The Contessa rubbed her hands together in anticipation. She took her finger and thumb and pinched her nipple, making a little spurt of milk leak out, soaking her costume.

Below ground, the same thing happened to the Power Ponies, each of their breasts giving off little splashes of milk which brought pleasure to them.

Matter-horn and Saddle Rager let out moans, quite pleased with the feeling.

“Then again …” Matter-horn said, her legs wobbling. “Maybe just saying hi wouldn’t be so bad.”

The Power Ponies, compelled, made their way out of the underground base and into the kitchen, where The Contessa was waiting.

“Excellent.” The Contessa clapped her hands. “Now that you’re all here, you can all be made into my boob slaves.”

“Never.” Matter-horn said. “We’ll never serve you.”

The Contessa smiled. “Is that a fact?” She snapped her fingers, and milk sprayed out each of the Power Ponies’ engorged chests. Moans filled the air.

Matter-horn clutched at her right breast, wincing and looking up at The Contessa through one open eye, the other closed in discomfort as she was made to lactate. “W-what’s your plan, Contessa? Your goal? Your endgame?”

“My endgame?” The Contessa said, sounding surprised. It was an act, as she smiled. “Why, to be the very best villain in all of Maretropolis! Think about it. I, The Contessa, was the first to bring down the Power Ponies - for good! Oh, I’ll be the envy of every villain in the circuit! And more than that, I didn’t just bring them down …”

The Contessa walked towards Radiance. She gently cupped Radiance’s chin before bringing her hand down and harshly squeezing Radiance’s breast, making an excess of milk pour out, soaking Radiance’s costume. The milk trailed down, creating streaks of wet patches. Radiance moaned loudly.

“I made them mine.” The Contessa said. “There’ll be no one to stop me. When you as my servants, I can commit whatever crime I want! The cops won’t be able to stop me. None of the other supervillians have ever gotten close to taking you down by themselves, and they’re too dishonest to work together with each other for more than hour or two at most. Why, I can practically rule this town!”

The Contessa pulled up a chair and sat down, crossing one leg over the other.

“With you as my enforcers.” The Contessa said.

“N-never.” Matter-horn said, even though she was still obviously struggling with the pleasure coming from her leaky breast. “The - the Power Ponies will … always prevail!”

“Oh, will they?” The Contessa said, faking the sound of being worried. “Gosh, I had no idea! Saddle Rager, make us all some tea, would you? Everyone else, you’re free to sit down.”

“Finally.” Saddle Rager said as she went to the stove. “I mean, honestly, why is it so hard to make a good cup of tea around here without being interrupted?”

The rest of the Power Ponies followed The Contessa’s instructions, pulling out seats and sitting down. They remained unable to to strike her, even though she was inches from them, and each of them wanted to punch the smug expression right off her face.

“Since we’re going to be working together from now on, we might as well get to know each other.” The Contessa said. “Tell me about yourselves.”

“We’re the Power Ponies.” Zapp said, her arm holding up her breast. “And we may not know how, yet, but we’re gonna beat! The Power Ponies never give up!”

The Contessa rolled her eyes. “Again with more of the same superhero drivel. I guess it was too much to hope to have actually interesting conversation.”

“I can give you an interesting conversation!” Fili-Second said. “I’ve had lots of interesting conversations! In fact, people everywhere always me that talking to me was ‘interesting’ for them, and I’m not sure, because I don’t really think of myself as that interesting. I mean, I’m interesting, but not THAT interesting. Oh! And speaking of interesting, that reminds me of that one time, with my sister -”

“Oookay, that’s enough of that.” The Contessa held out her hand. “I do believe I just learned more about Fili-Second than I ever needed to.”

“Welcome to our lives.” Matter-horn muttered. “Say, can I ask you a question, Contessa?”

“You may.” The Contessa said. “But you may not like the answer.”

“Why are you doing this?” Matter-horn asked. “I don’t mean like, ‘why, why, how could you do this’ but … why? What drives you? What’s your origin story? How did you get your powers?”

“Ah.” The Contessa said. “Well, that’s certainly a more than fair question. As for my powers, as far as I know, I was born with them. I didn’t discover them until one day in high school, the local bully, a blonde cheerleader, in every sense of the stereotype … well, one day, she decided to play a cruel prank on me, and I ended up with my boobs exposed in front of half my class. They laughed. And when I begged them to stop laughing … they did. Naturally, I decided to experiment further from there, and eventually … I figured out I had mind-controlling boobs that I could make lactate at will. And the bully became the bullied.”

The Contessa put a hand over her forehead, laughing. “Oh, it was so much fun to go into the girls’ bathroom, wearing something low-cut to show off my cleavage, and make her beg me to take it off! She wanted to see them so badly! Oh ho ho … anyway. After we graduated, we went separate ways. And I decided to become a criminal. I thought, with my powers, I could get away with anything. I mainly just stuck to petty theft. You know, stealing some nice jewelry, some cash, using my boobs to make the victims forget I ever robbed them …”

“So that’s why we never heard of you before.” Matter-horn said.

“Yes.” The Contessa said. “And so I just kept doing that …”

Abrupt and without warning, The Contessa stood up.

“And then the supervillains showed up. And then you showed up.” The Contessa pointed at Matter-horn. “Suddenly, just stealing wasn’t enough. I had to go bigger, better. I had to up my game if I wanted to play with the big girl league. So, after practicing with a different victim every few weeks, and working on my secret identity, I devised a plan. The plan that I’m enacting now. A plan that would leave no doubt that I could play with the big leagues. The same plan you’ve been falling into the last few days.”

The Contessa smirked at her.

Saddle Rager coughed quietly. “The tea is ready.”

“Ooh.” The Contessa rubbed her hands.

Saddle Rager brought a tea tray to the table and set it down, steam wafting its way out of the tea kettle. She gently began pouring cups for everyone.

“Say …” Mare-velous said. “I got a question. How come y’all haven’t made us take off our masks yet?”

The Contessa waved her hand. “Oh, please, darlings. I’m not interested in what you are in your day to day lives. No! I’m interested in your superhero personas. If I made you take your masks off, well … you’d stop being the Power Ponies. You’d just be … people … and that’s not nearly as fun or interesting to play around with!”

“So, if we took our masks off right now, it would ruin your fun?” Mare-velous said, threatening The Contessa by reaching a hand towards her own mask.

The Contessa chuckled. “A little bit, darling. But you shouldn’t bother. And you shouldn’t have done that. Good slaves need to know not to threaten their mistress.” The Contessa looked at Saddle Rager. “Saddle Rager, pull your shirt down. Mare-velous, go up to Saddle Rager and put your hands on her breasts.”

“No.” Mare-velous said, only to stand up anyway and march over to Saddle Rager, who was busy working on her own command. “Alright, we done it, now what do you want?”

The Contessa smiled. “You know how some people like to mix milk with their tea …?”

Mare-velous and Saddle Rager’s eyes widened.

“Oh no.”

“That’s right.” The Contessa nodded. “Mare-velous, squeeze Saddle Rager’s milk into the teacups.”

“Oh … I’m sorry about this.” Mare-velous groaned as she cupped Saddle Rager’s breasts and jerked Saddle Rager, aiming her at the cups.

“It’s okay.” Saddle Rager said. She let out a loud moan, her cheeks blushing a dark red, as Mare-velous squeezed her breasts, making her shoot squirts of milk into each cup. Mare-velous was made to be sure to  hit each cup once before stopping and being allowed to take her hands off Saddle Rager’s chest.

“Ah, you’ll get used to to being my slaves in time.” The Contessa said.

“Oh, yeah?” Mare-velous said, feeling more confrontational after having to handle Fluttershy in such a manner.

“Yeah.” The Contessa said.

“Well, what’s stopping us from taking you right now?” Mare-velous said. “I say we get her, girls!”

“Yeah!” The Power Ponies cheered, all of them standing up.

The Contessa chuckled. “You seem to be forgetting something. What’s stopping you from taking me … is this.” The Contessa reached up and squeezed her breast, forcing milk out of it. This made milk ejected from all of the Power Ponies’ chests, and they were left standing in the floor on wobbly legs, unable to do anything against Contessa as they given pleasure from their leaky, milky boobs.

“Now, I have something special planned.” The Contessa said. “Radiance, come with me. Everyone else, stay here and drink your tea.”

The Contessa and Radiance walked out of the room. But not before The Contessa stopped by the door and looked back to the other girls.

“Your milky tea.” The Contessa said with a wink before departing.

The girls lifted up their cups to their mouths. They winced and scowled and grimaced before sips of the muggy, milky tea. Once they sipped, they couldn’t stop, lifting the cups until they had drained them all. Getting such a strong dose of milk all at once overwhelmed, and they slammed their cups on the table, tea dribbling down their chins. It was no good to resist. The Contessa had complete control of them. Of their bodies. Of their boobs. It was like The Contessa’s huge boobs were pressing down on their minds.

The girls begin to rub their chests.

“Love your boobs …” Matter-horn mumbled The Contessa’s earlier command. She probably had the worst effects of them, as milk began jetting from her chest at massive volume with enormous pressure, getting her costume all soaked. Twilight knew it was technically impossible for her boobs to orgasm, but ... that was what it felt like.

“Yes …” Saddle Rager moaned, looking down at her chest with newfound appreciation for the slope of her breasts. “Love your boobs …”

“So, Radiance …” The Contessa said as she guided Radiance into the living room. “Can we talk?”

“Sure, Mistress.” Radiance said.

Contessa nodded, walking around Radiance in circles. “That’s a good start. I’m going to admit something here, Radiance … I had one more reason for concocting this plan of mine.”

“What’s that?” Radiance asked.

“Radiance … you’re smart. You’re sexy. And like me, you own your sexuality. And let’s face it, you were busted and curvy even before I got my milk in you.”

The Contessa stopped circling Radiance, stood in front of her, and cupped her cheek. “I want you to be my number two. My right-hand woman. My partner.”

Radiance giggled. “Okay! I am, like, totally down for that!”

The Contessa hemmed. “Hmm. Well, you see, it’s not quite that easy as getting my milk into you and making you my blindly following servant … you see, my partner has to be willing to do anything … to go all the way, even if it might hurt … to do anything to anyone … that’s why …”

The Contessa snapped her fingers. The guard walked into the room.

“For your test, you’ll be … pleasing this gentleman officer I stole from the prison.”

“P-pleasing?” Radiance stuttered. “Pleasing how?”

The officer went for his belt loop, undoing the latch. That removed any uncertainty.

“Oh my …” Radiance said. Her cheeks flushing. “Contessa, darling, I’m not sure that I can-”

“But you can.” Contessa said, placing her hands on Radiance’s shoulders. “Just … just look at my boobs for a minute, Radiance. You can do this. And I suspect you’re going to like it.”

Radiance looked back to the officer. He dropped his pants and undergarments, exposing his large member.

Radiance’s mouth made a ‘o.’ “Oh my … I … suspect you’re right about, Contessa.”

“Excellent. Glad we see eye to eye.” Contessa backed away from Rarity. “Well, go after each other.”

“Oh, wait, wait. First …” Radiance took out her lipstick and applied it, giving her lips a purple shine. She popped her lips, smacking them together. “Ah. Okay, now.”

Radiance walked towards the guard. Looking up at him, she got down on her knees. She eyed his member for a bit before taking it into her mouth, wrapping her lips around the tip. Working him up, she slowly brought her lips over more and more of him, taking his entire equipment between her shined-up lips.

“That’s it. Really suckle him hard. Really get a taste for it.”

Radiance moaned, bobbing up and down, enjoying the feeling of his member pulsing on her tongue. The guard moaned, feeling himself twitch.

The Contessa cupped her chin. “Use your boobs more.”

Radiance grew irritated. Taking her lips off him with a smack, she turned to him. “Do you not think I understand the basic concept of oral sex? Quit backseat sexing!”

The Contessa threw her hands up. “Okay, okay, sorry.”

Radiance resumed her focus on the throbbing equipment in front of her. Taking it deep inside her, she reluctantly took the Contessa’s advice and lifted it up, nestling his equipment between her buzzoms. She bobbed up and down like a snark, her soft breasts rubbing against his hardened tool …

“Oh … oooh!”

Radiance could feel it. He was close now.

“Ooooh!”

His throbbing member shoot a load of hot, almost boiling seed down Radiance’s accommodating, lustful throat. She moaned, her body shivering as she was filled up with delicious spooge, the tool pumping her full of heated, vulgar fluid. It seemed to gather up in Radiance’s stomach, making her feel more full and bloated than she really was.

Radiance popped her mouth off him, moaning and gasping for air.

“Who’s a good bimbo?” The Contessa asked.

“I’m a good bimbo. I’m a good bimbo. I’m a good - Mmf!” Radiance was silenced by the guard shoving his pulsing, throbbing thing into her mouth and releasing a second load of steamy spooge straight down her throat. Radiance swallowed it with enthusiasm, enjoying the feeling of being made to please. Of existing for the sexual pleasure for herself and others …

“Ah …” Radiance moaned when the guard took his equipment out … and stayed out this time. “It’s so good … so … sweet.”

The Contessa chuckled. “Excellent, darling.”

“Ooh!” Radiance squealed, feeling her breasts surge in size again. They ripped their way through her costume, exposing her hanging boobs and huge nips. They were gigantic.

The Contessa chuckled again. “Yeah, that happens. It’s a side effect of my powers. Now …  we’re going to go out for a night on the town.”

The Contessa got behind Radiance and lifted her up, cupping Radiance’s boobs from behind and below.

“But first, I’m going to take advantage of your, big, sensitive boobs and squeeze to make you orgasm … again … and again … and again.” The Contessa purred.

The sound of glass shattering sent everyone into a panic.

“Get down!” The Contessa, demonstrating she wasn’t completely stone-cold heartless, her first instinct was to tackle Rarity to the ground.

Something landed with a thud next to them. After being sure they weren’t grenades or bombs thrown at them, The Contessa got off Rarity and looked around.

“A brick?” The Contessa questioned, picking the brick up. There was a note attached.

Dear Contessa,

Bet you can’t catch me! Nyeh nyeh nyeh!

There was a doodle of a child with his tongue stuck out.

Signed, Humdrum.

“Humdrum!” The Contessa pressed a palm to her face. “Of course! How could I have forgotten about Humdrum?”

The Contessa paused.

“Well, he doesn’t have boobs for me to corrupt or control …”

The Contessa paused again.

“Plus, I don’t really have the knowledge to make a gender-bending ray or portion or something. To me, my slaves!”

The Contessa gathered up the Power Ponies, and the guard, and headed outside, bursting the door open.

Humdrum was there, all decked out in his outfit, his cape billowing heroically in the wind. The effect was undercut when he put his thumbs to his mouth and blew a raspberry at The Contessa. He turned and ran away, rounding a corner.

The Contessa growled. “Get him!” She pointed a finger before she and her slaves marched after Humdrum.

They reached the corner, catching a flash of Humdrum’s cape as it trailed behind him, before turning the corner themselves.

There, they found Humdrum standing with his arms crossed, a smirk on his features.

And behind him, standing tall on her variable length hair tendrils, wearing her usual outfit instead of a prison jumpsuit, was the Mane-iac, her arms also cross and her expression the same.

The Contessa smiled nervously and chuckled. “Eh-heh-heh. Uh … Power Ponies, get her!” The Contessa pointed at the Mane-iac.

“Oh, gosh, Radiance, I just love your boobs.” Matter-horn said.

Radiance giggled. “Why, like, thanks, Matter-horn! They are, like, totally huge, aren’t they?”

“Mmm … your chest is so soft, Fili-Second.” Zapp said, rubbing Fili-Second’s chest before burying her head into it.

Fili-Second signed. “I get it! You have a crush on me!”

Saddle Rager, meanwhile, alternated between cupping Mare-velous’ breast and stroking a hand through hair in silence.

The Mane-iac grinned. She reared up her tentacles and launched them forward, snapping at the Power Ponies’ and knocking them in one single hair-based punch.

The Contessa grimaced. The Power Ponies were too distracted by their own boobs and bodies to use their powers and be efficient fighters. Which, granted,  was 50% of The Contessa’s plan, to make fighting inconvenient for the Power Ponies, but it wasn’t supposed to be inconvenient for her!

“So …” The Mane-iac drawled, skulking forward on her tentacles.  “Incompetent, am I? A has-been, am I? I’ll show you who’s really the incompetent one here! And for Celestia’s sake, woman, cover up!”

“I, uh, er … well. I’ll not be shamed for being proud of my body!” The Contessa pointed a finger at the Mane-iac. “I am beautiful, and I know it, and I’m not afraid to show it off, no matter what the prudes say!Express your feminine sexuality! Take down the patriarchy!” The Contessa raised her fist in the air.

“Ordinarily, I might be inclined to agree with you.” The Mane-iac said. “But when you put that costume on and identify yourself and act as a supervillain, you are representing a thriving business community.  Your actions affect all of us. Tell me, what’s gonna happen if Lex Luthor passes by town one day looking for new members for the Legion of Doom, and I put i my application, and he looks at me and says, ‘Your powers are good, your track record is good. Where are you from?’ And I say, ‘Maretopolis’ and then he says “You mean that crazy city where the villainesses walk around with nothing covering their chests? Sorry, no thank you, the Legion of Doom is a family-friendly organization.’ And then I’ll have missed my chance to be in the Legion of Doom!”

The Mane-Iac glared. “Do you realize what an honor that is to be in the Legion of Doom? And it won’t be my fault, either! No! The fault will be all on you, for misrepresenting the supervillain population of Maretropolis! I’ll not be denied my Legion membership just because you found wearing a shirt a bit too stifling that day!”

The Contessa, realizing she was completely doomed, could only give a nervous chuckle. “I’m, uh, sorry?”

The Mane-iac gave false reassuring smile. She raised up one tentacle and lashed it around The Contessa’s midsection. Mane-iac lifted Contessa up with the tentacle, and proceed to alternate between slamming The Contessa into the concrete and slamming her into the side of the nearest building.

“Thus, thanks to the efforts of perennially-overlooked Power Pony sidekick, Humdrum, and their arch nemesis the Mane-iac, out from prison on a special plea deal in exchange for her help against the villain, new villainess on the block, ‘The Contessa’ was defeated. With a little outreach from the rest of the superhero community, a way to undo the effects of her …”

The reporter turned to the side. “Is this for real? Oh. Okay, this is for real. Ahem. To undo the effects of her breast milk was found. She is now in prison, where she is under tighter restrictions now that the extent of her powers is known, including an anti-lactation pill designed by Maretropolis’ very own Twilight Sparkle. This has been J. Jonah Jameson Junior reporting. Stay tuned for my contractually obligated anti-Spider smear ads.”

“Wow!” Twilight Sparkle exclaimed, sitting on the couch with the rest of the girls and Spike. “That was amazing, Spike! How did you know the Mane-iac would agree to help fight The Contessa?”

Spike shrugged. “Well, something just told me she wasn’t gonna let some newcomer take out her archenemies.”

“The reporter wasn’t kidding when he said you were perennially overlooked, Humdrum.” Rainbow Dash ruffled Spike’s hair.

“Yeah!” Twilight said. “Although, there is one thing I’m curious about.”

“What?” Everyone else asked.

“When The Contessa came to our mansion, she took you away to another room for something, Rarity. What was it?”

Rarity blushed, smiling and turning away. “Oh, you know … just … villain stuff. The usual ‘rule by my side’ sales pitch.”

“Uh-huh.” Twilight nodded, noticing Rarity’s blush. “I’ll let you have your secret. But I guess all’s well that ends well.” Twilight kicked her legs back and leaned into the couch.

Indeed, Twilight Sparkle. All’s well that’s ends well. And so, once again, the day is saved thanks to … The Mane-iac, Humdrum, and The Contessa’s lack of foresight regarding who she insults in prison.

But what’s this? The Maretropolis Supermax prison? The Contessa? Goodness! Is this not the last we see of The Contessa? Could this be … a cliffhanger? A sequel hook!?

… Nah, not really.

Goodnight, and drive safe!

If you enjoyed this story, consider contributing to my Patreon, or messaging me for for a commission.

[clock-heart-deactivated20251220]

[galecrowleysm]

I only had to scroll down three posts’ worth in my feed to instantly feel the same way.

[kallidora-rho]

Hypnosis Kink Asks

1. How long have you been into hypnosis? 2. Describe your first experience with hypnosis 3. Are there any TV shows/movies/books you liked when you were younger that you think got you into hypnosis? 4. Are you primarily a hypnotist or a subject? 5. Are you primarily a dom/me or a sub? 6. What do you love about being hypnotised? 7. What do you love about hypnotising people? 8. How do you feel when hypnotised? 9. How do you feel when you hypnotise someone else? 10. Are you a difficult subject? 11. What’s your ‘signature move’ as a hypnotist? 12. What’s your favourite kind of hypnotic induction? 13. Do you like visual fixation (on spirals, eyes, swinging objects etc.) for hypnosis? 14. What are your favourite kinds of hypnosis play? 15. What other kinks do you like to incorporate into your hypno play? 16. For you, is the appeal of hypnosis primarily sexual or not? 17. What are some post-hypnotic suggestions you particularly enjoy (for others or yourself)? 18. Describe your best experience involving hypnosis 19. Describe a bad experience you had involving hypnosis? Why was it bad? Why did it go wrong? 20. What’s one tip you have for other hypnotists/subjects? 21. Do you have any tips for how to negotiate hypnosis play? 22. Do you like your hypnosis to involve power exchange, or not? 23. For you, how does hypnosis fit into a relationship? Just in the bedroom, or as part of BDSM relationship? 24. Are you interested in a 24/7 hypnotic enslavement relationship? 25. Have you ever experienced strong, sudden feelings for a hypnotist/subject? How did you deal with that? 26. Are you interested in hypnotising/being hypnotised by people of a gender you are not attracted to? 27. What’s your favourite work of hypnosis erotica? 28. What’s your favourite spiral? 29. What’s your favourite hypno-themed image/caption/piece of art? 30. What’s your favourite audio file/audio file producer? 31. What’s your favourite book/movie/TV show that includes hypnosis? 32. Describe your biggest fantasy involving hypnosis? 33. Do you have any fantasies about non-consensual hypnosis? Describe them 34. What’s one fictional character you’ve fantasised about hypnotising/being hypnotised by? 35. Do you like intelligence loss/bimbofication hypnosis? Why? 36. Do you like amnesia play? Why? 37. Do you like freeze triggers? Why? 38. Do you like pleasure triggers? Why? 39. Do you like alternate personalities created through hypnosis? Why? 40. Do you like feminization hypnosis? Why? 41. Have you ever experienced a “hands-free” orgasm as a result of hypnosis? 42. Which famous person do you think has the most hypnotic voice? 43. If you make hypnosis content, what’s your favourite piece of content you’ve made? 44. Have you ever used hypnotic conditioning to help you or someone else with a part of your/their life? 45. Have you ever been to a hypnosis convention? Did you enjoy it, or not? Why? 46. How has being involved with hypnosis/the hypno community improved your life? 47. What is one thing about the hypnosis community you think could change for the better? 48. Who is one person in the hypno community you really admire? 49. What is your favourite hypnosis-themed blog on tumblr? 50. Tag someone you’d like to see do some of these asks

[galecrowleysm]

Ittttt’s commission time again! Another one by https://lairreverenteboladepelos.tumblr.com/, who is freaking fantastic at drawing and great to work with.

This piece I had commissioned as a compliment to a story I’m doing over on fimfiction.net, “Her Way With Words,” involving a lot of kissing, mind controlling, and foreign language.

[galecrowleysm]

Touch of Thorns Cover Reveal

I’ve been working on a book between projects, and just now got the final cover! Figured I should share it on Tumblr since it’s on Twitter already.

[galecrowleysm]

Me, who has no interest in the new Mega Man cartoon: meh.

Megaman Youtube Channel: Anyway, here’s Hypno Woman.

Me, who has a serious weakness for female hypnotists; ... fuuuuuu--- 

[galecrowleysm]

I’m gonna write a story where a reporters get an interview with my character, the lovely Lucy Towers, who you may remember from “Lucy’s Game.” So my question to you, lovely followers, is what would you want to know about my dear Lucy? Tell me what your question is, and I'll work it into the story!

[galecrowleysm]

For lands’ sake, Tumblr.

I just want art of women being hypnotized after made to swallow a load of cum (with maybe some breast expansion) from a huge but not totally unrealistically sized cock but that also doesn’t involve incest, furries, or freaking Pokemon.

Is that too much to ask?

[galecrowleysm]

https://www.strawpoll.me/16014046

I'm getting ready to commit to making a Patreon! I've done a strawpoll to help me determine what tiers to set the prices at and what kind of content to make. Please fill it out! This will really help me know how much support each idea has, and I can figure out how construct the Patreon on from there.

[galecrowleysm]

Writing Commissions Open

Prices:

$1 per every 100 words.

Payment: Through Paypal.

For your first commission, either an upfront lump sum or [i]or[/i]an installment plan where you pay me a portion of the total sum to start, and then pay the rest upon your commission's completion. Repeat commissioners have the option to pay upon completion.

How It Works: You message me either on Tumblr (galecrowleysm) DeviantArt (GaleCrowley), Twitter (galecrowleysm) A03 (GaleCrowley) or Fimfiction.net (Citrus Recluse.) We’ll discuss the details and see if I can do your commission.

If we’re able to work something out, you will be added to my queue. Your commission may take longer or shorter depending on what it is in the queue and other factors outside my control, so you may wish to make sure you are willing to wait before committing to a commission. I will send you updates when I make progress on your commission.

I can do a variety of things, including fantasy, horror, and romance, but as you know, my specialty is in erotica.

I am more likely to take a commission if it involves;

Femdom

Hypnosis/Mind Control

Bimbofication

Breast Expansion 

Lactation

Hypnotic Fluids

Vore

Tentacles

Some things I won't do;

Scat

Transformers having sex*

Pedophilia

Diapers or ABDL themes

Overtly sexist, racist, homophobic, or transphobic themes

Anything that endorses the alt-right (I try not to talk about politics too much on this account, but there are some lines in the sand that I need to draw)

Bestiality

Transformation into a sex doll/sex toy or an article of clothing.

Incest (selfcest is fine)

Explicit rape-y rape porn. I do a lot of mind control and hypnosis stuff, but that's different. At least I think it is? How do I know the difference? Well, like a judge once said, "I know it when I see it". My best stab at describing it is that I won't write something non-consensual unless it ultimately ends with some kind of mind control or hypnosis rendering the experience pleasurable for the victim.

I reserve the right to update this list.

*It's in deference to a friend, and that's all I'll say about that. Transformers who don't have sex are fair game. Which is not to say I can’t do robots, if that’s your fancy.

NOTE: My queue is rather full right now, so you may wish to wait. For now. You can see my queue on my Citrus Recluse page. I will remove this note once the queue clears up and am working on a google docs version.