mushroom

 Trixie, formally known as The Great And Powerful Trixie, was on her way to the town of Ponyville. She had just returned from one of her magic shows, spreading joy and happiness to every corner of the empire and making herself quite a number of bits in the process.

It had been an extremely enjoyable time, but now she wanted to make it back to Ponyville so that she rest and recover from the strain that her travels had put on her. Trixie was a blue unicorn, but unlike most unicorns she had quite a bit more strength then most unicorns.

This was because of the fact that she was constantly pulling a wagon behind her. She was still wearing the yolk for her wagon now, the wagon itself clattering along behind her softly as it went over rocks and stones. It was her faithful companion, having always been there for her, despite the fact that the wheels had been over so many bumps and rocks that they should have given up and broke off years ago.

It had certainly fared much worse then her on the years of travel that she had endured, the paint was chipped, the wood battered and wheels barely holding together. Both of them could go for some rest and relaxation, and she was going to tend to her wagon and repair the damage that it had taken.

On her current route, it looked like they were not going to make it back to town before night set in, and if she was being totally honest, she wanted to get a proper hotel room this time, not wanting to spend another night in the cramped wagon.

Her wagon was fine for a few weeks on the road, but there was nothing like a proper bed that she could stretch out on. There was something she could do to get to Ponyville however, and that was if she went through the Everfree forest. The problem with this plan was the fact that going through that forest was exceptionally dangerous, and going through there this close to night time was stupidly dangerous.
There was no way that anyone would ever be stupid enough to do that just to get to a hotel room early. Thankfully for Trixie, she was quite sure that everything would be fine as long as she was careful and did not do anything else stupid on top of wandering into the Everfree forest.

The forest loomed before her, tall trees that cast long shadows spreading out as far as the eye could see, blocking out and consuming all the sunlight that dared to enter there.

It was certainly threatening in apperance, but she was not put off in the slightest. She was a brave, full grown mare, and she had a wagon full of tools behind her. Even if she was attacked, it would be fine. She had this in the bag.

She took a few moments more to steady her nerves, then slowly bravely strolled forward into the forest. The change happened almost in an instant. It seemed like she had crossed an invisable line, on one side of it there was dim sunlight and a fresh breeze, and on the other side were thick tangled trees and undergrowth that blocked out all the sunlight and prevented all but the fanitest hints of a breeze blowing through.

The shadows closed in around her, and suddenly she was walking in the dark. At the back of her mind she had the feeling that something was watching her, and she could here the sounds of creatures scurrying about in the undergrowth nall around her.

She tried her best to block those noises out and focus on heading deeper into the forest. There was a winding, roughly hewn path that snaked through the middle of the forest like a river. It was the only place that her wagon would fit, and even then it was far from a perfect path, as he wagon wobbled about violently.
Trixie tried to take it slow, to limit the damage that her wagon took. She was certain that if she looked around at this precise moment, then she would be faced with dozens of eyes staring at her hungrily from the dark, deciding whether or not she would be easy prey for them to consume.

As long as she did not look at them, she would be fine however. Or at least she hoped that was how this would work.

After traveling forward for a few hours, she came to a terrifying conclusion. She was lost. The winding paths and twisting undergrowth should have parted by now and she should have made it back to Ponyville, but she seemed no closer to her goal.

Dozens of terrifying thoughts flashed through her head in that moment, and she tried her best to block all of them out. There was no way that she was going to allow herself to panic. Trixie knew that the best way out of this situation was to stay calm and think up a plan of how she was going to make it out of here.

The most obvious solution was to use her hon to fire a magical flare into the sky and call for help, but she doubted that anyone would be up at this time of night to see it, and she really did not want to annoy anyone if it was at all possible to avoid such a situation.

She would be fine. Trixie just needed to stay calm and keep movintg forward. She would make it out of this forest sooner or later. Then, things went from bad to worse. One minute she had been calmly walking along the forest floor, and the next there was no forest floor.

The ground crumbled beneath her feet, giving away like it had only been a few inches thick, which as she tumbled her way passed it, she noticed it was. A shrill scream tore from her lips, the poor mare more then certain that she was falling to her death.

Her wagon smashed into the ground before she did, breaking her fall and shattering the wheels of her wagon into dozens of sharp shards of wood. It was then that she hit the ground, giving a loud grunt as she unclipped herself from the harness and bounced along the floor.

Her legs took the brunt of the impact, and suprisingly they managed to hold up without serious injury as well. It took her more then a few moments to figure out why as she was flung away from her caravan. For some reason the floor here was spongy, bouncing beneath her hooves like she was on some kind of trampoline.

Moss and lichen had been joined together with hundreds of thin white strands that she was not able to identify as she had not seen anything like them before. The massive pit that she had accidentally opened up did not let much light in, but from what little light she did have, she could tell that this was a very strange natural phenomanom.

Before doing anything else, she lay there on the soft, mossy ground for a few moments, letting her body recover and making sure that she had not broken anything in her fall.

She did not know why exactly this had happened to her, but she had a sneaking suspicion that it was because the universe hated her. After she was sure that she was not horribly wounded or mangled, her horn glowed brightly to life and lit up the cave around her.

Trixie had only been using magic to fetch her conical hat, placing it back onto her head with a sigh, but now that the cave was lit up, she took a closer look at it. The walls were made out of moss, and more of those white threads that seemed to span through everything.

Her wagon’s wheels had still shattered from the impact, despite the ground being soft, having that much weight moving at high speed and attempting to bring it to a stop was not going to go to plan. She would need to try and find her way back here in the morning if she wanted to fetch it.

To do that she would need to mark the cave entrance so she knew how to make it back. The tumble she had taken had not been anything massive, but climbing back up out of the pit using rope would take far more effort then just finding her way to the cave entrance.

With a sigh, she moved into the narrow tunnel that led off from the pit. The thought that this might be a trap briefly flashed in her head, and that suspicion only got worse when all those thin threads started glowing a soft green along the walls, painting everything in a sickly green glow.

Trixie was a mare that was prepared to take and accept risks, but even she was not prepared to take this risk without some kind of protection. She trotted back to her wagon and pulled a wooden baseball bat from out of the wreckage, trying not to cry  at the state her wagon was in.

She would come back for it, and if some scary monster was held responsible for damaging it, then that scary monster was going to take a baseball bat to the face. The battered blue unicorn was tired, hungry and angry, all moods nobody wanted to meet Trixie in.

The blue glow of her magic that wrapped around the bat also had the effect of lighting up the walls even more, helping to get of that sickly green glow and replace it with something more comforting. The cave seemed to stretch on for an age, but she knew that that was just because of how angry she was.

In actual fact, she made it to the other side of the tunnel in about a minute, it was not a very long tunnel at all, and upon exiting the tunnel she discovered that it emptied out into a massive cave system, covered in more of that moss, lichen and… Mychillium.

Trixie remembered the word for those white threads now. It had taken her a while, but she remembered it from a science class many a year ago. They were the roots of a mushroom, and could spread on for miles! Sometimes nature really was amazing.

Now was really not one of those times. The massive cave had a slight ledge around the outside of it, which was what she was currently standing on, then it was like a giant sphere carved out of the stone itself.

It did not look like it was something that nature herself had taken a hoof in. It almost looked like ponies had done this. But why would ponies carve out a cave in the middle of nowhere? It did not make sense. She forced her horn to glow brighter, and mixed with the sickly green glow of the myschillum around her, she made out the shape of a figure in the middle of the cave.

She looked like a normal mare to start with, at least until Trixie noticed the fact that she had a massive mushroom cap sprouting out of her head, and dozens of myschillum wrapped around her body like bandages, giving her a ghostly pale appearance.

Trixie was disturbed by the apperance of this mare, she had never seen anything quite like her before, and she wanted to back out of that cave and run as far away from here as possible.

The mare looked so serene however, sat there with her eyes softly closed and the faintest of smiles on her face, like she was taking part in a pleasant dream and nothing else in the world mattered to her.

A few months ago, she would have trusted her instincts. She would have turned away from this mare and ran for the hills. But that had been a few months ago, and since then she had taken dozens of freindship lessons from Twilight’s (the Princess of Equestria) prized pupil, and she had learned a lot from them.
Such as the fact that judging things on the way that they looked was a stupid idea and normally only ended badly.

This was just a normal pony, and quite clearly they might need help. If she ran away now, she might not be able to make her way back, and this poor mare would be trapped here.

Carefully, Trixie climbed down from the ledge and onto the ground beneath. She held the bat in front of her and calmly approched the mare, her hooves sunk into the ground like it was made out of sponge, and she tried to ignore the fact that the walls and floor glowed to life upon her climbing down from the ridge.

Something was clearly aware she was here, and she did not know whether that was a good thing or not. She made it to within a few feet of the mare, and there was still no reaction from her. She was sat there as still as a statue, like nothing in the world existed to her.

Trixie knew it was stupid. She was more then aware that backing up and running away was the correct thing to do at that moment, but she had come this far already and there was no way she was going to back up now. She slowly moved the bat forward, ever so lightly poking the mare with it.

Almost instantly, the fact that this was a mistake was confirmed when the mare’s eyes snapped open. They were not like any eyes she had seen before, and Trixie regretted every single choice she had made that had lead her here as those milky white orbs fixed on her.

They were devoid of life, this mare had bnot been meditating, or at peace, she had been dead, and now Trixie had roused her from that eternal slumber. The mare looked at her for the briefest of moments, then its mouth opened wide, far wider then a normal ponie’s mouth would be able to open, and the mare, no, the creature, let out a loud screech.

The blue mare let out a curse and dropped her bat. The noise was not like anything an animal should have been able to make. It was not driven by intelligence, it was not driven by a need to frighten her or an attempt to protect the creature itself, it was simply made to express a single emotion.


It did not seem like this creature had any grasp on emotions however, as it sent dread sinking deep into Trixie’s heart, and hurt her ears like few sounds ever had before.

And the most terrifying part of this unholy, eldritch screech was that Trixie was certain the emotion it was trying to express was joy.

Chapter.
Trixie tried to stumble back from the creature, tried to make it back to the ridge to climb out of this cave. The pale pony did not move to stop her as she tried to get away, but the bright crimson mushroom cap on its head suddenly ben to spray out a thick pink mist of spores.

Some hateful force in the universe must have driven them, because the pink mist caught up to Trixie, getting ninto her eyes and burning at her throat. Her eyes watered, her lungs heaved and suddenly she was hacking and coughing so hard that she lost her way.


It was impossible to see through the mist, and she was so busy with coughing that running was off the table. She stumbled about blindly and desperately tried to clear her lungs from the foul spores.

The whole ground seemed to shift beneath her hooves, and suddenly she was tumbling backwards. She was blind, could barely breath, and she had just dropped her baseball bat.

Surfice to say, if she had to use one word to sum up how she felt right now, it would be terror, pure unfiltered terror that gripped at her heart and attempted to squeeze the life out of it.

Trixie could do nothing but let the panic wash over her, thrashing about wildly like a wounded animal as she made a desperate attempt to get away from this whole situation.

The spores flooded into her lungs. To start with they had burned like ciggerate smoke, but after her fifth breath, her lungs became much more accepting of them.
For some reason, the blind panic that had filled Trixie begin to fade, the strength seeming to vanish from her muscles as relaxation set into her mind.

She tried desperately to fight it. The blue mare knew that this was a side effect of the spores, and that something horrible was going to happen to her if she gave into them.

But there was nothing she could do to fight it. Her strength slowly left her, her head swirling as her body failed her. She found herself lying on her back against the softness of the ground beneath her. Sure, she had known that the floor was soft before, the soft covering of moss joined together and fed by mychillium had been spongy beneath her hooves and she had taken a brief moment to notice it, but she had never really taken the time to just lie there and appreciate it.

Her head was dopey at this point, struggling to deal with the events that were unfolding around it. What was happening right now? What had she come into this cave for?

All these thoughts flashed in her mind for just a few seconds, and then each of them slowly fell apart like smoke when she tried to touch them. Non of them mattered. The only thing that mattered was how comfy this ground was.

Tricksy ground her back against the ground roughly. Tricky was in such a state at the moment that Trixy likely could not remember her own name at the moment.

But that did not matter. She had bigger problems to focus on now. Between her legs, a strange heat was starting to build up. She had no idea why she was getting so turned on, but there was a defintate heat building between her legs.

Thinking was now impossible for her, and so she did the only logical thing she could and gave up on thinking. Nothing mattered but the heat between her legs, and all she needed to focus on was how she was going to have that lust sated. And conviently for her, there was a creature in the cave that was more then happy to help her.

She slowly climbed to her hooves and moved over to the strange creature. At one point that now felt like forever ago, this pony had terrified her. Now however, she saw that the strange thing had only been screaming because it had been scared by her sneaking up on it.

Her brain was barely working, but she knew that her hoof would not be able to aid her in obtaining an orgasm even if she had wanted it to. Trixcy really hoped that brain work good enough to have the creature help her.

The pure white pony smiled softly at her, and then some of those white strands peeled away from around her face, showing off a pretty green furred mare beneath. Her brain tried to draw something from this, but totally failed to do so.

So instead of trying to use her brain, she used her body. She slowly turned her rump to face the mushroom pony and flagged her tail up out of the way, her showmare’s cape had blown off somewhere, but she barely even noticed, too focused on the burning heat in her loins and the soft wind that blew through the cave, forcing a shudder from her as she felt the cold touch her private parts.


Thankfully, the creature was not cruel, and was more then happy to help her with her needs. Wordlessly, it begin to pull up tenderils from the ground around it that had been keeping it rooted to the ground along with the mychilium.

She looked over the tendrils and let out a soft shudder as she imagined them ploughing into her body. Drawing details from the world around her was hard at the moment, but they were green… Green like… Grass. And they were tentacle shaped… And each of them had a tightly closed bud like a flower on the end!

Wow. That had been a lot of thinking. Luckily she would not need to do that level of thought again for a long while. Suddenly, one of the tentacles pressed against her snatch, forcing a soft whimper from her.

Despite the fact that her head was totally fried and thinking was almost impossible for her, in that moment she knew one thing for certain. She needed this. She needed this creature to drive those tentacles into her, to fuck her brains out until she was nothing but a drooling wreck.

And the creature must have known this too, because that’s exactly what it begin to do. The first of the tentacles roughly forced into her, spreading apart the lips of her cunt with a suprising amount of brutality as it wiggled its way inside of her.

The bulb was the first thing to enter, and her cunt instantly begin to convulse around it in an attempt to force it back out. It was one of the largest things she had ever taken into her snatch, normally it was just a few small and unintresting toys that did not really stretch her limits.

Despite this however, the large bulge forcing into her did not hurt at all. Her cunt accepted the bulb happily. Her cunt convulsed around it madly, desperately trying to milk it like it was the cock of some massive stallion.

Unlike a stallion however, the plant did not give her the slightest hint of mercy. It simply rammed the bulb into her as hard as it was able, to the point that she was pretty sure it hammered into her womb, then begin to slam it rapidly in and out of the screaming mare.

Her screams were not those of pain however, but of pleasure. Each thrust sent another powerful wave of bliss tearing through her and she was soon totally helpless before the creature, her brain having totally given up on trying to form thoughts, and now instead focusing on the waves of pleasure that were tearing through her.

Three more tentacles burst out of the ground, stinking of earth and other things that Trixie could not hope to identify before they had wrapped roughly around each of her limbs. This monster might have been a plant, but the tentacles showed a suprising amount of strength as they lifted her into the air and forced her legs apart, spreading her in the air and leaving her even more helpless to the creature then she had been before.

Another tentacle snaked its way in front of her face, the bulb on this one not being as big as the others as it was clearly not fully grown, but it seemed to also want to join in on the fun as it pressed roughly to her mouth, attempting to force passed it.

And she was more then happy to accept it as well, her mouth opening wide as the tentacle slipped passed it. The taste started off as dirt, which was horrible and gritty, but once the initial layer of dirt had cleared up it begin to taste sweet. She moaned softly and begin to suck needfully on the tentacle, treating it like one of her toys.

Meanwhile, the creature itself seemed to have gone back to a medititave state, not really caring very much about the fact that it was brutally violating her with tentacles. Before she could hope to focus her limited brain power on this, the tentacle in her maw forced itself forward, the bulb spreading out the back of her throat and forcing her to gag loudly, her eyes rolling back as she almost choked on it.

But of course the plant was not about to let that happen, and before she could, it pulled back slightly, giving her a few moments to adjust to its size before finally dancing forward again. She had honestly had no idea that giving oral sex could feel this good, but it seemed to activate a very primal urge in Trixie as it railed her throat.

Her cunt was getting a heavy battering from the tentacle as it worked in and out of her roughly, hammering against her womb in a brutal fashion. It should have been painful for her, but the spores stopped her feeling most of the pain and replaced it with pure, mind numbing pleasure.

Her hat fell from her head and went tumbling to the floor beneath her, but she barely even noticed. If she had of been able to scream she would have done so then and there, but her mouth was so crammed with tentacle that it was impossible to do anything but gag happily.

At this point, her mind begin trying to think about what the creature might have in mind for her. Why was it fucking her like this? What was it hoping to gain? Even if her mind had been functioning normally, these thoughts would not have made it beyond this however, as she could now feel her orgasm rapidly closing in.

She had no idea how it had built up so quickly, but it must have been something to do with all the spores she had inhaled. She wished that she could have had more of them, her insides felt so sensitive and she could already tell that this orgasm was easily going to be one of the strongest of her entire life, and that there was nothing she could do to stop it.

Her eyes rolled back slightly as the tentacle forced further down her throat, making her choke softly as her throat convulsed around it and try to force It back out. The creature was not one for showing mercy however, and instead of pulling back to let her adjust like it had done before, it instead pushed the tentacle forward harder.

It slipped deeper and deeper down her throat until she could no longer feel it, the whole tentacle wiggling about along the length of her throat, forcing her to gag loudly as she struggled to draw air.

Normally this would cause a panic in most ponies,  but she was so horny and blank that she did nopt even care, barely even realizing that she needed to breathe. The tentacle thrusting in her rear begin to speed up slightly, forcing a series of soft cries from her.

Had she been paying attention, she would have noticed the fact that the mushroom pony was now staring at her, seeming to study her intently as it violated her over and over again with those tentacles. It had been so long since it had seen ponies, and they were strange and unknown to it after all these years.

It was simply following its instincts at this point. It had been locked up in this cave for so long, and now this creature had come wandering down and freed it. Once, a long time ago the creature had seen ponies. The ponies had been sad, so it had made them happy, but the other ponies did not want to be happy, so they had locked her up in this cave and forgotten about her.

But now it was free, and maybe now she could make the ponies happy.

Trixie’s eyes widened as she felt the tentacle throbbing in her throat, almost like a cock. She did not know what was going to happen next, but what she did know was that if she did not get air soon, she was going to pass out.

Thankfully the creature seemed to have realized this too, and that was why the thrusting of the tentacles had sped up. It might have seemed strange that a mushroom would be doing this, but it was for the sake of the pony and not the creature. It had studied ponies a lot, and whenever it did this, it made the ponies really happy.

The tentacle in Trixie’s throat ploughed forward hard, and her eyes rolled all the way back as she choked roughly on it, tears starting to stream down her cheeks as an after-effect of the choking. The tentacle that had been ploughing in and out of her cunt ploughed forward even harder, and she tried to let out a scream as it forced into her womb.

She did not know why, but the feeling of being so helpless, the feeling of being taken so brutally by something that did not seem to care about how much she begged… It sent so much pleasure tearing through her, and she let out a loud squeal as she was forced over the edge into an orgasm.

Her lungs were still burning, and dark spots were starting to dance in her vision, but she still had the strength to experience prehaps the most instense orgasm of her life. Her throat and cunt both convulsed like crazy as every inch of her nerves screamed out in pleasure, her whole body was shaking, her mind was totally numb as her cunt convulsed around the tentacles.

Tentacles which begin to spray out some kind of warm gunk straight into her holes, bypassing her mouth and pouring straight into her gut, filling up her intestines and spraying straight into her womb, filling it up as she cried out happily.

The fluid was warm, much like cum. But unlike cum it was a lot stickier, seeming to cling at her walls and the inside of her intestines as it pulled backwards out of her. Some of it landed on the inside of her maw, allowing her to taste it.

Of course, it tasted delicious, kind of sweet, but also kind of savoury. She did not have long to focus on the flavour however, as the orgasm had been so strong that conciousness was now failing her. She did not struggle or try to fight against the effect, simply giving into it as she cuddled against the tentacles that surrounded her.

Her body ached, her strength was spent, and she gave into the joyous release of sleep.

The creature stared up at its prey as it seemed to go limp, flopping against it tentacles. For just a moment it was worried it might have hurt the flimsy creature, but its instincts told it that that was not the case. The gunk that it had sprayed into the creature had caused that, and now that gunk was going to spread joy to this pony, and then she was going to spread happiness to all the other ponies and creatures.

This was perfect.

Chapter
Trixie awoke with one hell of a splitting headache and no memories of how she had managed to get such a headache. Normally this would be an indication that she had been out drinking far too heavily and given herself alcohol poisoning.

But the fact that she was in the middle of the Everfree forest quickly put an end to those thoughts. There was no way that she could blame this on drinking too much. Along with this, her skin was really starting to itch, which was a minor concern. She had just woken up in the middle of the everfree, where there were swarms on insects and other creatures. A little itching was to be expected.

The larger concern was how the hell she was going to get out of the forest. Her wagon was lost, and she had no idea where it had gone, and for some strange reason, no urge to go and find it despite the fact that it contained all her worldly possessions.

It just… Did not matter to her any more. One of her hooves reached back and begin to lightly scratch at her shoulder, which was really itchy. With no wagon, the only choice she had was to walk. It was not going to be fun, but she could make it.

She was out of food, so she would need to find some more before moving on to Ponyville to get herself a new wagon and a nice warm bed to rest in. That was what she had been doing, this whole trip had been about finding a warm bed…

Her hooves begin to slowly carry her through the forest, now certain of her destination.

Whereas before the creatures and monsters that filled the Everfree would have frightened her, now they did not bother her in the slightest. The sounds of birds letting out quite, almost fearful songs, as if they wanted to express their joy but were too scared of being picked off by predators to sing fully, the howling and growling of beasts, and the calls of monsters. All of these filled the forest around her, and she loved every single one of them.

For a scary place, it sure was full of life. She had never really seen it before, too fearful that a timber wolf could jump out of nowhere and attack her. She was no longer scared of that happening. Nature was a wonderful, chaotic thing, and if something was hungry enough to risk attacking her, then that was just part of nature.

Her hooves did not seem to tire in the slightest as she moved across the forest floor, sticks and other objects crunching softly beneath her hooves. As she moved down the thin winding forest trail, the itching of her skin begin to get even worse, and when she begin to scratch at it, her skin begin to peel away, showing small mushrooms and bare red flesh beneath.

It was fine however, because her sky blue fur quickly grew back around the small brown mushrooms, almost hiding them from view. For some reason she knew that nobody else but her would be able to see the mushrooms. They were her gift, and she was going to look after and care for them like they were her children.

A walk that would have taken a normal pony at least a little over a day was finished by her in under fifteen hours. She barely even noticed the walk, her body not seeming to tire in the slightest, as if it was pulling strength from some infernal place.

One minute she had been calmly walking forward, her mind wandering as it begin to think about how amazing mushrooms were, and then she was suddenly right outside Fluttershy’s cottage. There were little flashes and half remembered memories of the walk, and then…

Well, it did not really matter. She was here now, and dark clouds were starting to clutter the sky above, forming into a thick gray mat that blocked out the sun above and turned everything into varying hues of gray and other dull colours.

There was about to be one hell of a thunderstorm that she did not fancy standing outside in it. She pulled the brim of her wizard hat lower over her eyes and slowly walked towards the front door of the house, stopping just outside as she extended a hoof and rapped it gently into the wood.

Fluttershy took longer then expected to open the door. She must have been nervous, or busy, or just cozy, because when the yellow pegasus opened the door, the first thing that she noticed was that the yellow pegasus was wearing an extremly fuzzy white dressing gown, her pink mane was in quite a state, and she was carrying a cup of hot coco in her hoof.

It looked like Trixie had disturbed her from a really deep and cozy sleep, which she felt bad for, but she needed to get some food and rest before moving onto Ponyville, and Fluttershy was the only friend she had in the area.

The pegasus’ blue eyes flew wide upon spotting Trixie in her doorway, and she almost dropped her mug of hot coco on the ground.
“Trixie? What are you doing here?” She squeaked.

Trixie gave a soft laugh, the kind of laugh someone would give if they were really tired and could only be half bothered into putting in the effort required to laugh.
“Sorry to just drop in like this Fluttershy, but I lost my wagon in the woods on my way to Ponyville, and I’m out of food and water, so I need a place to crash for the night, and you were the only pony I could think of to help me,” She said, trying to avoid making her voice sound too desperate.

Fluttershy looked over her, noticing the state that her fur and body were in. Besides looking battered, there was something… Off, with the blue mare, although Fluttershy was not able to put her hoof on what exactly that something was.
“Yes! Of course you can Trixie. My home is in a bit of a state at the moment however, so you’ll need to ignore that. I hope it won’t be too much of a problem.”

Trixie let out a relieved sigh, and almost moved to hug the pony before remembering that she would likely not be a fan of physical contact. “Thank you so much Fluttershy, you have no idea how much this means to me. I thought that I was done for when I saw those clouds rolling in.”

Fluttershy gave a weak smile and stepped out the way of the door, pausing for just a moment to take a sip of her hot coco, which somehow was adorable.

Trixie stepped into her home, and even though Fluttershy had said it was a mess, it seemed to still be as clean as the last time she had visited. She was not very close with Fluttershy, and that was simply for the reason that she was an ex-villain.

Even if those days were well behind her and there was no way that she would be going back to those days, she still knew that Fluttershy was still a little uncomfortable around her, and that was totally fine. She deserved that considering she tried to take over her home town and did horrible things to her friends.

The only thing that had changed about Fluttershy’s home that she could see was the fact that there was now a blanket fort built in the middle of the room out of sticks, pillows, and indeed, blankets.

She did not want to draw attention to the fort, no matter how amazing it might have been, so instead she moved past it and sat on what remained of the sofa, the pillows had been stripped off it and added to the amazing pillow fort.

Fluttershy trotted over to the sofa and took a seat next to Trixie, sniffing softly before taking a sip of her coco.
“it’s gonna be a really stormy night tonight. I’m glad you came here, I’d feel really bad if you were out in this.”

Trixie smiled softly and leaned back into the sofa “I’m really grateful that you’re offering me shelter. I’ll be happy to bunk down on the sofa for the night so that I’m out your mane.”

Fluttershy blushed lightly and then sipped her coco again, “I-I was going to sleep in the blanket fort I made tonight.” She buried her face in her hooves softly “I-I’m so childish…”

Trixie blinked softly, looking between the shy yellow pegasus and the blanket fort that she had built in the middle of the room. It was really well made, almost certainly one of the best blanket forts that Trixie had seen in her life.

After a moment, she realized that Fluttershy was feeling really bad about the fact that she had built this apperently childish object, but Trixie did not really see anything childish about it. There was a thunderstorm rolling in, and hiding in a blanket fort seemed like a really fun way to see out the storm.

She let out a soft chuckle “Nonsense. It’s one of the best blanket forts I’ve ever seen, certainly better then anything that I could ever hope to build. I’d love to share it with you… Although the… Great and Modest Trixie is currently the Great and Smelly Trixie That Is In Need Of A Shower.” The joke was a bit of a risky one considering what she had done to the yellow Pegasus’ friends, but it did manage to draw a light giggle from her as she looked towards Trixie, half a smile currently etched onto her face.

“Really? I… I did not think you’d be into that kind of stuff.”
Trixie shook her head “Trixie may not know you very well, but she really likes Blanket Forts, and would not trust anyone that cannot appreciate a well built fort.”

Fluttershy giggled softly, but did pick up on the hint that Trixie was asking to use her shower “You’re free to use my shower, Great and Stinky Trixie.” She said, giving a bright smile as she seemed to relax slightly “The shower is upstairs, on the left! I’ll brew some tea for us, and then… Well, if you’d like.”

She blushed, and then stuttered, which was really cute. Trixie gave her a few seconds to try and unmuddle her thoughts, then let out a smile and finished her sentence “I’d be more then happy to join you in that blanket fort.”

Fluttershy nodded slowly, seeming to relax now that Trixie had finished the sentence for her. Honestly, Trixie was a little surprised at just how well they had managed to hit it off.

The shower that Fluttershy owed was rather impressive, it looked like it was built for showering larger farm animals, which was very impressive. She could not wait to have a shower, because at this point her skin was really itchy.

To start with, the itching had been fairly minor and had been focused on only a small number of spots, but now it had spread over every inch of her body, and now everything was itching like crazy. She had been able to ignore it to start with, but now she desperately wanted to scratch at the horrible itching and have a shower to try and make it stop. Her horn glowed to life and turned the shower on, which begin to spray out warm water.

It was a far larger spray then most showers would be able to provide, and Trixie could not wait to get beneath the water spray and wash all the itching away. The bathroom was fairly simple beyond the large shower. The wallpaper had little pink butterflies on it, and there was a sink and a medical cabinet, but beyond this there was very little in the sparse bathroom.

She did not care, just being happy that someone had decided to show her kindness. Slowly, the Blue unicorn mare stepped forward into the warm water. As it cascaded over her, she let out a loud gasp. It felt… Amazing, beyond words, and much better then she had remembered from the last time she had taken a shower.

It must have been because of the fact that she had been on the road for so long. She let out a loud gasp and arched her back slightly as she let the water wash over her. The itching was still really bad, but the warm water did help eliviate it just a little bit.

She begin to grind her back against the side of the shower, letting out a series of soft moans as the water tried to wash away that terrible itching, doing a fairly good job of it. As she rubbed herself against the wall of the shower, her skin begin to slowly flake off, but she barely even noticed, too lost in the pleasure that the water was bringing her.

This soon changed when she wanted to apply soap however. Shampoo never used to burn her, but now when she tried to rub it into her fur, it burnt like crazy. She let out a soft hiss of pain and quickly washed the strongly scented substance away.

Her fur had peeled off in a lot of places, and she had to clean it out of the plug hole to prevent it from flooding the shower, but thankfully the shower was designed for larger animals, and as such the plug hole was much larger then a normal one would have been.

Once she was done with the shower, she turned the water off and slumped against the far wall with a soft sigh as she recovered from the bliss that had flooded through her body.

That must have been the most intense shower of her life, and she had absolutely loved every second of it. She slumped against the wall and softly ground her back into it, looking at the patches of mushrooms that had sprouted on her shoulders and back.

They were so pretty… She loved them so much. The flesh beneath was red, but not sore in the slightest, in fact, it even felt good, no, amazing even. She slowly climbed to her hooves and looked into the small bathroom mirror set above the sink.

She no longer looked like a pony. Now she was a wonderful example of nature’s perfect design, thick patches of mushrooms grew on her shoulders and back, and patches of her mane were starting to fall out as a much larger mushroom begin to sprout out of her head. Of course, the ponies would not be able to see her gloryious form. They were too blinded by their own shortcomings to notice.

Trixie was going to change all of that, she was going to make them just like her, join them into the glory of the hive mind, and then they were going to live happily together, working towards a common goal.

Right now, the ponies did not have that. They were entering into a dark age where all they cared about was getting as much money and possesions as possible, even going as far as to hurt others to do so.

It was a disgrace. That was not how one should live. They-

Trixie took a breath. She was getting far too worked up over this. She really needed to take a moment to just… Chill out. She was here with Fluttershy, and Fluttershy had been kind enough to give her a shower and shelter, and she was going to return the favour somehow.

She cooled herself down, then begin to lightly dry herself off, careful not to disturb the mushrooms that had sprouted out of her back. Her fur was slowly starting to grow back around the mushrooms.

Now she was going to go down the stairs and meet up with Fluttershy to drink tea and hide in a really comfortable blanket fort. Fluttershy was currently sat down on the sofa, having laid out a teapot and a set of cups on the coffee table.
This was going to be good fun.

Chapter
After being away for so many weeks, it was finally good to be back inside a normal house. Both her and Fluttershy were currently hidden in the blanket fort with several animals, all of them were hiding from the thunderstorm that was now raging outside. It had escalated astoundingly fast, going from a light patter of rain against the windows and roof of the tree house hut, before becoming a howl and a deep constant rattling as it battered against the windows, seeming determined to get inside.

Of course, neither she or Fluttershy were concerned in the slightest because they were hid beneath the safety of their fort. Fluttershy had been slightly worried about the animals that were still outside, but she had calmed down when Trixie reminded her that they would be smart enough to take shelter and would likely have endured worse at some point in their lives.

The animals currently with them also helped to comfort the yellow pegasus. They included a bunny rabbit called Angel, a small flock of birds and a hedgehog. All of them were currently partaking in a picnic that Fluttershy herself had laid out. The tea was really good, it might have just been because of the fact that she had not drunk proper tea in an age, but it certainly tasted better then she remembered.

Thinking about this reminded her of the fact that her wagon was most certainly now destroyed. If it had not been ruined before, the damage it had taken would likely let the water in which would ruin all her stuff.

That did not bother her however, she could get more stuff, but the time hidden here with her friend, that was priceless. She really wished that he had met her sooner. Poor Fluttershy was still slightly worried about her animals, but Trixie had plans to make all that fear go away.

Fluttershy sipped softly at her tea, snapping her out of her thoughts.
“Are you enjoying your tea, Trixie?” She asked softly, giving a light smile. Trixie gave an eager nod and picked her teacup up, sipping it lightly before placing it back down on the saucer.

Her mind was starting to wander. She was thinking about how she wanted to make her new friend happy, and how the best way to do that would be to join her into the mushroom hive mind. She could feel the presence of the leader even now, and it made her feel so happy.

Thunder ripped through the air outside with a loud roar, lighting up the small blanket fort that they were in much brighter then the small electric lantern could ever manage. Fluttershy let out a soft whimper and leaned back into the wall of her fort. Angel cuddled into her comfortingly, and she gave a weak smile.

“Sorry, I must look like a total wuss...” Fluttershy said. Trixie shook her head “Don’t worry about it, the thunder is really going at it. Even I’m a little scared.”

She moved over, closer to Fluttershy, and attempted to cuddle up to her. Fluttershy seemed a little relcutent to cuddle into her to start with, unsure exactly what she wanted, but after several moments she relented, and the two of them huddled close together. For now, they were simply cuddled together like friends, but Trixie was planning to change that very soon.

“I-I’m… This is nice.” Fluttershy said, cuddling close into her shoulder. Trixie begin to stroke up and down her back with a hoof, feeling all the tension that had built up in the poor yellow pegasus. The thunderstorm must have been doing quite the number on her, and Trixie planned to rub every ounce of tension that she could from the mare.
Angel Bunny did not look happy about her touching the yellow pegasus, and gave her a warning glare that if her hoof went any lower, the small bunny was going to snap it off.

Trixie would need to deal with those animals if she wanted to advance with her plans, and for a few moments she had no idea how she was going to do that, but then she heard voice of the hive leader in her ear, and she knew exactly what she needed to do to get rid of those pesky animals without hurting them.

Slowly, she moved back from Fluttershy, just a little, then the mushrooms on her back seemed to twitch, before thick spores begin to pour off them, catching in the yellow light caused by the lantern and filling the air with a light pink haze.

The dose was enough to make a pony sleepy, but for the small animals, their eyes became half-lidded almost instantly, and then one by one, they begin to drift off to sleep.

Fluttershy was not able to see the mushrooms, and she did not see the spores as they filled the air and sent her animals off into a deep sleep. She did not notice this happening, as she herself was affected by the spores, feeling her eyes slowly close as she let out a relaxed sigh.

Trixie felt a soft smile spread across her face as she stroked over Fluttershy’s back with a hoof, letting the tension melt away beneath her hooves as she let out a soft hum, slowly moving the yellow pegasus into the lying position on the ground of the blanket fort. This was made out of pillows, and was soft enough for her to pin the mare against it without the slightest worry about harming her.

Fluttershy looked slightly worried abut what what was happening, but the spores helped her to relax, sending her into a deep, half asleep state which she happily melted into beneath Trixie.

The blue unicorn smiled softly, making sure that Fluttershy was still enjoying it as her cunt begin to slowly get moist, ready to take the cock of some brutish stallion. Of course, Trixie was not planning to take any stallions at this time, and was instead planning to take the mare beneath her.

Her horn slowly glowed to life, spreading apart Fluttershy’s legs as she looked over the mare with a comforting smile. The yellow pegasus looked confused over what was happening, but was too relaxed to do anything against to fight against this, her eyes were half lidded and she let out a relaxed sigh, smiling up at Trixie in a dreamy, half asleep fashion.

The blue unicorn had no ideaz how she was going to join Fluttershy into the glory of the hive mind, but she soon discovered that mushrooms growing on her skin was not the only change that her body had undergone, as her own legs slowly spread apart and she let out a gasp as something spilled from between her legs, something that a mare like her really should not have.

The thick throbbing horse cock twitched against the open air, so close to Fluttershy’s virgin cunt that he could feel the heat coming off of it. Trixie did not know why there was a throbbing horse cock spilling from between her legs, but she did know exactly what to do with it.

She slowly pressed her hips forward, the head of her length kissing against Fluttershy’s snatch softly. The yellow pegasus let out a sharp gasp as her eyes rolled back slightly, her teeth lightly biting down onto her lip as she needfully spread her legs apart to accept the large length.

Fluttershy did not seem to be bothered by the fact that her female friend suddenly had a massive throbbing horse cock, so out of it because of the spores that she was basically in a dream state, and she did not know exactly what was happening, but there was a cock and she desperately wanted said cock to be buried inside her snatch. Trixie was more then happy to provide this, the hive mind egging her on as she ground her length up and down slowly.

She was not going to plough straight into yellow pegasus, because this would hurt her, and she did not want to hurt her newfound friend. Thankfully, a mix between the spores and the fact that Fluttershy hardly ever got to have sex meant that she begin to get extremely wet from the stimulation, gasping softly as her eyes rolled back slightly and her hooves went up to her face, a deep blush spreading across her cheeks as she half reconised that the situation she was in was embarassing.

Trixie did not bother with teasing or taunting, she simply pressed her member forward slowly and wrapped her hooves tightly around her back, pulling her into a loving embrace as she slowly begin to slid the member into her. Fluttershy gasped loudly and then, catching Trixie totally off guard, forced her hips forward hard, seeming desperate to take the cock inside of her.

The feeling of her cock slowly sinking into the soaking wet snatch was very strange, as she had never had a cock before. It felt amazing, to say the least, and she was more then happily to roughly push her hips forward, letting out a soft gasp as her eyes softly fluttered, sliding the cock deeper and deeper into the yellow pegasus as gently as she was able.

Fluttershy did not make being gentle any easier. She seemed to be quite the little cock whore, letting out a really cute squeak as she forced her hips up onto the length. Trixie sank inch after inch into her as the mare suqirmed against the cushions beneath her happily.

The unicorn’s body was still pumping out spores, which might have been part of the reason that she was so needy for the cock, her hind legs suddenly wrapping around Trixie’s rear, pulling herself up onto the cock as she let out an even louder squeak.

Trixie gave her a few moments to adjust to the cock that was currently buried in her snatch, then pulled Fluttershy up towards her by wrapping a hoof tightly around her back. She did not remember being this strong before, but either way she had no trouble at all lifting the pegasus with one hoof, something she would have never been able to do before.

With the mare held off the ground, Trixie begin to slowly thrust back and forth as gently as she was able, but still slowly picking up speed. Soon, she was slamming her cock in and out of the poor yellow pegasus. She had not meant to take Fluttershy like this, but the feeling of the shy yellow pegasus’ walls clenching roughly around her cock was more then enough to send her into a lustful frenzy.

She could not wait to pump this mare full of spores and cum, joining her into the glorious hivemind that was soon going to make so very many ponies happy. Fluttershy certainly seemed to be happy at the moment, calling out like a song bird as she slammed herself up onto the cock.

Trixie was driven forward by her song, her hips being powered by strength that the spores had granted her. She was going to pump this mare full of spores and then she would join into the hive mind and they would both live happily-

Fluttershy suddenly let out the most adorable squeak as an orgasm suddenly snuck up on her from out of nowhere, her walls convulsing hard as her eyes rolled all the way back to the whites, pumping rapidly back and forth on the length as her orgasm ripped through her. The convulsing of her tight, virgin walls was more then enough to send Trixie over the edge.

She let out a loud cry of her own, and then an orgasm ripped through her. Her cock throbbed rapidly, her back arched and her hooves hugged the yellow pegasus to her chest tightly as she let the orgasm rip through her. Her hips slammed back and forth, pumping her cock rapidly in and out of the tight snatch, before thick ropes of spore laden cum poured out of her cock.

Her brain overloaded with pleasure. Every inch of her nerve endings screamed out in pleasure as thick ropes of cum poured from her cock, straight into the yellow mare’s womb, her hips slamming back and forth roughly to hammer the thick ropes of spores directly into their womb.


Fluttershy stiffened up, her legs twitching softly as pleasure ripped through her body, hooves reaching up to try and pull Trixie down onto her to pull that delicious cock down even deeper inside of her.

As the spore laiden cum was sprayed into her womb, she felt a warmth starting to spread through her. To start with it seemed like the feeling of a post orgasmic afterglow. Fluttershy had never had her womb rammed full of stallion seed before, so she assumed that this was just what it felt like when your womb got filled with cum.

But then the warmth slowly started to spread through her body. It felt good, like a wildfire of pleasure taking light right in her core before starting to spread over every inch of her body. Only, it was moving much slower then one would expect a wild fire to travel. It was more like a drop of oil, slowly spreading across the surface of a swimming pool then a fire spreading through a forest.

She let out a soft cry, frantically rubbing at her cunt as she tried to help it spread even faster through her body. It did not work however, and she soon realized that she needed more of this amazing fluid inside of her if she wanted it to spread faster.

She looked up to Trixie and let out a loud, mewling plea as her brain attempted to form words. With all the pleasure that was currently tearing through her body however, that proved far harder then she had been expecting. Her brain was lagging, like a great machine that had just had a pebble thrown into it.

Her mind tried to put a sentence together to express exactly what it was that she wanted, but the best that she managed was to weakly squeak out “More,” as she spread her legs apart, the spore laden cum drooling down her thighs as that amazing warmth slowly spread throughout her body at an angonizing rate.

Trixie was hard again in moments, given immense strength by the spores that currently flowing through her veins. She gave herself just a moment to rest and recover from her orgasm, before she pressed her hips forward as hard as she was able.

There was not a hint of being gentle now. The yellow mare wanted more, and Trixie was going to give it to her. She slammed her hips forward, her member sinking into Fluttershy in an instant, roughly slamming her against the floor of their tent.

From outside there was another flash of lighting that lit up the tent, making it brighter for just a split second, long enough for Trixie to take in the slutty expression etched onto Fluttershy’s face in full light rather then the dull light cast by the lamp.

Fluttershy’s tongue had lolled out of her mouth, her eyes had rolled back to the whites, and her front hooves were up in a begging position that made her look somewhat like a dog.

Trixie really enjoyed it far too much, her hips ploughing back and forth to slam the poor mare against the floor of the tent as hard as her hip  allow her. She had been fearful about hurting the poor mare, but she soon realized that these worries had been false, as Fluttershy was absolutely loving the pounding that she was receiving, each of the rough thrusts being swiftly followed by the rough pounding, squealing out in pleasure with each of the rough thrusts as her cunt convulsed roughly around the massive slab of cock meat that was pounding roughly in and out of her.

Right now, the infection was still slowly spreading through her body, spreading outwards from her womb and into the rest of her body. It itched badly, but also sent waves of immense pleasure tearing through her body.

She could feel it taking root inside her womb, spreading through her veins and filling her with such immense pleasure. She wanted to take even more of the seed and have it spread through every inch of her.

It felt so amazing. She needed more of it so desperately. She wanted it to spread through every inch of her body so that every inch of her felt this good.
Trixie was still rapidly pounding her cunt, her hips smacking loudly against those of the pegasus beneath her, so fast and hard that her skin had turned a shade of red beneath her light yellow fur. For her first time, she really was being given it hard.

Her cunt convulsed roughly, her eyes rolled back slightly, and with each thrust she let out another howl of pleasure, rapidly working her way to yet another orgasm.  She was going to pound the shy yellow pegasus full of even more spores. Currently they filled her womb in massive numbers, the warm fluid unable to leak out because of the fact that Trixie’s cock was keeping it inside.

The infection seemed to be spreading through Fluttershy far faster then it had spread through Trixie. Already it had reached her chest and was on its way up to her brain. Trixie had stopped producing the spores that were arousing the both of them and keeping the animals sedated, but it did not change the situation in the slightest.

Fluttershy was being made horny by the spores that were spreading through her insides now. There was nothing she could do but howl and scream for more, and Trixie was about to give it to her. Her eyes rolled back slightly as she bit down on her lip hard, her cock throbbing and already dribbling pre that was also dosed with a massive amount of spores.

Trixie moved her hooves down and pinned them roughly against Fluttershy’s shoulders to keep her pinned down as she used her cunt like it was little more then a toy to use for pleasure. By this point, Fluttershy should have obtained an orgasm. But instead, the pleasure kept building inside of her, higher and higher until her mind was falling apart from the immense pleasure that was tearing through it.

She kept up the songbird screams of pleasure, rolling through the air and keeping Trixie focused solely on her task of pounding the spores as deep as she could into the poor mare and joining her into the hive mind. They were both going to be so happy together.

Fluttershy was slightly fearful about the extent to which she was giving into the pleasure. She could feel her thoughts colliding with one another, getting all scrambled up into in an incomprehensible mess that was impossible for her to decode.

She knew that her mind was going to fall apart when this orgasm hit her, but she was still desperate for it. Every inch of her body was screaming out for it, the pleasure that had built up in her body was like water trapped behind a dam, and right now that dam was overflowing, there were cracks in the concrete and yet it was still somehow managing to hold.

Trixie changed all of that however, she let out a loud squeal of pleasure and slammed her hips forward as hard as she was able, her cock slamming so hard into Fluttershy that she was sure the tip entered her womb, ready to give her the gift of even more spores.

And it was at this point that Fluttershy finally gave in. The dam exploded outwards in a shower of concrete and water, and her mind did the same, siezing up as her thoughts failed her and the only thing she could do was howl in pleasure as the orgasm blasted through her.

Trixie let out a cry of her own, her hooves pinning roughly against her shoulders, hard enough to no doubt leave bruises, but her orgasm was not enough to shatter her mind apart like it had done for Fluttershy, which was a good thing as she got to take in the face of the yellow pegasus in all its glory as the orgasm tore her apart.

Her eyes rolled back, her back arched, her hooves dug into the sheets beneath her as her wings fanned out behind her. There was drool leaking down one side of her face, all her limbs were twitching like she had lost all control of them and her cunt was convulsing like crazy, frantically milking the length that was buried inside of her for everything that it had to give, and Trixie was more then happy to give it to her.

The thick white substance poured from her cock in a thick torrent. It looked almost exactly like sperm, and in a lot of ways it was, but instead of being filled with sperm cells, it was instead thickly laced with spores. She hammered so much of it into the poor mare that her womb bloated slightly, enough to give her a visable bulge as the spores flooded her veins and rushed through every inch of her body.

Trixie shook softly, her strength spent from all the spores that she had just pumped into the poor mare. Her legs were shaking softly, and her hooves were threatening to give out. She let out a relaxed sigh, collapsing over the top of the mare beneath her as she let out a soft sigh, hooves wrapping tightly around her to pull her close and keep the massive member hilted inside of her.

She licked softly at her neck as she let out a sigh, the two of them cuddling with each other as the spores begin to rush through her veins. Every inch of her skin was itching like mad as it slowly spread through her. She could feel the spores spreading through her, filling her with an overwhelming sense of pleasure that only added to the feeling of her afterglow.

It had reached her neck now, and her back was itching like crazy as mushrooms begin to grow from out of her fur, sprouting through her skin and instantly being pressed into the ground. She squirmed against Trixie as she attempted to roll onto her front to prevent the mushrooms from being crushed. She felt an overwhelming need to try and protect them.

The spores had reached her head now, which gave her one hell of a splitting headache. She did not want to squash the mushrooms into the ground because they felt like part of her, and she did not want to see them hurt. But as the spores reach her head, the need to protect the mushrooms became even stronger.

Now they did not only feel like they were part of her, now they felt like they were her purpose. She needed to care for them, she needed to help look after them and help them spread.

She could feel the mushrooms beginning to spread under skin, sprouting through her skin. Fluttershy was so sleepy, all her nerve endings were fried from the pleasure that had torn through them. She slowly slumped back against the ground and let out a relaxed sigh, rolling onto her side so that the mushrooms were not pressed into the ground.

Trixie slowly stroked over her body as she stared down at the yellow pegasus, who was currently slumped against the ground with a massive grin her face. The blue unicorn had done it. She had recruited Fluttershy into the hive mind, and it had felt just as amazing as she had been expecting.

And she could feel that the hive mind was happy with her. Her veins were being flooded with an overwhelming sense of joy, and she slowly shambled to her hooves. Once again every inch of her seemed to be itching, burning and calling out for her to find somewhere dark to complete her transformation.

The tent that she was currently in was apperently not dark enough, so she leaned over and flicked the lantern off, plunging the tent into darkness. The small patch of mushrooms on her back was now starting to burn like crazy, her skin screaming out for her to scratch at it.

She was more then happy to do so, flopping against the ground as she pressed her hooves roughly into her skin. It peeled away easily, like the skin of an onion, and beneath dozens of small mushrooms sprouted forth. By this point, the mushrooms had fused with every single inch of her body and organs.

Mychillium was wrapped around or growing into every single one of her organs. It wrapped around her heart and shared fuel from it to the rest of the roots growing through her, while also producing chemicals that made her whole body perform better at the tasks it was given.

It was the same for all her other organs. Each of them was wrapped in a white fuzzy coating, even her brain was wrapped in it, the hive mind now having acsess to every memory that she had ever had, able to activate her pleasure or pain receptors. Not that she would ever need to be punished, nothing made her happier then spreading the hive mind to everyone that she could.

Of course, the mushroom was not able to grow through her skull, as that would likely damage it and leave her open to being brought down easily by a single blow to the head, and the mushrooms wanted to make her happy and protect her as much as she wanted to protect and make them happy, so instead they had grown along the underside of her skin from her heart.

The under layer of her skin was now nothing more then a thick layer of mycelium, formed into a thick mat that would be able to heal any wounds and prevent her blood from leaking out, while also being nearly impossible to cut through.

Trixie was made aware of all of this as she thrashed about on the ground and clawed at her skin to let the patches of mushrooms grow through. They needed to be on the surface of her skin, ready to pump out millions of tiny spores at any moment.

Now, she was well and truly part of the hive, collapsing against the ground as she panted softly, recovering from the waves of bliss that the mushrooms had provided her with as a pain killer. Having hundreds of tiny roots growing through your body had to hurt, but now that they were attached to her nervous system and wrapped around her spine, she never needed to hurt again.

Meanwhile, Fluttershy was going through a similer transformation, letting out cute little squeaks as she thrashed about in her sleep. The transformation was going much quicker for her, as she had a womb full of spores and plant food that had been mixed in with them. They used it as fuel, wrapping around the inside of her womb in a thick fuzzy coating, which then spread outwards along the walls of her cunt, more then ready to infect any stallion that planted his penis inside of her.

Once her cunt was coated in the fuzz, it begin to spread to other parts of her body. Her overies were given a similer coating of spores, amking sure that any foals she had would be infested. As the mychilum pulled up the plant food to fuel its growth, the slight bulge in her womb went down slowly. It moved outwards from her reproductive organs, attaching to the base of her spine and growing along it towards her brain, drawn towards it by the tiny electrical current.
Breaching the blood brain barrier was easy as they produced chemical flags that prevented the immunine system from picking up on it. Soon its roots were growing into her brain, recruiting her in the same fashion they had Trixie.

Fluttershy seemed to be at least slightly aware of what was going on, as she let out a soft, and fairly cute mewl in her sleep, squirming about. This time, the mushrooms were learning, adapting. It had been so long since they had infected ponies, and the hive mind had no doubt forgotten some things.

For example, the brain did not have nerve endings. It was impossible for it to feel pain,and therefore the pain killers they produced did nothing for it. Instead it was the inner walls of the skull that detected pain, and so they quickly flooded the chamber of cerebrospinal fluid that padded it with the drugs, growing along the inside of her skull to provide a cushion for her brain as it spread through it.

Now that her brain had been taken over, Fluttershy let out a soft sigh and quickly dropped back into a deep sleep, curling tightly into a ball with a massive grin on her face. She was no doubt having a wet dream by this point, the mushrooms using her brain to find the rest of her organs, before rushing to infect them in the same way that they had gotten Trixie.

The two mares slept soundly in the tent, mushrooms sprouting along their skin, ready to recruit even more ponies the moment they got chance to do so. It was going to be a busy few days.

Chapter.
Fluttershy and Trixie both awoke within the tent a few hours later, well, it was impossible to tell how much time had passed because of the fact that they had both been asleep. It felt like it had been a few hours however. Already the mushrooms were starting to spread throughout the house. They had overtaken the tent and the area around it, and were now starting to move beyond that. The animals that had been in the areas where the mushrooms had not been harmed, the hive mind did not really care for  adding their simple minds to the hive mind, not just yet.

Both of the ponies rose at the same time, copying each other motions exactly.


They had a mission to do. They had a task to carry out that was going to make them both so happy once they finished it. Having a task was already making such a difference to their mental state. They could feel the gentle whips of the hive mind at their back, driving them forward to carry out the task that they had been given.

Trixie was the first to step out of the house, stretching out her back as several of her bones popped lightly. It had been an extremely relaxing sleep, one of the best she had ever had. It was so good to finally be off the road, but she was going to need to get a new wagon at some point. She knew that it would be so useful for the hive mind!

Fluttershy and her slowly begin to move away from the cottage. With every second that passed the hive consumed them even further. Their personailty would remain in some sense, but now their goals were controlled by the mushroom hive.

So, where were they going first? Infecting Twilight was too risky as she might see through the simple pyschological spell that prevented their mushrooms being seen. Applejack had too much family that could get in the way, so they had decided to go for Rarity first.

It made perfect sense really. Non of the spells she knew had anything to do with seeing through spells, and she was well known and respected by a very large group of ponies that would easily bend to her will given the chance.

To turn her however, they would need to pull her away from her home and back towards Fluttershy’s. Her shop was right in the middle of town and they could not risk being disturbed. It would only end badly.

Their hooves crunched softly across the grass, time barely seeming to pass for the pair of them. One minute they were walking towards Rarity’s, and the next moment they were right outside her shop.

It did not seem like there were any customers inside, which was perfect. This would be easy. Fluttershy decided she was going to be the one that went in first, she was the most trusted by Rarity and would be the best one to convince her without raising the alarm.

The timid yellow pegasus slowly pushed the door open with a hoof, stepping into the shop. It was the same as always, a simple shop floor and workshop with ponyquins laid out across it, all of them dressed in the finest of clothing, and at the far end of the workshop was Rarity herself, hunched over her sewing machine and working madly on making some fine outfit for one pony or another.

“H-hello.” Fluttershy said, doing a good job of mimicking a fearful voice considering that she no longer needed to feel fear. Rarity did not even jump in the slightest, still focused on her work, the sewing machine humming softly for several moments before coming to an abrupt stop as she stood up from her work station, turning towards Fluttershy with a bright smile.

“Hello Fluttershy, what can I do for you darling!”

Fluttershy looked timidly down to the floor, pretending that she was working up the courage to ask “I-I… Umm.. I know you’re busy, but I have a tea party planned at my place, and T-trixie is going to be there… I wanted to try and get her to open up a little more to everyone, c-considering she only seems to open up for Starlight.”

Rarity looked confused for a few moments, and Fluttershy begin to worry that she had messed up and the white unicorn was going to try and raise the alarm, and then she would have to stop her.

And then her face slowly relaxed and she let out a sigh “It’s very short notice dear, but thankfully for you, I just finished up my work for the day. Well, this is the last of my work, but I’m sure it won’t be missed until I get back to it tomorrow. Is it taking place at yours?”

Fluttershy was flooded with relief, giving a slight nod “Y-yes! Thank you. I thought you’d be the perfect pony because Trixie has a keen interest in fabrics,” It was a lie, but a fairly believable one, Rarity should have no reason to doubt it.

The white unicorn slowly looked back to her work station, then back to Fluttershy “That’s fantastic! I’ll be over in just a little bit dear. I should likely finish this up before I get moving.”

Right. She needed to pick her next words very carefully if she wanted to to get away with this. “Well, I… Already brought Trixie here. I was hoping the three of us could share a walk or something… S-sorry. It was a silly idea.”

Rarity blinked a few times, then brightened up slightly “Of course not dear, I’ll leave that for tommorow. Do you think you can wait while I pack a saddlebag?”

Fluttershy gave a nod, trying to hide the smile that was summoned forth by all the joy that was currently flooding through her. The hive was happy with her work, and she was going to get rewarded later, but for now she needed to finish the job.

Twenty minutes passed, which was a very short time indeed when it came to Rarity packing. Normally she tried to pack everything, but this time she managed to show restraint and filled a single hoof bag with stuff.

Then the three of them begin to walk through the woods, which turned out to be the hardest part of the journey as they needed to pretend to be normal ponies and hold conversation about normal pony stuff. The fact that Rarity barely knew Trixie before she had become part of the hive really helped in this regard.

All their hard work paid off and they made it back to Fluttershy’s house without incident. Fluttershy and Trixie were the first to walk in, taking a seat at a table.

At this point, the mushrooms that had been growing in the small cottage had spread rapidly in the time they had been out. They covered almost every surface of the main floor now, and some of them were even starting to grow out of the table and spread along the roof. Of course, the ponies would not be able to see them.

Rarity followed in after the three of them, the door shutting behind her. The white unicorn slowly took at seat at the table next to them and slowly looked around the house. For a few moments she looked confused, and Fluttershy was worried that she might have somehow seen through the cloaking.

Then she relaxed slightly, looking down to the one of the mushrooms and reaching down a hoof to touch it.

Nobody could really give a concrete reason how she was able to see through their magic without a spell of her own, but if someone had to guess, it would likely have been because of the fact that she constantly strived for perfection, and years of toiling over making each stitch in a swath of fabric was up to that level of perfection likely had something to do with it.

She poked the mushroom, and just for a moment she seemed to freeze up as her brain tried to figure out what was happening. And then the veil pulled away, and she saw the house for exactly what it was.

Then, she screamed, her hoof striking out to crush the mushrooms on the table. Both Trixie and Fluttershy realized in this moment that she had managed to break the cloaking spell. As Fluttershy watched the mushrooms get crushed, she felt like her own children had been crushed.

Of course, these were just the fruiting bodies of the mushroom, and their roots spread far throughout the house. But the fact that she had just crushed their hard work, it filled them both with a sudden overwhelming sense of rage.

They both dived for the white unicorn in the same moment, knocking her from her chair and down to the ground. She was really starting to panic at this point, letting out a loud scream as she desperately tried to kick away from them. It did not work however, and the room soon begin to fill with a haze of spores in an attempt to calm her down.

Normally this would put any pony out of action, but somehow Rarity managed to fight off the effects of the spores, giving an annoyed whinny as spoke “Get off me you bastards! What the fuck is happening.” She screamed.

Trixie had enough of her speaking, pulling out a thin strip of fabric and forcing it into her maw, tying it around the back of her head. Rarity’s eyes flew wide as she begin to scream into her gag, which turned her screams into nothing more then loud mumbles as she desperately attempted to break free. It did not work out for her however, and her screams did nothing to disuade them.

Now that they had captured Rarity, they needed to decide what they were going to do with her. Currently, the hivemind was extremely angry with her crushing the mushrooms and somehow managing to see through their cloak.

They would have to punish her somehow, but they also had to make sure that she was still useful to the hive even if she was being punished. And they had a plan of exactly how to do that in mind.

To start with, she was not going to be transformed in the normal and extremely pleasurable way. Instead they were going to tranform her in a far more basic, and much less pleasant way.

Trixie let out a soft grunt, the mushrooms along her back slowly releasing a cloud of spores that coated Rarity as she desperately tried to struggle free from the grasp of the ponies, coughing lightly at the spores that were currently raining down upon her.

The moment the spores begin to sink into her fur, they begin to take root. It was at this point that pain flared through Rarity. They had not yet had chance to pump out the pain killers that they normally used, so it meant that it was extremly painful to have the roots slowly growing through her skin and the muscle tissue beneath.

Rarity let out a loud scream as her back arched roughly. Agony was flaring through her body, making her scream out once again into the gag. Fluttershy silenced these gags by sitting down and wrapped her hooves around their neck, choking her lightly as she moved her head up, biting softly at her ear with a chuckle.

“I can feel her squirming… Ohhh it must hurt so bad, but you should not have harmed our fungi friends like that if you did not want something like this to happen. That was really an overeaction.” Fluttershy said.

Although right now it sounded nothing like Fluttershy. All the worry was gone from out of her voice, and she spoke with a confidence that had never been seen in her before. It was likely terrifying for poor Rarity, but she was currently too distracted by all the pain wrecking her body.

The mycelium slowly spread deeper into her, and as her screams reached an apex, the hive finally showed some degree of mercy as it begin to dose her up with the same drugs that everyone else who got converted were given in an attempt to prevent it from being painful for her.

This, of course, did not help Rarity relax in the slightest, and she begin to struggle wildly, still screaming into the gag. Unfortunately, the combined strength that Fluttershy and Trixie had gained from the hive mind were more then enough to make her struggles totally useless.

The spores begin to spread through her, flooding her blood stream and spreading through her flesh, working to transform her into something far more useful to the hive.

Fluttershy watched her struggle about for several moments, then slowly stepped forward. She wanted to assert her newfound power on Rarity. For far too long she had been seen as meek and useless by all her friends, and it was time to show them just where they belonged. She was the new and improved Fluttershy and-

She slowly let out a grunt as a massive futa horse cock slowly begin to spill from out of her cunt. Much like Trixie’s it was mad out of thickly webbed mycelium formed into the shape of a stallion length. She could not wait to force it down Rarity’s throat and face fuck her like the whore she was now.

The yellow pegasus had no idea what exactly was making her this aggressive, and she did not care either. She felt so strong and powerful. Nothing could stop her. She could do anything!

She grabbed the squirming white unicorn and slowly pressed the head of her massive length to her lips, letting out a chuckle as she pulled the gag away, letting Rarity fully express the pain that she was in through a series of screams, her back arching before Fluttershy roughly pushed her hips forward, sinking the large length past the mare’s lips in an instant, the hard cock slamming into the back of her throat as she let out a loud gag, her eyes flying wide as she begin to choke on the large cock.

Now at this point you might be wondering why she did not just bite down on the cock and ruin it for daring to defile her. And she did try to do exactly that, but the moment she attempted to bite the length, several dozen needle like hairs jabbed into her skin, pumping her full of various drugs and chemicals to keep her nnice and relaxed whgile it transformed into her body.

The yellow pegasus let out a soft cry of pleasure as her cock sank into the mare’s throat. She tried to bite down more, but every time she did, dozens of tiny needles stabbed into her mouth, making her scream out in pain around the length.

And then it sank into her throat, the hundreds of tiny needles stabbing into her mouth, sending her screams to new heights as she almost choked to death on the cock. Fluttershy was not going to let this happen, and pulled back slightly, just enough to let her breathe enough to survive.

The feeling of her best friend’s maw wrapped around her cock was beyond amazing. Waves of pleasure tore through her body, making her back arch as her eyes fluttered softly. Honestly, she was sad that she had never had sex before a few days ago. It was beyond amazing, the power rush that she was getting only got stronger.

As her cock sank into her friend’s throat, it had the effect of making it convulse roughly, which was very bad considering the tiny needle like structures that covered it.

Fluttershy broke down the spikes so they did not harm her friend too much, but not before she enjoyed her screaming for a little bit. Rarity’s eyes were wide, tears streaming down them, turning them bloodshot and causing her make-up to smear down the sides of her cheeks.

It was an amazing sight, having her friend totally helpless at her hooves. Meanwhile, Trixie was watching from the table, her own eyes slightly widened by just how brutal Fluttershy was being. Most ponies would have been at least a little scared, but it only served to turn Trixie on. She was really enjoying watching just what the hive mind had done for Flutterhsy.

The timid yellow pegasus had sure moved on quite a lot since joining the hive mind.

Unfortunately, Fluttershy was enjoying the sex so much that it did not seem like she was going to last very long at all. Her cock throbbed within the throat of the poor mare, already getting ready to blow her load inside of them.

Trixie let out a soft laugh as she watched Fluttershy’s eyes roll back in her head, her eyelids closing tightly over them as she rapidly bucked her hips back and forth as hard as she was able, her hips slamming against Rarity’s face, filling the air with slapping.

Their was nothing she could do to hold back her orgasm, crying out one last time before she hilted roughly into her throat, her member twitching softly before it begin to spray thick ropes of hot cum straight down her throat, each spurt of the thick cum sending even more waves of pleasure through the yellow mare, who’s hooves dug into the ground to steady herself as she slammed her cock as deep as she could.

Rarity was pumped full of the cum, which flowed down her throat, not even giving her a chance to spit it out as it moved towards her belly. Of course, this cum was heavily laced with spores, and they quickly soaked through her intestines and flooded her blood stream.

If they had been in her body in large numbers before, they were now flooding every inch of her blood, rapidly spreading to every part of her body and beginning to take root within her organs like it had done for the other two mares.

Fluttershy slowly pulled her length out of their throat, watching as they coughed and spluttered softly, desperately trying to pull air into her lungs. Now that the spores were really beginning to take root, she let out a soft whine, the tears streaming down her cheeks stopping as her hooves dug at her chest.

It was at this point that Fluttershy and Trixie both decided it was time to leave her to join into the hive, but before they could, Rarity’s eyes snapped wide. “P-please! More, more! I need it!” Rarity cried.

Neither Trixie or Fluttershy had been expecting this, but Trixie let out a soft chuckle and stepped forward as her own length begin to spill from out of her vagina. If Rarity really wanted it that bad, s Trixie was going to give it to her, and she was going to give it to her hard.

She pressed her length to the white unicorn’s snatch, looking down into her eyes with a chuckle, watching Rarity’s expression. The mare was a shadow of her former self at this point, nothing more then a whore frantically begging for cock.

Well, technically she was begging for spores, but begging for cock was much hotter. Trixie let out a moan as she begin to grind her cock up and down Rarity’s snatch. She was soaking wet by this point, the drugs that were being pumped into her body had many effects, and one of those effects was the fact that it greatly aroused the new host.

Trixie’s cock was instantly coated in a thin layer of juices as she let out a moan, teasing it back and forth along the length of her cunt lips, staring down into her eyes as she mewled weakly, practically begging to be violated by the massive length that was about to plough straight into her and fuck her totally senseless.

She did not seem to realize it just yet, but she was not being turned into a normal drone like Fluttershy and Trixie, but rather a much different type of mushroom.

Trixie teased her sensitive snatch a few more times, then roughly pushed her hips forward, hilting her length into Rarity in one smooth, brutal motion. Had it been any other mare, it would have likely been painful, but Rarity was so soaked that it did not hurt in the slightest as it slammed deep into her snatch, almost poking against her womb.

Her back arched, her own hips desperately attempting to drive the cock even deeper into herself as she writhed about on the floor, screaming out in an attempt to express the pleasure currently tearing through her. The attempts to express it ultimately failed, as it was beyond anything she had ever felt before, and her head was so fried by the pleasure that thinking up a good way to express it was impossible.

She could do nothing but scream out like a feral animal and desperately attempt to force the cock into a rapid thrusting motion. The blue unicorn watched her writhe about with a smirk painted on her face. She had once been such a refined mare, and now she was nothing more then a whore, all in the space of a few hours.

The hive mind really was amazing in what it was possible for it to do.

Fluttershy, who had up until this point just stood by watching after removing her cock from the poor mare’s throat, gave a soft chuckle as she watched Trixie pull back out of the poor white unicorn.

Rarity almost instantly fell apart as this happened, a sharp howl tearing from her lips as she clawed her hooves wildly on the ground before Trixie. “Please! Please fuck me! I need it…” She looked up to Trixie with mascara stained tears streaming down her cheeks “I-I neeeed it.”

Trixie did not reply, simply staring down at Rarity with a cruel smile on her face, drawing an immense amount of pleasure from just how broken the mare was. After a moment of watching her writhe around like she was being burned alive, she turned to Fluttershy and gave a faint smile “What do you think Fluttershy, should we give this mare what she wants?”

Now, the hive was not a cruel thing, but after being away for so long, they had needed to study just how potent the spores were. A lot could have changed in a few hundred years. Fluttershy let a mocking smile spread across her face as she looked down to the mare, currently sprawled out on the floor of her cottage and madly gasping for cock as the spores worked their way through her body, slowly converting her.

“I don’t think we will, Trixie I think she’s been bad and should be treated as such.”

The noise that Rarity made upon hearing this was one of pure agony, like the one thing that mattered most to her in the world had just been taken away. Both Fluttershy and Trixie begin to calmly rub their lengths as they watched the transformation that was taking place before them.

Of course, they were not quite mean enough to deny her the thing she wanted most. There was punishing someone, and then there was taking things too far.
Fluttershy lifted up the broken mare, who flopped about in a fashion similar to a rag doll as she did so, all the strength and hope having left her body.

She then turned Rarity to face her, kissing the head of her mycelial length against the mare’s snatch. Rarity did not give her chance to push in slowly or tease her further, the moment she felt the head kiss against her snatch, she let out a sharp cry and rammed her hips down with everything she had, forcing the first few inches of the length into her with brutal force, a blissful cry of pleasure tearing its way from her lips as she was finally given the thing that she wanted most.

Trixie and Fluttershy were done being mean to her at this point, they were going to give her exactly what she wanted and welcome her into the fold. The yellow pegasus leaned forward and hugged the white unicorn into her soft chest with a shushing sound, trying to ignore the way that Rarity’s cunt was clenching around her length in a desperate attempt to milk it.

Fluttershy kept herself calm, one of her hooves reaching back to stroke up and down her back in a relaxing fashion as she shushed softly into her ear, keeping up a slow, steady pace for her thrusting. Rarity seemed to really enjoy the much more relaxing thrusting, flopping against Fluttershy as relaxing drugs and chemicals flooded through her veins and tainted her life blood.

Trixie made sure that her length was nice and lubed up before stepping up behind the mare, pressing the head of her length to her rear and roughly pressing forward, sliding into her rear with a surprising amount of ease thanks to the extra strength that she had been granted.

Rarity let out a shocked gasp, Trixie leaning her hooves forward to tightly embrace Fluttershy in a hug, turning their brutal fucking session rather suddenly into a much more relaxed cuddle sandwich.

The yellow pegasus moved onto her back to make it easier for the blue unicorn on top, who begin to thrust at a rather relaxed pace as Fluttershy cooed happily. Then she remembered just how close she had been to a climax, letting out a soft grunt as she begin to speed up her thrusting, by a small amount to start with, but soon evolving into a rough fucking session that forced a loud squeak from Rarity with every few seconds that passed.

Fluttershy did her best to hold Rarity still to help her friend out, matching the rapid thrusting with a much slower pace of her own. Thanks to the hive mind, they managed to work into a suprisingly smooth rythem however, and one that Rarity enjoyed immensely.

Her orgasm came out of nowhere and she let out a loud, and suprisingly feminine squeak as she pressed her snout right into Fluttershy’s neck, both her holes desperately trying to pull more of the spores into her.

And this was just enough to send Trixie over the edge into an orgasm. She let out a grunt, then arched her abck so hard that it was a slight concern she might break it, her hips suddenly losing all sense of rythem as just for a moment she lost connection to the mushroom hive, her hips slamming back and forth as rapidly as they were able, hammering a thick spore laiden load deep into Rarity’s gut.

This seemed to have quite the strange effect on the white unicorn, who let out a happy little moan as a deep crimsion blush rushed to her cheeks and a happy smile spread across her face as she fell limp against Fluttershy with one of the cutest noises that Fluttershy had ever heard.

Of course, this did not stop Fluttershy’s thrusting, and because of the fact that Rarity was now so relaxed she was falling asleep, Fluttershy felt the need to finish in a hurry.

Her hooves wrapped tighter around Trixie, sandwhiching Rarity tighter between them as she begin to pick up the pace of her thrusting, her cock hammering roughly in and out of Rarity’s fuck hole as she tried to keep her squeaking and moaning to a minimum, not wanting to cause any more of a disruption then was needed.

As her cock hammered in and out of Rarity’s tight fuck hole, she quickly came to realize that the white unicorn was too out of it to care, as the second part of her transformation was taking place and her body had been flooded with so many drugs that she was not going to remember any of this.

Right now she was nothing more then a glorified fleshlight.  She could do anything she wanted and the white mare would not care. Her hooves dug roughly into Trixie’s back as she begin to slam her hips back and forth in a far rougher fashion.

Rarity let out a soft squeak with each one of the rough thrusts, seeming lost in a trance. A dark blush spread across her cheeks as she cuddled tightly into her.

Her orgasm was rapidly building, and she could tell that at any moment it was going to tear through her and blow her mind apart. Her hips begin to slam back and forth as rapidly as her body would allow her, a loud, wet slapping sound filled the air as Fluttershy moaned and shuddered against the white unicorn, her hooves slamming her back and forth like the sex toy that she had become.

The orgasm that ripped through her was not the most intense orgasm of her life, it was not some earth and mind shattering thing that shredded apart her sanity and made her howl like she had gone mad.

Rather, it was a modest climax that forced a squeak from her lips and made all her muscles tense up as her eyes rolled back into her head, all four of her limbs wrapping around the two mare’s above her and pulling them tight to her chest as her muzzle pressed forward and buried lovingly into the neck of Rarity.

Her body was flooded with chemicals that filled her with an overwhelming sense of bliss as thick ropes of her goopy, spore laiden seed were buried deep within her, helping to accelerate the process of her transformation.

Then, all three of them slowly drifted off into a deep sleep, all cuddled together in one big pile of pony fur and rapidly developing symbiotic mushrooms.

Chapter
As Rarity slept, several strange changes begin to effect her body. To start with, the splitting pain that she was currently sleeping through got much, much worse within her head, to the point that even the pain killing effects of the mushrooms was barely able to contain it.

As this happened, a large, thick brown cap begin to sprout out of her head. It started as dozens of smaller mushrooms that quickly joined together into a thick brown cap. This was the first big change that happened to her body besides those that happened to the normal mushroom ponies, as normally the cap was the last thing to show up and was not normally this obvious.

From this cap, the second changes begin to take effect, a thin white veil made out of the edges of the cap. It was made out of thin mycilium strands, so thin and numorous that it made the veil opaque, much like the veils that one would wear to a wedding. It slowly moved down the front of her face, slowly coming to a stop once it reached her chest.

The second change was that almost instantly, dozens of smaller mushrooms begin to sprout along her back, either side of her spine. These ones were thin and had brown caps that did not look like those that belonged to a normal mushroom.

The third and final change was that the brown cap begin to slowly leak a small amount of slime, coating the cap in a thin covering of itself, before Rarity slowly opened her eyes, being controlled directly  by the hive while she was asleep.

She did not know that it was happening, but she slowly walked away from her friends and walked through the cottage, opening the door after fumbling with it blindly for a few moments before opening the door and stepping through into the forest beyond.

The night air was cold and bitter, but she did not care. As she stood in the middle of the forest, she knew exactly what she needed to do.

Her body begin to let spores spill out from within her. It was one of the most intense, most amazing feelings that she had ever endured, and she let out a soft groan of pleasure as her spores spilled out into the forest and quickly begin to form into a thick mist that slowly spread out through the forest, almost like a fog.

The chemicals that she had excreted had several different effects at once, the first effect was the one that all spores were designed for, and that was seeding the ground to help grow even more mushrooms.

The second effect was that the spores begin to produce a smell that was truly horrible for ponies. It was like a mixture of rotten flesh and mouldy vegetable matter. The old Rarity would have vomited from this, but the new Rarity found the smell quite pleasant, because she knew that it was going to be drawing in a swarm of insects very shortly.

Within minutes her plan was starting to bear fruit, dozens of winged insects of different types swarming to the location of Rarity. Some of them landed on her, others just focused on attempting to consume the spores. All of them were dosed with them in one way or another, and all of them were going to fly back to pony cities or towns, drawn by the fact that ponies produced a lot of waste.

And of course, once they got there, they were going to spread the spores everywhere. The network that the hive mind had set up already spread through much of the forest, and now they were going to expand it even further.

Rarity stood in the middle of the forest, a manic grin on her face as the bugs swarmed all over her, seeming to greatly enjoy taking the spores straight from the sauce. Had somebody come across the white unicorn, stood in the middle of the forest with a swarm of insects crawling all over her, they might have died of shock.

Indeed, the old Rarity might have fainted too.

But the old Rarity was no more.

Now there was only the hive.