One Night at the Amusement Park

Written by Doc Purple

Based on ideas discussed with Venus Redscar

Part 1

Rose was beautiful woman of many talents. She was a sorceress of sorts and among her many gifts was the ability to make money. She had run her small shop for years without many costumers but was somehow able to strike it rich. Her most loyal patrons where favored above all and would often pay great amounts for anything special she was willing to part with. If they didn't have the money though, she could strike a bargain that would allow her to gain something of greater value in exchange. In some instances, it was often the costumer themselves who were obtained. They were transformed and sold for a nice profit.

It was a simple, wonderful life and while the sorceress loved her store, she also had a side project she poured herself into just as fervently. It had taken years to restore and a large sum of money but Rose was finally able to open her own amusement park. It had just about everything you'd expect to find at a carnival including a funhouse, a rollercoaster, a Ferris wheel, and two carousel rides but this place, like her store, had a darker side that most people would never see.

Sometime in the late spring, on a slightly humid night, a seventeen year old girl named Samantha Carmichael snuck into the park after closing as part of some stupid dare. It was easy enough since there were no guards around or anyone else for that matter; only a cool breeze and Sam herself, a somewhat pudgy brunette in a teal tee and a pair of black jeans. She was searching for some small trinket to steal as proof of her bravery, maybe a stuffed prize or a small rubber ball from one of the games. As she walked between a huge red tent and a food stand, she came to one of the carousels; this one was the larger of the two.

The smaller merry-go-round housed fish, tigers, dinosaurs, and even aliens and mythical creatures. It was meant to appeal to a younger crowd. But the larger one was more traditional and housed ponies with unique designs. These patterns seemed familiar and as Sam stepped up for a closer look, the carousel came to life playing a creepy, dragging tune she had never heard before. The teenaged girl turned to run, knowing she was caught, but after two steps she rammed into something solid, and yet supple. Her face was cushioned by two large breasts for just a brief moment before she fell back on her butt.

As the carousel music blared out in the background, the frightened teen looked up to see the stunning face of a sultry red head. The woman must have worked there. She was dressed in the same manner as a ring leader or a magician, wearing a black top hat, a matching coat, fishnet stockings, and vinyl high heel boots. Under her coat was a white leotard with a violet tie and sash around her thin waist.

"Hello child, I'm Rose." she said; almost as though greeting a visitor. But there was a hiss in her voice and a venomous glare to her eyes. "What brings you to my park at this hour of night?"

Sam opened her mouth as though to speak. The words weren't coming to her. She was too nervous to negotiate her way out of this leaving her only one clear action to take. She sprang up and was about to take off in the opposite direction but the park owner was quick to cease her by the wrist.

"Lem'me go!" Sam demanded.

"Relax, hun." Rose said, calmly. "I'm not going to call the police or involve your parents."

"Y-you're not?" the teen stammered. "I wasn't going to do anything! You're not going to hurt me are you?"

Rose giggled. "No, of course not." she said. "Just come with me to my office and we can clear this whole mess up."

There was a soothing tone to her voice. She seemed sincere and something about her put Sam at ease. What the teen didn't know was that the enchantress had released special pheromones in the air that had weakened her defenses and made her more susceptible to Rose's suggestions. As they walked off, Sam didn't see how the carousel ponies had changed. They no longer resembled horses but rather women with equine features. The teen wondered how she let herself be talked into this mess. She was usually a well-behaved young woman and had never been in any real trouble before. It soon became clear though something was amiss as Rose led her to the backdoor of a food stand.

"Hey, I thought we were going to your office!" Sam said, in alarmed puzzlement.

"We are, I just need to grab something and I don't think leaving you to run off would be such a great idea." Rose said.

The park owner had made a good point and Sam figured it was best to comply lest she change her mind about involving the police. The teen stepped in first with Rose behind her. The sorceress cut on the lights revealing a small kitchen. In the front right corner, next to the window, was a large deep fryer for funnel cakes, corndogs, and even deep fried Oreos. Beside it was a griddle that had seen many hotdog franks and burger patties. Across the kitchen there was a good sized fridge with cabinets and a small counter with green tiles beside it.

"It smells good in here. It's like the sweets from earlier. It's very nice." she said.

"Thank you." Rose said, shutting the door behind them. There was a faint click as she twisted the lock. The teen looked back out of curiosity; she heard the sound but was unaware of what it was. "I pride myself in the excellence of the food served here." Rose added.

The sorceress looked the girl over for a brief moment, taking mental notes. "Say, I told you who I was but you have yet to mention your name." Rose pointed out.

"Oh, I'm Samantha Carmichael." the teenager told her. "Everyone just calls me Sam. I go to East Brook High and one of my classmates there, a girl named Clair, dared me to come. You see I have this fear of carnivals and clowns-"

"Okay, I understand!" Rose interrupted, gesturing with a gloved hand for the girl to stop.

Sam fell silent and then the reality of what she had just divulged set in leaving her stunned. She didn't understand why she felt the need to give her all that personal information but for some reason it just felt right to let her guard down and be honest with this "Rose" woman.

As she glanced back over at her, the sorceress stared deeply into her eyes as though she were looking into her soul. She had an alluring, amorous expression on her face that made the girl nervous. Sam turned away and waited anxiously for Rose to get whatever it was she was there for but the park owner had other ideas. Sam could feel a gentle breathing on the back of her neck. More pheromones were released as the enchantress' slender arms reached around the girl's waist; her warm crotch was pressed firmly against Sam's well-rounded rear. As discomforted as Sam was though, she found herself strangely aroused. Rose's touch and perfume were very enticing and she could feel her nipples pressing into her c cup bra. A heat was building in her own sex.

"W-what are you doing?" The teenager asked skittishly.

"I'm preparing a treat." Rose said. The sorceress caressed her catch's cushiony abdomen. "You do want to be eaten, don't you?"

Sam's eyes went wide with shock. She had never been asked anything like that before and the park owner had been so blunt, so unrestrained, she couldn't believe it! Her excitement increased and her juices ran, lubricating her nether lips. Was her first time really going to be with some strange woman?

"Yes." she said, her voice only a whisper.

Rose unbuttoned the teen's black jeans. One hand slithered under her lacy black panties while another snaked its way up her shirt where the enchantress took one of Sam's breasts and kneaded it. She traced the lips of the teen's pussy.

"I don't believe you." the enchantress said, toying with her. "If you really wanted it you'd be more respectful and answer with a "Yes, mistress" instead."

"Y-yes, mistress!" The teen's voice was meek and trembled with anticipation.

"That's better!" Rose said with a chortle.

She pushed three fingers into Sam's dripping sex. The sudden, almost violent force surprised her enough to draw out a gasp. Rose manipulated her fingers masterfully in this art she had practiced on so many time and again. She went along Sam's slick canal, in and out, and rubbed circles on the teen's clit. Sam writhed in her arms with mouth agape taking in deep breaths and cooing while Rose gently kissed the length of her neck. She took the teen's lobe in her mouth, giving it a small nibble, and buried her hand further into Sam. The teen's eyes rolled back and her toes curled. Her body stiffened, and pressed firmly into Rose as she climaxed in her hand.

"That's a good girl." Rose whispered in her ear. "Feel better?"

Sam nodded. The park owner withdrew her fingers from the girl and brought her hand up to her face. Her stark white gloves were slightly darkened from Sam's sex juice. Rose sniffed just before licking her fingertips.

"Mmm, sweet." she purred, removing her gloves.

Sam nodded, half aware of what she just said. The poor girl had never come like that before and she was feeling a bit fuzzy-headed. She was deep into the enchantress' spell.

"I'm not complaining but I thought you said you were going to eat me?" the teen recalled.

Rose pulled her around with a smirk on her face. She kissed Sam deeply, pushing her tongue far into the girl's mouth. The girl returned her embrace and could feel the heat building up within her sex again. What affect was this woman having on her that she could be aroused again after just climaxing? Rose pulled away and looked deeply in her eyes. The sorceress' eyes were two spheres as blue and deep as the sky.

"All things in their due time sugar." she said. "First, you need to get out of those clothes."

The teen nodded and wasted no time kicking off her blue tennis shoes. She dropped her jeans and exposed two stout, creamy legs and a black pair of panties. She then removed those panties, sticking her full, round ass in the air as she bent over to pull them off. Rose grinned upon seeing her trimmed hazel bush but Sam didn't seem to notice. She was too busy pulling her shirt off over her head. Her large tits appeared as though they were about to spill out of her pink bra.

In that moment, Rose reached into her sash and pressed a button on a cylindrical device she carried that resembled a pen. The device was called a wand and in many ways it was. It controlled a number of things in the park including the griddle behind Sam. As the teen tossed her shirt aside, she didn't hear the griddle's cooking surface slide back. The front slid open reveal a large cauldron with a lit propane burner underneath. Rose helped the girl unfasten her bra and glanced at the cauldron as steam escaped the amber colored substance within.

"Wow, I feel so hot." Sam observed. Her plump ass was just inches away from the pot. "I must really be horny."

"I suppose you are." Rose said. "You're all worked up and flushed red like an apple."

Sam snickered giddily. She had never had alcohol in her life so she was completely oblivious to the fact that her current condition was not unlike having a really good buzz.

"You're comparing me to a fruit?" Sam asked, beaming with a smile. "Is it 'cause I'm sweet and you want to eat me?"

The sorceress felt herself growing slick with anticipation. "Oh yes." she said, looking back at the cauldron.

The viscous fluid was bubbling by this time; ready for the enchantress to use. She seized her prey by the hips and eased her closer to the giant cast iron pot.

"It really smells sweet in here now!" Sam observed. "I think it’s making me hornier. What is that smell anyway?"

"That wonderful smell is caramel, my dear." Rose said her voice suddenly cold. "I'm glad you like it so much because it's the last scent you'll ever pick up!"

With uncanny strength, the sorceress shoved the teen into the cauldron. She let out a yelp, falling on her back into the hot, bubbling goo. To her surprise she wasn't burned. She was however held firmly in place and unable to pull away from the sweet, sticky substance. The caramel bubbled pleasantly between her legs, teasing her wet pussy lips.

"Please, let me go! Someone help!" Sam shouted. "What are you doing!?"

"I told you I pride myself in the excellence of my food" Rose said, staring into the cauldron. The girl could barely hear her over her own shouting. "And now you're going to be one of my special treats." Rose added with a hiss.

The caramel started to churn and move under Sam and as frightened as she was, there was something relaxing about it. Any ease she felt though was short lived as a humanoid figure rose between her legs terrifying her even more. The opposing creature had no face to speak of and its hands were like oven mitts. It was just a giant wad of caramel that had been crudely shaped into the form of a man. Sam's screams intensified but were cut off as the caramel creature slung a hot wad of candy goo over her mouth.

"Don't be afraid of him. He won't hurt you." Rose explained. "He was once human like yourself but I felt a life serving me would be more rewarding. He's going to prepare you for consumption. You'll be a sweet caramel apple!"

Sam's eyes became wide with horror. Tears of fear and helplessness streamed down her face as the creature pulled her knees up to her chest, positioning her for some unknown purpose.

"The interesting thing about my servant," Rose continued. "Is because he coats his catches and in some cases," she paused a moment and smirked. "...injects them with his being, he'll eventually dwindle away to nothing. Fortunately, replenishing the caramel with another man is as easy as destroying any evidence you were ever here. No one outside this park will ever know I turned you into a sugary treat and ate you."

Stifled screams poured from behind Sam's confectionery gag.

Rose looked over at the creature. "Be sure to fuck her silly as you prepare her. I want her entering her next state of existence in total surrender."

The creature nodded, folding Sam's arms over her knees. She tried to struggle but the enchanted caramel was just too strong. Her knees were glued to her chest and her arms were secured to her legs. She was curled into a ball but, as she understood, her preparations weren't complete just yet. The creature rolled her over face down into the bubbling caramel. She would've surely suffocated but again, the caramel was enchanted allowing her to breath even with her head submerged. She could no longer see but she had some idea of what was about to transpire as she felt the creature pulling her nether lips apart.

Between Rose's pheromones and the additional effects of the cursed caramel, Sam was very much aroused, even in her frightened state, and when the creature slid its cock in and mounted her from behind, she started to calm down. A bestial lust soon took hold even as something in the back of her mind told her to scream and fight. With both hands around her thick waist, the creature started pumping away; his cock candy coated the insides of her pussy. Sam writhed as best she could, timing her movement with his for maximum penetration. She may have been a virgin only moments ago but the magic had her moving her hips like an experienced whore.

“I don’t want to be a caramel apple!” she thought. “But I love being fucked! That dick feels so good!”

"Mmm, and this pussy feels good." the creature gurgled to Sam telepathically.

The teen blushed. She was pleased her cunt made a good receptacle and as the creature continued fucking her, she came to realize she was no longer human but a thing for the enjoyment of others. With this revelation, memories of who she was started to fade. She embraced her new role and the creature capitalized on this, slapping her ass several times. Soon he was shooting his massive load into her. She moaned as she took it all in; the hot viscous essence of her candy lover. It gave her a nice “full” sensation. She clenched her eyes and curled her toes as her own orgasm washed over her. The caramel spunk which was flowing in like a stream had become a raging river and Sam was starting to feel bloated.

Rose watched eagerly as the teen’s abdomen began to swell. She stepped over to the fridge and from its side retrieved a wooden pole as long as a broomstick but slightly thicker. Sam’s face was becoming smoother as it expanded. Her eyes had all but disappeared. She moaned in bliss marred by discomfort as the creature continued to unload. Her arms and legs soon disappeared into the growing round mass that was her body. A small lump was all that was left of her head. The caramel creature withdrew and walked around the bloated, spherical girl. He rolled her ass up, presenting her pussy to Rose. The park owner shoved the staff in and started spinning. As she did Sam and the stick both became smaller in time. The former teen’s only thoughts were on that wonderful stick in her cunt and being savored by her sultry mistress before all thinking ceased. In minutes, Rose pulled a warm caramel apple from the cauldron.

“I better let this one cool.” she said, placing the apple on a piece of wax paper and setting it in the fridge.

As she stepped out, she heard music nearby and realized she had left the carousel running. She walked off toward it. It was nothing major but she didn’t like leaving the equipment going just on the off chance it would draw someone's attention. She would soon learn though that it was a little late for that.

Part 2

It wasn't the carousel that drew Silver Bolt though, but a girl's scream. The busty heroine was nearby, rescuing people from a burning apartment when she picked up on it with her enhanced hearing. She had been held up and feared she may have already been too late. While flying over the park she spotted Rose below and landed just several feet in front of her. She decided to gauge her reaction, going in by surprise and then Q&A rather than sneaking around. She wasn't Batgirl after all.

The startled park owner mumbled, "Shit!" as she was not expecting to entertain any more guests that night, especially one that happened to be a superheroine.

Silver Bolt was quite a sight. At 6' 1" in heels she wore a silver leotard with black sleeves that also acted as gloves, black hose, and black thigh-high vinyl boots. On her breasts was an emblem; a cut out of an eight pointed star accented in black that framed a deep, fleshy cleavage. The blonde heroine was by no means modest about her body and this was even more evident by the thong bottom of her leotard. A short red cape hung gracefully from her back and was a nice contrast to the rest of her costume.

"I heard someone scream. Is everything alright?" Silver Bolt asked. She then began to look over the park while waiting for the woman's response.

"I'm not sure." answered the redhead in the top hat. "I'm Rose; I run this place and other than myself and a couple of security guards, there shouldn’t be anyone here at this hour."

Rose seemed unusually calm, almost indifferent. Silver Bolt couldn't recall seeing any security earlier. Something seemed odd but suspicion alone was not enough to go on. She needed to look around to get a better understanding of what may have happened and as she spied the bright, loud, and spinning carousel, she knew just where she'd start.

"Mind if I check this ride out?" she asked, already hovering toward it.

"Sure, go right ahead." Rose said.

As the park owner followed behind and studied the well-sculpted, tear shaped rear of this goddess in lycra, she had already decided she had to have her but capturing Silver Bolt would be no easy task. Superheroines were always a risky proposition. Rose didn't fear capture or injury but she didn't want her park damaged in a potential fight and Silver Bolt packed some serious fire power. The heroine was known for her strength and durability though she was by no means as tough as Supergirl. She could also fire blasts of energy powerful enough to compromise tank armor. Taking her would require skill and finesse, two things the sorceress had acquired over time.

From roughly twenty feet away, Silver Bolt had noticed something was off about the carousel figures. Even with her enhanced vision, she didn't trust what she was seeing and the closer she got, the more evident it became she had not been imagining things. The fiberglass figures on the ride resembled women with equine features. They had pointed ears, hooves, and tails much like those you would see on a pony. All smiled as they stared vacantly ahead moving up and down their brass poles. All were painted with familiar designs but one in particular caught Silver Bolt's eye.

It was a pony girl that appeared as though she were wearing a superheroine costume. On her front hooves she had purple bands over black sleeves. There was a circular opening over her breasts exposing a healthy fiberglass cleavage. She appeared to be dressed like Violet Star, complete with the purple star crest on her abdomen, a thong bottom, and purple thigh-high boots. Within seconds, the ride started to wind down. The music stopped but the lights shined on. Silver Bolt looked over at her hostess whom was holding some strange, oversized pen. She deduced it was a device of some kind.

"That figure looks familiar. Did you paint it to look like anyone?" she asked the redhead as she approached the inanimate pony girl.

The face was a smiling white muzzle but she swore it resembled Violet Star. Silver Bolt reached out to touch it, to make sure it was a dummy. Upon touching the creature, the heroine could feel that it was cool and very smooth. Rose smiled and walked up behind her.

"This one was designed after Violet Star." she said as she ran a hand through the figure's black hair.

Silver Bolt backed away. She and Violet Star were close, they were even an item at one time, but things just didn't work out. Even so, they still remained good friends. Within the last couple of weeks though, Silver Bolt hadn't heard anything from her. It was as though she disappeared. Seeing this pony girl resurfaced her concerns for her missing friend. It was a creepy reminder that something bad may have happened to her.

"Don't you think you should take it down? I mean, she's been missing...and could be hurt, or worse." she said as she looked over at the woman.

"Oh? I didn't know," Rose said, faking concern. "That's awful!"

On the other hand, the heroine’s beauty had made a great contribution to the carousel. She still wore her signature "bandit" mask much like the one Robin had as she grinned blissfully with a bit in her mouth.

Silver Bolt started to relax a little, unwittingly taking in Rose's pheromones. She started to think that maybe she had gotten too emotional because of her bond with Violet Star. This Rose woman seemed like a nice person. As the enchantress worked her magic, she knew she didn't have much pheromone left but she was confident she had enough to comfort and manipulate her target. She would have to feed to replenish it though but fortunately for her there was an apple girl near by.

"I'm sorry for snapping...It is a nice gesture. Are you a Hero Enthusiast?" Silver Bolt asked; her tone was softened.

"Yes, I like to think I am.” She said with a beaming grin. “My collection of heroine figures is something I’m proud of." She pointed over to a silver pony girl, "This is one of my favorites."

Silver Bolt glanced over at the next pony girl. There seemed to be something familiar about it as well, and as the mighty heroine walked around to further examine it, she realized just what it was. The dummy appeared to be wearing a silver body suit much like the one Galaxia always wore. The give away was the eye and mouth holes, which, revealed a khaki colored surface underneath, or a khaki colored "skin" around the figure's eyes and mouth. It was like the pony girl was wearing a mask, and just like Galaxia, she had a blonde ponytail atop her head with the rest of her hair presumably under her "mask". Silver Bolt was astonished how much the pony girl resembled the blue-eyed heroine. Her costume even appeared to be made of the same alien material that gave Galaxia her powers. What Silver Bolt didn't realize though was that Galaxia had gone missing three months earlier. Even so, Silver Bolt was still alarmed by these strange heroine figures, but something about the gentle expression on the pony girl's face set her at ease. Looking at it stirred some odd feeling in her. It was almost as though she were getting aroused by the creature's silent submission.

"This is kind of creepy." she said. A twinge of unease still lingered within her. "But I suppose this carousel is like a tribute." She walked toward Rose and offered her hand. "I am Silver Bolt. It’s a pleasure to meet someone with an interest in my profession."

The redhead took her hand and shook. "Yes, I've seen you on the news. You're like the next Wonder Woman."

Silver Bolt giggled, "Um, thanks. I haven't done anything that important though."

The busty heroine was still relatively new to the superheroine gig, having been a hero for only three years. Her operation was on a more local scale; she protected the city and had never once saved the world from disaster.

"You're too modest." Rose said, easing closer to her guest.

She was within a foot of Silver Bolt and the heroine was watching her attentively. Rose reached out with her delicate hand and pulled a tress of golden hair away from Silver Bolt's face, tucking it behind her ear. The heroine didn't seem to mind, so Rose decided to up the ante and caress the side of her face and neck. Silver Bolt instinctively grabbed Rose's hand as a brief moment of discomfort took hold. She wasn't sure why though. She was enjoying the park owner's touch.

"Sorry." she whispered, releasing Rose's hand.

The red haired siren resumed running her hand along the heroine's neck.

"You have such a beautiful face and a wonderful body." she said. "I would love to add your figure to my ride sometime."

"Oh, thank you! You certainly have my permission to do so!" Silver Bolt said as she placed her hands on her hips and thrust her chest out. "I always appreciate a fan."

She was pleased that Rose found her attractive and though she had no way of knowing it, she was almost under the full enchantment of this beautiful stranger. As she breathed more pheromones in, she wasn't sure but she thought she smelled strawberries and something else...lilac? She was feeling odd.

"Is there anyway you could stay a little longer?" Rose asked.

Before Silver Bolt could answer, the park owner took hold of her breasts. She decided that since Silver Bolt had so proudly thrust them out, she may as well enjoy them. Silver Bolt went to speak. She was going to ask that her hostess slow down, but no word could escape her lips as Rose suddenly started rubbing and kneading her tits. She promptly broke from her heroic pose and placed her hands over those of her seductress.

"Yes! Oh, hm, yes! I'll stay with you, ma'am!" she said, her eyes fluttering.

Rose released her breasts and grabbed her by the waist. She pulled her closer and kissed her deeply. She could feel the lycra clad body of the busty blonde growing hotter. Silver Bolt was getting wet.

"Let's move this over there." Rose said, taking the heroine by the hand.

She guided Silver Bolt to one of the brass poles and promptly pressed her back against it. Silver Bolt could feel the pole sliding between her ass cheeks. She smiled as a sudden feeling exhilaration washed over her. Her pleasure increased as Rose kissed her along her chest and neck. Even with their size difference, Rose still managed to reach those sweet spots, but there was a time or two she had to stand on tiptoe. As Rose kissed her tenderly, Silver Bolt could feel her hostess' hand running over her half exposed, half lycra covered breast. She enjoyed having this stranger play with her body. Rose broke away just long enough to toss her hat aside. Silver Bolt pulled the park owner's coat off shortly after and then proceeded to undo her tie, fumbling with it a bit at first. The reason for the girl's scream and the possibility of a security guard walking up on them were the least of Silver Bolt's concerns. She wanted Rose and she had to have her right then and there. Her fever intensified as the park owner slipped her left hand under her leotard and started fingering her through her nylon hose. She reached for the clasp of her cape to unfasten it, but Rose was quick to nudge her hand away.

"No." the park owner said between kisses. "I want to enjoy you in full costume!"

"Ok." said Silver Bolt. "This is going to get messy."

But she figured, "What the hell? So what if my costume gets nasty?" The silver suited heroine knew she could easily swing by her place, freshen up, change into the spare, and continue patrolling the city until sunrise. As long as Rose was fingering her, all was right with the world. And things couldn't be better, she thought, as the redhead pulled her tit out through the star shaped hole in her leotard and continued squeezing it. All Rose had to do was keep the pressure on or pull something kinky and she would have Silver Bolt melting in her hands, but Rose for some reason or another, stopped.

"Huh? What are you doing?" asked Silver Bolt between heavy breaths. "I thought you wanted to do me through my costume?"

Rose only smiled impishly as she pulled the wand from her sash and twisted the top of it. Almost immediately, Silver Bolt felt a weight on her feet. A dopey look of bewilderment crossed her face but before she could ask what was happening to her, she felt a strong pull from behind. Her back and wrists were effectively secured to the brass pole by some unseen force. Rose slipped Silver Bolt's impressive boob back in place before stepping off by three feet or so.

"What's the big idea?" Silver Bolt asked, with a bit of confusion. "I thought we were going to have a little fun? You into bondage or something?"

Rose giggled. "Bondage? My tastes aren't so mundane!" She pressed a button on her wand and the ride started to move with a groan. "As for the fun, that's when I see those huge tits of yours turn into shiny fiberglass like those of your friends!" she said motioning to another pony girl.

"My tits...fiberglass?" Silver Bolt repeated, befuddled. She looked over at the figure Rose pointed to.

This pony girl resembled Lady Shade, a heroine Silver Bolt had never seen or heard of. She often patrolled at night fighting crime with the aid of gadgets and martial arts. Like Silver Bolt, the pony girl had a very nice body with large breasts, a flat somewhat toned abdomen, and a heart shaped rear. This figure also wore the same black costume as Lady Shade, which consisted of a two piece leather bikini, opera style gloves, and steel rimmed boots. Locks of brown hair cascaded down her neck from under her mask, which had pointed "ear" pieces like those of a bat.

"You're trying to tell me that you've turned heroines into a carousel ponies?" Silver Bolt asked with a chortle. "You have got to be kidding...Now let me go or I am taking you in."

"I'm sorry, I can't do that! Once the ride starts, all passengers must stay on until it comes to a complete stop." Rose said with a smirk.

She pressed another button on her wand and Silver Bolt felt an electric current running from the pole, through her anus and into her pussy. It was an uncomfortable sensation but not entirely unpleasant.

"Hey... oh God!" was all she managed to say.

Her eyes shot down to her pussy. It felt so stimulated, but her face showed her irritation. She struggled to get free; wriggling and groaning. The fierce movement made her mammaries sway and jiggle. Soon, the pole was passing through her rear as though she were a ghost. She looked down to see it going through her stomach and out her back.

"What kind of joke is this? Let me go now!" she screamed.

Her skin felt tight and tingled as it started to take on a plastic sheen. She looked at her cleavage and realized her tits were in fact turning shiny just as Rose predicted. It was becoming apparent this was no game. If she didn't get free, she would join the others and be put on display as a trophy for some mad woman's fetish.

"Oh my God! Julia!" she thought, remembering Violet Star was among those captured. She tried not to panic, even though her eyes were wide with fear.

"You’re going to be such a sexy pony girl." Rose mused. "I'll enjoy riding you."

Silver Bolt was dumbstruck. She could only watch helplessly as Rose walked over to the pony girl beside her. This figure had been her friend and former lover, Violet Star, but for the enchantress, it was only a cherished prize; one that would be as beautiful ten or twenty year later as it was then. Rose bent down and began rubbing an exposed cheek on the pony girl's white rear. She then gave it a gentle kiss. The display left Silver Bolt feeling strangely aroused. In that moment, she had forgotten her fears and wished she was a pony girl. The idea of being helpless and bound to a brass pole while Rose played with her body was very enticing, but then the reality of what was happening set in. Her friend had been reduced to some sick woman's play thing.

"You bitch!" she growled, fighting back tears. "You have no right!"

The heroine suddenly felt an aching pressure build against her pelvic bones. She turned and watched as a mass formed at the base of her spine. It grew like a bubble and caused her even more discomfort before bursting in a moment of sharp pain. Relief came shortly after, and she saw she had sprouted a beautiful tail with golden tresses of hair. She was reminded of the times she spent brushing the tails of her My Little Pony dolls. She never imagined she'd become one!

As the transformation continued, Silver Bolt’s elegant feet were stretched, and her shins shortened. Her highheels were seemingly absorbed as the heels of her feet became new joints in their respective legs. The final alteration accured when the balls of her feet ballooned and flattened out into two large hooves. Her beautiful feet were gone and if not for the pole, keeping her balance on these new hooves would have proven to be a challenge.

During all this, she had been trying desperately to form energy spheres around her hands to blast herself free, but her powers were somehow being hindered. All she could muster were feeble sparks.

"That won't work, honey." Rose said in a cheerful tone. "That pole you're glued to acts like a power disruptor. It's difficult to explain how it works, but just as normal electricity disrupts brain signals to the muscles, that pole can disrupt signals that allow you use of your powers."

The sorceress tinkered with her wand again, and Silver Bolt's hands came free. The first thing she wanted to do was finger herself. The electricity was torture on her pussy and she needed release. She had to fight the urge though. Her first priority was escape and if she could grab Rose, she could force her to free her. Unfortunately Rose had thought of that and was just out of arms' length.

"Damn you!" Silver Bolt hissed.

There was only one thing left she could do to help herself and she didn't care if the park owner watched. She just had to climax. She grabbed one of her tits and started squeezing it. She was about to shove her other hand in her honey pot, when against her will, her delicate hands balled into tightly clenched fists and inflated into big, useless hooves. Like those on her legs, they were reminiscent of those you would see on a clydesdale except the were covered in shiny black material like the hooves she stood on.

"No!" she cried, unable to free herself of the nagging stimulation.

Her arms lengthened and her legs rose into the air. Her body was then repositioned into a "gallop" stance like those of the pony girls around her. No matter how hard she tried, she could not break from this pose. Her ears itched as they grew out and became pointed.

"Let me go! Stop this ride right now or else the entire Fem Elite will come down on you!" she screamed.

It was hard to sound commanding though when in the back of her mind, she only wanted to use her hands and masturbate. Even if she could move though, her hands were nothing more than hooves. She was frozen and helplessly hanging on a pole. She looked next to her at Violet Star. Seeing her friend's face in the pony girl's grin gave her an odd feeling of peace, as fleeting as it was. Any further protests would be muffled when a bit formed in her mouth, and a bridle around it. In moments, her costume fused with her skin. As it did, it started to take a shiny vinyl appearance. Her long flowing cape, a symbol of regality and pride, was soon reshaped into a red saddle. The trapped heroine madly thrashed her head about trying to remove the bit from her mouth. It was an annoyance and the teasing her nether regions were receiving wasn't helping matters either. She looked fearfully past Julia to Rose. The park owner blew her a kiss as her nose and mouth changed into a small muzzle. Her skin had already become the color of butterscotch, but there was one last step before her transformation was complete.

Rose walked behind the partially frozen heroine and delivered the coup de grace in the form of an affectionate rubbing. Silver Bolt let out a stifled shriek. It felt so good to finally get some relief, and as her mistress stroked her pussy tenderly, she realized there was no resisting her. She couldn't resist Rose physically, and now she couldn't even resist her mentally. Her touch was just too delicious, and the stimulation was too powerful. As she climaxed, she surrendered herself to park owner and embraced her new role as one of her fiberglass mounts. In a way, she was happy to finally be reunited with Violet Star though this wasn't the way she had ever imagined. Soon, Silver Bolt's mind was reshaped into that of one of Rose's obedient pony girls. The former heroine smiled blissfully, thinking of what it would be like to be ridden and played with as her body solidified and became fiberglass.

Rose backed away and tinkered with her wand. The new pony began moving up and down her brass pole with the other figures. Like the others, she would be frozen and bound there until her mistress freed her to play, but she would never be Silver Bolt ever again. She was just a pretty, shimmering pony girl and that's all she would ever hope to be. Rose used wand again, and the ride started to wind down. The exotic pony girls gradually reverted to carousel horses. This was the way they looked during the day, and no one would ever be able to tell they had been anything other than fiberglass figures. As the park owner left the ride and headed back to the food stand, she reflected on the nights events. She didn't really care for uninvited guests but considering how well things had turned out, it had definitely been a good night, and she still had a treat waiting for her in the fridge.

The End

Author's note: Venus was a huge help in this. We discussed ideas, and she gave her input pretty much every step of the way. She even helped me flesh out the concept of the carousel portion based on Sebastian Blackcat's "Carousel Pony Raven" pictures; so a big thanks to him as well.  To see the mentioned art as well as other pieces of interest, you can visit Sebastian's site at

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