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Chapter 4: Shimmeringstar's Change

Shimmers had just been done getting tickle tortured after the invasion and went to Canada just North of his country as he went to go look for his friends and to help capture the fugitives that escaped so they punishment could be carried out.

Confidence Heart was outside the main building where the Magi lived, a large wooden lodge hidden by a canopy of trees. She was running through her kata and karate moves to help her recover after the ordeals of the past couple weeks.

Shimmers went past the lodge and began looking around in the forest reaching out with the heart trying to sense where his friends might be without making much noise.

Confidence Heart's ears twitched and she stopped and looked around. She was certain someone was nearby. Was someone looking for Lonesome, Aqua and Redemption? She turned towards the door and make what looked like martial art signs to those inside to let them know someone was coming.

Shimmers could sense something or someone was nearby as well. But something blocked his sense of detecting who the targets were exactly. He kept looking around as he found what looked like a lodge. "Must be where they are being held." Shimmers thought to himself as he approached stealthfully.

Confidence Heart finished her current set and took a deep breath. Her ears twitched again at the mild crunching noise from the undergrowth. She still wasn't entirely stable so she started to walk around the outside of the two-story lodge.

Shimmers was also hearing a door open slowly and he knew right then and there he was on the right path. Shimmers peaked through some trees out of site, and saw his target. He quickly tried to sneak up from behind her as he went full force.

Confidence Heart heard his approach almost a second too late as she spun around as he charged, her symbol glowing from beneath her karate gi as armored forearm and leg guards appeared on her that she moved to block his first strike.

Shimmers quickly kicked her in the chest knocking her back hard as he advanced on her. "Where are my friends? what have you done with them?" Shimmers said clearly the more powerful one between these two.

Confidence Heart jumped to her feet, shaking off the pain as she readied herself. "You won't find them and don't expect me to back down." Wind kicked up around her, "You haven't seen what I can do!" she charged and delivered a punch. Shimmers dodged aside but the wind from her punch still pushed him back and cut his cheek.

"I've familiar, but your no match Confidence heart fennec. Not only will I find them, I will also take you back to face your torturous punishment." Shimmers giggled at that thought but soon that smiled left his face as he felt warm blood. "Oh I know you didn't." Shimmers said as he continued to dodge till he got her in the chest with his fist this time in the same spot knocking her breathless. "If I land one more blow, your down for the count." Shimmers pointed in that same area of her chest.

Confidence coughed and chuckled, "So much for the Care Bear Family and their love for people. Nothing you've done has shown me what I heard about all my life." She pushed herself upwards, spotting Love Heart having moved into position. "So you might as well just kill me because I'm not going back to what was being done to me."

"No, then justice would not be served." Shimmers replied. "Also, it is regrettable how thing turned out. But you did seduce champ bear, and I do have my orders." Shimmers said as he got slightly annoyed that she was giggling at his hit. He didn't want to hurt her or injure her just wanted to capture her to enjoy her being tortured as he began to do something else he had in mind as his hands began to glow. "Carebear's stare!" Shimmers shouted as he waited for her to dodge.

Confidence was too sore to dodge threw up her arms to block the attack. Shimmers moved to attack when Love Heart sprung on him. Lightning coursing through his hands as he grabbed Shimmeringstar's shoulders, electrocuting him. "Surprise!" Love Heart shouted once the lightning was already coursing through the caring guardian.

"Hey! Ahhhh!" Shimmers shouted as he fell to the ground trying to dislodge Loveheart from himself as the two were now rolling on the ground as Shimmers found if hard to try to move his arms which spasmed from the electricity as he wrestled with Loveheart.

Love Heart held on as hard as he could, "I've got you now chosen one! Stop trying to resist!" He had to squeeze harder to keep Shimmers from struggling free.

Normally Shimmers would of been able to repel that attack, but thanks to his previous long tickle torture he didn't have the strength to do so as he continued ot struggle till he fell face first with Love Heart now on his back as he struggled to bring his arms up but remained at bay.

Confidence Heart was on her feet and walked up to Shimmers as Love Heart finally stopped electrocuting him. She picked up his face to stare at him and giggled, "Sorry, you lose. You're never going to see Wish Bear again," she punched him in the face, knocking him out.

"A bit much?" Love Heart asked as he stood up.

Confidence glared at the unconscious bear, "Not after what they did to me. Let's get him inside before he wakes up." Love Heart gave Confidence a kiss and they picked up Shimmers between them and carried him inside.

OoOoO

Shimmers eventually woke up, still hurting all over his body. He tried to move but found his arms and legs tied down. His eyes shot open, expecting to be tied up in Redemptionheart's hidden torture room, except he was in a well-lit wooden room and tied to a metal rack. He managed to turn his head enough to see that there were mirrors along two of the walls.

"Huh? Where am I?" Shimmers said now worried as his arms were tied above his head and his ankles tied together as his heart began to race with worry since he never expected to get captured!

The sound of a door opening drew his attention and he saw a green unicorn, Love Heart Bear and Confidence Heart enter the room. Confidence Heart was now undressed and moved ahead to greet him. "Hello, Shimmers. Welcome to the magi Lodge," she grinned and scratched him under his chin.

Shimmers took a moment to look her over, Confidence didn't look like a pudgy Care Bear Cousin anymore but was thinner, more toned, taller, and had two pairs of breasts on her chest.

"Huh? Confidence." Shimmers said gritting his teeth when he recognized her but soon found himself blushing and smiling nervously at her confident smile as his fingers reached down in vain. "Huh? No, let me go." Shimmers said melting from the chin scratching.

"Oh you mean like how your friends let me go?" She snickered and still scratched under his chin. "Are you surprised by how I look?"

Shimmers grinned widely when he heard her snicker as his heart raced from his chin being scratched knowing she wasn't going to let him go. "Yes, two pair of breast? How? Hehe." He said giggling slightly from the chin scratching.

"This is what I really look like. As for the breasts," she squeezed one, "It's because I'm a canine, something your friend Lonesome found out too."

Shimmers blushed at this. "I can see why champ bear wanted you. You're nice looking." Shimmers confessed with heavy blushing unable to resist having his chin scratched as he looked into her eyes worriedly.

Confidence Heart stopped scratching his chin, her expression changing from playful to angry, "After what you did to him he doesn't want anything right now!"

"Alright, Confidence, that's enough," the unicorn stepped forwards. "My name is Life Heart Unicorn, now ShimmeringStar it's time to get to work on you."

Shimmers grew fearful of her at that point as he clearly didnt want her like that. "That part wasnt my fault." Shimmers argued. Shimmeringstar looked at the unicorn. "Work? what do you mean work?" Shimmers looked at her crossly.

Life Heart looked him up and down, "After what was done to Confidence and Champ we can't let you go back to the Kingdom of Caring, but from what we've heard and seen we can't just keep you locked up either, eventually you'd escape or destroy us. So we need you to forget who you were and start a new life here with us." She moved to his side and touched his head with a hand, her horn starting to glow. "Now let's start to work on your mind."

Shimmers didn't like this at all as his face turned grim. He knew he had to escape and fast before this got any worse. "Nu-uh, I will never forget who I am!" Shimmers shouted as his sheer will locked her out keeping her at bay. "My mind is not weak." Shimmers pointed out as he looked at her annoyed as he reached down with his fingers vainly the whole time.

Love Heart stepped forwards, "Then I guess we'll have to break your mind like you tried to do to Confidence." He tickled Shimmeringstar under his chin.

Shimmers looked up at Loveheart smiling nervously. "Noo let me go! Stahahap that!" Shimmers said as his hands reached down vainly as his feet wiggled in frustration.

Confidence's expression softened and she giggled, "Ooh, perfect idea, Love," She gave him a kiss then moved around to tickle Shimmers under his arms.

Shimmers eyed Confidence nervously as her giggles sent shivers down his spine. "Noohoh nooohhpleehehehase anything but thaahahat!" Shimmers begged as his under arms were still fresh and sensitive from True Heart torturing him just a few hours before as his under arms wiggled frantically back and forth as shimmers wiped his chin against his chest.

"Nope, not going to stop until you submit," Confidence Heart giggled, "I can see why your friends loved doing this."

Shimmers looked at Confidence in the eyes helplessly as he shook his head with a wide giggling smile on his face as he could not believe he was helpless to this torture treatment and teasing. "Arreahahaheehaaheheaaaeeheehenooeehahaha!" Shimmers begged as he bucked his hips up and down.

Love Heart shifted down to his feet, "How about these?" Love Heart started tickling Shimmeringstar's heart-shaped foot pads.

"Eeeheehenooeheeheheheheheepleehehehasedon't tihihicke meeeheehepleehehehease!" Shimmers begged as he crossed one foot in front of the other desperately trying to protect his feet as they shook in the restraints.

Love Heart just pulled one foot aside and started tickling between his toes. Confidence kept tickling under his arms, "Extra sensitive there today are we?" she teased.

Shimmers shrieked with laughter when he got between his toes while blushing on his cheeks as a violent smile came upon his lips. "Noeaaheheeheeeeeheeheheeheeeheeeheeheepleeheheehee!" Shimmers looked helplessly into her eyes trying to speak but his hysterical laughter escaped his throat as his under arms flinched deliciously back and forth as he tried to close his toes.

Love Heart just switched to his other foot, tickling his foot pads and in between his toes again, "You're going to be so cute when we're done." Love Heart teased.

"Arreahahahaheeheehehanooeahahahastahahahap! Nooeehahahahaheheahah!" Shimmers screamed in ticklish laughter as his toes opened and closed as he tried to pull his feet away but could not.

Life Heart could help but smile as Love Heart and Confidence Heart tickle tortured Shimmeringstar, "This is a good start, but it needs more." She scratched her chin then noticed that Shimmers was started to get erect. "Maybe try his privates, Love Heart."

Love Heart saw that Shimmers cock was starting to get hard, "Not a bad idea," He changed his position and started tickling Shimmers' balls.

"Hey noohohohpleheheheease don't nooehahahaeeahahaha!" Shimmers was blushing on his cheeks as he looked at Loveheart smiling widely while blushing on his cheeks

"Oooh, you like this?" Love Heart laughed, he couldn't believe how much he was enjoying this as he tickled Shimmers' balls harder, "I hope you enjoy this!"

Shimmers looked into lovhearts deeply one last time before closing his eyes bucking his hips up and down as he screamed from the under arm tickling reaching down vainly with his paws as he became helplessly and fully erect.

Love Heart couldn't help himself, seeing what their torture was doing to Shimmeringstar was turning him on and he could feel his dick getting harder as he continued to tickled Shimmers.

Confidence Heart looked up from where she was tickling under Shimmers' arms and smirked at Love Heart, "Looks like he's not the only one enjoying this." She reached an arm down to tickle one of Shimmers' paw pads.

Shimmers moaned helplessly as he bucked his hips up and down as he jumped when he felt his feet being tickled but really liked having his tickled, and his heart raced excitedly as his balls were swelling up as he bucked even harder scrunching his toes.

Love Heart had a full hard on now as he saw Shimmers' react to his tickling. "Oh no, not yet!" He grabbed Shimmer's dick around the middle and squeezed, "We're not done with you!"

Shimmers tried to hide his cock but was unable too as he felt every brush of fur on his cock from the green bear looking into his eyes before closing his eyes moaning and giggling and bucked his hips up and down while helplessly blushing and smiling from this sexual tickle treatment.

Love Heart was panting, his hard on distracting him too much, as he stroke and squeezed Shimmers' dick.

Life Heart saw what was happening and used her magic to spread Shimmer's legs apart while still attached to the stocks. Love Heart saw this and repositioned himself so he was between Shimmers' legs.

Shimmers moaned helplessly as he groaned when he felt his legs being pulled apart. "Nooo, Nooeehahahahaastahahhaahap!" Shimmers begged as he scrunched his toes from the foot tickling.

Love Heart tickled his balls with a free hand, "Will you submit to us then?" he asked, coyly.

"Are you broken yet?" Confidence Heart teased while still tickling under his arm and on his foot.

"Noo, I will hehehhaheehenot!" Shimmers said. "Ohehehaohhmy cohohock! Nooeahahaha!" Shimmers begged as he desperetely tried to close his legs.

"I guess, aaaaa, I'll have to take it up a noooooch!" Love Heart moaned, being in control like this was turning him on so much. He squeezed Shimmers dick tight to keep him from cumming while he continued to tickle the bear's balls.

"Ohh, Ohhh Plehehehease! Ahrrhahahaleheheahaahahaohhohh!" SHimmers closed his eyes feeling his load about to build up and cum s he blushed on his cheeks with a huge open smile giggling and shaking due to the under arm tickling while wiping his chin against his chest.

Love Heart kept his grip on Shimmer's dick, "No, you don't get to cuuuuuum!" He moaned, having trouble holding himself back.

Confidence Heart giggled then moved around so she could tickle both of Shimmeringstar's feet at the same time.

Shimmers was greatly relieved when she left his overly sensitive under arms alone as he giggled cutely. Shimmers moaned happily from the squeeze. "Ohheeheheepleehehehease ohhh don't stop!" Shimmers said feeling his load building and building

"Oh really?" Love Heart panted, "I feel, urrg! The same!" He tickled Shimmers' balls again.

"Arrehaahahehahaeehaaheehaha!" Shimmers laughed cutely bucking his hips only for them to comeback for more as he closed his eyes tightly enjoying his cock being masturbated as a delicious load began wiggling up and down as he scrunched his toes from the foot tickling,

Love Heart panted and lifted Shimmers balls up, "Here, I need this!" He shoved his cock up Shimmeringstar's ass.

Shimmers enjoyed this as he was glad he got captured, and was being treated so nicely. He laughed loudly trying to place one foot in front of the other. "Noo noopleehehheease no more tickling pleeehehehease Ohhh!" Shimmers moaned as he scrunched his toes tightly

Love Heart grunted as he rammed into Shimmers, "You don't get to cum before me!" He demanded as he tickled Shimmers' side with his free hand.

Confidence Heart grabbed one of Shimmers' scrunching feet and pulled his toes up to tickle in between them

SHimmers grunted from this but looked at him worriedly when he saw his paw go after his side. "Nooo, Noo pleehehehease don't tickle me there noeahahaahnooeeheeheheahha!" Shimmers began struggling again wiggling his hips about as Shimmers blushed on his cheeks from the toe tickling which made his cock throb as he tried to free his toes.

Love Heart was panting as he came in Shimmers ass with a grunt, but he didn't stop, somehow still able to keep going as he tickled Shimmers on the sides, "Do you give yet!" He said.

Confidence Heart pulled his foot up and tickled his heart shaped paw pads

Shimmers cock throbbed happily as he felt his load building as he was pounded and he was about to cum since his cock was showing some pre from this fondling and squeezing of his cock. "Noo, I dont! Nooonooleehehehease no dont tickle my sihihides pleeheheheeheasenooeehahaha!" Shimmers begged looking into Loveheart's eyes with a wide opened forced smile as his feet wiggled back and forth trying to avoid being tickled as his under arms tingled.

Love Heart moaned but kept tickling his sides as he fucked him, "Not gonna stop then!"

Confidence Heart giggled and began sawing her fingers between Shimmers' toes.

Shimmers groaned from his sing sang tone as he looked helplessly into Loveheart's eye. "Noo pleehehehease just a few minutes! Nooeehaahahaheeheheeeehenoeoepleehehehase stahahap!" Shimmers begged as he blushed on his cheeks from having his toes tickled.

"No, not gonna stoooop!" Love Heart groaned but kept tickling as he felt himself ready to cum again.

Confidence Heart couldn't stop smiling as she tickled both of Shimmers' feet, "This is fun, I see now why your friends did this to me."

Shimmers was glad his arm pits were being left alone since those were ultra sensitive and still tingling. "Pleaehehehease! Nooeehpleehehehestahahahap! NooConfihahahdence! Nooeehahahahaha!" Shimmers begged as he reached down vainly with his hand paws.

Love Heart gave a cry as he came again and let himself slide out. He panted for a moment as Confidence Heart kept tickling Shimmers' feet. "You won't give? How about this!" Love Heart lifted himself up and sat above Shimmers' erect cock so he could reach up and tickle under Shimmers armpits.

Shimmers was precumming now as he groaned feeling Loveheart cum again inside him again. Shimmers feet kept wiggling and struggling trying too wiggle away in desperation. Shimmers closed his eyes when he felt his cock being sat on as that felt so good! But soon that pleasure was also along with some torturous tickles. "Nooo! Nooeoepleehehheae not theerheeh nooeheahahaahaha!" Shimmers bgged as his under arms flinched back and forth as he began bucking trying to get Loveheart off.

Love Heart jittered around on Shimmers torso, "Not giving up?" Love Heart teased as he tickled Shimmers under his arms. Confidence Heart tickled between his toes again.

"Eeeheeeheheeenooeheheheheeheeee!" Shimmers said knowing he could not give in for his friends sake as his under arms were wiggling back and forth as he squealed in ticklish laughter wiping his chin against his chest to try to stop the tickling as more precum was being released from his cock,

Love Heart felt the goo on his butt, then grinned, "How about this?" He lifted up and eased himself down onto Shimmers' cock, moaning as it plunged into his ass. H didn't stop tickling Shimmers' arms even as he did so. Confidence Heart just smiled as she tickled his paw pads.

"Ohhh eheheeheoeheheheplehehehehease nooenooehahahahaha!" Shimmers closed his eyes as he didnt want to give in at this point as he kept wiggling back and forth desperately to try to get free with a huge laughing smile on his face.

"Don't be afraiiiiid!" Love Heart moaned as he rode Shimmers' cock and kept tickling him.

Nearby, on the other side of the one way glass, Aqua Bear, now red and cubbier from his time as a giant cherry, and Lonesomeheart, now a four breasted Fennec Fox with an unborn Redemptionheart in her pregnant belly, watched the torture of their friend and who they had hoped was coming to save them.

"Arehahaahnooenooeoeeoeepleehehehase lehehehet me goooonooehohhhohhh!" Shimmers finally couldnt take it anymore as he came violently inside Loveheart as he blushed a bright red on his cheeks as he kept reaching down vainly with his paws now sweating from head to toe in sexual pleasure and tickling torture struggles.

"Don't give in Shimmers! Please!" Aqua bear begged wanting to be rescued and still wanted revenge on Confidence and Champ bear for this.

"Yeah, whatever you do don't give in! Your our only hope! Carelot's been captured!" Lonesomeheart said as a tear trickled down her eye.

Love Heart grinned and tickled Shimmers under his arms even harder. "I can feel you loving this," Love Heart said.

"I wonder what you'll be like when we're done?" Confidence Heart giggled and tickled between Shimmers' toes.

Shimmers blushed on his cheeks looking at Loveheart into his eyes as he grinned helplessly smiling and giggling. "Ohhh Ohhh pleehehehease nooeehahaahaheehahahaahahastahahap! Nooeahahahaha!" Shimmers begged as he struggled even more in his restraints as his cock remained hard inside Loveheart.

"No Shimmers you can't give up!" Aqua bear protested sincing Shimmers will slightly slipping as Lonesomeheart looked on sadly as a tear went down her cheek.

Love Heart tickled harder, "Give up, submit," He whispered as he kept tickling him.

"Areahahaheheheeheheeahapleehehehease NooehahaahahahnooahaahIwillanotsuhuhubmit! Eeeheeheheeheheh!" Shimmers giggled as his toes flinched trying to curl tightly as his under arms wiggled back and forth as he looked up at Loveheart smiling and giggling as his under arms wiggled back and forth as he moaned helplessly and blushing on his cheeks

Love Heart only tickled him harder under the arms, "Oh you will, we can keep this up as long as we need to."

Confidence Heart giggled and tickled in between Champ's toes then moved down to tickle his paw pads again

Shimmers continued to giggle in loud torturous laughter as he blushed on his cheeks as he felt his cock getting hard inside Loveheart again. "Noo, Nooepleehehahahahaaheeheheahahaha!' Shimmers begged as he reached down vainly with his paws as his feet were now sweating as he tried to hide his foot one in front of the other.

Love Heart grinned, "I feel you loving this. I hope you love it because when we're done so will you be." He tickled Shimmers' sides then up to under his arms again.

Shimmers grinned and blushed from his captors lips smiling as this made his cock helpelssly throb. "Eeeeyeyeyeheheshehnoonoopleehehehaahaheheahahahaha!" Shimmers begged as he wiggled his hips side to side as he reached down vainly with his paws.

Confidence Heart had enough of Shimmers wiggling and she grabbed his feet with her hands, sticking her finger between his toes to rub back and forth to keep tickling them. Love Heart tickled him under his arms and leaned forwards so their noses were almost touching, "I wonder how much more you can take." He teased.

Shimmers shuttered as he tried hard too close his toes and pull his feet away but was unable too. Shimmers screamed with laughter when he felt his under arms still being tickled as he shook looking up at Loveheart helplessly as he was still hard inside the green bear as he blushed harshly on his cheeks. "Eeehehenoehepelehehehstahahahap!" Shimmers begged as he reached down vainly with his paws.

"No, I'm not going to stop," Love Heart grinned, "This is what it feels like isn't it? I'm going to enjoy seeing the new you."

"I wonder, what will the new you look like?" Confidence Heart giggled as she created some string with her tummy symbol and used it to tie Shimmers' toes apart before she returned to tickling his paw pads.

Shimmers looked into Loveheart's eyes with pleading looks as he smiled and giggled helplessly before closing his eyes and blushing even more on his cheeks. "Eeeheheehenoaoahpleehehestahahaptickling meeehanooeahahaha!" Shimmers begged. "Noo! Noooohhohleave my t oeoehehes alone! Nooeahahahahaha!" Shimmers kept struggling as he was now sweating from head to toe.

"Oooh, you're sweating?" Love Heart tickled him harder under the arms, "I don't think you have much time left."

Shimmers looked at Loveheart helplessly in the eyes as his cock was pulsating happily inside his butthole. "Noeoehahaahahaeehahahaeheehehstahahahap! NoohohI won't gihihive in!" Shimmers said as he tried hard to close his toes as he looked into Loveheart's eyes wiping his chin against his chin smiling widely.

"Stop squirming." Love Heart pulled Shimmer's chin up and held his head back to tickle Shimmers' neck.

Shimmers blushed harshly on his cheeks as he tried too pull his arms down but continued to try to hide his neck. "Eeehehehestahahanoeoahahahaha!" Shimmers begged looking helplessly into his eyes with a violent spread smile across his lips.

Love Heart squeezed his ass around Shimmer's dick and moved down to nuzzle Shimmers' neck then moved to tickle his sides again. Confidence Heart tickled in between Shimmers' toes then squeezed his big toes before she pressed her nose up against them to tickle him.

Shimmers moaned loudly from that squeeze as he blushed on his cheeks from that before he began giggling and begging once more. He squealed with laughter when he felt the tickling between helpless toes as he tried too squeeze them tight but unable too as he felt something cold on his toe as his cock throbbed even happily inside the green bear as he shook and struggled helplessly in his restraints.

"Just give in," Love Heart whispered and kept tickling his sides. He squeezed again, "Don't make this harder for yourself, I promise we'll take good care of you."

Shimmers moaned as he felt his load beginning to wiggle up and down his cock as he blushed harshly on his cheeks looking into Loveheart's eyes. "Eeeheeanaooaahahanoeoeahahahaha!" Shimmers begged as he couldn't deny the treatment his cock was getting. It felt so good!

Love Heart squeezed Shimmers' cock again and tickled his sides.

"Go on, give in," Confidence Heart giggled, "Or don't so we get to keep doing this!" She squeezed Shimmers' toes and tickled the tips as he tried to wiggle away.

Shimmers finally couldn't stand it anymore from the nose nuzzling of his toes to them being tickled and squeezed then he came hard in the green bear's butthole when he squeezed his cock as he moaned in ecstasy having his orgasm perfectly timed with the toe tickling. He was still sweating from head to toe as he was now relaxed. "Ohheehaahahanooplehehehase noo more ticklingpleeheheehahahaheahahahehease!" Shimmers begged as he knew he could not give into this as he looked worriedly into Loveheart's eyes.

Love Heart leaned in close so their noses were touching, "I can feel you're about to break." He reached up and tickled Shimmers on the face.

Shimmers blushed harshly from this but didn't turn away from the playful bear's affection. "Eeeheheenoo noooohohoh!" Shimmers begged trying to prevent his face from being tickled.

Love Heart only grabbed the side of his head to keep him still and tickled Shimmers face harder. Confidence Heart pressed and tickled into Shimmers' paws harder. "Just give up! Com'on!" She begged playfully.

Shimmers screamed in hardy laughter as he looked happily into Loveheart's eyes just melting from the love this male bear was showing him. His cock was happily throbbing inside of him really enjoying the loving affection and the toe tickling kept his cock throbbing as they touched noses once more with shimmers smiling happily into the bear's eyes nuzzling noses back no longer able to resist his enjoyment and amusement of this. "Arrhaeeehaaeheaheheehahaahaha!"

Love Heart couldn't resist as he was getting hard again too feeling Shimmers' throb inside as he tickled the bear's sides harder. "See, it's not so bad."

"Ohh ohheahahahaahaohh goohohohod! I'm going toohahah cuhuhum!" Shimmers said smiling happily as he felt Love Heart's cock on his belly blushing even more as his sides wiggled back and forth as he looked helplessly smiling up at Love Heart as he nuzzled noses with him again and nuzzled him underneath his chin moaning happily.

Love Heart was a bit taken aback by Shimmers' nuzzle back. He just smiled and tickled harder, "Good."

"That's right," Confidence Heart tickled the bear's feet even harder.

"Araahahaahahanooanaoopleheheehases no tickling meehahahanooaahahaha!" Shimmers giggled happily as he felt his cock about to unleash another helpless load as he blushed on his cheeks from Confidence's voice as his feet thrashed about as he was sweating from head to toe about to climax. Love Heart squeezed his butthole to encourage him to cum.

Shimmers howled happily as he came with a mighty orgasm! "Ohh ohh thank you, that felt so goood!" Shimmers panted. "But I can't give up,.. my friends are counting on meheahaheheenooahaha!" Shimmers begged smiling looking into loveheart's eyes hoping to be teased more.

"Oh it doesn't matter," Love Heart teased as he pressed his nose against Shimmers' again. "It doesn't matter how much you resist, you're staying here so make it easy." He grinned and tickled Shimmers' sides again.

Shimmers melted from the nuzzle nosing as he giggled helpelssly. "Aerhaahahaheeheeeheheahahaehehenooahaahaohhh I love you Love Heart bear." Shimmers said nuzzling noses back with him and kissing him on the lips still giggling.

Love Heart was stunned as Shimmers kissed him for a moment. Then smiled as they broke, "I love you too, Shimmeringstar Bear. I think I'll love you even more when we're done." He kissed the bear back and tickled his sides harder.

"Arrehahahaeheahaheheahaaheehahaahaokay okay! hahahayou wihihin! Pleehehase stahahap tickling! I gihihive! Shimmers begged letting go of his mission no longer caring to rescue his friends since this was so much better and didn't care. He was very happy here as he blushed on his cheeks happily. "I love you too Confidence." Shimmers said blushing a bright red on his cheeks as he felt Love Heart's cum inside his belly.

"Good!" Life Heart had positioned herself right above Shimmers' head waiting for his resistance to crumble. She grabbed the sides of Shimmeringstar's head as her magic flowed from her horn and hands into his mind. Shimmers smiled happily and closed his eyes very happy he got captured like this and teased and loved and tortured with his new found mate.

Aqua bear was trying to slam his paws against the cage and glass as a tear and a look of betrayal went upon his face. "Bwig brother, how could you?" He said as he limped down and began to cry. Lonesomeheart hugged Aqua Bear as she also felt helpless now knowing there fates were permanent as they both regretted ever torturing Champ and Confidence.

Love Heart pulled off of Shimmers, feeling a bit of the cum ooze out from him as he was still painfully hard.

Life Heart kept her focus on Shimmeringstar, not even looking up, "OK, I've wiped most of his memories. It will take longer to remove skills because I have to make sure he doesn't lose basic abilities, like knowing how to walk and take care of himself."

Love Heart looked at the smiling but now effectively comatose bear on the rack. "Don't take his skills, I still want him to be a good fighter and skip the basics if we train him in magic."

Confidence giggled as she joined her mate, looking down at his hard on, "Still horny? Want me to help with that or are you saving it for our new mate?"

Love Heart smirked, "I'm saving it, but I just need to decide what to do here."

"Don't overthink it, I can't keep this up forever without permanently damaging his mind," Life Heart was still focused on Shimmeringstar.

Love Heart's smirk became a grin as walked over to Life Heart's side, "I think I know now, and what to change him into."

"Then I'll let you have the fun, come here," Life Heart motioned with her horn for Love Heart to take her place and as he did so she transferred the spell to him which made the eight pointed star on his forehead glow, followed by his hands.

Love Heart stared down lovingly as he began to reshape Shimmers. "First, you're going to be female from now on." As he spoke, Shimmers' now soft dick and balls receded into his body which left him, now her, with a vagina and his facial features shifted slightly to become feminine. "And maybe... coral pink fur," he watched as her sandy fur changed to that color, "but stay strong, and skilled. Hmm..." he watched as the transformation was causing Shimmers to take on Magi traits, her symbol moving up from her tummy to her still flat chest, "A symbol change to a heart shaped locket." The three pointed star compressed and changed color, replaced by a heart shape pink locket on a short silver chain. "And lastly, you need to be sexier, have huge breasts," Love Heart's cock throbbed painfully as the spell his mother had given him worked, and Shimmers chest swelled. Love Heart couldn't resist as he reached down to squeezed the growing breasts, more magic flowing into them until they were too large to fit in his hands.

Love Heart panted but forced himself to stay focused as he brought his magic covered hands back up to Shimmers head. "Now your memories. You have always been a Magi, you joined years ago and left with us when the Kingdom of Caring changed their rules. I trained you as a swordswoman and Confidence helped train your other fighting skills. Over time you fell in love with us and became one of our mates," the last memory took far more easily as Love Heart added in the little details about the other Magi this new bear would know, just to keep awkwardness to a minimum. "And finally, your new name is Twinkle Heart Bear."

Life Heart had kept the spell pouring into Love Heart as he worked and finally stopped casting it as Love Heart stepped back to look at the now strong, sexy, coral pink, female bear that lay strapped to the table. "That should do it, she'll wake up any time now."

"Good," Love Heart set about unstrapping Twinkle Heart from the table and lifted her down, just as she came around.

"Wake up, Twinkle," Love Heart whispered, "You had a crazy night."