Lust is Magic

by Deathtoheaven731

Rating: mature
Tags: Sex, Princess Celestia, Dark, Twilight Sparkle, Original Character, My Little Pony: Friendship is Magic, Rarity, Romance, Fluttershy, Adventure
Length: 48387

A long lost alicorn grants Fluttershy some wishes that should not be granted.

Fluttershy has for the past year been bothered by her crush on Rarity, who is clearly as straight as mares get. However, a long lost Alicorn offers a few solutions, but eventually there will be a price to pay.

Co-written by SongCoyote, without whom this would never be possible. Thank you for not only your long hours writing the clop, but for taking up the burden of the general writing when I faltered and for being the best friend I've had in a long time. Everypony, please follow this superb writer!

Cover Artwork by LinksLove over at DeviantArt. More thanks to them for this fantastic art!

Warnings: Contains graphic F/F sex, magical sexual coercion, RariShy, TwiLestia, complex OC alicorn, and (eventually) a heavily armed Pinkie Pie.

Published 2013-09-30 01:30:03 UTC
Last updated 2013-10-22 04:06:13 UTC

Chapter 1

It was only late afternoon in Ponyville, but between the dark shadows of the clouds overhead and the constant downpour one would have never been able to tell. The Cloudsdale Weather Authority, in order to make up for a drought caused by a delayed supply of water from Manehattan, was now drenching the area for the whole day and well into the following afternoon. The entire town had to be shut down from the sheer amount of constant rain. Applejack had remarked to Rainbow Dash that any other farm pony would have brought a lawsuit against Cloudsdale for lost productivity, and the Mayor had already filed a formal complaint.

Fluttershy found that the unrelenting deluge only aggravated the unusually dour mood that had crept up on her. Like everypony else, she was staying at home for the day, kept company only by Angel and a few other of the woodland animals that had failed to reach their homes before the change of weather. However, aside from the crackling from the fireplace and constant drumming of the rain, no other sounds filled the cottage. Fluttershy was in no mood to sing, and she had laid out food for the animals long ago, though the inclement weather of her sad frown and withdrawn silence had clearly caused many of them to lose their appetite.

Sitting in her comfiest chair, Fluttershy’s vacant eyes locked on the red-gold play of fire on logs. Her thoughts danced around in her mind like the flames before her, but they always came back to the same subject: Rarity.

Fluttershy’s platonic love for her close friends had been a constant for as long as they had been together. Their individual personalities added to this, each having unique qualities that affected how she felt about them: How Twilight could always find something new and wonderful in what everypony thought they knew; how Rainbow made her feel not only safe but powerful; how Applejack caused long and tedious hours to disappear like a whirlwind; and how Pinkie... well, there was nothing that needed to be said about her that wasn't already obvious.

But Rarity... Rarity was beautiful, glamorous, complete... perfect. It wasn’t just her amazing talent with fashion or the easy grace with which she styled her mane or those of any of her friends. When she claimed to be a lady, she meant it. Everypony could hear it in the way she spoke, her combination of careful enunciation and eloquent choice of words. They could see it in the way she carried herself: the dainty movements of her hooves and the swagger of her hips - not too exaggerated but still there to be seen. And her eyes....

Fluttershy had discovered that she was attracted to mares only about seven years ago, but it hadn’t affected her life much between her shyness and the fact that she wasn’t the most sexual pony in Equestria. It did lead her to declining the few offers from stallions she had received while she worked it out, but the need to deliver rejections had made her even more timid and quiet, so she ended up not really doing anything about it. Even on the rare occasion that she pleasured herself she didn’t tend to think of anypony in particular, though she often found herself strangely turned on by incense and certain flowers.

The experience that finally clued Fluttershy in to her sexual orientation was an encounter with Rainbow Dash, only a few years before the return of Nightmare Moon. She had been invited to join Dash for some recreational flying and had very much enjoyed her company. By sundown, though, Fluttershy was nearly exhausted and was ready to call it a day, only for Rainbow to offer her a drink at the Drunken Master, a bar in the bad part of town (what little of it there was). She had wanted to say no, but at the same time she had made a resolution to try out new things.

So she said yes... and the tale from that point was right out of the classics. They went to the bar, and one drink led to another, and another, and another. Fluttershy had been drunk only once before that night, and she was certainly not ready for the way that Rainbow started to look at her coyly, and definitely not for how she brought their muzzles together.

Not only did Fluttershy have her first kiss that night, but also her first and only sexual encounter. Caught up in a drunken rush of hormones, they had rushed back to Rainbow’s house. As it turned out Rainbow Dash was not only bisexual, but very active and very skilled. It was a truly amazing experience.

The two pegasi hadn’t pursued the encounter any further after that night. Fluttershy was quite embarrassed about her first time despite how good it had been, and while Rainbow had been more than happy to open up her best friend’s world, she was distinctly not monogamous.

Fluttershy initially attributed her acceptance of the act to the alcohol, but as she got on with her life she couldn’t help but notice the mares around her in a whole new light. It wasn’t long after that she began to realize how she felt about Rarity, especially after their visits to the spa had become an active tradition.

But there was one huge problem: Rarity was clearly straight. At least, if she was bisexual like Rainbow it was hidden beneath hours of her going on about her latest stallion crush. It was torture at first, listening to the fashionista’s constant reminders that they could never be together, but eventually she started getting used to it much the way she had gotten used to Angel’s abusive behavior, at least until her recent resolution to put a stop to it. Her status as an Element of Harmony and the discovery of the sacred bond between those six friends was also a comfort: She concluded that fostering that bond of mutual platonic love was more important than her own personal desires. Equestria depends on me... on us, is what she told herself each day--

*knock* *knock* Fluttershy looked to the door, startled yet inwardly grateful for something to take her mind off of the dark corners of her heart. Besides, with the horrible weather....

*knock* *knock* *knock* “Coming!” she called out as she jumped up from her chair by the fire. She reached the door and undid the lock, which she habitually set in spite of her isolation. She slowly opened the door a crack, then quickly swung it further in surprise at an unfamiliar and striking sight: standing on her porch, wet and shivering from the rain, was a female alicorn.

She was taller than Twilight, Luna, and Cadance, but slightly shorter than Celestia. Her soaked coat was a light amber color, her mane rose-red, and her eyes a deep sapphire blue. She was wearing a red cape, the hood of which was up to shield her head yet not enough to obscure the most distinctive aspect of her appearance yet: The top half of her horn had been broken off somehow.

“Oh... my,” Fluttershy murmured, too quietly to be heard or noticed.

“I-I am s-so sorry to imp-pose,” stuttered the alicorn with an apologetic look. Her voice, despite her shivering, was warm and melodious. “I g-got caught out in the st-storm when I arrived in Ponyville. C-can I come in? If only for a m-moment?”

Fluttershy stood there for at least ten seconds, entranced by the sight of the exotically lovely alicorn mare, then shook her head to clear her thoughts. “Oh please!” she exclaimed, pulling the door wide open and waving the newcomer in. “No pony should have to stand in the rain like that!”

“Thank you,” said the alicorn with a slight curtsy as she quickly trotted inside. Fluttershy shut the door behind them and locked it, then quickly flew over to a cabinet and pulled out a pile of soft dry towels.

“Please, help yourself!” She handed her guest the towels. “The fireplace will keep you nice and warm, and you can stay as long as you like! Would you like some tea? I only have Jasmine right now; I forgot to get Earl Grey, you see--”

“Oo, Jasmine would be lovely!” the alicorn exclaimed. “I haven’t had Jasmine tea in at least five centuries!” She undid the clasp on her cape and set it aside, revealing her cutie mark. It made Fluttershy think of Celestia and Cadance because it was almost like a cross between their marks: A white sun with a deep-red heart centered within it, and a smaller amber sun nested in the middle of the heart.

Fluttershy stared for another few seconds, her eyes roaming over both the cutie mark and, to her embarrassment, the alicorn’s smooth, finely curved flank. With an effort she tore her gaze away and flew into the kitchen, hoping her blush wasn’t too visible. As she reached for the kettle, her ear flicked at what she would have sworn was a quiet chuckle, and something about it sent a rush of heat to her face and loins. She shook her head again as she filled up the kettle and set it on the burner, then set two cups on her tray with their respective tea bags.

She then returned to the living room to find the alicorn sitting next to the fireplace, wrapped up in towels that once again hid her cutie mark. The visitor’s ears twitched at the sound of Fluttershy’s hoofsteps and she turned to face her host with a grateful smile.

“Thank you so much for receiving me! I would have tried the town inns, but when I arrived your house was the closest and I was already soaked and--!” She brought a hoof to her forehead. “Silly me, I’ve completely forgotten my manners. My name is Amber Dawn, former Princess of Equestria.”

Former Princess? “My name is... F-Fluttershy,” the pegasus forced herself to say. She had always had trouble introducing herself on initial meetings, but recently her assertiveness training had been paying off, though Amber’s alluring voice was not helping her remain calm.

Amber Dawn’s eyes widened. “Fluttershy?! As in Fluttershy, the Element of Kindness!?! Oh, I cannot believe my luck!”

“You... know of me?”

“Absolutely! I was once a disciple of Princess Celestia before I became a princess, and my favorite subject for study was the Elements of Harmony. Wrote my graduate thesis on them and got a publication deal in Canterlot!” Amber let out a dreamy sigh. “I might have been away from Equestria for nearly ten centuries, but if there is ever news about the Elements I make sure to hear about it.”

It was now Fluttershy’s eyes’ turn to widen. “You... you have been away for ten centuries?”

“Mmhm!”

“And you were a princess, and Celestia’s student before that, too?”

Amber Dawn smiled. “Yes, and that’s all a rather long story,” she replied. As she opened her mouth to speak, the sound of a hot kettle punctured the air. “Which I’ll be happy to share over tea, if that’s alright.” She ended her sentence with a knowing yet demure look that made Fluttershy blush once more.

“Right away, uh....” Fluttershy tapped her front hooves together. “Your highness?”

The alicorn giggled. “Please, call me Amber.”

Fluttershy returned with their tea shortly, joining her guest on the floor in front of the fireplace. “Thank you,” said Amber. The remainder of her horn shimmered with rose-red magic and matching energy surrounded her cup, levitating it to her lips. She took a sip, then shuddered with ecstasy. “OH! Oh my goodness... it really has been so long since I’ve had tea. I had become rather accustomed to Gryphonian Fire Wine, but it is such a crude drink.”

“You... you can still use magic! Twilight told me a damaged horn is a permanent disability!”

Amber smiled. “Yes, and I should have lost my ability forever. It’s funny though, the Serene Zebra Republic seems to be home to scholars who understand magic far better than anypony. That country was one of my first stops after my horn broke, and I spent a century there in service to those scholars on the chance that I could glean some hope of regaining my magic.

“But maybe I should start at the beginning, yes?” Fluttershy nodded enthusiastically, unaware that she was unconsciously slurping down her tea instead of savoring it.

Amber cleared her throat. “I was a little filly a thousand years ago and had started my schooling during what you might call the Dark Times: The Tyranny of Discord, the Dark Regime of King Sombra... and, of course, the Failed Coup of Nightmare Moon. Though they were frightening times, there has really never been a period in the history of magic so captivating: Discord’s seemingly limitless font of manifested chaos, Sombra’s powers of violence and shadow, and the Royal Sisters, wielding the Elements of Harmony against both! I developed quite a fascination, one that kept me up late nearly every night, studying.”

Amber took a deep breath and let it out slowly as she gathered the threads of many long years of memory. Her eyes closed briefly as she continued, “I was not from the wealthiest family, but apparently I was the most dutiful student. Princess Celestia saw my exam results and, after a few tests of her own, she accepted me as her pupil. Alas, as I grew into adulthood, I learned that I was an oddity in two ways: First, I was a lesbian--”

There was a splutter from Fluttershy, and Amber’s eyes opened to see her wiping tea off her mouth and the table in front of her, her yellow cheeks suffused with deep red. The pegasus was no longer able to meet her eyes, and Amber’s cheeks flushed slightly in sympathy.

“I see I am not the only one here,” she said with a warm smile, glancing outside at the rain for a minute to let Fluttershy recover from her discomfiture. “As I was saying, I was a lesbian. The second oddity: I had not earned my cutie mark before I reached adulthood.” She looked down and smiled shyly before meeting Fluttershy’s gaze again. “I’m not the first and I will certainly not be the last, but it was definitely an embarrassment.

“Being a lesbian in that era was particularly... challenging. Equestria has not always been the realm of love and tolerance I have been told it is today. Back then, homosexuality and bisexuality were vilified at best, and in some areas were even criminalized.”

Amber’s eyes reflected an old sadness, but as she continued her smile returned to its former brightness. “As you might imagine, a mare in my position was expected to be dating stallions, but simply put, they just never... turned me on. Since I was already a barely tolerated oddity because of my position as the Princess’ pupil - especially as a ‘late bloomer’ who was a blank flank for far too long - I at first decided to withdraw from the whole messy process.

“But my body, and my oh-so-concerned peers, let me know that this was not acceptable,” she said with a wry grin and a twinkle in her eye, “and so I decided as a magician to approach the problem scientifically.”

She nodded as she saw Fluttershy’s eyes brighten. “Yes, I used magic to affect my own sexuality. Actually, I invented that particular bit of magic. I was shocked to find that nopony had discovered this need before me and filled it, yet the mechanics were actually quite obvious, at least to me.

“My first spell was what I immediately needed, though it was perhaps not what you might think. You see, ponies are not strictly oriented towards any gender, at least not inherently. We lean towards either at any given moment, but we have the potential to enjoy both. My spell allowed me to bring out one’s most dormant urge, and in my case it was stallions.” Amber shook her head with a wry grin. “It was ironic: I desired mares originally, but thanks to my spell it was a stallion who was my very first partner. Oh, and he was such a partner, I’ve never seen one so long--”

Amber chuckled as she noticed Fluttershy’s face was almost totally scarlet. “Maybe I should avoid tangents like that,” she said with a little smirk. “Anyway, my spell worked and I happened to get my cutie mark as a result, but it was only the beginning. I went on to develop a whole series of sexual remedies and enhancements. Inconvenient orientation? Not a problem. Too little sex drive? Not a problem. Too much sex drive? I envied those ponies, but again it wasn’t a problem. I could even help ponies acquire kinks that they would have never dreamed of on their own.

“Eventually, word got out about my new field of magic and it reached the Princess’ ear, even though I had intended for her not to hear about it. Fortunately she was very pleased with me and I was soon swimming in awards. The traditionalists didn’t approve, but the scientific community and my customers embraced this new form of magic. And it wasn’t too many years into my studies under her before I received the ultimate award possible: Princess Celestia made me an alicorn.”

Fluttershy smiled. “You must have been proud!”

Amber grinned back. “You have no idea. There were a lot of benefits to it: Being feted by the elite and studying the Elements of Harmony stand out in particular, and I do enjoy flying. However, by becoming royalty and a member of a divine race of ponies, my position was beyond the scrutiny of law, including the very law that forced me to develop those spells in the first place. I was free not only to profess my sexuality, but to act on it however I wished, and it would have been treason for anypony to say a word about it. Not that I actually did all that much,” she smirked. “Celestia wouldn’t have it, said it was ‘bad for the reputation of the throne or something like that. Of course, the traditionalist nobles all assumed they knew the truth of my sexuality and privately hated me for it, and I am quite sure the Order of Saint-Empress Faust was behind a few attempts on my life--”

“Order of the what?” Fluttershy interrupted, then recoiled at her words. “That is... if you don’t mind answering....”

“No it’s quite alright,” said Amber. “The Order of Saint-Empress Faust was a secretive monastic order of zealots based around the worship of the Holy Empress Faust and the other Alicorns of the Infinite Alicorn Authority. The latter is supposedly a continuum of all-powerful aetherial alicorns that exist in Elysium, who sent Celestia and Luna into material forms to liberate Equestria from Discord and replace Clover the Clever’s Charter with the first Equestrian Constitution. Again, supposedly. The only ponies who claimed any contact with Faust and the Authority were the Royal Sisters, so it could easily have been made up. I can guarantee that I’ve never had any visions or other contact with such beings, though if they exist I would have liked to. But given that anypony, including me, can be ‘promoted,’ it is conceivable that the alicorn race is a genetic mutation brought on by powerful magic.”

“Oh... okay.” Fluttershy had never heard of such beings, nor had she ever heard of Twilight or the Princesses mentioning them. However, she decided to table any thoughts of how this might affect her spiritual beliefs for another time.

“Anyway, I was essentially above the law, with the obvious exceptions of murder and those sorts of things. I was free to express myself as I wished, and find the mare of my dreams. Turns out that mare had been in plain sight the entire time.” Amber looked at Fluttershy with a smile that widened right along with the yellow pony’s eyes.

“Princess Celestia?!”

“Princess Celestia. I could go on for ages about how our match seemed to be made in heaven, how her love filled me with so much joy to the point of tears, how she was fantastic in bed... the point is, I was truly happy. As it turns out, I fulfilled her even more: She had never had a lover before, and she felt even lonelier after losing her sister to a thousand years of banishment. She had taken me on as a student for perfectly professional reasons, but secretly she had been hoping I was a lesbian like her.

“This story could have continued for eternity, happily forever and ever.” Amber looked down and her expression darkened. “Except for the accident,” she muttered.

Fluttershy’s enthusiasm visibly faded and she gulped before asking, “You mean, your horn.”

Amber nodded, turning to the fireplace. “It... we were experimenting with the Elements of Harmony. I won’t burden you with what happened or how, but the result is that I lost the top half of my horn. No more magic. I had lost everything that made me, me! And worse, without magic I was a princess in title only. They appointed a regent to manage my estate and participate in the legislature on my behalf, but it was barely a week before I called it quits. I left everything to Celestia, abdicated my crown, and fled Equestria in disgrace.”

She turned back to Fluttershy, whose face contorted with sadness to see the tears rolling down her cheeks. “But you know,” Amber said, nearly choking on her sobs, “the worst part was saying goodbye to... to her. She begged me to stay, you know. I told her that I’d travel the world beyond Equestria, serve the Kingdom that way--”

Despite her usual reluctance about such body contact, Fluttershy slowly put her hooves around Amber’s neck and held her close. “I’m so sorry,” said the pegasus softly. “It must have been so hard for you.”

“Th-thank you,” Amber moaned. They huddled in that position for a good minute before Amber pulled back, taking one corner of a towel to her eyes. “I did actually travel, you know. Like I said, I stayed in the Serene Zebra Republic for a good century and got much of my magic back with their help. I can actually perform a full nine hundred fluxes per second!”

Fluttershy looked confused.

“Oh, I’m sorry,” Amber laughed. “This is something only unicorns usually learn. You see, fluxes per second is the standard Equestrian measurement for magic. When magic happens, it creates a brief flux in space. The more fluxes per second, the more effect is possible. Unicorns and alicorns can have their magic potential measured this way. The average unicorn can reach six hundred fluxes at a stretch, but a particularly talented one can cause around nine hundred. As an alicorn, at my peak I could perform one thousand three hundred and nine fluxes per second! Celestia was better: she’s reached one thousand three hundred and thirty six.”

Amber’s story was interrupted as she tried futilely to stifle a yawn. “Goodness, what time is it?”

Fluttershy glanced at the clock. “Ten in the evening.”

“A bit early,” Amber mused, “but I am quite tired from my travels.” She gave Fluttershy an innocent look. “Would I be imposing too much to ask for your sofa for the night?”

Fluttershy felt herself heat up again, though she recovered more quickly than before. “Please, stay as many nights as you like!” she said in a rush.

“Oh thank you!” Amber rejoiced, hugging Fluttershy again, which made the pegasus squeak in surprise. She pulled back and asked, “I do need one more small favor, then.”

“Yes?”

“Can you... not tell anypony I’m here? I want my reunion with Celestia to be a surprise. It’s... very important to me, Fluttershy. Will you keep my secret?”

Fluttershy smiled and recited, “Cross my heart and hope to fly, stick a cupcake in my eye.”

Amber stared in confusion and concern, causing Fluttershy to giggle. “Yes, I won’t tell anypony,” said the pegasus reassuringly.

“Oh thank you, Fluttershy,” Amber said with a sigh of relief, standing up. “Sweet dreams?”

“Sweet dreams,” Fluttershy replied.

The pegasus trotted upstairs. Amber watched the subtle sway of her hips as she walked, smiling to herself. This is going far better than I could have hoped.

Chapter 2

Alone in her private chamber, Celestia paced, her gold-shod hooves making small ringing peals as they tapped the marble floor. Her brow was furrowed, her head bent as if the crown on it weighed her down as much as did her thoughts. Her eyes moved as if she was dreaming, flicking back and forth but seeing nothing within the room itself, and her mouth was open slightly as she panted unknowingly, her flanks heaving.

While she had managed to keep her usual air of serenity in her daily appearances, in her secret heart she was afraid. The shadows left on her spirit by that dream of fearful teeth and piercing blue eyes lingered, and more and more she had come to believe that it was not simply her fevered imagination, but a vision: one that brought more fear to her heart than she had felt in a very long time.

Celestia reached the end of her path and started to turn to measure out the length of the room once more. She stopped as her eyes finally focused on something other than the thoughts running through her mind: a sliver of shining moon cutting through the night sky to illumine her balcony doors. Feeling as if her sister had deliberately pulled her from her near stupor, her frown eased and she smiled slightly.

Inspired by the light that shone over Canterlot and all of Equestria, the Sun Princess pondered for a long moment, then nodded to herself and stepped toward the balcony, her magic opening the doors as she approached. She stood in the night air, smiling up at the moon, and took a long, deep breath as she closed her eyes, ready to get answers direct from the source. Seeing the one she had adored so long ago would be hard, but it would answer so many questions.

Sights and sounds from all around her sprang up to Celestia’s senses as she stretched them out over the land. The spell she called on was old and quiet and powerful, and her smile widened as she called up a fond memory of the alicorn who had invented it. A few breaths later, her immediate surroundings faded from her perception, and as her horn flared bright gold she murmured into the soft night wind, Show me... the one I seek. Show me my love.

In her mind’s eye Celestia flew through a swirling gold fog, feeling the magic take hold as it guided her spirit to its destination. Her heart fluttered with emotions she had thought long faded, and as she felt herself getting closer her breath came fast and hot.

The mist started to clear, and she waited with ill-concealed impatience to behold her heart’s desire. At last she could see the outline of an alicorn, laying still and sound asleep. As she drew near, mind and heart nearly singing, she realized it was not who she expected...

...it was Twilight Sparkle.

Fluttershy trotted down the corridor, but it seemed like she had been doing that for many hours now. It wasn’t dark or scary or anything, just grey and... endless. Her way was lit by torches, and they all looked alike. There were no flaws in the arches overhead or even marks in the floor; every step was just like the last.

After what seemed like an eternity of monotonous, echoing hoofsteps there was a shift, and a light appeared at the end of the corridor. The sound of voices soon followed, though Fluttershy could not make out what they were saying. She picked up her pace, but at first it seemed like she still wasn’t making any progress. In frustration she sped her canter into a gallop. As soon as she did, however, she felt like she had been fired through the corridor by a slingshot, tossed into the white light....

Fluttershy stumbled into a large, brightly lit room. “Darling, how good of you to join us!” said Rarity from her couch at the far end - the very same couch she would summon from nowhere in times of distress. She was lounging in her favorite robe, receiving a hooficure from Discord and Nightmare Moon. To her right, Celestia and Rainbow sat in stern poses, saluting each other while emotionlessly chanting “Sunshine sunshine, ladybugs awake...” To her left, Applejack and Pinkie Pie were hanging apples on a Hearth’s Warming Eve tree, and Fluttershy was disturbed to see that some of those apples were shaped like Angel’s head.

The strangest sight was at the center of the room. Twilight Sparkle was sprawled atop a round table, her hindquarters in the air as Cadance nuzzled into her nether regions, while she was busy working on a checklist with her magic. “Come on Fluttershy,” said Twilight, “you’re not having any fun at all. You need to hurry; the guest of honor is getting impatient.”

In the back, Rarity stood up, pulling the robe off and tossing it into Nightmare Moon’s face. She started sauntering slowly across the room, but in the blink of an eye she was on the other side, her muzzle right in front of Fluttershy’s as she leaned in--

Fluttershy bolted upright in her bed, flinging the covers off her in a panicked state. She was drenched with sweat. Realizing where she was, Fluttershy sighed and rubbed her eyes with both hooves as she got her breath back. She stopped when her nose twitched at the scent of cooking. Gathering up what energy she could, she got out of bed and tossed on a bathrobe.

Yawning, she entered the kitchen to find a variety of plates and pans being levitated. “Sorry if I woke you, Fluttershy!” called Amber, walking over to the dining table where a meal was being magically assembled. “I hope you like blueberry pancakes and maple syrup. I went into town earlier and restocked everything, my treat!”

Fluttershy yawned again, joining Amber at the table. “I thought you didn’t want anypony to know you were here.”

“They don’t. Anypony who saw me saw a unicorn with spectacles and a poorly kept mane.” Amber smiled to herself. “When I was a young mare, my mane was like that.” She poured the syrup generously and dug into her pancakes. Fluttershy sat down at the table and started to eat, but found her movements sluggish. Between her haunted eyes and bedraggled look, Amber found the reason for Fluttershy’s distraction all too apparent.

“Bad dream, sweetie?”

Fluttershy froze, then assaulted her pancakes with more vigor. “It’s nothing.”

Amber chuckled. “After spending the last week with you I must admit I hoped you’d feel more comfortable talking with me. But everypony has the right to their own privacy.” She picked up a healthy forkful of her own stack and bit into it. “Mmm! There is nothing quite like pancakes in the morning, you know?”

Fluttershy grimaced and raised her head to face Amber. “Amber, I... uh, there is....”

“Yes?” Amber said with a look of concern.

“There’s something I... oh just forget it!” Fluttershy jumped up and bounded away from the table back towards her room, only for Amber to teleport right in front of her and stop her with a firm hoof on her shoulder.

“Hey hey hey! If there’s something to say, say it!” Amber lifted Fluttershy’s chin to look into her eyes with a stern yet sympathetic expression. It reminded Fluttershy of Celestia, and that thought startled her, though she didn’t know why. “Don’t bottle it up, you’ll just feel worse,” Amber continued. “You can tell me anything, okay?”

Fluttershy’s lip quivered, and out came everything: Her feelings for Rarity, how she had been alone aside since her one fling with Rainbow Dash, Rarity being straight, and their role as Elements. Amber stood there through the entire thing, her face a perfect mask of patience, until the story was complete. When Fluttershy was finished, she let out a long sigh.

“I am so glad you told me everything, Fluttershy,” Amber said with a warm smile. “There is no reason why you need suffer any longer. Thing is, you have nothing to worry about.”

“But I have everything to worry about!” the yellow mare wailed, then looked down at the floor. “Rarity will never love me.”

Amber gave her an incredulous smirk. “My dear, have you forgotten who’s been living with you for the past week? My spells have solved FAR worse, and I’m sure they still can.”

“Your spells....” Fluttershy murmured, realizing that she had overlooked the possibility. But as soon as the idea started to take root in her mind, she blurted out, “Oh no. No! I’m... I’m really sorry, but we can’t. I can’t!”

“Why not?”

“I... I can’t just force Rarity to love me! It would be robbing her of her free will!”

Amber’s laughter filled the house, and she tossed her mane insouciantly. “Oh Fluttershy my dear,” she chuckled, “I’m not going to make Rarity love you! All I’d be doing is bringing out her suppressed attraction to mares and driving up her libido. She’ll be horny and ready, which is all you need! Love is something that can come later, with time!”

Fluttershy frowned. “But... you’d still be controlling her! You’d be giving her feelings she normally doesn’t have.”

Amber gently stroked Fluttershy’s cheek with her hoof. “I think there’s a lot you haven’t been told, sweetie. Let’s talk about libido, shall we? Did you know that a mare’s libido is synced with the position of the moon?”

Fluttershy blinked. “I... no, I didn’t!”

“And who controls the position of the moon?”

“...Princess Luna?”

“Correct! And likewise, the sun has certain effects on stallions, though not with quite the same intensity of effect. I don’t need to ask you who controls that now, do I?” Amber dropped her hoof from Fluttershy’s cheek and returned to the table. “The point is, Fluttershy, the existence of free will has never really been proven by ponykind, but the power of certain beings like the Royal Sisters has. If they have that much influence and use it, and you can bet that they do, does my nudging Rarity for you - just this once - really compare with what they most certainly do regularly?” She took another bite of pancake. “We should really finish these, they’re getting cold.”

Fluttershy slowly returned to the table, more confused than she had ever been in her life. “But... if you change her like that... is she still going to be the same Rarity?”

Amber smiled. “I’m glad you’re asking such good questions,” she said. “Not everypony who has accepted my services really understood what they were asking for. To answer your question, yes. All I’d actually be doing is making a few chemical adjustments inside her body that govern her base desires, which will be entirely temporary by the way. If you two bond, the sexual preference would become permanent, but her drive will return to its natural state no matter what.

“And!” she proclaimed triumphantly, her eyes shining. “And, if for whatever reason this becomes problematic, I have a whole slew of counterspells and workarounds for every situation imaginable! Trust me, when I first changed my own desires, I was so paranoid that I would be stuck lusting for stallions that I set ten different conditionals to guarantee I would return to normal.” She blushed as she added, “Admittedly, I’ve used many hundreds of spells on myself over the years, to the point where I now have no actual preference, but that’s a rather extreme example! All you need is two interlinked spells--”

Fluttershy had grown less agitated as Amber spoke, but she still frowned as she weighed the possibilities. She pondered her loneliness, her own long-suppressed needs, and the shining hope she held of finally realizing her dreams of Rarity. Taking a deep breath, she set all four hooves on the floor, her frown shifting to a look of determination. “Okay,” she said firmly, striving to quell her last fears, “I’ll... I’ll do it. That is,” she continued carefully, “...if you’ll help out.”

Amber smiled warmly again. “Are you kidding me?” she said with a laugh. “You’ve hosted me without any complaints, provided wonderful conversation, introduced me to all the cute critters in the Everfree, and made it possible for me to have PANCAKES! Of course I’m going to help you!”

Many ponies were out enjoying the beautiful weather as Fluttershy approached the Carousel Boutique. She found herself wondering just how she had managed to put herself in such an odd situation. It took an enormous amount of willpower for her to keep putting one hoof in front of the other, especially as she felt like every step was being watched. That effort, combined with trying to look like she was just having a normally anxious day, was starting to wear on her.

At last she stood before the gaily painted door, her sides heaving with the long, deep breaths she took as she slowly calmed herself. This was a chance to realize her dreams, just as Amber had promised, and Fluttershy had come to trust Amber Dawn in spite of her eccentricities. The instructions she had received, which more or less boiled down to “relax, be yourself, and be open to her advances”, were simple enough that she really could stop worrying. Any second now.

Shaking her head at her own silliness, Fluttershy gulped, blew her breath out her nose, and finally raised her hoof to knock at the boutique’s door. A distant but clear invitation to enter drifted through it, so she pushed through, planting a smile on her face as the door swung shut behind her.

Rarity seemed to float into the reception area, the smile on her face and the pink flush on her cheeks suggesting that she had not, perhaps, been engaged in dressmaking in her workshop, though the flattering blue gown, which of course complemented her mane perfectly, was unruffled.

“Welcome, welcome to my shop! I’m so glad you could... Fluttershy!” the white unicorn gushed, her smile now far more genuine. She dropped most of her professional facade and trotted close to Fluttershy, her eyes sparkling. The pegasus tilted her head slightly as Rarity suddenly stopped, one hoof raised, and sniffed the air.

“Darling, what is that scent you’re wearing? It’s...” she took a long, deep breath, obviously savoring the aroma. “It’s... simply divine!”

Fluttershy blinked slowly, a confused look on her face. “I... it’s... nothing special,” she murmured, fearing that one of her animals had marked her; was she becoming too accustomed to that?

Stepping closer, Rarity’s pupils dilated as she took in more of the delicious perfume. A shiver ran through her, leaving a rather startled expression on her face, but one more sniff and she suddenly smiled in a way that reminded Fluttershy of a hunting cat who had just spotted dinner.

“Oh, but of course you must come in and have... some tea with me,” Rarity said in a breathy rush as she stepped past Fluttershy, brushing gently against her in what could well have been accidental contact. She turned the Open sign to Closed and locked the door before turning back with an inviting look in her eyes. “Nothing like taking some quality time with one’s friends!”

Fluttershy blushed at the touch of Rarity’s coat against hers, her wings rustling. “Well, if... if it’s not too much trouble,” she managed. “I wouldn’t want your business to suffer...”

Rarity laughed, waving away all worries with an unconcerned hoof. “Nonsense, my dear, you know I adore your company! Now please, come have a drink with me and we’ll catch up for a while. It’s been so long since we had time together!”

Brushing against Fluttershy again as she began to lead the way to the kitchen, Rarity suddenly paused with her head near the pegasus’ wings. She took another slow, deep breath, then gasped, startling Fluttershy slightly.

“That scent... it’s... it’s you!” she breathed in a quiet voice full of awe.

“It’s... m... me? I... what?” Fluttershy stammered.

Rarity leaned close to Fluttershy, her nose a few scant inches from her wing. She moved her head along the soft yellow shoulder, inhaling her musk, her pupils huge behind half-lidded eyes, her warm breath cascading over the yellow coat as she exhaled.

That warm gust alone almost made Fluttershy moan aloud. It was so close to the touch she had been longing for that only her native caution kept her standing upright as her legs started to quake. She forced herself to respond, though it came out as little more than a breathy squeak. “Rarity... that’s... are you okay?”

Opening her eyes, Rarity looked directly into Fluttershy’s deep blue gaze. “My dear, I feel as though I have awakened from a long sleep and found you at my side, welcoming me like the rising sun. I am well past ‘okay’ and drifting quickly into fabulous!”

Rarity gently nuzzled Fluttershy’s ear as she crooned, “...and it’s because of you!”

Heat spread out from the deep blush on Fluttershy’s face and across her body like a brushfire, leaving her wings half-open and her tail twitching above a part of her that was now even more enticingly scented. The warmth and passion in Rarity’s words excited her even as it calmed her fears, and her eyes slowly closed as the unicorn breathed gently in her ear.

“I can’t believe it took me so long to see,” Rarity whispered as she slowly traced her way down Fluttershy’s ear with her lips. “How beautiful you are, how precious, how... desirable.” As the last word flowed out, Rarity’s soft mouth finally found Fluttershy’s, and though they barely touched, the passion in that simple kiss nearly made the pegasus collapse to the floor.

“Rarity, please... I...” Fluttershy quavered, overwhelmed with the suddenness and power of what Rarity’s touch did to her. It was frightening and alluring all at once, and though she wanted nothing more than for the unicorn to keep touching her, she also felt like bolting for a window.

“Yes, yes, oh my sweet pegasus!” Rarity spoke against Fluttershy’s mouth, her tentative touch growing more urgent as the mare’s gentle begging stoked the desire coursing through her. She leaned in, kissing her hard, her tongue stroking her lips before slipping in to dance with Fluttershy’s.

The delicious and insistent pressure of Rarity’s kiss shot straight through to Fluttershy’s groin, and she finally let herself moan in response as she opened her mouth to let the unicorn claim it. She felt Rarity pushing against her and gave ground, allowing herself to be led by the other mare’s passion. As she felt one hoof come up to stroke her mane, though, she hesitated once more, breaking the kiss for a breathless question.

“R... Rarity? Should we... do this right here in the entryway?”

A brief look of shock passed over Rarity’s face as she gasped into a suddenly raised hoof. “You are so right!” she said in a hushed voice. “Smart and lovely! You’re perfect,” she said with a little giggle as she nudged the pegasus toward the almost hidden door of her bedroom.

Again Fluttershy let herself be moved as Rarity herded her off the boutique floor. She was used to feeling powerless in the face of those stronger than her, but somehow it felt comfortable to offer this mare - about whom she had fantasized more than any other - what little strength she had. And it feels oh, so good to be wanted! she thought with a happy sigh.

As the door closed behind them, Rarity lit a lamp with her magic, then turned back to Fluttershy and smiled as she gave her a thorough once-over. She took a deep breath, then let it out as she slipped off her gown using just the glow of her horn, her eyes locked on Fluttershy’s.

“I don’t know what I was thinking, putting dresses on you,” Rarity breathed, her eyes still roaming over Fluttershy’s body. “You are so lovely just as you are that I can’t help but join you au naturel.” The gown shed, Rarity left it in a pile on the floor as she pranced up to Fluttershy and kissed her wantonly, pressing her back toward the bed.

Fluttershy was becoming more comfortable with being led, her lingering fears fading further as Rarity pushed past them with warm, wet kisses and nudges with muzzle and shoulder. She felt the unicorn’s tongue advancing between her lips again and opened to it, moaning as its insistence sent electric shudders through her. As she continued to give ground her rump came up against the bed, and without breaking their kiss she flowed onto it, her wings flaring out for balance.

Her breath flowing hotly over yellow cheeks, Rarity climbed onto the bed to stand over Fluttershy, their lips and tongues still locked in sensuous struggle. She raised her head, her sides heaving as she took a breath.

“Oh, Fluttershy,” Rarity cooed between soft kisses on her quarry’s cheek, her ear, her neck. “I’m so glad you came to me. I... I’ve been thinking about you all day, it seems.” She flicked her tongue out to taste Fluttershy’s skin beneath her coat, a low moan coming from her as she reveled in sweetness.

Fluttershy could hardly find her breath as Rarity coaxed fire to her skin with every touch. She laid her head back, exposing her throat, her wings spread out on the bed beneath her. Her hips moved in response to the mouth on her skin, and her hind legs slid against Rarity’s in a helpless dance of desire.

Purring at the gift offered to her, Rarity took it gladly, running her tongue along Fluttershy’s throat, then kissing her way back down and onto her chest. She slid a hoof out to the side to stroke along one yellow wing and was rewarded with a shocked groan from the pegasus. As Fluttershy shivered beneath her she kissed her way further down, exploring the yellow chest and belly with long, slow licks.

Lingering over Fluttershy’s nipples, Rarity reveled in the sharp gasps from Fluttershy each time she tasted them. “You are just so beautiful,” she breathed against Fluttershy’s skin as she kissed her way down to the very top of her mound.

Fluttershy, nearly lost in a haze of arousal, could feel the wetness growing between her thighs, and as Rarity’s mouth caressed her mound she cried out, pressing herself up against Rarity’s face. She blindly reached for Rarity with one hoof, sighing happily as the purple mane trailed over her skin like strands of silk.

Finally poised to pleasure the pegasus, Rarity paused to look at the damp folds that begged for her touch. She happily murmured, “Looks as lovely as I expected,” as she lowered her head, giving it a long, slow lick from base to nub. Fluttershy shook hard as that nub rolled under Rarity’s tongue, her legs spreading further to urge her on.

As Fluttershy’s pleasure grew, Rarity reveled in the sweet taste of her, closing her eyes as she explored every fold. With hooves and tongue that grew more confident as she experimented, she found the best places to stroke and nibble and lick. Every time Fluttershy cried out or shuddered she smiled, later returning to those same spots to coax yet another lovely sound from her.

Her wings growing taut as her pleasure built, Fluttershy let her head and forehooves fall back, her pink mane tangling as she thrashed under the unicorn’s ministrations. Rarity’s tongue flicked over her bud once more, and the bright light building behind her tightly shut eyes nearly burst.

“R... Rarity,” Fluttershy cried, barely able to speak through her gasps. “I... I love you, Rarity!”

The unicorn paused, her tongue stilled as she absorbed Fluttershy’s words. Then the flavor on that tongue flooded back into her mind and she smiled and whispered “Thank you, my lovely,” as she returned to lapping, wanting to hear the pegasus cry out again.

Fluttershy writhed beneath Rarity, driving her hips up to press herself against the unicorn’s eager tongue. She arched her back as Rarity slid one soft hoof over her slit just as she sucked her bud into her mouth, her tongue dancing over it. Fluttershy’s eyes shut tightly as her whole body went rigid, her wings vibrating. Her folds pulsed around Rarity’s tongue, coating it in wetness as she let out a long, loud gasp like a furtive scream.

Rarity slipped one hoof under Fluttershy, holding her up as she continued to devour her. Fluttershy brought her hooves down to hold Rarity’s head in place as she moaned out, “Ah... Rarity... yes!”, grinding her mound against that wonderful mouth. Soon Rarity was rewarded with another flood of sweet liquid that dripped from her chin as Fluttershy came again with a long, shivering wail.

Finally Fluttershy collapsed onto the bed, her coat damp with sweat and her eyes still squeezed shut. As she gathered her breath a tear leaked out of the corner of one eye, followed by another; soon there was a small, steady flow soaking into the sheets.

Rarity was smiling as she licked her lips and muzzle with her tongue, happy to have brought Fluttershy to such a peak. When she raised her head, though, her face fell as she saw the tears trailing down that lovely yellow face. Careful of her wings, Rarity clambered quickly up to lay beside Fluttershy, wrapping her hooves around her and pulling her close.

“Oh my sweet,” she cried, “what’s wrong? What have I done? Are you okay?”

“I... I... no... I mean, yes...” Fluttershy managed to squeak out, “You did everything... very nicely.” She turned into Rarity’s embrace, sobbing into her shoulder, her wings curling in tight against her body as she tried to make herself smaller.

“But Fluttershy... then, why are you crying?” whispered Rarity, her heart skipping a beat in fear.

“I can’t... I don’t...” the pegasus choked out between sobs. “I... it’s just so...”

“Ah, of course,” Rarity said in sudden realization. “Had it been a while for you? I understand it can be a bit... overwhelming.”

It was Fluttershy’s turn to freeze in place, and in her shock she almost confessed to her collusion with Amber. Swallowing her guilt, she seized on the offered excuse with a desperation that shamed her. She nodded quickly into Rarity’s shoulder, her breath finally calming as she got control of her crying.

“Just...” she said softly, barely audible even in the quiet room, “...just tell me we’ll be okay, you and I, after this?”

In spite of her surprise Rarity answered with no hesitation. “Of course, darling! This may have been a bit sudden, but I would never want to jeopardize our friendship!”

With a deep sigh of relief Fluttershy finally managed to relax a bit in Rarity’s hooves. She nuzzled against the unicorn’s neck, wiping her eyes with a hoof as she took comfort in their closeness.

Rarity smiled and stroked her softly, whispering that everything would be all right. The feel of Fluttershy’s coat under her hooves was intoxicating, and the scent lingering on her muzzle sent a warmth spreading through her that found its way quickly to her loins.

Unbidden, the unicorn’s hips pressed her closer to Fluttershy, and she moaned very softly. The pegasus went stiff in her grip, only a flicker of wingtips showing she could still move at all. Rarity breathed into Fluttershy’s ear, driven by her passion and unfulfilled need.

“Please, darling,” she asked gently, “...will you...”

Fluttershy leaped from the bed, her eyes wide, her pupils shrinking to small dots. “I’msorryIhavetogogoodbye!” flooded out of her, and she pounced toward a window, paused to lift it quietly and carefully out of her way, and jumped out. All that was left of the scene was one rather confused unicorn, her lips in an exaggerated pout as her hoof unconsciously slid down her belly....

“Twiiiliiight....” Spike groaned, “You’ve been pacing like that for at least an hour! Just write to the Princess and be done with it!”

Twilight shook her head, starting another worried lap around the round table. “I shouldn’t. This is not worth distracting her from her royal duties. I’ll just send this with my next report, or maybe I should just wait and write her a personal letter in a month--”

“No. No no no no no NO!” Spike hopped down from his table. “You are her lover, and she WILL have time for you. Alright?”

Twilight blushed. “I’m not sure if... lovers is the right word, Spike. We’re still figuring things out. But I am a Princess, so I suppose I can justify claiming priority conversation rights.” Her lips curved in a slightly guilty grin. “Besides, I really should face it. I can’t possibly study with this on my mind. Spike... take a letter.”

His expression brightening, Spike seized a blank scroll and quill. “Ready!”

“Dear Princess Celestia,

I write to you regarding an important revelation contained within ‘Monarchs of Equestria, Revised Edition.’ It is imperative that we meet regarding the pony I would describe as my ‘predecessor,’ and this meeting must take place immediately, ASAP.

Sincerely,

Princess Twilight Sparkle
Countess of the Everfree”

Twilight sighed and trotted over to Spike’s side, giving the letter a once over. When she was satisfied, she nodded to him. One small blast of emerald fire and it was gone.

Lunch was served shortly after, and while the hay and daisy sandwich helped, Twilight found herself still anxious. Her thoughts were profoundly disturbing, but she couldn’t help but allow them to bubble to the front of her consciousness. I gotta know about Amber Dawn. The whole historical event sounds like a lover’s quarrel, though I shouldn’t rule out ideology here. I need to know if the Princess wanted a lover in the first place and... made another princess for that... that would be careless. But it could have been the other way around; she could have fallen in love afterwards, only for Amber Dawn to prove... unstable. And listen to yourself, Twilight, this is Celestia you’re thinking about. Give her the benefit of the doubt! I could be imagining everything here, they might never have been lovers. But... I can’t help it. I need to know if there were any other reasons for my ‘ascension’--

Her thoughts were interrupted by a belch and a short stream of emerald flame that missed her left ear by centimeters. A scroll fell to the floor right next to her chair, in a spot that would have been very inconvenient to grab if she did not have her magic.

“My dearest Princess Twilight Sparkle,

I agree that we should meet at once. Please depart for Canterlot on the next available train. I will tell the Royal Guard to expect you. Meet me at my quarters when you arrive. Please come alone.

Sincerely,

Princess Celestia
High Queen of Equestria
Duchess of Canterlot”

Twilight rolled the scroll back up and sighed, then her ears perked up. “Train? TRAIN?! That would take forever.” She grinned, widely and daringly. “Screw trains, I’m going NOW.”

BAMF!

Spike blinked as the burst of bright pink and white light faded and rolled his eyes twice: Once to readjust his spotted vision, and then again in exasperation.

“That crazy pony thinks too much,” he muttered to the empty room. “Though I’m worried she didn’t think enough this time. I hope she’s going to be okay.” With a resigned shrug and a shake of his head he went back to shelving books.

Chapter 3

Amber Dawn lay on the couch in Fluttershy’s cottage, a wide smile of contentment adorning her muzzle. She had spent the past three hours alone, pleasuring herself in the warm daylight streaming in from the back windows (she had been tactful enough to close everything up front).

As she relaxed, Amber thought back on her travels. Though grateful for their succor, she had been quite frustrated living in the Holy Felonian Empire for the last hundred years. “Those silly cats wouldn’t know fun if it bit them,” she said quietly to herself. “And those Gryphons are so rough. The Sultanate of Saddle Arabia had quite a nightlife if you knew where to look, but I think I miss the Serene Zebra Republic most of all.” She sighed happily, recalling smooth, striped flanks.

Languidly stretching her hooves over her head, Amber giggled softly. “It’s a good thing I’ve practiced cleaning spells,” she murmured, twirling a lock of her mane with her magic. “Wouldn’t want to stain Fluttershy’s couch after she’s been so kind to me.” Her cheeks warmed. “In fact, I bet it’s cleaner than when I started!”

Her running monologue was stilled by the front door being slammed open. In rushed Fluttershy, caked in sweat, dirt, and to Amber’s shock, tears.

“Fluttershy?!” Amber jumped off of the couch to greet her host, telekinetically closing the door behind the pegasus. “Are you alright? What happened?”

“IT WAS HORRIBLE!” Fluttershy screamed past her sobs as she trembled in the entryway. She then sighed and lowered her head, “and wonderful....”

Amber raised an eyebrow. “Horrible and wonderful,” she repeated. “Okay, we can work with that.” She put her hoof around Fluttershy’s shoulder and guided her to the couch, simultaneously summoning a glass of water from the kitchen. “Tell me everything, from the beginning.”

Over the next half hour, Fluttershy told Amber about what had transpired in the Carousel Boutique, though she excluded the details of her intimate encounter with Rarity. Amber sat patiently, listening intently and occasionally interrupting with a question until Fluttershy was done.

“It all sounds... great!” Amber remarked with a quixotic expression. “Why did you run away? You must have been having the time of your life!”

“Oh Amber, I just couldn’t do it!” Fluttershy sobbed, shaking her head.

“Do... what?”

“Return what she gave me! I don’t even know if what she showed me is real, and I have no idea how return it anyway! I would have ruined it! I know I would have ruined it!”

Amber stared at Fluttershy, whose distress was obvious though its source was unclear to her. “But Fluttershy, from what you told me Rarity is just as inexperienced as you are! She was saving herself for her ‘prince,’ right? So if she did well, either she’s a natural in bed or you are amazingly responsive. Or both.”

Fluttershy turned away to look at the floor dejectedly. “I... I guess.... But it felt like... I was so nervous about... taking care of Rarity that everything felt so unreal.”

Amber’s eyes widened and she slapped her forehead with her hoof. “Oh Fluttershy, I am an idiot!”

Her expression dubious, Fluttershy looked at Amber worriedly. “You... are? You don’t seem like an idiot.”

“Well, I’m definitely a learned pony, but I overlooked half of the puzzle: You!” Amber placed a hoof on Fluttershy’s shoulder. “You’re a shy, demure, innocent mare! All great, admirable personality traits mind you; some of the mares I’ve seen in Ponyville could certainly use your manners. But none of that translates into high libido!”

Fluttershy blinked.

“The point is,” Amber continued, “you clearly went to the Boutique for a lot of non-sexual reasons: Romantic love, experiencing companionship with your crush, proving yourself to yourself, et cetera. Tell me, when you went to the Boutique, was eating out Rarity on your mind? Have you ever had fantasies about that?”

Fluttershy blinked again, then blushed deeply. “I-I might have thought about it once or twice,” she stammered, rubbing the back of her head nervously. “The idea of just kissing her, though, was amazing enough....” She looked away, trailing off.

Amber nodded. “I understand, and it is nothing to be ashamed of.” She put a hoof under Fluttershy’s chin and lifted her head to look into her eyes. “You hear me? Nothing to be ashamed of.” Fluttershy smiled and nodded affirmatively.

“Good! Now, you do still have a problem: Rarity just did you a huge favor, and she deserves to get it back... especially since she doesn’t know about the little nudge I’ve given her. So tell me: what would you do to return that favor?”

Fluttershy looked down in thought, then back up again with a determined expression. “Anything!”

“That’s the spirit!” Amber rejoiced. “And I can help fix this, too. We just need to get sex on your mind.”

“Got it!” said Fluttershy confidently, then ducked her head, adding anxiously, “And... how do we do that?”

Amber grinned broadly. “I cast the same spell on you that I cast on Rarity, and then you go back to her and make her moan so loud someone files a complaint with the Mayor!”

Fluttershy blushed and turned away. The dilemma was less problematic than before, since the only question of free will here was her own. She was apprehensive at the idea of her body chemistry being changed, but as Amber had said, she owed it to Rarity to be able to please her.

“Alright, I’ll do it,” she said with only a tiny hitch of hesitation.

”And I’ll be happy to help,” said Amber, “but... well, this time I would like something in return.”

Fluttershy looked at Amber nervously. “In return?”

“Well, I was perfectly happy to do it the first time to thank you for taking me in. However, when I provided these services professionally so many centuries ago, ponies paid me quite generously.”

“Oh, of course!” Fluttershy exclaimed, moving off the couch towards her room. “I think I have some savings upstairs....”

“No no no!” Amber hopped up and rushed to in front of Fluttershy’s path, raising a hoof to stop her. “No, that’s quite alright. All I ask is one tiny favor.”

“...yes?”

Amber smiled, her cheeks a deep shade of red. “I... haven’t enjoyed the comfort of another equine in almost two centuries,” she explained, looking intently at Fluttershy. “Not since I was last in Saddle Arabia. Since then I’ve been traveling, or stuck in the Holy Felonian Empire, and the Felonians... just weren’t interested. I could really, really use some help with that.”

Fluttershy felt herself becoming very hot. “Me?!”

Amber nodded. “Yes, but not just you. You and Rarity, actually. I doubt anything less than two mares is going to relieve my... tension.”

Shaking her head slightly, Fluttershy stepped back, her mane falling forward over one eye. “I... don’t know about that,” she said, her eyes wide.

“You don’t have to do it immediately!” Amber exclaimed. “I’m not going to be insensitive about this. Have a week with her alone, and after that, all I ask is a single night with the two of you. If she refuses no matter what... I guess we’ll just have to figure out something else.”

Fluttershy bit her lip in frustration. One part of her protested at the idea of “sharing” her possible marefriend with anypony, but her rational mind was making connections and realized that all of her progress with Rarity, past and future, was owed to Amber Dawn. There was no way she could say no at this point.

Even so, it took a great deal of effort for her to speak. “I’ll do what I can,” she sighed.

Amber nodded in satisfaction. “That’s all I ask. Now, this will feel funny at first, but I think you’ll start to like it.” Red energy swirled around her half-horn, then enveloped Fluttershy, who gave a single, low moan as her eyes slowly fell closed.

BAMF

For a brief, shining second Twilight felt triumphant. She had circumnavigated the unnecessary burden of a train ride by the merit of her own magic, and was now in Canterlot, well ahead of the established time! The next second, however, she felt herself falling rapidly as she realized that she had teleported right above the moat.

Before she could open her still unfamiliar wings to catch herself she landed with a splash in the freezing cold water. As she swam for the surface she reflected on her only comfort: that the moat was essentially ceremonial and thus fairly shallow. Grumbling under her breath, Twilight paddled to the edge of the water then crawled her way out, shaking her wings off as she emerged with an expression Spike would have fled from.

As she looked around she realized she was near the main drawbridge, and two palace guards were watching her as she shook herself dry. Once they realized who she was their expressions went from wary amusement to surprise, and they rushed down to her, shouting for towels to be brought for the visiting princess.

“Are you alright, your highness?” one guard asked. “We were just informed to expect you in a few hours.”

Twilight groaned as she struggled to fold her sodden wings. “I thought I’d take a shortcut.”

The guards took her to the nearby keep to dry off. Occasionally she caught a stifled snigger, and with an effort she resisted the sudden impulse to blast them with something unpleasant since they really were trying to be helpful. She sighed as she realized this would probably be pretty funny later, especially once Pinkie Pie got ahold of the story.

After drying off, she thanked the guards and made her way towards the castle proper. From the position of the sun she estimated that she was still several hours ahead of schedule. This added a new spring to Twilight’s hoofsteps, and by the time she got to the castle entrance she was far more courteous to the guards there than those that had helped her at the moat.

She reached Celestia’s private chambers, the guards recognizing Celestia’s late night visitor and opening the doors without question. The room was much as she remembered it: sparsely decorated and distinctly tidy save for the table covered with sexual literature Twilight had summoned from the Canterlot libraries for their benefit. She made a mental note to finally start returning the books, even if princesses were exempt from late fees. Out of the corner of her eye, she noted the royal bathroom door wide open.

“Mmm... she’s not going to be here for a while,” Twilight muttered with a saucy smirk. “Perhaps I can sneak in a quick shower. I do love her shampoo varieties--”

“Think again, my dear.”

Twilight yelped as she spun around to come face-to-face with a bemused Sun Princess. “I ended court a little early today,” Celestia said around her small, knowing smile. “Ironically, I also had the idea of catching a shower before you arrived. I also had a feeling you wouldn’t play fair and would teleport all the way up here.”

“Heh heh,” Twilight laughed nervously. “I’m very direct, aren’t I?”

Celestia swooped down and planted a kiss on her student’s cheek. As she started to pull back, however, her lips were caught by Twilight’s eager muzzle. The Sun Princess was surprised, but accepted the gift and replied in kind. Their mouths opened, allowing their tongues to touch and tease as they got reacquainted with one another. Before long, though, Celestia pulled back, earning a little pout from Twilight.

“As much as I enjoy having you here,” Celestia said, “and I do hope we can spend a long, fun-filled evening together,” Twilight’s red cheeks turned a deep scarlet, “you came to me for a more urgent matter, yes?”

Twilight’s gut squirmed, and she reflexively turned away. “I don’t really know where to begin,” she muttered, then asked, “Perhaps you could start by telling me about Amber Dawn?”

Now it was Celestia’s turn to look unsettled, and Twilight could have sworn she saw guilt in her eyes. “Yes, I think it’s time I did just that.” She gestured to her bed and the plentitude of cushions there. “Would you like to join me over there?”

“Mmhmm!”

Twilight and Celestia took seats opposite each other. “Now then, Amber Dawn.” The Sun Princess sighed deeply. “This story begins shortly after Nightmare Moon’s banishment. As you know, I took on Amber Dawn as a personal protégé, much as I have with you. It seems like a short time ago, even now.... Anyway, what the book did not describe in detail is that Amber Dawn is the author of almost all of ponykind’s sexual magics, spells, and remedies.”

“Even the stallion spell?” asked Twilight.

Celestia blushed at the memory of an encounter they had recently shared. “Yes, even the stallion spell, and the mare spell too. She was superbly brilliant, talented, and intelligent, not just about sexuality but in so many subjects: Magic theory, history, foreign cultures, and the Elements of Harmony, to name a few. You are the only scholar I have taught who has comparable diligence, and though I’ve had other students since Amber, such as Sunset Shimmer, none of them held a candle to her until I found you.”

Smiling at the self-deprecating smile that appeared on Twilight’s face, Celestia flicked her playfully with her tail and continued. “In any event, Amber’s talent and innovation with sex magic is what earned her fame with the scholars of Canterlot. Eventually she was receiving so many invitations to work at every major institution across Equestria that you would hardly have known that she was my student!”

“Is... that why you made her a princess?”

“Only a small part of it. I was indeed worried that I was going to lose her talents to some university, but ultimately it was her character that made such a choice possible, even desirable.” Her expression turned serious. “I don’t know how much of Equestria’s social history you’ve studied, Twilight, but those times were a dark age for Equestria for reasons other than Discord and King Sombra. Homosexuality, bisexuality, and other so-called ‘deviant behaviors’ were banned and persecuted.”

Twilight’s eyes widened in surprise. “But... why?!”

“Politics, to put the simplest and most direct label on it. Earth ponies had a long history of attacking their own kind for such behavior, and their attitude fed into the mutual distrust that existed between the races at that time. The pegasi never cared either way who did what to whom, but it was the unicorn elite who became the noble families that dominated Equestria even after Discord was overthrown that did the most damage.” Celestia frowned in annoyance, then shook her head, the tension that had been creeping into her voice falling away.

“They used the idea of the ‘traditional family model’ to consolidate power for themselves by appealing to the largest demographic, which happened to be Earth ponies. Before my sister and I took power, there had already been an amendment to Clover the Clever’s original Charter that banned all sexual actions and behavior outside of heterosexuality in Equestria, with a variety of penalties specified.”

With a wistful smile, Celestia continued. “Amber Dawn turned out to be one of the bravest ponies I have ever known. Apparently she first came across the possibility of sex magic for the purpose of meeting the expectations of her peers...”

Twilight was shocked into interrupting. “You mean, she was focused on mares but forced herself to like stallions with her own magic?!”

Celestia chuckled. “On the nose, my dear. Yes, and it wasn’t fake either. She was able to alter her core sexuality, creating real desires for the opposite sex. However, it is what she did for others that was truly remarkable: she made her magic available to disenfranchised ponies in Canterlot and beyond. Mares and stallions that were trapped in unhappy marriages, hiding their supposedly immoral desires, were at last able to enjoy the benefits of the existing social structure. It may seem drastic to go through that kind of change, but there was so much pressure to conform.” Her smile turned wry as she added, “Besides, she also made available a variety of spells and potions with which they could indulge in their... other proclivities.”

Her expression growing serions again, Celestia took a long breath, then let it out. “Amber was already looking into legal arguments to build a case against the ban, which had made its way into the Equestrian Constitution. I remember her trying to use language from laws that upheld the equality of races; she had a good eye for that. It was around this time that I had decided to reward her for her diligent studies and great service to the ponies of Equestria."

"You made her an alicorn, like you did me."

"Yes. It had been my intention from early on, as Luna and I had been sent not only to remove Discord from power but to carefully evaluate and elevate ponykind's most worthy. Nightmare Moon's banishment made that all the more essential, as I was in need of a co-ruler.” Celestia sighed. “But something else happened along the way.”

Twilight nodded knowingly. “You fell in love.”

“I fell in love,” said the Sun Princess. “Hard, I might add. It was only half a year before I elevated Amber that I realized my feelings for her. She was certainly an attractive mare, and it was an unsettling but fortunate discovery that I had such a strong affinity for mares.” She giggled. “As a filly I always imagined that Luna and I would get lucky and find a pair of stallion brothers. But what really attracted me to Amber Dawn was her mind. She was so... intelligent, cultured, well-mannered. She always knew what to say and how to say it! Very much like your friend Rarity, but more extroverted, I think.”

“‘More extroverted than Rarity,’” Twilight repeated. “Are you sure we’re thinking about the same mare?”

Celestia chuckled. “Let me put it to you this way: Have you ever noticed how despite her charm and talent with conversation, Rarity likes to spend long hours alone? Amber Dawn loved company, and I even knew her to talk to herself when she thought nopony was around.”

Twilight nodded, then shrugged. “Well, when you put it that way....” Unbidden, the dark thought that had been troubling her surfaced. She looked up at Celestia with a nervous expression.

“Twilight? What’s wrong?” Celestia moved closer, putting a wing around her student.

“Celestia, I know you just said that you had intended to make Amber Dawn an alicorn even before your... emotional attachment. Are... are you sure that her knowledge and magic are the reasons why you did it?” She saw Celestia’s brow furrow, and her nervousness grew as the Sun Princess looked away. “What I mean is... what I mean is....”

“‘Did I make you an alicorn to fulfill my own sexual desires,’” Celestia said flatly with an impatient look. Twilight shrunk back, her expression consumed with guilt, then felt Celestia reach out with hoof and wing to pull her closer.

“The answer,” Celestia whispered, her face now full of kindness, “is no.” She leaned in to kiss Twilight, who felt a dam inside her break as her eyes welled up with tears. With no hesitation Celestia pulled Twilight against her and nuzzled her ear and mane. “Oh, Twilight....”

“I’m so sorry! I shouldn’t have doubted you--”

“Shhhhhh... you had every right to doubt me!” Celestia said as she tucked Twilight head under her, heedless of her own tears falling on them both. “I assure you, if anything, your capacity for doubt has more to do with you becoming an alicorn than my need for company.”

They both giggled, wiping their eyes and leaning on each other.

“No, the irony is that Amber Dawn initiated our relationship,” Celestia said quietly. “If I recall correctly, it was the semi-annual royal hiatus and I had taken her to my personal villa on the western beaches. We had a few drinks.... " she smiled to herself.

"I was such a scaredy filly! She had to do practically everything, though she did like what I did to her horn…” Celestia felt Twilight twitch at that and cleared her throat. “Ahem. Anyway, we knew early on that it was more than alcohol. It was love." She sighed happily in nostalgia.

"It sounds perfect!" Twilight remarked as she snuggled closer. "So what went wrong?"

Celestia’s warm smile fell into an expression of bitter neutrality. "Politics again," she said darkly, “and some of the hardest choices I have ever had to make as Equestria's ruler. Amber was, to understate the matter, a zealot when it came to equality in Equestria. She won me over early on with her rhetoric, and it made sense that if we ever wanted to publicly express our affections, we needed to decriminalize them.

“But we soon discovered that such a law couldn't be changed quickly or easily. The nobility were already labeling me a tyrant for raising taxes, maintaining a standing army, and instituting a national schooling system. Imagine trying to change social laws at that time! I would have had a civil war on my hooves!” She snorted in annoyance.

"I had the legal experts look at her proposal. They said I could push it through in one century if I lowered taxes, or two centuries if I waited for our educational reforms to effect changes in the views of the general populace. Amber, however, would not hear a word of it; she demanded changes now. We ended up arguing about it, sometimes with great vehemence. In the end... we said a lot of things that hurt, the worst being her threat to start a civil war of her own!

"I thought she was indulging in hyperbole, but it turns out she meant every word. One day in court, she brought her proposal before the gathered representatives, and I was forced to quash it then and there. Hardly missing a beat, she declared the 'War Against The Tyranny Of Celestia' and stalked out of the court. She took the Duchies of Los Pegasus and Fillydelphia with her, as well as quite a few of Equestria's best military service ponies.”

The sadness in Celestia’s voice grew as the story unfolded. “When she actually started waging the war I was startled beyond measure at her willingness to be brutal. The first few days of fighting were bloody, and I could see that it had the potential to become much worse. I was forced once again to use the Elements of Harmony against someone I deeply cared for.”

Twilight gasped. “The Elements?! Then... had she changed, like Luna?”

“Not exactly,” Celestia cringed at the memory. “There was no blatant transformation into a dark magic form. In fact, I could not use the Elements against her at all, at least at first. Her zealotry, no matter how dangerous to others, was formed from pure passion, and her intent was for the greater good. However, the intensity of her emotions overwhelmed her compassion as the war continued. She started to... revel in bloodlust and unnecessary ferocity, and those were emotional states the Elements could and would work against. In the final battle they took half of her horn and cleansed her spirit of the bloodlust, though of course her zealotry was still intact.”

Twilight shivered as the story unfolded, finding it hard to believe that anypony could take pleasure in such violence. Finally she frowned. “But the book said she had been banished for a thousand years like Nightmare Moon, and that period ends a few years from now.”

Celestia shook her head. “Her loss of magic put a quick end to the war, so I gave her two options: Voluntary exile or imprisonment. She accepted the former, though she vowed to return one day. I’m not sure how that banishment myth became entrenched in history books; I made an official announcement about Amber’s exile.” She stretched her neck with a large yawn. “In any event, that’s where that story ended.”

Twilight nodded. “You lost your love,” she muttered, her eyes downcast. Her descent into sadness was interrupted by the sensation of Celestia’s lips against hers, the warmth from them flowing into her being.

Celestia shifted against Twilight, settling against her warmth as she whispered, “You are my love. I have never been more sure of that than I am today.”

Twilight’s eyes widened and she shuddered in pleasure at the quiet words. Casting aside her worry, discarding her fear, she captured Celestia’s muzzle and claimed her with a kiss, returning the passion that had been so freely offered to her.

Their lips eventually parted, and with a grin Twilight said, “Maybe we should go take that early shower.” Celestia nodded and grinned back.

Once more Fluttershy approached the Carousel Boutique on reluctant hooves, though this time her body language betrayed her trepidation: her mane was almost completely over her eyes, her tail was tucked low, and her wings were pulled tight against her body.

What the few ponies who observed her could not see was the source of her fear and embarrassment: the intense ache between her loins that was somehow enhanced by her fear of the coming confrontation. Equally invisible was the one thing that kept her moving: after all she had done she knew, with a clarity that almost quelled her worry, that her love for Rarity was worth every choice she had made.

With a distinct rosy cast to her cheeks Fluttershy knocked on the door to the boutique. When no immediate response was forthcoming, she glanced at the ‘Closed’ sign in the window and almost turned around, but she grit her teeth and waited.

After a lifetime spun past her in just a few seconds she heard soft hoofsteps from inside, followed by Rarity calling daintily, “Just a second!” as she unlocked the door. It swung open partway, then stopped when the unicorn saw it was Fluttershy. Just as Rarity opened her mouth to speak, the pegasus darted forward and wrapped her hooves around her.

“I’m so sorry, Rarity!” cried Fluttershy as she buried her head into Rarity’s shoulder, pink and purple manes mixing haphazardly.

“It’s... it’s okay, darling,” Rarity stumbled on her words as she recovered from the sudden hug. “Just... let me get the door, will you?”

“Oh! Of course!” said Fluttershy quickly as she jumped away, a small smile sneaking onto her face as Rarity closed and locked the door.

“Now then, dear Fluttershy: tell me what’s troubling you. Whatever are you sorry for?”

The pegasus cringed for a second, then took a breath and responded. “Well... I... when we... when you….”

“Slow down, dear, you’ll hurt yourself,” responded Rarity lightly as she maneuvered past Fluttershy and started making tea.

Watching Rarity move about the shop calmed part of Fluttershy’s nerves while waking up others. She realized she had been staring at the shifting diamonds of Rarity’s cutie mark for some time and looked up guiltily.

“ I... I’m sorry I ran away,” she said quietly, tracing a pattern on the floor with a forehoof.

Rarity laughed kindly as she finished with the tea, carrying the tray with her magic as she walked toward her room. “Fluttershy,” she said as she entered, “I completely understand. Now come in and talk with me about it, and we’ll work this all out.”

“You... you understand?”

“Of course!” Rarity sang as she levitated a cup to Fluttershy, who took it from the air and sipped it delicately. “Why, I might have too if our places had been reversed! The way I came on to you... well, let’s just say that in retrospect it was very unladylike.”

Fluttershy couldn’t help but grin at this, though there was still sadness in her eyes. “I thought... well... I was afraid that what you... what we were doing wasn’t real for you.”

Rarity brought a dramatic hoof up to her forehead. “Mercy!” she cried, “How could you think that, of all things? I mean, it might have been surprising for both of us, but based on your, well, reactions to me - and *ahem* my own to you, it was very much real.”

Her wings ruffling as a burst of hope flooded through her, Fluttershy softly responded, “...oh?”

Rarity set down her teacup and brought the full force of her gaze to bear. “My sweet pony, you have been in my thoughts - in fantasy and memory - every spare moment I’ve had since that night. And,” she added with a smoky grin as she raised one foreleg, “those thoughts have kept my hoof rather busy as well.”

Fluttershy froze in place as Rarity’s admission sank in, her cheeks, then her face, then even the top of her neck gradually flushing to a deep pink.

Rarity leaned in to whisper into one soft yellow ear, “Yes, my lovely... and always thinking of you!”

Fluttershy almost collapsed as the words and warm breath that flowed into her ear unleashed a rush of liquid heat that raced over her skin to transform the banked fire of her arousal to a roaring flame. Her eyes almost closed as she moaned in response, but one thought still lingered, and she forced herself to speak it before she gave in.

“But... Rarity... I can’t... you can’t possibly actually be in love with me,” she managed to whisper.

Rarity brought her head back, a surprised smile on her face. “Oh, but my dear pegasus, I do love you!”

Blue eyes flew open as Fluttershy gasped at the sudden flood of emotion that threatened to overwhelm her. With a wide smile she took a step toward Rarity, her wings flaring out and her tail flicking back and forth.

With some reluctance given Fluttershy’s expression Rarity held up a hoof to stop her. “Now wait, please, before you pounce on me!” she said with a little laugh. “I want you to understand what I mean, and I need to say it before I, too get lost in... in how much I want you.”

She continued as the pegasus waited expectantly, “I... I’m not sure if it’s what you’re looking for; I don’t know... I’ve never felt this way about a mare. Honestly, I didn’t think I could. And in the past, well, for a long time I even thought it was simply wrong.”

Rarity sighed and went on before Fluttershy could carry that thought too far. “But then, when you came to me, I realized I’d found you beautiful for a long time, and for some reason...” she broke off as she saw Fluttershy’s legs start to quiver with need, and she flushed in response as she said breathily, “oooh... never stop looking at me like that!

"Anyway, I’m sure I don’t understand why it came to me so suddenly, but I’m not sorry in the least! To be honest, I feel like I finally got over myself so I could realize at last how much I desire you"

Fluttershy paused with one hoof up, the step she was about to take toward Rarity interrupted. “Just... just for... um... sexy times?” she squeaked.

“Oh, my darling, of course not! I care about you a great deal, and now that I’ve... awakened, I suppose, I feel like that could become more.” She watched Fluttershy with half-lidded eyes full of hope and promise. “Possibly much more.”

There was a yellow and pink blur, then Fluttershy was wrapped around Rarity and crying into her shoulder. “Thank you,” she whispered against the soft white coat. “I love you!”

“And I adore you,” Rarity said softly as she stroked her hoof over Fluttershy’s pink mane, then along her side, marveling at the softness of her yellow coat. Sensing that she might be ready to hear it, Rarity kissed her ear and gently whispered, “So, my sweet pegasus... would you mind, perhaps... a bit of play?”

Fluttershy lifted her head and smiled at Rarity, her expression relaxed as she nodded. Two sets of blue eyes searched each other, and with a happy little sigh the pegasus moved forward to kiss soft, white lips.

Rarity’s response was hungry and demanding as she let Fluttershy know in no uncertain terms how much she enjoyed the taste of her. At first Fluttershy simply lost herself in the delicious pressure, but then she remembered their last interaction and broke the kiss, trying to catch the breath she hadn’t realized had become so fast.

Not wanting the other mare to wonder long she spoke quickly. “Now Rarity... why don’t you let me... um... take care of you? You’ve been so patient with me...”

A throaty chuckle rolled out of Rarity and she flipped her mane to the side. “My dear,” she said with a sultry look, “little would make me happier!” Wasting no time, she headed into her bedroom and hopped into the bed. She sat down facing Fluttershy, then patted the spot beside her.

Fluttershy grinned and darted into the room, tapping the door shut behind her with a rear hoof. She swarmed up onto the bed, nudging Rarity onto her side as she nestled in next to her. Reaching one hoof up to stroke Rarity’s mane, she tangled her hoof in its mass, shivering as it slid over her yellow coat leaving tingly trails on her skin. She gently pulled herself close, her eyes coming up to look into Rarity’s as their lips met once more.

Never one to simply lay still when there was touching to be done, Rarity slipped one rear leg between Fluttershy’s, the feel of their coats sliding against each other bringing a moan from her into the soft yellow mouth on hers. Both pairs of blue eyes closed as they lost themselves in shared warmth and gentle caresses that grew more bold and urgent as their tongues danced.

Gasping, Fluttershy broke the kiss and lifted her head so she could stare raptly at Rarity. That perfect mix of white and purple and blue, the delicate features, the flush of pink in response to her kisses.... Intoxicated, she licked those lovely lips again, then started kissing her way along Rarity’s jawline to her throat. As she drew breath the unicorn’s perfumed scent made her head swim, the mix of flowers and mare stirring her hunger. She closed her eyes once more as she suckled a bit of Rarity’s skin into her mouth, biting softly and running her tongue over it even as she slid her shin further between soft white legs.

Rarity’s breath caught at the feel of Fluttershy’s teeth, and she pressed up against her mouth, eyes squeezed shut as she reveled in the pleasure radiating out from the bite. As the pegasus’ lips and tongue explored further she rolled further onto her back, pulling the all too willing pegasus on top of her. She pushed her hips up against Fluttershy’s leg, a soft groan escaping her as she managed to slide her damp slit against the soft yellow coat.

Everywhere she tasted was like a new treat as Fluttershy kissed and licked her way down Rarity’s chest. She paused when her lips brushed over a nipple, and with a tiny, happy cry she flicked it with her tongue, then caught it between her lips and sucked at it just as she pressed her leg harder into Rarity’s wetness. The unicorn shuddered and moaned; emboldened by the reaction, Fluttershy hooked a hoof under one of Rarity’s rear legs and lifted it, raising her head to kiss her way down from hoof to hock to thigh.

Rarity’s eyes opened as Fluttershy’s lips touched her hoof, and she watched avidly, growing warmer with every kiss and tongue-touch that teased its way up her leg. By the time Fluttershy’s delicate tasting reached the top of her thigh, Rarity was panting with desire, her folds glistening with arousal. Trembling helplessly she whispered, “Please... oh, please...” over and over, the ache in her loins nearly driving her mad.

Fluttershy could only take so much of the lovely sound of Rarity’s pleading. She slid herself down so her head was between pure white thighs and reached her tongue out to trace the edges of Rarity’s folds. Drawn by the sweetness she slipped her tongue between the lips, then up to flick over her tiny pink bud.

Rarity’s head fell back on the pillows as she cried out, “Oh... oh... yes, Fluttershy!” She brought a hoof up to stroke the pink-maned head between her legs, unconsciously pressing down on Fluttershy’s head in the throes of her passion.

Smiling at the gentle hoof on her head, Fluttershy followed its urging and thrust her tongue into Rarity, brushing her nose over the now swollen bud. Rewarded with a brief flow of fragrant liquid she hummed happily, the vibration making her lover quiver even more. She moved her mouth up to swirl her tongue over Rarity’s bud before sucking it into her mouth.

Rarity took a deep breath as that oh so agile tongue pushed her over the edge. She held it as she shuddered and ground her slit against Fluttershy’s face, her back arching off the bed. The tension of her held breath built along with her orgasm, making her head swim. At last she let it out with a scream, writhing under Fluttershy as she came. She inhaled sharply, the air flooding into her sending sparks along every nerve that made her body twitch with pleasure.

As Rarity thrashed and gasped, Fluttershy kept her grip, the little shocks of movement exciting her in turn. When Rarity’s movements started to slow she raised her head and clambered up her body, their legs twining as she sought to press their now dripping folds together.

Her focus gradually returning, Rarity’s ragged breathing became a series of gasps as their slits slid against each other. She looked up at Fluttershy, eyes full of wonder. “You’re so beautiful,” she sighed blissfully as she raised her forehooves to touch the yellow coat and pink mane above her. “I... thank you...”

Fluttershy ground herself against Rarity, her breath coming hot from her open mouth, her eyes intent on that lovely face. Her hips shook as she swirled them, lost in their shared gasps, her growing arousal and her love for Rarity mixing in a knot of intense heat deep in her core.

“R... Rarity,” the pegasus managed to whisper as her trembling almost made her fall, her wings flaring out to mantle over them. “I... I want... I’m... oh!” She slowed her movements as her bud brushed against the unicorn’s, and with one more long slow glide the knot inside her unwound.

“Ah... ah... RARITY!” cried Fluttershy as ecstasy poured through her, filling her up and spilling out onto the unicorn beneath her. She never looked away from her lover’s face, and her whispered “You... it’s you...” triggered another burst in Rarity, whose hooves shook as she stroked Fluttershy’s mane and cried out her name.

Some time later, the two mares were still looking into each other’s eyes, their breath gradually slowing as they lay close together. They kissed softly, all urgency gone, simply enjoying. After they shared a long, contented sigh, Fluttershy reached up to lick the tip of Rarity’s horn, eliciting a shiver and a smile.

“So, um... more?” the pegasus asked quietly, her wings flickering. “If... if that’s okay with you....”

Chapter 5

Twilight Sparkle awoke to light streaming through her bedside window and the sound of joyful birds frolicking in the branches of the library-tree. Although she was no fan of the shrill blue jays, the overall experience was very relaxing and she was tempted to stay in bed for another hour rather than immediately proceeding to breakfast and then some sort of reading. She offered herself a compromise: She would take a morning shower, which would refresh her and wake Spike more gently than a demand for food, before she did anything else.

She gasped as the warm water hit her coat and feathers. Forcing herself not to overindulge in the pleasurable sensation, she summoned a bottle of shampoo and got to work. She began with her mane, then lathered her wings, taking her time with the undersides of her feathers, just as Rainbow Dash had shown her during her “Pegasus crash course.”

At the time Dash had also made some unwanted, yet predictable, advances towards her. Though Twilight considered it, she ultimately said no as politely and clearly as possible. They parted amicably enough that day, and it turned out to be quite the happy coincidence. The event was one of several in close succession that had both awakened Twilight to her needs and eventually led her to Celestia.

Twilight mused aloud as she rinsed, the shampoo flowing off her body and wings. “I’ll have to thank Rainbow for that at some point. Though I should probably sit down and talk with her about her... commitment issues.” She frowned lightly. “She’s leaving too many ponies with broken hearts.”

Once she finished her shower and dried off she made breakfast for herself, then went to look for her first book of the morning. Maybe something lighter today, she thought to herself. Celestia’s always telling me to take it easy. Actually, everypony tells me to take it easy. She giggled as she entered the library stacks, scanning titles for inspiration as she walked.

She saw Spike standing at the top of the stairs, yawning and rubbing his eyes. “Slow morning?” he asked with a stretch. “Not that I mind.”

Twilight nodded and gave him a friendly smile. “Slow morning. I already got breakfast, so go ahead and sleep in if you want. You were up pretty late helping me last night.”

He grunted assent and nodded back, his exaggerated show of slumping his way back to bed making Twilight chuckle. She continued looking over the books, excited at the prospect of learning something new. Besides, if her morning was any indication, today was going to be another good day.

Her cheery mood lasted until her roving eye fell on the display case holding the Elements of Harmony. Twilight blinked and reflexively counted the necklaces within. “One, two, three, and my crown upstairs is... four... OH NO! SPIIIIIIIIIIIIIIKE!”

“Twilight? What happened?” He came running down the stairs, nearly bumping into her.

“Look!” she exclaimed, pointing at the case. “The Elements of Kindness and Generosity... they’re gone!”

Spike’s eyes widened and he began biting on his nails. “Oh man!” he yelped. “Do you think... Discord’s gone back to being bad?”

Twilight looked at him incredulously. “For the umpteenth time, Spike! The Elements are protected from him by Princess Celestia’s spell!” She frowned. “And I put a really high quality magic alarm on the glass! If it was moved, I would have known, or if it was teleported or phased out by someone else’s magic....” She stopped, her eyes narrowing as she thought. “That means the only possible explanation is that they teleported of their own accord.”

“But how could that happen?” whispered Spike in a tiny, worried voice.

“There’s only one way I know of,” answered Twilight as she frowned furiously at the floor, “and that’s if their Bearers summoned them because...” she trailed off, her eyes coming back up to stare in shock at Spike. “They must be in trouble! Spike, find Applejack and Rainbow and bring them here, stat! I’ll be back in no more than two hours!”

“Yes ma’am!” They bolted out the front door, Spike splitting off to the right towards Sweet Apple Acres while Twilight sprinted quickly to Sugar Cube Corner, muttering her hopes aloud as she ran. “Oh Celestia, please let nothing be wrong. Obviously something is wrong or this wouldn’t be happening, I just hope nothing is really, really wrong!”

Twilight rushed into the bakery and sighed in partial relief when she saw Pinkie behind the counter helping Mr. and Mrs. Cake.

“Oh hey Twilight!” Pinkie Pie chirped, setting some fresh cinnamon rolls on the front counter. “I didn’t think anypony could smell my sweet, hot buns all the way from the library! Want one? Princesses get discounts!”

Twilight shook her head, her expression stern. “Pinkie, your buns smell great, but we have an emergency! It’s life or death!”

Pinkie’s eyes widened and Twilight twitched internally, half-expecting an immediate outburst of surreal antics. To her relief, Pinkie took the phrase “life or death” seriously, and Twilight thought she could actually see the party pony dialing down her usual manic approach.

“Got it!” replied Pinkie with an enthusiastic but very focused nod. “What do we do?”

“You meet up with Spike, AJ, and Rainbow at the library. I’m going to go find Rarity and Fluttershy; I think they’re in trouble. If I’m not back in an hour, have Spike let the Princesses know and then search the boutique and cottage. Understood?”

“You bet!” Pinkie shouted with a salute, hopping over the counter and blasting through the front doors with a velocity that would have earned Rainbow Dash’s approval. Twilight shook her head ruefully, flashed an apologetic grin at the Cakes, and disappeared in a burst of pink magic.

She appeared in the foyer of the Boutique, wincing at the thought of Rarity berating her for popping into the middle of her work. The boutique was silent, though; glancing at the door Twilight saw that the ‘Closed’ sign was hung facing out. She pondered searching the building, then shook her head. No time to play nice Princess, she thought grimly.

Her horn shimmered as she cast a series of spells on the boutique. Her life scan revealed only Opal, fast asleep, though the cat raised her head curiously as Twilight’s attention passed over her. Her scan for sources of magic revealed nothing at all, making it clear that the Elements were not there.

Twilight gnashed her teeth in frustration and prepared to teleport to Fluttershy’s cottage. She didn’t know it as well, though, so rather than risk appearing above the thatched roof she opted to shift to the edge of Fluttershy’s front walkway. With another pink flare she was gone.

With a loud whack, the door to the cottage slammed open to reveal a panting purple alicorn. Rarity and Fluttershy looked up sleepily from where they lay tangled together on the rug. Blinking, they glanced at each other with dreamy smiles, then turned to look at Twilight.

“What’s wrong, darling?” said Rarity slowly, her tired grin faltering as she finally registered how flustered and fearful the librarian appeared. “You look as though something awful has happened!”

Twilight’s gaze raked the room frantically, her horn glowing. “Where are they?” she said sharply as sofa cushions, chairs, and finally even the sofa itself started flying around the room so she could look under and inside them.

“My... my house!” gasped Fluttershy as she watched her favorite vase fly by only to be peered into by Twilight, then set down in a corner with remarkable care given her level of agitation. “What... what is it you’re looking for? Um... maybe we can help?”

The whirling objects shuddered to a stop for a moment as Twilight absorbed what Fluttershy had said. With a grimace of concentration she carefully put everything back approximately where it had been, except for the vase, which stayed where it had been stashed.

“Your Elements! The Elements of Generosity and Kindness! They’re gone from the display case!” Twilight cried as she advanced stiff-legged on the two ponies, her mane disheveled and one eye starting to twitch. “Did you summon them? Are you okay?”

Fluttershy found herself backing away from Twilight, murmuring almost inaudibly that she had no idea what was going on. Rarity stood up and glared at Twilight, her expression stern.

“Twilight Sparkle, would you please calm down and tell us what’s going on?” said Rarity firmly. “We don’t have our Elements; why would we have called them when we were just..." her voice trailed off and she blushed brightly, glancing at Fluttershy with a helpless look.

“You were just WHAT?” shouted Twilight, her mane starting to frizz with barely contained energy.

“Um... we... we were having sex,” whispered Fluttershy, her cheeks crimson.

The room fell silent.

“Wha...” Twilight struggled but couldn’t find any words. With a perplexed expression, she continued, “You two were..."

“Well, us and Amber Dawn,” Rarity clarified with affected casualness.

Twilight’s pupils shrank rapidly and she wobbled on her hooves, the twitch in her eyes now quite pronounced. To Rarity and Fluttershy it looked like she was about to faint. Or possibly explode. Or both.

After a few deep breaths Twilight managed to speak in something approaching a normal tone, though she still sounded strained. “Girls,” she said carefully, showing far too many teeth, “are either of you aware of Amber Dawn’s history?”

Fluttershy and Rarity glanced at each other, then looked back at Twilight uncertainly. “Well, my dear... if I recall, she said earlier that she was going to explain that,” Rarity replied cautiously, “but she didn’t, so I guess Fluttershy here is the only one who knows anything.” Both she and Twilight turned the yellow pegasus.

“She... she told me about herself when she first arrived,” Fluttershy explained, trembling as she realized she was treading on thin ice but not wanting to leave her friends in such distress. “She said she was Princess Celestia’s student about a thousand years ago and invented sex magic to help ponies who were persecuted for their sexual orientation. She became an alicorn, just like you Twilight, but she lost her horn in an accident and had to leave Equestria. She’s been traveling the world ever since--”

“WRONG WRONG WRONG!!!” Twilight shouted, ignoring Fluttershy’s wince at her vehemence. “Amber Dawn did NOT lose her horn in an accident, she lost it when Celestia blew it off with the Elements for leading a bloody civil war to take over Equestria!”

“What?” Rarity and Fluttershy screamed together.

Rarity’s eyes eyes went wide with horror. “The Elements!” she shrieked, her hooves floundering in shock. “I remember now! After we... did the thing... Twilight, there was some very bad magic going on--”

“Oh, let me guess!” Twilight groaned. “First she boosted your libidos, then used a sex-themed spell of transference involving a vocal surrender mechanism. How in Tartarus did you two get into this?”

”Boosted our... but Fluttershy, darling,” Rarity said in confusion, “I seem to recall you saying that Amber Dawn was the confidant that helped you get the courage to approach me?”

Fluttershy’s heart seemed to stop and she reflexively turned away. Rarity was looking bewildered, but Twilight could sense the shame emanating from the shy mare. In a pink flash of magic, she appeared in front of Fluttershy.

“Do you have something to share?” Twilight demanded, her eyes narrowed.

Rarity gasped indignantly. “Twilight! Surely Fluttershy doesn’t have anything to hide! Isn’t that right, my dear?”

Fluttershy turned to Rarity, tears streaming down her cheeks. “Oh Rarity!” she cried. “I’m so sorry... I knew you couldn’t love me any other way... she... I asked her...”

Rarity’s eyes slowly grew wider as all the pieces fell into place. Her face contorted into a rictus of rage, her ears pinned back against her head and her teeth grinding. “Of all the things you could have done,” she snarled, “this really was the worst... possible... thing!”

She raised a trembling hoof and struck Fluttershy across the cheek, staring down her nose at the cringing pegasus. “You insufferable, selfish BITCH!” she screamed, then turned and galloped out of the cottage, her sobs puncturing the air.

Fluttershy looked on as all of her hope, joy, and happiness ran off. Unable to find her breath, her vision fell into darkness as she slumped to the floor.

--

*splash*

Fluttershy sputtered and gasped as she felt ice cold water hit her face. As her eyes snapped into focus, she found the source of her rude awakening: A furious-looking baby dragon.

“Get up,” Spike growled. The pegasus hesitated, frowning at his tone, but Spike was not in the mood to capitulate to anything. “GET UP!” he shouted.

Fluttershy shot up onto her hooves, a cursory look around revealing that she had been brought up to the library bedroom, most likely by Twilight herself. That realization helped her overcome her despair enough to move, and she turned back to Spike, whose glare had deepened.

“I cannot believe this,” the dragon hissed, his features wound up in outrage. “The first pony to date Rarity since I had a crush on her goes and breaks her heart. If you weren’t my friend--”

“Spike?”

“What!”

Part of Fluttershy wanted to be angry; she had been used horribly, and had been convinced to manipulate and betray the mare she loved. But she knew that ultimately it was her responsibility, and she had to own up to it. She looked at Spike and simply let the pain she was feeling show in her stance, her face, the droop of her wings.

“Please,” she said quietly, only barely keeping the tears from flowing, “I... I know I did wrong. I’ll face... whatever I have to.”

The baby dragon swallowed hard, though his anger remained. “Fine,” he grumbled, stalking off. “Everypony is waiting downstairs.”

Despite the cold water on her face and mane, Fluttershy felt herself beginning to sweat. Everypony is waiting, she thought. Well... I certainly deserve whatever comes of this. With her tail drooping and her mane almost covering her face, she headed downstairs to meet her fate.

All of her close friends but Rarity awaited her in the main room of the library. If she hadn’t been so depressed she would have been amazed at the variety of different reactions their expressions conveyed. Twilight was occupying her favorite cushion, distinctly less infuriated than before but still glowering. Applejack was standing next to her, a flat look on her face. Pinkie Pie was obviously conflicted, her features shifting between emotions as she tried desperately to sit still at one of the tables. The most fearsome sight, though, was stalking across the room, her flared wings and deep scowl making it plain she was the most enraged of the mares.

“YOU!” Rainbow Dash yelled at the sight of the yellow pegasus. “What the hay were you thinking?”

Fluttershy said nothing, eyes downcast as tears started rolling down her face. “Answer me!” Rainbow demanded. “How dare you abuse Rarity like that! You claimed that you loved her! Why in Tartarus would you do that?”

“I don’t know,” said Fluttershy, raising her head. She was still crying, but now she was just as angry as Rainbow Dash. As disappointed as she was by her own actions, it seemed grossly unfair that Dash would attack her over this.

“Maybe I’ve got some bad ideas about love,” said Fluttershy in a choked voice that got louder as she continued. “Maybe all I’ve managed to learn is that you do whatever it takes to get laid. After all, the first pony who taught me anything about these things left me the NEXT DAMN DAY!”

Rainbow’s eyes went wide, then narrowed into a dangerous glare. She leaned back into a launch stance, her wings snapping once in warning. “Oh you are not pinning this on me--”

“RAINBOW DASH!”

Four heads turned toward Applejack, who rubbed her forehead with a hoof and sighed. She gave Fluttershy and Rainbow Dash a hard look. “We are all aware that what Fluttershy did was more than a bit wrong,” she said sternly. “But you, Ms. Dash, shoulda known that something like this could happen! Some ponies like a mare that will give ya... a nice tug or a rub, without any romance and all, but there are a lot of ponies that want some real affection.”

“I don’t have time to write up some flippin’ terms and conditions!” Rainbow growled, then paused and turned to Twilight with a quizzical look. “That’s what it’s called, right?”

Twilight raised an impatient eyebrow, huffing her breath out of one nostril. Before she could answer, Rainbow continued her protest. “Look, are we here about my sex life or the fact that Fluttershy made a deal with an exiled alicorn coup-leader?”

Fluttershy’s eyes grew huge, her wings quivering with tension as her anger turned to tears. “B... but I didn’t know that when she...”

“When she what? Magiced your crush into fucking you?”

“DASH!” shouted an exasperated Applejack. “You can’t blame her for what she didn’t know about, even though we now know they’re related!”

Rainbow Dash paused, her cheeks pinking, but she had too much of a head of steam to stop entirely. “Well... you’re related!” she shot back.

“What in Celestia’s name is that supposed to mean?”

“GIRLS!” Twilight shouted. “This is getting us nowhere! Fluttershy!” she addressed the sobbing pegasus. Her expression softened. “I did scanning spells on you and Rarity, so I know what sort of magic was cast. Why did you make a deal with Amber Dawn? I know you were misled about her past, but why would you have her use sex magic on Rarity?”

Fluttershy breathed deeply and closed her eyes. “Because I was lonely and had a crush on her, but she was straight, so there was no way she would love me back, but then Amber said that ponies aren’t entirely straight and that she could make get Rarity in touch with her desire for mares, and it worked, but I was too scared to do anything for her.”

She took another trembling breath and squeezed her eyes shut even tighter. “So Amber said she could make me really horny so it wouldn’t matter, and all she wanted was a threesome, so I said yes and it worked and I wasn’t lonely anymore!”

Pinkie Pie, her eyes streaming, launched herself across the room and enveloped Fluttershy in a hug, not incidentally preventing the pegasus from collapsing completely. She looked at the ponies around her and said in a small, sad voice, “I know she made a bad choice, but..."

Twilight sighed loudly. “Pinkie, your heart is certainly in the right place here,” she grumbled, then looked over at Rainbow Dash. “And we still love Fluttershy, don’t we?” she asked forcefully, earning a grunt and an eyeroll in response.

“However,” Twilight continued, “we can’t just sweep this under the rug. We’ve lost two Elements, a dangerous alicorn dissident is on the loose, and both Fluttershy and Rarity were, to put it bluntly, violated!”

She turned back to Fluttershy, who was wiping her eyes. "Look, Fluttershy... you know we all love you, but it's going to be hard to trust you for a while, so consider yourself on... probation or something.” She held a hoof up to her forehead as Fluttershy nodded sadly. “And I certainly need to consult with Celestia about all this.”

Applejack nodded. “Sounds about right to me... WHOA NELLY!”

The room was suddenly filled with a sickly red light. All five mares galloped to the windows, where a strange and frightening sight awaited them.

“Oh... my....” Fluttershy gasped.

The sun was setting well ahead of its appointed time, and the full moon, glowing blood red, had been raised to the center of the sky. As the ponies raced outside the library for a clearer look they all felt a powerful psychic presence, and a voice rang out, echoing off every surface.

Citizens of Equestria, hear the words of Amber Dawn, Duchess of Los Pegasus, Princess of Lust. Your paradise has, over the last thousand years, been built upon lies and the blood of many hundreds of innocents, while the decadent nobles responsible were pardoned by the tyrant Celestia. Though you are told that you are fortunate to live in an era of tolerance, the underlying culture of bigotry has never been challenged and still stands today!

After ten centuries of exile, I have returned to free ponykind from the oppression of Celestia’s regime. So that you know I make no idle claim I have claimed control of the heavenly bodies on behalf of all ponies, and with their influence I grant you a three day gift of liberated desires. But I am kind and just as well: no foals will be affected, and none will be born of your revelry. In exchange, I command this of you, good ponies of Equestria: Rant, riot, and rut, until the plague of Celestia’s tyranny is ended!

Thus speaks Amber Dawn.

With a loud yawn, Discord awoke from his slumber. “Who in Equestria was that voice?” he mumbled to himself, scratching idly under one wing. “Amber Dawn, Amber Dawn... ah yes, Celestia’s student from long ago. I remember her! She caused quite a little stir while I was in that cursed stone prison.”

Stretching out his consciousness, Discord detected a massive, continent-wide disturbance in Equestria’s magical field. “Ooh, this should be interesting!” he exclaimed delightedly. He leapt up from his napping spot in the Canterlot Gardens to get a bird’s eye view of the capital city.

Amber Dawn’s message had been heard and embraced. Mares and stallions, civilians and soldiers, commoners and nobles, were all engaged in protesting, property damage, or some sexual act. Often these activities were combined, as just about everypony was either ransacking buildings while complaining about civil rights or moaning about civil rights while rutting whatever partner they could find.

It was a glorious sight to those mismatched yellow eyes.

Discord summoned a bag of popcorn and a can of soda pop. “This should be very entertaining!” he cackled, taking a hefty bite from the soda can and washing it down with a sip of popcorn.

“This is crazy!” Rainbow Dash exclaimed as Ponyville was slowly reduced to a shambles before the eyes of the five mares. Their friends, family, and community... all turned into vandalous, nymphomaniacal thralls by the crimson moon above. One by one as they watched the friends’ ears flattened against their heads and their tails drooped as they absorbed the extent of the chaos.

“She must have used the Elements!” said Twilight, a hoof against her chin. “There is enough magical energy in each one to equal the power of a single Alicorn if you have the capacity and skill to unlock it. She’s effectively tripled her power!”

“Quite right, Princess Twilight.”

The mares spun around to see Amber Dawn, her two-gemmed crown shining in the red moonlight, smiling triumphantly down at them from a nearby rooftop. “The Element of Generosity was quite suitable for usurping control of the heavenly bodies,” Amber chuckled as she glided down to land a few wingspans away. “The Element of Kindness allowed me to project my spell across the continent with the moon as a conduit. Any questions?”

“I have one.” Fluttershy stepped forward, her eyes narrowed in rage. “Are you in the habit of lying and using everypony you come across? Or was it just Rarity and I?”

“You go Fluttershy!” Pinkie cheered, waving a yellow banner with three butterflies on it.

Amber sighed and shook her head, though the smirk did not leave her lips. “Oh Fluttershy, you never bothered to read a history book, so how could you have known not to trust me? And further, you have me to thank for your first experience of love. Your only inconvenience is the loss of your Element, which you willingly surrendered, and a prematurely broken heart, which is the result of your own choice not to be honest with Rarity from the start.”

“You helped her do that in the first place!” shouted Rainbow Dash, earning murmurs of agreement from the others.

“I have done what is necessary to resurrect the civil rights movement,” Amber announced proudly. "You ponies have been living in this carefully controlled paradise your entire lives, and thus have no context for what it took to create!"

“No amount of context gives you the right to destroy that paradise for your personal vendetta!” Twilight retorted incredulously. “And we aren’t going to let you do any more damage!”

Amber’s smiled slyly, her tone mocking. “You are welcome to try and stop me, your highness.”

Twilight’s eyes widened at Amber’s bravado, and she pawed the ground as she squared up her stance. With a flash of her horn the Element of Magic adorned her head, and both lit with purple incandescence as she summoned a roiling ball of raw magic.

Amber’s eyes shone a bit brighter, but her expression did not change as Twilight wrapped the energy of the crown around her own power. Sure that Amber would erect some sort of shield, Twilight hoped the Element would be enough to punch through it.

As Pinkie waved a purple flag with one large star and six small ones, Twilight fired. The bolt raced toward Amber, only to fade into nothing just before it would have struck her face. All five mares gasped in shock, and Twilight saw Amber’s crown shimmering.

Amber chuckled. “The Elements are not about to fight each other, Princess Twilight. You are welcome to try again, though!”

Twilight ground her teeth together and dug her hooves in firmly. She pulled power from her deepest reserves, sweat breaking out on her face as she raised her head to fire again. Amber’s horn hummed and glowed in answer, and Twilight collapsed, screaming as her eyes and ears burned with pain, the magic she had gathered dissipating without effect.

“TWILIGHT!” the other mares cried, rushing over to her.

“I don’t think so!” Amber shouted, and all but Twilight were thrown back by a burst of telekinetic force. She walked up to Twilight and stood over her with a wide, gloating smile.

“Sex magic isn’t my only talent,” Amber laughed as she tossed her red mane. “You, Twilight Sparkle, just got a sample of my anti-horn spell. Did you know that if you modulate your horn frequency to that of another caster, their spell will be canceled? Painfully, as you are realizing right now.”

“Fascinating,” Twilight groaned, then quickly tried to teleport away. The pain returned, lashing through her face and neck, causing her to scream once more.

“Nuh uh uh!” Amber snickered, her horn shimmering again. “I’m sorry, but I already gave you two chances. A third would be... well, a bit too generous.” Her expression darkened. “Now come with me, your highness. We have much to discuss.”

With a brilliant flash of scarlet energy, the two alicorns disappeared. As the burst of light faded, the four shocked mares who remained found themselves alone in a town full of the panting and screaming of lunatic ponies.

Far off in the Crystal Castle, under the blood red moon, Princess Mi Amore Cadenza found herself assaulted by a unicorn of the Canterlot Royal Guard contingent. With a grunt and a kick she knocked the stallion off of her and onto the stone floor. She grimaced in sympathy, but the delirious pony had tried to mount her from behind, and was still hard even as he lay groaning on the floor.

Before Cadance could catch her breath she heard one of her maids, an earth pony from Canterlot, galloping at her while panting heavily with lust. With a sharp cry she spun and kicked her in the gut just as Shining had taught her. The maid gasped and slumped over Cadance’s leg, her eyes rolling back into her head as she slid to the ground. The previously felled unicorn stirred and looked at up her avidly, prompting Cadance to deliver a kick to his head that knocked him out. Finally she had a moment to orient herself, confused by the attacks in spite of Amber’s broadcast.

A minute later three more maids, this time Crystal Ponies, galloped into the room. Cadance reflexively assumed a battle stance, but eased up when she saw that they lacked the insane look the ponies from her Canterlot detachment had possessed. “Your Majesty!” a blond-maned mare exclaimed. “Are you all right?”

Cadance sighed. “I’m fine, Hearth Fire. Where is my hus... Prince Shining Armor?”

“His highness was engaged in conflict with Sir Flash last we saw him. He appeared to be winning quite handily--”

“Cadance!” A white unicorn in Captain’s armor limped into the throne room.

“Shining!” the princess rejoiced, embracing Shining Armor gently. “Are you okay?”

He nodded weakly, wincing as he curled a wounded foreleg against his chest. “I had to be really rough with Flash Sentry. That stallion is buff!”

“The Crystal Ponies outside,” asked Cadance, “were they reacting to that psychic command?”

Shining Armor shook his head. “Not at all! Do you think--?”

“The Crystal Heart,” she agreed with a proud nod. “This Amber Dawn’s spell is a large area of effect magic, not like King Sombra’s localized auras of fear and hatred. The Heart must be protecting the Crystal Ponies from the moon’s energies.”

“I doubt it will protect the rest of Equestria though,” Shining pondered out loud. “From my understanding, the love and light from the Heart is only a local effect which dissipates quickly in areas outside of the Empire.”

“I concur.” Cadance glanced southward, her expression grim. “I need to get to Canterlot. The Royal Sisters will need all the help they can get.” She looked at Shining with a mix of remorse and steely resolve in her eyes. “I hate to leave you here, but you must hold the kingdom alone. I’m going to teleport right now!”

Shing’s strong hoof settled gently onto her shoulder. “Canterlot is a long way away, honey,” he said gently. “Teleporting there would take too much energy... sort of defeating the whole purpose of going.”

“But I can’t take a train!” Cadance protested. “It would take too long, and the operators are probably having sex right now!”

“I know honey,” the unicorn said with a nod. “I’m going to teleport you there myself!”

Cadance’s face went slack with shock, then lit up in a tearful smile of gratitude. “You are the best husband in the world, you know that?”

Shining Armor rubbed his muzzle on hers. “I do my best. Now, stand back just a bit.”

Cadance complied, giving him an affirmative nod. Shining Armor’s horn ignited with an intense light, and a pink glow surrounded her. Cadance braced herself; she had never found teleportation to be particularly enjoyable on her own and had never had it done by anypony else.

Her eyes flew open as she felt the magic take hold with a warm tingle she had never felt before, except when.... With an joyful expression she turned to see Shining Armor staring at her, his own eyes as wide as his smile. Just before she was whisked away she saw him raise a hoof, and his voice slipped lightly into her mind: “I love you!”

In a flash Cadance was gone, leaving behind only a single tear that fell to the ground where she had stood.

Chapter 6

Luna stormed across the throne room, her wings flared and her horn crackling with power. She let loose an earsplitting howl, her eyes flashing as she roared out her rage.

Celestia cringed as Luna leveled a back kick at one of the stone walls, the thundering strike leaving a hoof-shaped crack in the marble. “Lulu, dear--”

The Moon Princess reared up, hooves pawing the air as she shouted, “DON’T CALL US LULU!” in a voice that thundered through the halls.

“ALL RIGHT, PRINCESS LUNA,” Celestia replied with even greater volume, “MAYBE YOU SHOULD CALM DOWN SO WE CAN MAKE A PLAN INSTEAD OF SCREAMING!”

“Oh.” Luna shrank back apologetically, though her voice still rumbled and echoed a bit. “We... I apologize. The moon is... important to me.”

Celestia sighed and dipped her head, her eyes shining. “I understand,” she said fiercely. “She has indirectly usurped the sun as well, leaving Equestria without it since her spell began! How could she have possibly done this?”

“The Elements of Harmony, ya royal majesty!”

Applejack was standing in the doorway, along with Rainbow Dash, Rarity, Pinkie Pie, and Fluttershy.

“My little ponies!” Celestia exclaimed in joyful relief, rushing from her throne to spread her wings over the exhausted mares. “Wait, where is Twilight? Is she on her way? This isn’t the time for careful scientific studies!”

The smaller ponies all looked away remorsefully before Rainbow Dash finally addressed the princess. “Your Majesty, Amber Dawn stole Twilight right from under our hooves!”

“WHAT?” cried Celestia, her eyes huge.

“Fair Twilight?” Luna asked in disbelief. “Impossible! Her magic was great before she became a Princess, and now exceeds that of our own in raw potential!”

“We tried to stop her, ma’am,” Applejack added, “but there was nothing we could do. She did something to Twilight that made her horn stop working right, then blasted us all away. Afore we could get up she teleported herself and Twilight off somewhere.”

Celestia swallowed. “Please, tell me everything.”

“Yes, please do,” said a new voice from the doorway.

Everypony turned to see the alicorn of love looking pensive as she walked in. “Princess Cadance!” Rarity exclaimed.

Cadance smiled warmly. “Shining Armor sent me from the Crystal Empire. Whatever is happening needs to be stopped immediately, and we can’t do anything without more information.”

“Well then, I think Fluttershy here is the best pony to tell y’all what’s going on,” said Applejack.

Every head in the room swiveled to the depressed yellow pegasus, who could only help but sigh.

Twilight groaned as she slowly opened her eyes. Her whole body ached, worse than the hangover she had after her last birthday when she had five pints of Applejack’s “family special” cider. As her consciousness and memories returned to her she knew this had nothing to do with too many drinks.

She could feel that she was suspended by bindings on all four hooves, and the bright light shining close to her face made it difficult for her to focus as she squinted painfully. Eventually, though, she pushed past it to take in her surroundings.

She couldn’t see much in the room, as the ceiling lamp that shone in her eyes was the only source of illumination. She thought she saw brick walls not too far away with workbenches up against them, along with what she had to assume were various tools and a few books.

Shaking her head, Twilight took stock of her own situation. By craning her neck she could see that she was being held upright by a pair of chains pulling her forelegs toward the ceiling, while another pair of cuffs bound her rear hooves to the ground. The position was not comfortable, but the cuffs were not fastened on tightly enough to hurt.

There was a soft clip-clop of hooves from the shadows. “Awake, Princess Twilight?” said a familiar figure as she stepped into view, an exultant smile on her face.

“I hope you are happy, Amber Dawn!” Twilight growled. “You’re now the enemy of four alicorns, four elements of harmony, and one draconequus! Think you can handle all of that?”

“There was an old saying when I was a little filly,” Amber said bemusedly. “I doubt anypony still uses it, there was a lot of racism behind it. Anyway, the saying goes, ‘One unicorn with a good spell book can overcome a nation of pegasi warriors.’”

Twilight rolled her eyes. “I’ve heard a few of those. And I get your meaning, but I think you’re rather overconfident. You might be an experienced spell-caster, but Celestia and Luna are both older than you. And it took both of them and the Elements of Harmony to deal with Discord--”

She was interrupted by a loud, forced yawn. “My dear Twilight Sparkle, I have had nearly a thousand years to plan this second coup. I’ve had to adjust it a few times in the last decade thanks to yourself and the other Element users, but all of the variables are still containable. The plan is not only proceeding successfully, it is going better than expected.” Amber sighed dreamily. “A world without bigotry, just around the corner.”

“Yeah, I don’t get that,” Twilight quipped. “Equestria is bigotry free! If you’ve followed our history for the past six hundred years, you would know that.”

“A wall covered in mold is still a wall covered in mold, even if you paint it white,” Amber retorted sharply. “Tell me something, are you familiar with Earth Pony marriage traditions?”

The Princess of Magic blinked. “As opposed to... any other marriage tradition?”

A smile full of false pity crept onto Amber’s face. “I thought so. Even a slight majority of Earth Ponies are ignorant of the ‘old ways.’ I believe your friend Applejack is still chaste, yes?”

“To my knowledge, yeah. What does that have to do with anything?”

“Well, in the days of the separate tribes, before Clover the Clever, there was a rule that all family members were property of their family, specifically under the charge of the household’s head. This property,” Amber snorted in disgust at the word, “was exchanged through the act of marriage for the sake of creating alliances between households, duchies, etc.”

Warming to her subject, Amber took on a lecturing tone. “Before Clover’s Charter brought some unity to the races, this was the most basic way that ponies maintained any sort of coherent organization. In any event, this exchange of ‘property’ had a requirement: The ponies to be married had to be virgins. The premise was that if you were to bring two ponies together into forced matrimony, better that they had never had a chance to share their hearts beforehoof so as to keep them faithful.”

Despite her captivity and mistrust of Amber Dawn, Twilight was curious about what she had to say. She had read about the pre-classical era, but these details were new to her. Her subjects of interest had almost always been the great pony magicians like Starswirl the Bearded or Clover the Clever. “So you said everypony did this back then. What happened to make this an Earth Pony tradition?”

“A lot of things,” Amber continued, “but the founding of Equestria itself was the big one. The integration of the three races promoted, or rather necessitated, social experimentation. Marriage for its own sake was championed by the pegasi initially, and then eventually spread to lower class unicorns and city dwelling earth ponies. Rural earth ponies and upper class unicorns stuck to the traditional marriage system, and in cementing their power they further enhanced the emphasis on virginity.”

Twilight raised an eyebrow, wondering at the didactic tone that was so at odds with Amber’s usual approach as her lecture continued. “The latter two demographics came together as a coalition, and it was ultimately their influence that led to the criminalization of homosexuality and bisexuality. It was their belief, admittedly correct, that allowing such behaviors led to sexual exploration and the pursuit of love-based marriages. Though the laws have changed and the demographics of Equestria have evened out, you can still find the same tendencies occurring amongst the nobility of Canterlot and in places like Appleloosa and Dodge City.”

Twilight stared at Amber Dawn skeptically. “You know quite a lot about Equestria’s history and its current social structure for somepony who has been in exile for nearly a millennium.”

Amber’s expression saddened. “There was... a family of pegasi,” she answered heavily. “They were particularly loyal to myself and even more so to the cause of equality. When I was exiled, they sought me out and pledged their lineage to aiding my efforts. All I actually had them do was keep me appraised of what was going on in Equestria and sometimes send me literature. However, a decade ago, the last of their direct line died of old age without an heir or any other relatives loyal to my cause. As a result I was forced to exert my influence on the Equestrian ambassador the Holy Felonian Empire to get what I needed.

“But it has all been worth it!” she exclaimed vehemently, startling Twilight. “The sacrifices of that family, the thousands brutalized throughout history, my own work... soon, they shall all be avenged once Celestia is toppled, the nobles are imprisoned, and traditional marriage erased!”

“This is totally insane!” Twilight shouted, forgetting the danger of her situation. She thrashed ineffectively in her chains. “Equestria has put the worst of bigotry long behind us! There is no reason why we can’t just all live in peace.”

Amber’s eyes narrowed, and her voice filled with disdain. “Have you ever had to sacrifice anything close to you? Anypony close to you? Have you actually experienced genuine loss? How about betrayal?” She stalked closer, fury and pain making her eyes gleam. “Twilight Sparkle, you may have endured dark forces and for that Equestria is in your debt, but do not think for a moment that you have actually suffered in any real form.”

Her voice a low purr full of knives, Amber leaned in nose-to-nose with Twilight. “Everything has always worked out for you, just like it does for your friends, and their friends and family, and the vast majority of Equestria. None of you know what it is like for society to invalidate your existence, to torture and maim you for who you are.” The knives were sharp now, and were accompanied by a venomous hiss. “And I doubt you know what it is like for your own lover to betray you in front of nearly everypony you respect.”

Twilight frowned and bit her lip in frustration. “Yeah, you’re right. I don’t know any of that. I really have no idea how much you or other ponies like yourself suffered back then. So I only have one question, Amber Dawn.” She looked deep into Amber’s blue eyes. “Is this all worth violating Rarity’s mind and breaking Fluttershy’s heart?”

Taking a step back, Amber stared back at Twilight for a long time, her self-righteous expression unchanging, though her tail twitched once. Finally, “...yes.” She turned her head away slightly. “But barely.”

Twilight nodded. “I guess that’s that then,” she said wearily. “Obviously you believe in what you’re doing. I can’t change your mind, so the only thing I can do now is... well, whatever I possibly can to stop you.”

Amber’s smug smile returned. “On the contrary, I’m hoping that you will assist me. You were right in saying that I am facing some difficult odds. Four alicorns, four Element bearers, and one demi-god is quite a problem.” She closed the distance between them to stand over her captive.

“Now, I can always just keep you here. This room is actually part of a somewhat larger private dimension, one in which only my magic functions. I was taught the technique by Celestia herself and spent several centuries constructing it... very slowly, I might add, as my broken horn limited my ability. You would be totally contained if I just left you here.”

She leaned close, frowning as she stared into Twilight’s eyes. “But that wouldn’t give me a greater advantage, now would it? No, here you’re just one less chess piece off the board. I would much rather have another queen to take the king.” Amber’s brow cleared as a predatory gleam came into her eyes. “You know what I’m talking about, don’t you?”

Twilight swallowed and set her jaw. “The Element of Magic.”

A maniacal expression consumed Amber Dawn’s features and her horn began to glow. Twilight gasped as her heart began to race, bringing a flush to her face and a tingling sensation to her nethers. “You’re a smart mare, so you know exactly how I took the other elements,” Amber crowed. “You know the mechanism I used; it is the same one I will use now.”

As she stepped away from Twilight, Amber’s eyes danced in anticipation. A variety of golden constructs started to coalesce in the air around her, their shapes more than suggestive. “I am going to stimulate your erogenous zones and feed your pleasure right back into you. You will experience an infinite orgasmic loop, and I will only stop it when you vocally and emotionally surrender yourself to me. I will know if you are lying or are committing yourself half-heartedly, and I won’t stop for anything until you experience the orgasm that delivers me... the Element of Magic!”

Twilight glared at her captor, her jaw set. “Try me.”

Amber’s eyes widened, then narrowed again. “As you wish.”

Twilight jerked in her restraints as Amber’s horn glowed more brightly. The golden tongues and toys finished materializing around her, their glow seeping into her senses. As it spread through her nerves her eyes slowly closed, and a long, low moan rolled out of her throat.

“...and then Amber teleported away with Twilight,” Fluttershy finished, concluding the long tale. For a while naught but silence filled the air.

“That’s when we grabbed the remaining Elements, found Rarity, and got here as fast as we could with Twilight’s hot air balloon!” Applejack volunteered. She touched the jeweled band around her neck. “As y’all can see, we have the Elements right now, and Spike is waiting outside the castle with the balloon.”

Celestia nodded, sighing as she processed everything she had been told. “So that’s how it is,” she muttered as Cadance rejoined the mares with a second round of tea. “This is quite the mess Amber Dawn has put us in. We have a lot to do.”

She turned to Luna. “Sis, I need you to ensure that the sensitive areas of the castle are on lockdown. Keeping the assorted relics in safe storage must be a priority. Also, we’ll need you to be running interference between the rest of us here and the rioters outside.”

“That’s it?” Luna exclaimed, clearly incensed as she trotted back and forth. “My moon has been usurped and you want to put me on guard duty? I know I don’t have the power your precious student does but I am still an alicorn and a princess and I--”

Celestia held up a hoof. “The fact that you are an alicorn and a princess is why I need you to do this. Many of the artifacts are volatile and require a discerning eye. And furthermore, if Amber Dawn shows up, our lookout needs to be able to hold her own.” She looked at Luna intently. “Our lives will be in your hooves. Mine in particular, as I am the subject of this coup.”

Comprehension dawned on Luna’s face. “I... I see your point,” she said, swallowing her pride. “Thank you, sister, for trusting me to keep you safe.” With a nod that was almost a bow she turned and galloped out the door.

Celestia smiled in satisfaction. “Now then, Amber Dawn. This will be a uniquely challenging fight, everypony. No threat to Equestria before was comparable to what we will face.”

“Aren’t you exaggerating just a bit?” asked Cadance with a frown. “These ponies fought Discord and Nightmare Moon and stood up to Chrysalis and Sombra. All of those enemies had comparable power and abilities!”

“But not the same sort of talent and knowledge of magic,” Celestia replied. “Amber’s studiousness has only been exceeded by Twilight’s. Both have spent long hours alone with far too many spell books. Amber Dawn was capable of inventing sex magic because she is an academic master in both magic theory and pony biology.”

Celestia sighed and paused to look out the window before continuing. “Most tellingly, especially in comparison to our previous battles, she has had literally hundreds of years to expand her knowledge, find allies and potentially other aid, and study under foreign experts. She has managed to use difficult magic even with a broken horn, and now that it is restored she has added the raw power of two Elements of Harmony. Her persuasive powers not that of an ordinary pony either. Given what you’ve told me I suspect she has augmented her vocal abilities to the point where she can convince almost anypony to act against their best instincts.”

Rarity glanced over at Fluttershy, a pang shooting through her. She swallowed but said nothing, quickly looking away with a sour expression.

“And the worst of it is that she a true zealot.”

“Zealot?” Rainbow Dash repeated.

“Yes. She genuinely believes that what she is doing is the right thing for Equestria, and therefore that for her plans, the ends really do justify the means. The Elements, even if we had all of them in our possession, would be ineffective.”

“But how could that be?” cried Pinkie. “Aren’t they all about harmony and making things work better? That’s not what Amber is doing! Her party’s no fun at all!”

“The Elements most likely cannot reach her because of the true source of her motivation,” Celestia replied with a grimace, “her sense of betrayal. This is nothing like the resentment that turned Luna into Nightmare Moon. I... genuinely hurt Amber Dawn, for what I thought at the time were the best of reasons. But I still hurt her. The Elements must concur with her sense of injustice, her righteous anger at me.”

Another heavy silence settled into the room, broken only by Cadance sipping her tea as quietly as possible.

“In any event, many of our best resources are not available to us,” Celestia continued. “However, we are certainly not disarmed. Twilight has been captured, but we have three alicorns here. Even with the power of two Elements and her ability to negate magic, she will be hard pressed to hold us all off.”

Celestia turned to the mares from Ponyville. “And of course, we have the five of you. Your individual resourcefulness is legendary. Rainbow Dash, Applejack, Pinkie Pie: I think it would be an acceptable risk to bring you three to the battlefield.”

Pinkie Pie tugged her helmet down firmly and made a grand salute as a flag of Equestria rose behind her. “I will serve honorably!” she pronounced, her legs stiff at attention.

“Uh, Princess?” Rainbow interjected. “I can understand why you would want me and AJ to fight, but... Pinkie?”

“Silly Rainbow!” the pink mare giggled. “I have CANNONS!”

The pegasus rolled her eyes. “Uh, last I checked, those where party cannons.”

Pinkie rolled an iron field gun out from behind the flag. “Nuh uh! I have REAL CANNONS!”

Every eye in the room turned to stare at the party pony, looking back and forth between the huge gun and her even bigger cheery smile. Finally Applejack muttered, "Aw, it's just Pinkie being Pinkie!" and everypony chuckled and smiled, if a little nervously.

“Rarity, Fluttershy,” Celestia continued, “the two of you have been subject to extensive amounts of Amber’s magic. I doubt she would waste time implanting you with any hidden spell triggers or other such traps, but all the same I want you both to see Cadance and have her look you over, as well as purge any leftover magic still in your systems.”

Both mares nodded, still not looking at each other.

“Once all of that is completed, I will be casting a spell of my own. It will shield all of you from the more subtle effects of Amber’s magic, which will be helpful in case she attempts any other mood or biochemistry changes. Distractions like that will only give her another advantage.” She pursed her lips, then asked, “Any questions for me?”

“I got one!” said Applejack. “Why the heck were we unaffected by the spell on the moon? None of us have gone crazy!”

“I think I can explain that,” Cadance piped in, setting her cup down. “Amber’s spell spreads its effect over a wide area - pretty much the entire continent - and is only attuned generally to ponykind, not to any specific ponies. Resistance can come from a variety of sources, either inherent or due to previous experience. Alicorns are naturally immune, and due to the influence of the Crystal Heart, nopony native to the Crystal Empire was affected. Though you should know, Celestia, that the guards you posted there, well...” She paused for another sip of tea, looking apologetically at the Sun Princess.

“To continue: Shining Armor, having been directly mind controlled by Queen Chrysalis, was able to resist because he built up a tolerance and is himself a very powerful unicorn. As for you five, the Elements of Harmony that you still possess,” Fluttershy and Rarity squirmed, “will naturally protect you, and I think your time under Discord’s influence may be enabling you to resist such a widespread effect.”

Applejack nodded, surprised and pleased that she was able to follow the mechanics of magic so readily. She certainly appreciated that Princess Cadance was a plain speaking mare. “Okay, I think I get this. But Celestia here needs to put a spell on us, ‘cause a direct spell from Amber would be more effective and all.”

“Well thought out,” Celestia said with a nod to Cadance and Applejack. “Any other questions?”

“Yeah!” Rainbow Dash exclaimed. “Where’s she taken Twilight? In the name of... well, you, we should find out so we can rescue her!” The other mares murmured in agreement.

“I don’t know. But I... do have a way to search for her,” Celestia murmured, not quite meeting the gaze of the ponies around her.

Cadance’s eyes widened and she ruffled her wings, then smiled one of her most knowing smiles. “You almost sound reluctant,” she said gently, “but I think it is important enough..."

“I know,” Celestia responded quickly, then sighed. “Forgive me, please. The last time I did this I was rather startled by the result. Or perhaps I was startled at my startlement... but never mind. You’re right, Cadance; this is important.”

Looking around at the ponies that relied on her, and who she relied on more than she had ever believed she could or should, Celestia felt a peace, a safety that had long been missing from her life. Funny that this conflict should help me find such comfort, she mused as she settled onto a cushion and began taking long, deep breaths.

Celestia closed her eyes and let herself fall into a familiar trance. Her senses spread out, and she recoiled at the strange stink of the corrupted moonlight; no wonder Luna was so upset! It almost broke her concentration, but she kept her focus and stretched herself further.

“Is... is she okay?” asked Fluttershy as Celestia trembled where she lay on the cushion.

“Shhh...” said Cadance softly. “She’ll be fine; I’m watching her.”

Above and about the land she cared so much for Celestia opened her heart to the truth she had finally allowed herself to accept. She sent forth her desire and once more breathed out her wish, this time knowing who she would see: Show me the one I seek. Show me my love.

Searching through the mist, Celestia’s heart sank. It neither varied nor parted, and the blank sense of nothing she felt in response to her call filled her with a numb emptiness. With an anguished cry she awoke from her trance, her eyes tearing up.

“She’s... nowhere,” whispered Celestia in a voice that rang of the void.

“Nonsense,” said Cadance matter-of-factly, making Celestia jump and turn to stare at her with wide, frightened eyes. “I can still feel your love for her, and you can trust that I would know the difference if she were dead or gone.”

With an effort Celestia calmed herself, nodding her gratitude to Cadance. She slowed her breathing and gathered her wits, settling into the cushion as she sorted through a long lifetime of memories, seeking patterns and references... “Oh for... of course!” she said in annoyance and relief. “She must have taken her into some pocket dimension or similar. I taught her that magic myself!” she growled, her horn flaring, then fading as she regained control.

Cadance nodded in understanding. “Well, then unfortunately all we can do is wait for her, or Amber, to return.”

Rarity was shocked out of her depression. “WHAT? Leave her in the clutches of that... madmare? How could you even suggest such a thing?”

Celestia’s sudden laughter caused another ripple of shock to go through all the assembled mares. They looked at her as if she had gone mad herself, shuffling their hooves as they looked uncertainly at each other. Finally her chuckling subsided and she said with a strangely relaxed smile, “Ah, forgive me, but in this you will all just have to trust me. I know Amber Dawn and her methods very well, and... heh... I know Twilight, too.”

She met the eyes of each of the ponies around her in turn. “Believe this: for once, Amber has bitten off a bit more than she can chew.”

Cadance blushed slightly, having a vague idea of what Celestia was implying from one of their previous conversations. The other ponies still looked confused, but their trust in Celestia was strong, so they simply shrugged and let it go.

“Now then, I think everypony should take an hour to rest and recover,” Celestia stated. “Rarity, why don’t you go with Cadance and get Amber’s remaining magic removed. Fluttershy?”

“Eep!” the yellow pegasus squeaked. “I mean, yes, your Majesty?”

“Please stay where you are. We have much to discuss.”

“...okay....”

Everypony else filed out the doors, leaving Celestia and Fluttershy alone. As the entrance shut, Celestia brought a hoof to her temple and rubbed it. “Oh Fluttershy, what am I going to do with you?” she sighed.

“Um, exile me and throw me in a dungeon in the place you exile me?” Fluttershy replied, laughing nervously. Celestia stared at her in stony silence, though, and Fluttershy sighed sadly. “I know, this is not funny.”

Celestia shook her head. “No, it really isn’t. From what you said earlier I think you are at last starting to grasp the severity of your actions.” She shook out her mane and groaned in frustration. “Equestria has strict laws against this sort of thing. You are technically guilty of conspiracy to mental rape.”

The words cut into Fluttershy and she gasped as if struck. “Mental... rape....” she whimpered.

“That’s right,” Celestia said. “You made an economic transaction with another pony, in this case an enemy of Equestria, to have Rarity’s sexual urges altered without her consent. It is precisely for this reason that the sale of love potions and similar magics is strictly regulated, and Amber Dawn’s spells are taught only to the most trustworthy of ponies.” Her eyes narrowed. “The punishment for this crime ranges up to life in prison, here at the Canterlot dungeons.”

Fluttershy whimpered even more loudly, though given how she felt she had little objection to such a sentence. She forced herself to keep looking at Celestia, though tears shone at the corners of her eyes, and she shook with the effort of staying in place, of not shrinking away from the Sun Princess, of not giving in to her almost overwhelming urge to collapse and hide under her mane.

Celestia nodded grimly. “Yes, I think you understand. Now, I did say that Amber Dawn likely has very powerful persuasive abilities thanks to her magic. It is unlikely that you knew you were being influenced. I must also take into account your exemplary service record. Converting Discord to the cause of Harmony is only the crowning achievement of your time as the Element of Kindness, and Twilight does keep me informed of even your most minor acts of service.

“However, even if Rarity declined to bring charges against you, I would be obligated to have you prosecuted to the full extent of law. But because of the circumstances and your record, I believe it justified to grant you a Royal Pardon when the need arises.”

“Your Majesty!” Fluttershy squeaked, wide-eyed at the offer of mercy. “That is far more than I deserve!”

Celestia looked at her sternly. “Please prove those words false, Fluttershy.” Her expression softened. “You love Rarity, don’t you?”

“Yes, your Majesty. I do.”

“Then you should do everything you can to make this up to her,” said Celestia, “starting immediately with an apology. Understood?”

Fluttershy nearly swooned with relief as she responded with great sincerity, "Yes, your Majesty!"

Celestia smiled. “Then get to it!”

Discord was profoundly disappointed.

At first, the sight of Canterlot, as well as the rest of Equestria, consumed by riots and orgies was some of the best entertainment he had experienced in years, especially after he had been prohibited by his new friend from turning the continent into a paradise of random mischief. However, the point of chaos, inherently, was that it was not predictable or repetitious, and it had become quickly apparent that Amber Dawn’s spell was both.

Granted, there was some variety to how the ponies were decimating home values through vandalism and public displays of fornication, but that was all that was happening. It was a consistent, dutiful task he was witnessing, not a true display of chaos.

“Well this has been a waste of my time,” he grumbled to himself, sipping down the last of the popcorn along with the bag.

Out of the corner of his eye, he saw a pink and yellow dart race across the castle courtyard. If he didn’t know better he’d have thought it was... “Fluttershy?”

Fluttershy was normally a reluctant flyer at best, and the tension of the day had her holding her wings so tight against her body they might have been just a pattern in her coat. So she galloped full tilt through the halls, up staircases, and along the parapets, dodging around the occasional knot of guards and servants frolicking in alcoves or openly on the floor.

Coming to a screeching halt in front of the door to the chamber that was always kept ready for Cadance, Fluttershy stared at it while she caught her breath. She thanked her lucky stars that the guards in the area were all “busy” elsewhere.

A brief shiver went through her from nose to tail, and she glanced out a nearby window, searching the night sky with a frown. Seeing nothing, she took a deep breath and knocked on the door, entering quickly when she heard Cadance call out an invitation.

As Fluttershy came into the room she saw Cadance standing next to a wide cushion on which Rarity lay, seemingly asleep. Cadance looked up, the glow on her horn fading, her eyes full of sympathy as she met Fluttershy’s gaze.

Walking slowly up to Fluttershy, Cadance studied her with a practiced eye. “By the Heart,” she said softly, “you really do love her.”

Even the near-paralyzing fear that encompassed her could no longer keep that truth trapped in Fluttershy’s heart. “I do,” she whispered, “no matter what I..."

“Shhh, shh,” Cadance urged her, a small smile on her face. “I understand.” She looked back at Rarity and sighed. “I know why you’re here, and this isn’t going to be easy, nor quick... and it may not change a thing. But first, let me cleanse you as Celestia suggested.” Her horn lit up with a gentle glow.

The process did not take long, as Fluttershy’s mind and body had not been as roughly treated by Amber’s influence as had Rarity’s. She shook out her wings as a bit of tension she hadn’t been aware of left her. She offered a weak but genuine smile to Cadance, who nodded in response.

Turning back to the still form of Rarity, Fluttershy took a hesitant step toward her. “May I?”

“Of course,” Cadance replied. “And it may seem odd for me to say this to you, but... be kind. To her, and to yourself.” She stroked Fluttershy’s mane with a wingtip, then left the room, shutting the door carefully behind her.

Fluttershy approached Rarity slowly, her head down. From the cushion came a ragged sigh.

“I’m awake, you know,” said Rarity without lifting her head.

“I thought you might be,” whispered Fluttershy. “I..."

“I don’t know if there is anything you can say to me,” interrupted Rarity, finally turning her head to stare balefully at Fluttershy.

“Rarity, I..."

“You lied. You misled me.” Rarity raised herself up from the cushion to stand almost nose to nose with Fluttershy. “You... you tricked me into thinking I could love you.”

Fluttershy could only nod. “I’m so sorry! I just... I’ve loved you for so long, and... and I wanted..."

“You wanted what? To use me? To just... take me? To have me whether I wanted you or not?”

“I didn’t know... she made it all seem so simple, and..."

“Oh no!” Rarity was shouting now, her eyes narrowed as she leaned forward to spit her words out. “You can’t push this onto anypony else. You, Fluttershy! You made the choice to... change me, to force me!” She was shaking now, magnificent in her rage, her mane almost sparking.

No longer able to stand straight, Fluttershy cringed and shrank, though she managed to keep her eyes on Rarity. “Yes! I did. It was my fault. It doesn’t matter that I barely knew what I was doing, or that Amber was pushing me into it.”

She finally dropped her gaze and whispered, “I made the choice. I asked her to do it.”

Now Rarity’s horn started glowing, though she didn’t seem aware of it. “Why? Why would you do such a thing? Tell me, Fluttershy, WHY!?” She was only an inch away, her voice echoing off the walls.

Fluttershy’s heart pounded in her chest, and she breathed out the only thing she had left. “Because I love you.”

“WHAT? How can you say that?”

“Because it’s true!” sobbed Fluttershy as she raised her crying eyes. “I love you, Rarity! And I hoped... I wished... I dreamed... that maybe I was worth loving, too.”

Rarity almost stumbled as Fluttershy’s pain hit her, and her eyes went wide. She snorted angrily and shook out her mane, pawing the ground as she growled out, “That doesn’t give you the right..."

“No,” Fluttershy was barely able to speak through her sorrow. “It doesn’t.”

Her voice stilled by Fluttershy’s admission, Rarity found herself unable to respond. In the loud silence, Fluttershy took a great shuddering breath and let it out in a rush, her wings drooping to the floor. She turned away from Rarity, her mane falling over her eyes, and walked to the door.

“Maybe you’ll never speak to me again,” said Fluttershy from very far away, “and you may never forgive me. I wouldn’t blame you.” Still not turning back, she opened the door and paused once more. “But I will always love you.” And with that she left, the door closing quietly behind her.

Almost, Rarity followed her, but she stopped herself at the threshold and sat down, leaning her head against the wood. “This certainly isn’t the story I imagined for myself,” she said bitterly. With a heavy sigh she stared at the floor, alone in the silent room.

Chapter 7

Amber Dawn was totally puzzled, and very cross as well.

For six solid hours she had been exercising her magic to its limit, expecting Twilight Sparkle to be driven delirious with sexual pleasure long ago. She had been sorely disappointed - not one orgasm. Twilight seemed to come very close on several occasions, but as the session progressed nothing seemed to work.

Amber had tried every construct she could think of: Tongues, hooves, cocks, vibrating butt-plugs, rope... even some rather rough tricks like riding crops and claws, though she hadn’t actually expected those to work. And all of it yielded nothing but moans, writhing, and most recently and certainly most irritatingly, giggling.

“What is the matter with you?” Amber snarled as Twilight moaned within her bonds. “You should be having the best orgasms of your life!”

Twilight took her time responding, shivering lusciously as the glowing cock between her legs continued to slip in and out of her.

“Mmm... yeah... hee hee!” Twilight snickered between sighs, her hooves weakly tugging at the chains. “I really should, shouldn’t I?” She laughed, then gasped as Amber drove the construct deeper inside her.

Amber was on the verge of using her own tongue and hoof to try to push her over the edge, but her frustration was already making it hard to concentrate on her magic. Taking a deep breath she summoned what she called The Dance of a Thousand Tongues, smiling as Twilight jumped in response, crying out more loudly than she had yet as her every erogenous zone was stroked by a cloud of eager constructs.

Amber leaned closer, waiting for the sign that Twilight was cracking; she must be close now! “Come for me, Twilight,” she cajoled, trying to keep her cool. “Beg me for release!”

“Oh, Amber!” moaned Twilight, turning her head to meet her captor’s gaze. “You... you’re so good at this!” Her face then split into a huge grin, and she started laughing again, this time with an edge of hysteria starting to creep in.

Unable to keep the anger from her features, Amber glowered at Twilight, her spell almost winking out as she barked out, “Then why are you laughing?”

Twilight struggled to respond, her eyes half closed as she alternated between erotic sighs and chortling. “Aheh... hee hee! ...oh, yes...’

“Answer me!” Amber shouted, now trembling with rage.

“Ha! Oooh...” cooed Twilight, then giggled madly and closed her eyes as she spoke. “I’d have thought that you, oh Alicorn of Lust, would have known! Eee hee hee...”

“Known what?” cried Amber incredulously, the glowing tongues around Twilight almost flickering out.

“That’s... ooh, Faust that’s good,” breathed Twilight, her body shaking with desire. “But... hee hee! This little dance we’re doing, this holding back - OH YES! Ahh... pardon me,” she giggled again as Amber growled at her. “Keeping myself balanced on this delicious edge?”

Twilight thrashed her head, her mouth open and panting, every sultry breath showing how very close she was to succumbing... and for the first time, how very far. “This is... ah, yes, more! ...my FETISH!”

Amber stared at Twilight in utter incomprehension. “Wh... what?”

“And as good as you are at this,” continued Twilight as she pressed herself harder against the cock between her legs, “Oh, and you are very good... hee hee!”

She opened her eyes and caught Amber’s gaze as she whispered, “Celestia’s better!”

Amber’s eyes widened in fury, and her horn flashed harshly. Twilight gasped in pain as the cock was abruptly wrenched out of her before the magic that sustained it disappeared. As she tried to get her breath back a hoof struck her hard across the face.

“THAT WAS SIX HOURS OF MY TIME!” Amber shrieked, trembling with anger and malice.

Twilight, still reeling from the extended arousal session, wanted to shrink back in fear from the insanity she saw in Amber’s eyes, but she forced herself to hold her ground. “You are not getting the Element of Magic!” she shouted in Amber’s face. “My friends are going to kick your plot and rescue me! Just give up already!”

For a second it looked like Amber Dawn was going to murder her then and there. However, she sighed and visibly relaxed, a smug grin stealing back onto her face.

“Oh my dear Twilight Sparkle,” she chuckled softly, though there was distinct venom in her voice. “You had to choose the hard option....”

“I’m not going to let you succeed with your plan!”

“Plan A, clearly not,” Amber mused. Her horn shimmered, answered by a metallic squeaking sound from the shadows. A simple dressing mirror on wheels rolled into view. “But there is really nothing you can do about Plan B.”

Twilight looked at the mirror skeptically. There didn’t seem to be anything odd about it to her; it was just a mirror so far as she could tell. She would have scanned it magically but with Amber watching her she knew it would only cause her pain. All she could do was wait as Amber walked up behind the mirror and tapped the top rim with her shimmering horn.

Twilight peered at her reflection in the mirror, feeling nothing. Then Amber spun it on its stand, and it felt like the image in it yanked at her insides. As her reflection came back around there was a bright flash of light that made Twilight wince and close her eyes.

Meaning to examine her reflection again, Twilight tried to open her eyes and found that she couldn’t. A spark of fear ignited within her, and she tried to struggle but found herself unable to tell where her body was, let alone move it. She heard Amber whisper, “open your eyes” and suddenly she could.

All Twilight could see was her own reflection, and it fanned the fear in her to a sudden flame. In the image her jaw was slack and her eyes vacant, and she drooped in her bonds. She consciously worked to move something, cast a spell, anything - even just twitch a facial muscle - to no avail. Only her years of magical training allowed her to keep her mind from frantically spiraling into despair.

“Can you hear me, Twilight Sparkle?” Amber drawled.

“Yes.” Twilight heard her own voice, though she hadn’t willed herself to speak. Her thoughts whirled helplessly. No no no no no, this can’t be happening!

Amber Dawn smiled in satisfaction. “Now, twitch your wings.” Twilight felt her wings involuntarily move. “Excellent.” Her horn shimmered, and the shackled holding Twilight opened, her body dropping down to land clumsily on all four hooves.

“It’s inconvenient that I cannot use the Element of Magic,” Amber said. “So I will have to be content with nopony using it. However, you’re coming to Canterlot with me. We have some unfinished business with a certain tyrant.”

Fluttershy sat on a rampart of the upper castle, watching the continuing chaos rolling through the city below. It was the third day of Amber Dawn’s declaration, and as she had promised the mass orgies and rioting continued, presumably across all of Equestria. To Fluttershy it seemed strange that she would command such a meaningless act, whose only result appeared to be causing random, easily reversible damage. A gathering of unicorns could easily use repair spells to undo almost all of it, and Amber had said that no mares would become pregnant.

I just don’t understand, she thought. How can anypony be so cruel and so considerate at the same time? It just doesn’t make any sense....

“Troubled, fair Fluttershy?”

The pegasus jumped in surprise, then relaxed as she recognized who had joined her on the rampart. “Princess Luna! Um... yes, just a little.” She shook her head. “Well, a lot.”

Luna nodded. “Understandable,” she said, walking up to Fluttershy and sitting down next to her. “You must have quite a bit on your mind. Care to share your concerns?”

Fluttershy was stunned. “I would... that would....” she stammered, then voiced her doubt. “But aren’t you angry with me like everypony else?”

The princess shrugged. “My sister says that she is pardoning you for your crime, and that you are owning up to your guilt as well as making reparations. That is quite enough for me; I trust her word implicitly. And besides,” she smiled sheepishly, “she pardoned me for much worse. Clover the Clever once said, ‘Let the pony that has never gone to war be the first to lift a lance.’”

“I think I understand that,” said Fluttershy, falling silent as she pondered. After some hesitation, she said quietly, “I actually have a question for you, Princess.”

“Ask away, and please... call me Luna.”

“Of course, Luna.” Fluttershy took a breath. “When Amber tried to convince me that her... first offer was not immoral, she said that... well, that you and Celestia already control everypony’s... urges with the sun and moon,” she finished, her cheeks pink.

Luna’s eyes widened and her hoof shot up to suppress her giggles. Her wings spread slightly as her attempt failed utterly and she began to laugh outright.

“Um, Princess Luna?” Fluttershy asked, trying to remain patient even though the laughter stung.

“Oh yes, forgive me fair Fluttershy,” Luna apologized, her chuckles falling away, though her smile remained. “No, we really do no such thing, though I can see why it was so easy for her to sell you on that lie. Ehem.” She looked at the pegasus beside her and said, “Fluttershy, do you know why Celestia and I control the heavenly bodies?”

Fluttershy opened her mouth, only to stop when she realized, “Actually, I don’t! Do you... need to control them?”

“Well, yes and no.” Luna’s voice was cool and even, though there was a brief flash of anger in her eyes as she looked up at the reddish moon above them. “Current events aside, the sun and moon will naturally move without our magic in such a way that would basically sustain life. Such was the design of the Holy Empress Faust: She made all of creation inherently self-sustaining, though of course not unchanging.” She waved a hoof across the view, encompassing the whole of Equestria with a simple motion.

“However, nature as it occurs by itself is not always hospitable to ponies. In any other nation, the weather happens as it will. Here in Equestria, as with all places that ponies have occupied, the weather is under pony control. It is both an art and a careful science that demands concessions to maintain balance, but at the end of the day it means stable crop yields and minimal natural disasters.

“Ponies made the effort to involve themselves in the movements of the sun and moon because both are immensely powerful magical loci. Specifically, the energies they radiate can interfere with the weather control spells so necessary for us to thrive. To harness the energy and counteract this effect, we move the sun and moon, even though the path that we set is exactly the same as the natural route they would take.”

Turning to look at Fluttershy once more, Luna smiled as she continued. “Now, to address your original question, the sun and moon themselves do have a significant role in everypony’s estrus cycle. However,” she said with careful emphasis, “our magic never affects that cycle, because their actual movements are the same as if we simply let them be.”

Fluttershy nodded, then glared at the stone beneath her. “So she lied to me about that too,” she muttered bitterly.

Luna pursed her lips. “My dear pegasus, what difference does one more lie make?”

“I trusted her, Luna!” Fluttershy cried, just barely managing to hold back her tears. “She acted like she cared about me! I thought that she had brought me together with my true love! I thought... I thought she was nicer than any other pony I had ever met!”

Luna shrugged again. “Then you were a fool. In that, though, you are assuredly not alone in Equestria.” She shuffled closer to the pegasus. “Tell me something. In retrospect, did you ever disagree with Amber Dawn?” Luna grinned when Fluttershy shook her head. “I thought not. And do you ever disagree with your friends?”

“Well, yes,” Fluttershy admitted. “I get frustrated with Applejack when she tries to help me recover my animals because she just keeps scaring them off. Rainbow Dash is even worse; sometimes I think she does it on purpose. Pinkie Pie doesn’t let me get a word in. I enjoy my visits to the spa with Rarity, but she keeps going back for seconds, and it gets embarrassing for both of us. And Twilight... well, if I wanted to memorize ancient pony history I’d read the books myself!” She brought her hooves up over her mouth. “Did I just say all that?”

“You did,” Luna answered with a warm smile. “And you have illustrated the essence of a quality relationship. Their flaws stand out to you as much as their strengths, and you accept and appreciate them anyway. This is true of not just friendships, but family, lovers, partners, co-workers, really any relationship that two or more ponies care about. That’s what makes it possible for ponies to fight and disagree, or even do things that are reprehensible such as promoting bigotry against homosexuals and bisexuals, yet still protect and even love each other.”

Sighing deeply, Luna’s gaze returned to the night sky. “I remember what that era was like. Equestria is far better off today. But I know that the poor attitudes of that time are not entirely gone. And in one respect I’m glad.”

Fluttershy’s eyebrows perked. “Glad?”

Luna turned and looked evenly at Fluttershy. “Yes. Amber Dawn lives in a fantasy world where nopony has any problem with anypony’s differences, and bad attitudes are immediately solved with government force or coercive magic. The idea that everypony’s civil rights would be protected instead of trampled upon is wonderful, but what Amber is ultimately proposing is the actual essence of tyranny, despite her claims that my sister has abused her power.”

Luna scowled. “Amber wants to be an autocrat who makes the laws, enforces them, and passes judgment. Certainly not what Celestia and I want for Equestria, let me tell you that fair Fluttershy! We must consult with the nobles before making laws, and we strive to appoint fair and knowledgeable judges to determine appropriate sentences, and that only when guilt has been proven. We are only absolute in our responsibility to enforce the laws that exist, or to choose absolution when it is clearly warranted, as in your case.”

Fluttershy squirmed as the weight of Luna’s words settled in. “Amber wouldn’t be nearly as generous, would she?”

“Not at all.” Luna stood up, prompting Fluttershy to do the same. “Try not to let her confuse your loyalties, fair Fluttershy,” the Princess said, not unkindly. “Trust in your friends and community; they have never failed you before.” With a final small smile she launched into the sky, resuming her patrol of the castle and environs.

Feeling bold in light of Luna’s words, Fluttershy hopped off the parapet to glide down to the courtyard. The tension that had been visible on her face and in the tightness of her wings had faded as she absorbed what she had learned. She still trembled a bit at the thought of what was to come, especially with Rarity, but the calm smile on her face reflected the confidence and hope in her heart.

“Hey, Fluttershy!”

The yellow pegasus looked up to see a familiar face. “Rainbow Dash!” She paused in midair to wait for Dash, and together they flew down to land in the courtyard. As they furled their wings Rainbow sat down and opened her mouth to say something, but nothing came out. Fluttershy waited patiently; she knew what it was like to try and speak her mind when the words wouldn’t come to her.

“Fluttershy... I, um....” Rainbow stammered.

“Yes?”

The blue pegasus shut her eyes tight and shouted, “I’m sorry!” She opened one eye to gauge Fluttershy’s reaction, and seeing that she was merely surprised Dash sighed and visibly relaxed.

“What you said earlier... about me... all of that is true,” she continued reluctantly. “And I understand why you said you got bad ideas from me. What I did to you was wrong, leaving you so suddenly and all. I was just so... ashamed.”

“Ashamed?” asked Fluttershy, compassion dispelling any anger she once had at her friend. “What in the name of Celestia for?”

Rainbow Dash swallowed hard. Her eyes were somewhat watery but as Fluttershy watched she gulped and wrestled herself under control. “I have a problem, Fluttershy. I’ve been diagnosed with compulsive sex addiction.”

Fluttershy gasped in shock as a cascading flood of memories suddenly made more sense. “Oh Dashie, I’m so sorry!” she squeaked. “When did you find out?”

“About three months ago, actually,” Rainbow replied, her eyes downcast. “The urges were getting so bad by then that I just had to go see a doctor. I thought I was just horny all the time, and apparently that’s what it started out as. He said it’s a psychological thing that I must have acquired in the past few years from pushing myself so hard, then trying to use sex to relax. My body’s just gotten so used to that feeling that it’s like a drug to me now....”

Rainbow saw that Fluttershy was on the verge of crying and held up a hoof. “Hey, none of that! It’s alright. I’ve been getting help. The doc says that if I try to not shag everypony in town every day I’m going to get better. It’s tough, believe me.”

She offered up a crooked grin. “I thought training to be a Wonderbolt was hard; this takes a lot of discipline! I’m just lucky that I didn’t get it really bad like some ponies do. And like I said, I really think this is something that I can deal with.”

With a deep sigh she continued, her wings drooping slightly. “Thing is, Fluttershy, I wasn’t dealing with it right until after I heard the diagnosis. I just thought that I was really hard up, and... well, you know how full of myself I can get? I decided that since I kept saving the town with you and the other girls, everypony owed it to me to help me out.”

Rainbow Dash hung her head, looking much smaller than usual. “I felt like such a big shot. I was using other ponies, but I was cool with it. Besides, ‘they’re having a good time so what’s the big deal,’ right? Well, I ended up using you, Fluttershy, and that was not cool. I tried to pretend like it was nothing, that I didn’t care...”

Rainbow swallowed hard. “...and the worst part is that until you said something, I succeeded.”

Fluttershy hesitated, unsure how to respond to such a bombshell. She wanted to say something reassuring, but didn’t think that’s what Rainbow wanted or needed to hear. Finally she looked inside herself and found the strength that Celestia and Luna had helped her grow. “Look, Rainbow... you can stop worrying about it. I forgive you. I just... I just hope you’ll forgive me, too... if that’s okay with you.”

“Fluttershy, you’re probably the only pony I know who asks for permission to ask to be forgiven,” Rainbow chuckled. “And the answer is yes, and also thank you. We’ve both obviously done some screwed up things, but that’s life, right?”

“You could say that,” said a gloating voice from above them.

Both mares’ eyes widened in terror as they turned toward the sky. The moon was blotted out by orange wings as Amber Dawn swooped over them. “Good evening, my little ponies,” she chuckled. “Pleasant night, isn’t it? The air is ripe for... regime change.”

The arrogant words cut through Rainbow Dash’s fear, and she glared at Amber, her wings flaring as she pawed the ground. “Not today!” she growled, shooting past Amber into the sky. After several excruciating seconds, Fluttershy saw a Sonic Rainboom fill the sky and a rainbow streak race down toward the earth. Amber watched the whole process with a bemused expression, and as the pegasus blasted closer her horn began to shimmer.

“TAKE THIS!” Rainbow yelled at the top of her lungs, spinning into a kick backed by all the power of her Rainboom dive. Just before she reached Amber a red forcefield appeared between them, deforming under her hoof. She pushed on, her body jittering as she fought to break the shield, sweat breaking out on her forehead.

Amber watched calmly as Rainbow Dash struggled, though her smile faltered when she realized that the field wasn’t outright repulsing her attacker. Her eyes widened in alarm as she saw a crack in the barrier appear under Rainbow’s hoof.

“C’MON BREAK ALREADY!” Dash shouted pleadingly and angrily through gritted teeth.

“Ha! You wish!” Amber retorted, the glow of her horn intensifying. She grunted and the forcefield flashed, blasting Rainbow away into the sky.

“Rainbow Dash!” Fluttershy screamed, her fear fading to relief as Dash recovered from her spinout easily. A moment later she shot back to Fluttershy’s side, a smug look on her panting face.

“Hah!” Rainbow spat at Amber. “A little more altitude and I would have totally nailed that!”

“Now, don’t get too cocky, partner!” Applejack galloped into view from the other side of the courtyard, with Pinkie Pie, Rarity, Celestia, Luna, and Cadance right behind her. “Ya did great though - Princess Luna saw everything and was able to round us all up while ya kept her busy!”

“Of course I did,” Rainbow replied with a wide grin as she exchanged a hoof bump with Applejack. “I’m awesome!”

The mares all took their places in a staggered formation, the four spell casters in the back guarded by the earth ponies. Fluttershy stepped to the side, ready to assist the injured and hoping not to be needed.

“We meet again, Amber Dawn,” Celestia greeted impassively. “It has been quite a long time.”

“Nearly ten centuries,” Amber replied in a cold, cutting voice. “Almost a thousand years away from my homeland. A thousand years in unfamiliar, sometimes hostile lands. A thousand years without the full measure of my magic... which is my very being! That is quite a lot of time.”

“You earned every moment of it, Amber Dawn,” Celestia stated in that too still voice. “Though you may not believe it, I have always respected your cause. What I do not respect are your methods: Pain, coercion, and even death.”

“‘Respect my cause?’” Amber snorted derisively. “Cowards do not possess the ability to respect. You threw my cause to the dogs at the first sign that your reign was threatened. The irony is that in cowering at the possibility of a civil war, you earned yourself a real one.”

Celestia shook her head. “A ruler’s obligation is to the stability of the realm. You know that I didn’t throw your cause to the side, I postponed its realization--”

“I am not here to rehash these arguments!” Amber interrupted hotly. “You are a tyrant and a collaborator with bigoted plutocrats, and you will be removed in the name of the people.” Her eyes narrowed. “You have two options, and both end in your death: Stand your ground and be annihilated in a battle that will no doubt ravage Canterlot, if not worse. Or surrender and be tried and sentenced to the execution you so richly deserve. Do so and I will ensure no other pony gets hurt.”

Her calm demeanor slipping, Celestia glared at Amber. “Even now, when we could find a way to work this out, you choose death as your only two options.” Her horn began to glow. “I’m sorry, Amber. I never meant it to come to this. I loved you then, and in spite of all you’ve done I love you even now. But this madness must come to an end. Please... please, Amber--”

Celestia shrieked in pain, whatever magic she had been calling dispersed as Amber’s horn lit up. “Don’t, just don’t!” Amber snarled, fury etched on her every feature. “You presided over two hundred years of legalized lynching, dismemberment, and murder, and nopony has paid for--”

Amber ducked her head, a beam of blue energy just barely missing her. She looked down at the glowering Luna with a twisted smile. “You are quite loyal to a sister that locked you away on the moon for ten centuries.”

“At least after all these years I have loyalty,” Luna scoffed in retort, standing close to her sister.

Amber’s horn shimmered intensely as she built up an attack. “Familial loyalty is a petty excuse for lacking a sense of justice!” she yelled. She fired a sharp-edged beam of crimson energy at Luna, who rolled to her left to avoid it. The beam struck a stone statue and shrapnel went flying, and Fluttershy, Rarity, and Cadance all cried out in pain as they were cut.

“HEYAAA!!!” Applejack shouted, her powerful legs launching her straight to where Amber hovered, turning in midair to deliver a double-hoof kick. With no time to raise a force field, Amber opted to dodge and spin into a kick of her own. Applejack managed to turn and bring her forehooves up to block the brunt of the attack, somersaulting back to land on her hooves in the courtyard.

Applejack’s attack had given the three princesses time to safely charge up their own attacks without fear of Amber’s cancellation spell. They began firing their attacks with staggered timing, forcing Amber to focus most of her energy and attention on shielding while giving themselves the freedom to draw up more magic. Rainbow Dash shot up into the sky again, preparing another Sonic Rainboom.

Meanwhile, Pinkie Pie pulled out three of the actual cannons she had demonstrated earlier. “This one is for making Fluttershy cry!” she shouted, lighting each fuse in quick succession. The cannons fired, their fire and smoke coinciding with an energy bolt from Celestia and Rainbow’s Rainboom Kick.

Though projectiles and mare were all repulsed, the shield cracked and shattered. Amber was staggered backward in the air, directly into the path of a magical blast from Cadance. Everypony gasped in horror and frustration as the Elements of Kindness and Generosity glowed, causing Cadance’s attack to flicker and vanish.

Amber tossed her head, and the crown she wore glinted in the red moonlight. “These two Elements are not just a source of raw power you know,” she smirked, her horn glowing as she prepared her next assault.

Invisibly, Discord watched the battle with a jaundiced eye; so much fuss and bother was turning out not to be quite as amusing as he had hoped. His wandering gaze fell upon Fluttershy, and his eyes darted from her tear-stained face to the bleeding wound on her leg.

He brought his claw to his chin, considering; he had been through so much in dealing with her, and not all of it good... and he also remembered all too clearly the story he had overheard of what Amber had done to her. As he watched she whimpered, favoring her hurt leg, but grit her teeth and stood in spite of the pain she was obviously in. His expression unreadable, his eyes lingered on Fluttershy for a long moment before he snapped his fingers.

A deep chuckle rolled from Discord’s throat as he appeared behind Amber Dawn. “You know, little alicorn, I’m surprised at you,” he rumbled over her shoulder. “I spent most of the last thousand years in stone, and even in just the short time I’ve been free I managed to learn something new. You spent the last thousand years scheming and plotting and I’m not sure you learned a bloody thing.”

Amber rolled her eyes and did her best to ignore the draconequus as she dodged and blocked a volley of bolts and cannonballs. She continued to gather power for her attack even as the alicorns arrayed against her continued to harry her.

“What did I realize, you ask?” Discord continued casually as he easily followed behind Amber. “Well, I shall be uncommonly kind and tell you. Just think: another chance to learn, though it will probably be wasted. Now where to begin?” He tapped his chin, pondering.

“Ah, yes!” he said said as if suddenly realizing a profound truth. “It’s simple, really. I’ve never been one to have a lot of friends; it just wasn’t in my nature, or so I thought. I still don’t have many. In fact, I think it’s safe to say I only have one.”

“I can’t believe this,” Amber hissed as she narrowly avoided another series of attacks, looking a bit harried but still confident.

Discord clearly heard her, as he raised the volume of his grand speech. “Just one gentle, annoying, patient, frustrating, and oh so very kind friend. Who you used... no, let’s not bandy words about here, shall we? Who you mentally raped, causing her to betray the mare she loves, and breaking one of the sweetest hearts I’ve ever known.

“And so, congratulations! You're very creative, little alicorn. Powerful, too! I'm impressed! But," he said, his chuckle dying away as the yellow in his eyes darkened to molten sulfur, "I’m afraid you’ve stepped over the line, and I’ve decided that your little display of chaos here, while amusing at first, is no longer... fun."

The air shifted strangely around Discord and in a blink he was right behind Amber Dawn, snarling as he reached out with claw and paw. There was a disturbing wrench as he grabbed hold of the warp of reality and pulled....

Chapter 8

There has to be something I can do, Twilight’s voice echoed within a corner of her being. Her body was circling the outermost perimeter of Canterlot, still disobeying her mind’s commands. She had puzzled out what Amber Dawn had done, though it hadn’t yet helped her figure out what to do about it. Her conscious mind had been compartmentalized and sealed away, replaced by some artificial thought-form that was subservient to Amber’s commands.

Twilight could sense that foreign entity within her, a presence devoid of emotion or any sort of independent thought. Its only concerns were tapping into Twilight’s magic and following whatever orders it was given by its controller. As she pondered said presence, Twilight felt it respond to a summons; Amber Dawn was being threatened and required support.

Her wings flexed in a turn as she raced towards the castle at full speed. It was a little while before she could see what was going on, but soon several ponies came into view. Her friends and the other princesses were in the courtyard, fighting Amber, who was hovering in the sky building up a shield. Right behind her was none other than...

Discord! I never thought I’d be happy to see him. He can totally kick her plot... oh wait... uh oh.

She felt the entity within her begin a spell, and her horn started to build up a powerful charge. It was pulled entirely from her reserves as the foreign mind could not draw from the Element of Magic, but it was certainly enough to be a problem, even for a demigod like Discord.

In her mind she screamed helplessly. DISCORD!!! WATCH OUT!!!

As Discord was finishing his speech, Rainbow Dash saw something purple streaking toward him and Amber. “LOOK!” she exclaimed in joy.

Everypony else saw it too. “Twilight’s escaped!” said Rarity while Pinkie yelled, “Woo! Go get her, Twi!”

Their joy turned to dismay as Twilight's horn erupted in a blast of purple magic that streaked not at Amber Dawn, but toward Discord. Caught by surprise he looked up at the last second and muttered, "Oh, bollocks," before yelping in pain as the bolt struck home.

Amber Dawn paid no heed to Twilight or Discord other than to widen her smirk. Her shield complete, she lit her horn with an angry red glow as she prepared another attack.

“...uh oh....” Fluttershy whimpered.

“WHAT THE HAY?” Applejack shouted. “Twilight, yer aim’s off! Shoot Amber, not Discord!”

Twilight did not respond to Applejack or any of the other suggestions shouted up at her, instead charging a second blast and firing at Discord, who barely managed to dodge. Her face showing no emotion, Twilight continued her assault, forcing the draconequus to retreat.

“Forgive my crudeness, but WHAT IN TARTARUS ARE YOU DOING TWILIGHT SPARKLE!?” Discord roared. He received no reply as Twilight sent a flurry of magic bolts his way.

“Fine! I’ve always wanted to try myself against your abilities anyway!” His eyes glowed brightly as he returned fire with a flurry of gold bananas. The clash of their attacks against each other caused a series of firework-like effects, though this was of no comfort to anypony.

As Discord struggled with the eerily silent Twilight, Amber fired the beam she had been charging. This one was aimed not at the ponies below her, but at the stone walls above and around them. Wherever it struck the rock shattered, landscaping and ancient stone collapsing in a huge landslide.

Most of the mares dodged quickly away, but the three princesses were right beneath. With a cry Celestia shoved Luna and Cadance out of the way, but a heavy stone struck her side, stunning her long enough for a tumble of rocks and gravel to half bury her.

“SIS!” Luna shouted, scrambling back to where Celestia lay whimpering in pain. In her panic, she did not see Amber’s next hastily cast bolt, which while less powerful than the previous one, was enough to knock her to the ground. She slid a few feet and lay there, moaning.

“Nopony else is getting in my way,” Amber hissed, preparing a deadly spell. “Nopony will stop me.”

“WRONG!”

Fluttershy darted out to stand in front of where Celestia lay, shielding the princess while Applejack and Rainbow Dash scrambled to free her from the debris.

“I let you hurt one of my friends once!” she yelled hotly, “and I won’t let you do it again!” The tremble in her voice smoothed as she spoke, and she leveled the power of the Stare at Amber.

Disconcerted but by no means stopped, Amber glared at her. “Fluttershy, I am grateful for what you did for me,” she said with a cold fury, “but my patience is running its course at this rate. If you don’t back away right now, you will share the tyrant’s fate in full.”

Before Fluttershy could respond, a dainty white hoof was laid lightly on her shoulder. “Then that’s going to be two ponies going down with Celestia!” Rarity retorted proudly.

Amber Dawn looked at the unicorn incredulously. “You would die with the mare that used you for sex and affection? Why?”

“Hmph! As Princess Luna said, you have a lot to learn about loyalty!” Rarity chuckled brightly. “Before Fluttershy... did what she did... she was my best friend, and I assure you that I could ask for no better. And the fact that she is here, putting her life on the line to stand up to you, proves that no matter what, she will ALWAYS be my best friend!”

“Rarity...!” Fluttershy gasped, her eyes brimming with tearful appreciation.

“You girls tell her!” Rainbow shouted as she and Applejack struggled with the rubble. Cadance, and Pinkie Pie scrambled to help as off to the side Luna pulled herself to her hooves.

Amber’s face contorted in rage. “FINE, THEN SUFFER AND DIE TOGETHER WITH THE TYRANT!” she shrieked in a thunderous voice, her horn glowing crimson more intensely than ever. The crown of Elements on her head glowed brightly and the mares below thought that they were doomed... until they saw the crown shatter into a cloud of gold particles.

“WHAT?” Amber exclaimed, feeling the sudden loss of power. The particles raced away from her, straight toward Fluttershy and Rarity. There, they reformed around their throats in their familiar shapes, the two gems glowing brightly.

“Oh my!” both mares said simultaneously. Before they could react any further, they felt a massive surge of energy. Rainbow, Applejack, and Pinkie Pie gasped in unison as their Elements woke to the call of the two that had been restored. Knowing that there was no point in disagreeing with the Elements of Harmony, they surrendered themselves to the magic. The five gems all fired coruscating beams aimed straight at the crown on Twilight’s head.

The Element of Magic awoke at the touch of the other Elements, and Twilight’s eyes flashed white. The entity in her mind was taken apart by the flood of magic, and she cried out in joy as she realized that she could once again control her body.

Before she could revel in her relief, all the Elements gathered together to surge once more, and twin rainbows spiraled from her, one toward moon and the other over the horizon where the sun lay hidden. The sick red color on the moon was washed away in a flash of multichromic light that reflected back over all the lands below, stilling the riots everywhere it fell. Once the moon was cleansed it sank down to be replaced by the blazing sun.

“Oh buck,” Amber muttered as she felt the last shreds of her control over the ponies of Equestria slip away. When she looked back to the courtyard she recoiled in shock at the sight of Celestia, her strength bolstered by the influx of sunlight, shaking off the last of the rubble and staring up at her in cold rage.

Celestia crouched, her wings spread wide, then leaped into a flying charge, leaving a single bloody hoofprint on the flagstones. Her horn flared in eerie silence as she took to the air toward Amber Dawn, the light in her eyes and the set of her jaw eloquently expressing her rage. The two alicorns met in the air with clashes of lightning and the sound of falling mountains.

Luna and Cadance watched the airborne battle with worried faces, unwilling to attack when they might hit Celestia. Twilight darted away from Discord, calling out an apology, and he was so surprised that he simply let her go with a thoughtful frown. She flew down to the courtyard, stumbling with fatigue as she landed.

“Twilight!” her friends exclaimed, rushing over to hug her.

“Oh I’m glad to see you girls!” she sighed. “That royally sucked!” As the hug broke, she looked to Fluttershy and Rarity with a wide smile. “I’m also grateful the two of you made up so quickly!”

Rarity smiled grimly, thought she bumped Fluttershy playfully with her shoulder. “Well, I can’t say we’re entirely reconciled, but Fluttershy did manage a nice little apology earlier. I still expect quite a few more.”

Fluttershy smiled, saying nothing. Her expression changed to shock when she saw Celestia land heavily on her hooves in the courtyard, causing the stone beneath her to crack. The Sun Princess was panting heavily, and she grimaced at large singe on her right wing.

Right behind her, Amber Dawn landed several wingspans away, breathing hard and slightly favoring one leg but otherwise seeming unaffected by the battle. She glared at the other mares as they assembled, Twilight, Luna, and Cadance flanking Celestia supportively.

“What, do you expect an apology from me, too?” Amber snarled in a low voice. ”You have undone much of what I wrought, but I am still unbowed. You may think that many of the actions I have taken in the past month were morally reprehensible, but all that I have tried to do is rid Equestria of the cowardly tyrant before me so that everypony can be free.”

“Then you won’t mind what I’m about to do to you.” Discord hovered down behind her, his eyes glowing sulfur again.

Amber rolled her eyes and muttered, “Oh, do shut up!” as her horn flashed briefly. A box popped into existence around the draconequus, its walls covered in elaborate blue and gold patterns.

Recognizing it, Twilight frantically shouted, “Discord! Whatever you do, don’t--!”

The box vanished into thin air. “...cast magic,” she finished, then turned back to Amber with an incredulous look. “How in the name of Faust did you get the Box of Palderias?”

Amber’s grin widened. “I'm impressed, if not completely surprised, that you recognized it, Twilight. The Holy Felonian Empire came into possession of the Box a century before I moved there. Their people are mostly incapable of magic, and what do they have is more akin to Earth Pony magic. Thus were they able to retain it rather than causing it teleport to yet another location. With my contacts within the Empire, I was able to retrieve and control it.”

She looked at the space where Discord had been with a satisfied smile. “I’ve known for a while now that canny old bastard could be a potential problem one day and kept the Box in my possession in case he showed up to cause trouble. I’m sure he will eventually destroy the Box by overloading it, but that will take some time.”

She turned back to the other mares, her smile fading. “I will not go quietly into the night,” she stated solemnly. “You can fight me, you can even kill me. But I will not surrender or flee. I have spent nearly ten centuries preparing for this moment, to avenge the deaths of countless innocents. Equestria shall be free from tyranny or I will die.”

Celestia snorted, her eyes more grim than anypony living but Luna had ever seen. “You have made your choice, then, and given us none at all,” she growled, spreading her hooves for balance and tucking her wings in tight as her horn shimmered gold.

Luna’s expression was a mix of horror and resignation; she alone knew the extent of Celestia’s power and truly feared what could come of it. As she stood beside her sister with Twilight and Cadance, Applejack and Rainbow Dash flanked the alicorns, eager to do battle. Pinkie Pie was sneaking through a trench, her helmet low as she sought a spot for her cannons. Rarity and Fluttershy leaned on each other as they backed away from the fight, unsure how to contribute.

Amber Dawn eyed the ponies arrayed against her with a mad gleam in her eyes. “No matter what you do I will win,” she intoned. “If you destroy me I will become a martyr, and if my blood is the price of your downfall, then so be it!”

Small flames appeared in the corners of Celestia’s eyes as her horn blazed, the normally golden glow of her magic flaring to orange-red. Luna’s eyes widened in fear, and she brushed her sister with a wing, barely managing a choked whisper of, “No, Tia, not here..."

Celestia shook Luna off, the fire in her eyes spreading to spiral up her horn. “You have shed enough blood over the last thousand years, Amber Dawn. Martyr or not, I am done with you. This ends here and now!”

“Stop,” said a voice so quiet that it should not have spread so clearly through the courtyard. It penetrated even the electric tension between Amber and Celestia, who paused in their furious exchange. Everypony turned to see Cadance raising her head to stand straight and tall. A soft white glow surrounded her as she spread her wings over the ponies around her.

“Why should I?” Amber choked out past gritted teeth. Celestia, her horn still aflame, seemed inclined to agree with the question.

“Because this isn’t what either of you or anypony here really wants,” Cadance replied, taking a step forward. “Besides, I can still see the spark within you that Celestia fell in love with, and still loves in spite of her anger.”

Celestia shook her head as conflicting emotions warred across her features, and though she shot an impatient look at Cadance she held her peace. Amber, on the other hoof, had no such compunctions; she railed at Cadance, her voice echoing off the surrounding walls.

“More word games and sanctimonious tripe! I have worked to create a better world for my entire life!” Her horn flared as she prepared a spell, her wings shaking with the power she called.

Cadance’s eyes half-closed and she smiled sadly. “Then all I can say is I’m sorry, and I hope that together we can help you find a better way.” She glanced at Celestia, then looked at the Element Bearers imploringly. “Channel your magic through me.”

Tossing her head, Celestia snorted. “What are you doing, Cadance? This isn’t the time-” Her words were cut off by Luna’s cry as Amber’s spell started to take shape and a monstrous red aura of seething flame built around her.

Alarmed, Twilight nodded to Cadance and called upon the Element of Magic, focusing all her will and intent on aiding whatever she had in mind. The other Bearers followed suit, Fluttershy and Rarity’s beams twining around each other as they joined with the rest. Luna gently drew the still fuming Celestia back as Cadance took another step forward, her horn bright as the glow around her started to spread.

“Foul creature!” screamed Amber, “Defender of tyranny! Blasphemer against the aspect you claim! How dare you!”

Cadance lowered her head, her eyes closed as the white light of her magic solidified into an aura that encompassed her and the rest of her allies. Their faces all relaxed slightly as it closed around them, a measure of their anger and fear easing even as they fed it.

“Wise counselor,” Cadance said in a whisper that reached every ear as her aura flowed toward Amber Dawn. “Learned mage. Compassionate healer.”

Amber sneered at the declarations as her aura of burning hunger crawled across the courtyard, now only a wingspan from Cadance’s. “Meaningless titles you have conferred upon yourself!”

Opening her eyes, Cadance responded softly, “No. They are yours, Amber Dawn: Lover of ponies. Teacher of pleasure.” Her aura reached the red roil of Amber’s and pressed against it gently, seeming to exert no pressure, though it also gave no ground.

Howling with primal rage, Amber stalked forward, feeding even more energy into the beast of fury she had summoned. Her horn glowed incandescently as she unleashed the power she had been hoarding for decades, and the flame around her reared and struck.

Cadance faltered, crying out as the brutal malevolence of Amber’s spell sent tendrils of pain and fear through her aura in bloody streaks. Her thoughts flashed to Shining Armor, so far away; if only she could touch him! At that thought Cadance felt him in her heart, his calm presence tangible and steadying.

Far away in the Crystal Castle, Shining Armor looked suddenly to the south as he felt Cadance’s need. He had just enough time to command his guards to watch over him before he fell into a deep trance. The glow of his horn filled the room, and the shielding magic at which he was so adept appeared not around him, but within Cadance’s heart and mind.

The connection took long seconds, and all the while Amber’s dark magic spread through Cadance’s aura leaving cracks and tears like fresh wounds. It seeped through one the openings to leave a bloody burn on one of her forelegs, and she recoiled in pain as the malignant radiance made her legs weak. Tears sprang up in Cadance’s eyes as she groaned in distress, and the tranquility she had been summoning began to dissolve.

Just as her legs started to buckle, Shining Armor’s presence blossomed within her, and with fierce cry of joy she stood straight and spread her wings wide, her aura brightening. The tainted streaks faded from it as Shining’s love suffused her, and though her spell’s shape slipped and danced as it was struck, it was only in ways that shunted away the force of the attacks.

Taking a deep breath, Cadance continued her litany. “Decorated scholar,” she called clearly, now walking toward Amber with slow, sure steps. “Respected researcher. Elevated princess, who earned her title.”

Amber was shaking on her hooves, though whether from Cadance’s words or the effort she was putting forth nopony could tell. The swirl of fire and wind around her hid both the tears in her eyes and the set of her jaw as she poured more of herself into the manifestation of her wrath.

“Gifted and rightly praised. Adored and appreciated.” Cadance was a few steps away from Amber, her aura now bright and unbroken even as Amber’s fought it. “And ultimately, loved.”

“LIAR!” shouted Amber, her eyes streaming.

Luna bowed her head, feeling her bond with her sister stronger than she had since before her banishment. Celestia’s eyes were filled with tears, her anger fading as hope and remembered love surged through her.

With a final step Cadance looked into Amber’s eyes. “You are loved,” she breathed, the words flowing out to where the two auras warred.

Amber cried out as her aura shuddered and began collapsing, consuming itself as it contracted around her, the rising pressure forcing her to her knees. She raised her head and tried to scream out a final challenge, and at that moment a tendril of Cadance’s aura slipped through hers to gently touch her brow. Her eyes widened in sudden understanding, and she looked sharply at Celestia: The regal head bowed, a look of compassion and sorrow on her face.

The tenuous hold Amber had on the beast she had created snapped, and she closed her eyes as the blood red aura wrapped itself around her. Her frightened cry was cut off as it crushed the air from her lungs, then exploded in a maelstrom of destruction.

Cadance’s field shook and tore as the firestorm roared through the courtyard. Celestia and Luna fought with their magic to contain it, the flare of their horns bright and constant.

With a final crack of thunder the storm abated. As the smoke and dust cleared the ponies could see Amber Dawn lying in the middle of a blackened and smoking crater, still and bleeding from burns and cuts all over her body.

As they approached the edge of the crater Amber lifted her head weakly. Seeing them, she tried to use her magic, but nothing came to her. She dropped her head back to the scorched earth beneath her and let out a long, ragged breath.

“Is... is she alive?” Fluttershy said from behind Celestia, her eyes shut tight.

As if in response Amber stirred, then slowly stood on shaky hooves, her head down. She dragged herself to the edge of the crater and stumbled her way out of it, the ponies surrounding her watching warily. Amber raised her head to look from one pony to the next, her brow creased yet her eyes watery. “Once again I say, if you think that I’m going to suddenly ‘repent’ and surrender my cause... well, you’re wrong!”

She stepped towards Celestia on trembling hooves, trying to look intimidating but not even succeeding at meeting her gaze. “You stopped equal rights in its womb! You pardoned the houses of bigots! You... you....” Her voice fell away as she finally managed to bring her eyes up to Celestia’s, and the compassion she saw there, even after all she had done, unlocked the tears she had been holding back.

Amber Dawn fell to the ground at Celestia’s hooves, her face contorted with pain and sorrow. “Oh Tia!” she sobbed. “I can’t! I want to hate you, I should hate you! But I... I just can’t! I love you, even after all this time! And I’m just so tired of fighting.... Lock me away in chains, or just banish me again, I don’t care. I can’t do this any more.” She laid her head on her hooves, her tears falling freely.

Celestia raised her head, her eyes grave. “Amber Dawn,” she said formally, “You are hereby ordered into the custody of the Crowns. Your magic shall be bound, and you shall be confined under maximum guard until such time as you stand trial before the Two Thrones.

“You have fomented rebellion, incited to riot, committed magical coercion and mental rape, and have threatened the lives of the Diarchs and their Champions. You have broken the compact and betrayed the very reason you were made an alicorn. You have even tortured our beloved student, in dire and extended fashion.” Twilight ducked her head and blushed brightly, her wings fluttering as she struggled to control her reaction. “So what are we to do with you?”

Luna stepped close to her sister and leaned against her in support. Celestia sighed wearily and closed her eyes. “Many ponies would say there are no extenuating circumstances for your crimes, and we would generally agree. And yet... we know that you have not been in your right mind, and this has been so for a very long time. In this we admit our own guilt and complicity, for not seeing, and for not acting on this in an effective and timely manner.”

Amber shivered where she lay as exhaustion and frustration warred within her, but she said nothing as Celestia continued. “If our sister agrees, we will delay your trial pending completion of a comprehensive regimen of counseling, mentoring, and therapy, overseen by either or both of us or our agents as we see fit.” Celestia turned to Luna and raised an eyebrow.

Stepping forward, Luna spread her wings as she spoke, her voice ringing in everypony’s ears. “We see the wisdom in this course of action and agree with it in full.”

She lowered her gaze to the still cowering Amber, and her eyes softened slightly. “We have done despicable things ourselves, and even so have been offered forgiveness. Yours may be a long time coming, Amber Dawn, but we will not this day rule out that it could.”

Cadance stepped forward, looking a bit haggard from channeling so much energy. “I request your leave to speak, though this is not my kingdom nor my court.” When Celestia and Luna nodded in unison she smiled softly.

“I saw you, Amber Dawn, in the last moments before your spell collapsed. You felt it, didn’t you? And perhaps even understood?”

Amber nodded weakly, then laid her head back down on her hooves. “I did. It was... beautiful.”

“Then remember that moment above all else that has happened since you returned,” Cadance said softly. “Let it be a spark of hope within you. And if you need my counsel, I will make myself available as and when I can.”

“Thank you, Cadance,” sighed Amber. With an effort she got back to her hooves and looked up at the three rulers arrayed around her. “I don’t know if I deserve the chance you’re giving me, but I’m ready to face... whatever comes of this.”

“Let us take you to where you will be held,” said Celestia softly. As the four alicorns headed toward the castle, she turned back to face the other ponies.

“Thank you for your aid, my... my friends. I hope to have a chance to speak further with all of you soon.” She started to walk again, then looked back once more.

“And Twilight?” she smiled, watching her former student trying to fold her wings. “You’d better hold onto that until I have taken care of this little task.”

Twilight’s already agitated wings nearly popped fully open before she could regain control, and the red on her face threatened to ignite the air around her as her friends turned their questioning gazes on her.

“Aheh! Um... princess business,” she lied lamely.

“Hmf! Whatever,” Applejack sighed, rubbing her forehead. “Ah got the feeling Ah don’t really want to know anyway. Ah’m just glad that’s all over and done with! That is one crazy mare.”

“Oh, you have no idea....” Twilight muttered as her wings twitched anew. She shot a glare at Rainbow, who was still snickering knowingly at her little ‘inconvenience’ as they left the courtyard.

Epilogue

It had been a week since Amber Dawn’s second coup attempt, and Equestria was all but fully recovered. Her magic had indeed included sterility, so nopony was reporting any unwanted pregnancies from the three days of mass rioting and orgies. The physical damage to Equestria’s cities was mostly undone: Unicorns, many of which were from the Royal Guard, had been busy casting mass repair spells. Nothing of significance had ultimately been lost, just a lot of food and a variety of economic activity. Equestria had gotten off lucky.

Twilight Sparkle had taken a half-week hiatus to deal with the effects of her captivity. This had involved being alone in the library during that time, with Spike on an enforced “vacation”, which he served out helping Rarity in her shop. Princess Celestia was rumored to have been seen entering the library at one point, but everypony would have had to take Scootaloo’s word on it.

After her brief vacation and a medical checkup, Twilight finally felt confident that she wasn’t suffering from any lasting damage aside from a bruised ego. As she told Rainbow Dash, “it was worse than the time I was caught in King Sombra’s illusions.”

Upon returning to work she had learned of Amber Dawn’s fate via correspondence with Princess Cadance. Amber had been assigned indefinite house arrest and psychiatric care, with Cadance heading the effort. There had been no reports of resistance to her treatments, but unfortunately it seemed that Amber had fallen into a deep depression.

Twilight could only imagine the myriad reasons why, and despite the terrible things Amber had done, she felt sorry for her. It may have been their similar history and personalities, or perhaps Twilight was feeling particularly compassionate, but the pity was there.

As with everything, Twilight came up with a plan: Amber Dawn probably felt as though she was bereft of accomplishment or value to society, so somepony had to make her feel valued.

Thus, a week after Amber’s defeat, Twilight returned to Canterlot castle, two familiar mares in tow. Using the directions in Cadance’s letters, she quickly located the patient’s quarters: A single bed guest room in the east wing under heavy guard.

“Princess Twilight!” a lieutenant greeted her stiffly at the door. “We have strict orders from Princess Celestia to admit only personnel with top level clearance, no exceptions.”

Twilight pulled out one of the letters and handed it over. “This allows me and my guests to visit the patient,” she responded, meeting his formality with equal measure. “With Princess Cadance’s personal permission.”

The guard looked over the letter intently for the longest time before nodding. “You are clear, Princess Twilight.”

“Thank you,” Twilight replied graciously, and turned to her guests. “Wait here for now. I’ll call for you shortly.” Taking in a long, deep breath, she slowly opened the doors.

The room revealed was probably the least ornate in the entire castle. The walls were a gentle green with blue highlights, and a simple flower arrangement on a table near the door lent a spot of cheer. At the other end of the room, wrapped in several blankets on a couch that was set against the window, was Amber Dawn.

She didn’t seem to notice her visitor at first as she gazed vacantly out at the sky. Just as Twilight was about to start fidgeting Amber slowly turned toward her, eyes widening slightly as she realized who it was.

“Twilight Sparkle,” she breathed, and looked away with a sad smile. “This is an interesting circumstance, that a former captive would visit her captor of her own free will.”

“I wanted to see how you were doing,” Twilight spoke, ignoring Amber’s depressing words. “Cadance said that you’ve been making progress.”

Amber shrugged. “That is true. The megalomania is gone, that’s a certainty. My mind isn’t always on civil rights, or justice, vengeance, betrayal, that sort of thing.” She chuckled mirthlessly. “I don’t have to masturbate constantly anymore, either. The doctors said it must have been related to the megalomania.”

Twilight nodded. “Well, that’s all very good to hear,” she said, “but I was also told that you are troubled, too.”

“More like empty,” Amber replied, resting her head on her hooves. “I feel empty. For the first time in nearly a thousand years, I have nothing to work for or aspire to. It wouldn’t be so bad if I had accomplished something meaningful in all that time.”

“Well, about that,” Twilight continued, “I can’t exactly recommend a course of action because that’s Cadance’s job. But I can prove that you have made a difference.”

Amber sighed and shook her head. “Please don’t take this as disrespect, but I find that difficult to believe, Twilight.”

“Believe what you will,” Twilight said with a smile as she opened the doors more widely. “Come on in girls!”

Amber watched as two more mares joined them. One was a gray Earth Pony with violet eyes, a pink bow-tie, and a well-kept black mane. The other was a white Unicorn with a spiky two-toned blue mane, magenta eyes barely visible behind her sunglasses, and a white coat. Both had cutie marks indicating some talent in music.

“Amber Dawn,” Twilight announced, stepping to the side, “I’d like you to meet Octavia Melody and Vinyl Scratch.”

Octavia bowed. “It is an honor to meet the leader of the civil rights movement herself!” she greeted enthusiastically, holding out her hoof which Amber Dawn took confusedly.

“Yeah, likewise!” Vinyl added, seizing Amber’s hoof and shaking it vigorously.

“Um, thank you,” Amber replied, then repeated, “‘The leader of the civil rights movement’?”

“Well, yes!” said Octavia. “I mean, you weren’t a notable topic in school textbooks, but neither is the entire movement. They would usually say something like, ‘The era following the Exile of Nightmare Moon saw a continuation of distasteful social trends, though ultimately Equestria would evolve past those trends such as institutional bigotry against same-sex couples two hundred years later.’ Wow, I guess I really remembered that one!” She giggled and blushed.

“But anyway, anypony with an affinity for their own gender that wants to know who to thank for their freedoms reads up on Amber Dawn, the mare who was so fervent about injustice that she opposed the country itself.”

Amber had to shake her head, taken aback. “So… you two are a couple?”

Both mares nodded. “I’m not a reader like Tavi here,” said Vinyl, earning a small glare from Octavia, “but she really pushed me to do some about you! Did you really kill a hundred ponies all by yourself?!”

“Vinyl!” Octavia snapped with a deploring look, then smiled apologetically at Amber. “Anyway, I happened to be visiting the Ponyville library and couldn’t help but overhear Twilight mention you were here in the castle, so I volunteered to visit you and she said yes!”

“I… I appreciate that,” Amber said quietly. “Octavia… Melody, was it? The family name sounds familiar.”

The cellist grimaced. “Yes, I imagine it would. The House of Melody has been a wealthy musician family for much of Equestria’s history. Our earliest predecessor was a minstrel in the retinue of Princess Platinum. We had quite the line of bigoted patriarchs - very enthusiastic ones, I might add. My father himself had some silly beliefs,” she added, putting a hoof around Vinyl, “but he outgrew them when I brought Vinyl here home a couple years ago.”

Vinyl chuckled. “That was weird,” she said. “You know, I’ve been in Canterlot for most of my life. I only moved to Ponyville recently, but that city has more fillyfoolers than anywhere I’ve ever been!”

“Ugh, Vinyl! What have I said about that word?!” Octavia complained.

“What? You can’t avoid this stuff, you gotta take it and claim it!”

Amber watched with a growing smile as the couple argued over rhetoric. “So… would you say Equestria is safe for same sex couples?” she asked hesitantly.

“Oh yes!” Octavia exclaimed. “Safer than anywhere in the world, really, though given how a lot of the other nations are that’s not hard. Still, the worst I’ve ever gotten was a weird look in Appleloosa and having to argue a bit with my father. Otherwise, I’ve always felt safe and sound in Equestria. Even Manehatten of all places. You know, there’s a statue of you at the board school I went to there!”

Amber blinked. “W-what?”

“Yes, I had no idea it was you until I did a bit of research, but it’s quite a sight! Solid bronze, a little bigger than you actually are, part of a very nice fountain. I read that Princess Celestia commissioned it a few years after signing the Royal Civil Rights and Marriage Act..." she fell silent as Amber began sobbing quietly. “Are... are you alright?”

Getting no response other than more sobs from the bundle of blankets, Octavia murmured, “Oh dear,” and turned to Twilight with a confused expression.

“Sorry about that,” Amber choked out, drying her cheeks with the corner of one of the blankets. She looked at Vinyl and Octavia warmly.

“Thank you so much for being here, it means all the world to me. You’ve given me...” She sighed. “I just... I need to be alone now. Twilight, would you please stay a moment before you leave?”

Twilight nodded and mouthed her thanks to the couple. Vinyl and Octavia bowed briefly to Amber and walked out, the doors magically closing behind them.

“Thank you for bringing them,” said Amber quietly.

“Of course,” Twilight replied. “Even after what you’ve done... and especially for what you did then, you deserved to know what came of it all.”

Amber nodded, then fell silent. After a long look out the window she looked guiltily up at Twilight. “When you were in captivity under my... ‘care’, you mentioned that that Celestia indulged you in your... fetish. I take it that you two are lovers.”

Twilight was nervous at the direction of the conversation, but slowly answered, “...yes.”

“Please, don’t take my question as jealousy,” Amber chuckled. “I love Tia and always will, but that ship sailed into jagged rocks a long time ago. No, I ask partly out of curiosity. I’m not surprised, of course; you and I are actually quite alike.”

“I suppose we are,” Twilight answered carefully, though her lips twitched up slightly. “You said ‘partly’. What was the other reason you asked?”

Amber breathed in heavily. “I... would like you to promise me something,” she whispered, “and I hope that in spite of everything that has happened, you will make that promise.”

She looked up at Twilight as she fought back her tears. “Please... promise me that you will take care of Celestia for me? Watch out for her, comfort her, give her the strength. She... she needs it, and...” She waited, her lip trembling.

Twilight held up a hoof. “You have my word, so long as our love shall live,” she vowed.

Amber sighed in relief, dabbing once more at the corners of her eyes. “Good. Thank you for visiting me Twilight. It was... a lot more than I deserved.”

“Don’t mention it,” Twilight replied. She hesitated for a moment, but seeing Amber’s gaze return to the window she sensed that it truly was time to leave. As she stepped through the entrance and shut the doors behind her, she heard a single loud sob.

“...and seeing that I would have just kept teleporting all over the world, I flooded the Box with energy, causing it to shatter!” Discord exclaimed triumphantly, finishing his tale of his whereabouts since the battle with Amber Dawn.

“Fascinating,” said Fluttershy. “Discord... who was Palderias? I mean, it was his or her box.”

“Ah, Palderias!” Discord laughed. “Well, he was like me... one of those who were around when the world first began. Palderias was an interesting fellow, obsessive inventor type. Looked like a cross between a bat and a praying mantis... anyway, he made a lot of things like the Box. Some were fascinating, some were wonderful, and some actually made me a little nervous. Unpleasant fellow,” he scowled. “No manners. We didn’t get along... I once found myself in the odd position of defending Equestria from him!”

“Oh my. What happened to him?”

The draconequus smiled darkly as he stroked his beard. “Last I checked, he was still in Tartarus. The Princesses put quite a few of my kind there, and by their logic Palderias qualified more than most for that wretched place.”

Fluttershy swallowed hard and looked down at the ground. “Alicorns can be really scary.”

“You think?” Discord chuckled sardonically. “Now, why are you meeting with Rarity again?”

“I have another apology letter to deliver her.”

“GAH!” he spat. “Honestly, the first five apologies were enough, Fluttershy. Isn’t this the tenth?”

“As long as Rarity expects an apology, she’ll get one,” Fluttershy answered firmly. “Please, Discord, this is important to me.”

Rolling his eyes, Discord let out an exaggerated sigh. “Fiiine. Just reconsider by the twentieth at least.” He saw that they had reached the Boutique. “Well, here’s your stop. Good luck, Fluttershy.” And with a snap of his fingers, he disappeared.

Fluttershy stood in front of the door to the Carousel Boutique, once more gathering her courage. The everyday noises of the town gradually returned to fill the nervous silence that tended to follow whenever Discord visited Ponyville.

She pondered the last nine times she had been there and sighed. “This isn’t getting any easier,” she whispered, “but it’s all I can do for now. At least she keeps agreeing to see me.”

Fluttershy raised a hoof to knock tentatively on the door. Before long it was opened by Rarity, who stared at Fluttershy for a while before inviting her inside. Cringing at the cool reception she entered, doing her best not to let too much of her fear show on her face.

“Bide a moment,” said Rarity primly, “I am making tea.” She bustled about the kitchen, moving calmly and easily in stark contrast to the tension holding Fluttershy rooted to the spot.

Rarity came into the room, tea tray held by her magic, and stopped in her tracks, letting out a sigh. “Fluttershy, do please relax. I’m not going to yell at you or make you leave. Though if you’ve brought another written apology,” she said with a small, crooked smile, “I may have to ask you to keep it.”

Her eyes widening at the declaration, Fluttershy whimpered quietly. “But... but I thought you...”

“I know,” interrupted Rarity, “but please, just come sit with me and have some tea.” She set the tray on a side table and gestured to a cushion next to it with a hoof. “Please?”

Fluttershy nodded and complied, settling herself into a taut bundle next to the table. She accepted the teacup Rarity offered her with almost inaudible thanks and sipped it gingerly.

“Now,” said Rarity after a sip of her own, “let’s get this cleared up, shall we?” She turned and waited for Fluttershy to raise her head so she could look into her eyes. “First off, I am not denying or refusing your apology. I’m just... tired.”

With an effort Fluttershy managed not to hide behind her mane. “Tired?” she asked in a squeak.

“Yes, tired. Of this little dance we’ve been trapped in, of you looking like a kicked puppy whenever I’m around, and most especially of my own apparent inability to just sit down and talk with you like an adult instead of sulking like a petulant filly!” Rarity huffed daintily, tossing her coiffure.

Fluttershy’s heart skipped a beat and she blinked owlishly. “Um... I’m sorry, but... what?”

Smiling gently, Rarity reached out a hoof to tap one of Fluttershy’s. “Darling, I’ll put it simply: it’s my turn to apologize to you.”

Fluttershy’s cheeks pinked; it was the first time Rarity had touched her intentionally since they had fought side by side against Amber Dawn. “I... I still don’t understand,” she murmured.

“Oh Fluttershy, I’ve been an absolute boor! I’ve ignored you, snubbed you, and generally treated you poorly. Now before you protest,” she held up a hoof and Fluttershy, who had indeed been about to speak, subsided. “I am still upset about the choices you made when Amber was manipulating you, though I have - finally - gotten over my reaction sufficiently to really start thinking about... what went on between you and I, and what it really means for me.”

Confused but buoyed by a sudden glimmer of hope, Fluttershy contented herself with nodding in silence, mildly punctuated with a sip of her tea.

“Before I get into that, though, I have one question for you. I know I’ve shouted it at you before, but now I would like merely to ask and to hear your response.” When Fluttershy nodded, Rarity took a breath, then said quietly, “Why did you choose to let Amber do what she did to me?”

Fluttershy started to speak, then closed her mouth quickly, her brow furrowing in thought and her wings quivering with tension. She raised her eyes to see Rarity waiting silently, with no hint of rancor about her, and that gift of patience freed her mind and tongue.

“I’ve known you for years, Rarity, and since the day I met you I’ve admired you. Not just because you’re beautiful,” Fluttershy allowed herself the tiniest of smiles when she saw a faint hint of pink on Rarity’s cheeks, “but because you are strong and smart and capable. You put on a mask of haughtiness, but... but I know that your heart is huge, that you feel deeply, and that you give freely of your time, your talent, and yourself.”

Fluttershy’s eyes were damp as she continued, not noticing the answering smile on Rarity’s face or the shine in her eyes. “I don’t know when I first fell in love with you, but once it settled in it felt like I always have. I... I tried to tell you many times, but I was too afraid, and you spent so much time talking about your dream of a handsome stallion that I never thought... I never thought you could find it in yourself to look at me that way for a moment, let alone actually love me back.”

Fighting not to look away from Rarity, Fluttershy spoke past the tears that dampened her cheeks. “So when Amber told me that she could help me, and you, by... by bringing out your attraction to mares and increasing your libido, and that it wouldn’t change you, just make it possible for you to see me that way, I... I couldn’t say no. Even though part of me knew that I should.”

Fluttershy dropped her gaze and pawed at the floor with one hoof. “I’m so sorry...”

Rarity stared at her, unblinking, for several long seconds that passed like hours for Fluttershy. She turned her head and stared off at nothing for a while longer, then took a deep breath and let it out slowly. Shaking her head, she stood up and walked over to Fluttershy, lifting a hoof to tuck a lock of pink mane behind one yellow ear.

“Listen, Fluttershy,” she said in a voice softer than Fluttershy had ever heard her use, “I’ve been thinking a lot about everything that happened, and what you’ve just told me has helped me put the last few pieces in place. I have something to confess to you,” she took a deep breath. “I... I am not as straight as everypony might believe.”

Fluttershy went still, her eyes wide. “R... really?”

Rarity nodded. “I’ve been turning a blind eye to... myself, really, when it comes down to it. Oh, sure, I lean toward stallions, and finding a prince for myself is a dream I’ve carried since I was a foal. A foolish dream, perhaps, for one with more aspirations than breeding, but it was mine.” She sighed wistfully, though there was a hint of pain in her voice.

“That dream changed a bit when I finally started meeting stallions of so-called ‘good breeding’,” Rarity said with a wry grin. “I suppose they can't all be uptight, snobbish, self-centered twits, but there does seem to be a certain pattern. And then came you.”

“Me?” Fluttershy eeped.

“Yes, you,” replied Rarity with a warm smile. “You courted me flush with desire and full of flattery, and while perhaps I was... randier,” she said with a little shiver, “than I would once have imagined myself given your gender, I was certainly flattered and, if I am honest, even pleased.”

Fluttershy’s wings started to spread of their own accord, and Rarity looked at her sharply. “Now don’t get the wrong idea. I still have not forgiven you. I dislike being used, and while perhaps I understand it better now, the choice you made was very hard on me.”

As Fluttershy shrank back down into her cushion Rarity relented. “But I am finally ready to tell you this: though it still frightens me somewhat, I can see what you intended, and I believe in what you say you feel for me. So... slowly, carefully, and with utmost caution, I am willing to give you another chance.”

“A... a chance?”

“To court me. To spend time with me. To... to date me.”

Fluttershy stood up, her eyes wide. “Um... yes, please! ...if you’re sure that’s alright with you.”

“Just one thing: no sex!” said Rarity firmly as she held up a hoof between them. She grinned as she added, “At least, not at first. I don’t know when I’ll be ready for that. Let’s just start with dinner and maybe a stroll.”

Fluttershy nodded, her smile wide and happy. She took a half step forward, then paused. “Um... may I hug you?”

“Oh my dear Fluttershy, of course!” They embraced, resting their chins on each other’s shoulders. Rarity sighed in glad relief, then said very quietly, “In fact, if you wish, I... well, I would even welcome just perhaps the tiniest kiss. If you can keep those wings under control,” she added with a little giggle.

Almost vibrating with glee, Fluttershy lifted her head to look into Rarity’s eyes. She leaned in slowly, hesitantly, and planted a soft, quick kiss on her lips. One wingtip flickered, which both ponies studiously ignored.

“Thank you, Rarity. I... I love you”

Rarity smiled warmly. “I know.”

Ephemera

Disclaimer: All story materials were created before continuity was finalized and therefore do not necessarily reflect the internal canon of this fan fiction.

Some pony bard heard about this story and wrote about one particular part of it. (That bard was an avatar of SongCoyote.)

Alone within her cottage, Fluttershy
Sat by the fire, her quiet gaze cast down
Her usual cheer did sorrow underlie
For seeds of love were planted, but not grown
Her dreams were of blue eyes and pure white coat
And perfect purple mane coiffed cleverly
With diamonds on her flank that did connote
Her talent: finding treasure expertly
But this fine mare seemed far out of her reach
Her fondest wish: a stallion as a mate
And so our pegasus did help beseech
To win her love despite that she was straight

And so a spell was cast, a line was crossed
She won her mare, but reckoned not the cost

Non-Canon Tidbit 1

(This scene occurs on the ramparts of Canterlot Castle, at the end of the conversation between Luna and Fluttershy.)

Luna offered Fluttershy a small smile. “Trust in your friends and community; they have never failed you before.”

“Thank you, Luna.”

“Oh, and one more thing, if I may?” Luna said quietly as she looked into Fluttershy’s eyes.

“Of course!”

Luna cleared her throat, then spoke softly. "If you and Rarity should ever tire of each other, or if she cannot let go of her anger... I hope you will consider receiving my suit?"

"Your... suit?"

"I would court you now if I thought it meet," said Luna with a warm smile, "but I would never countenance interfering with a love that is already growing."

In Ponyville, BonBon had just stepped outside to take in the cool night air, her breath steaming and scented with Lyra. Her eyes widened as a new pink-red star shone near the horizon from the direction of Canterlot. How odd, she thought as it slowly faded out, that light feels warm from here!

Non-Canon Tidbit 2

(At first this was set down partly in dark jest, but it was retained because, well, there are some who might have preferred a slightly grimmer ending, though it’s not quite in keeping with the mood we, the authors, wanted for this story. Not to mention it would have shortened it a fair bit!

This scene happens during the final battle in Chapter 8, just after Celestia charges Amber in silent rage)

Celestia crouched, her wings spread wide, then leaped into a flying charge, leaving a single bloody hoofprint on the flagstones. She spoke not a word, her horn flaring as she took to the air toward Amber Dawn, the light in her eyes and the set of her jaw eloquently expressing her rage.

Now that she didn’t have the stolen Elements to boost her power, seeing Celestia’s charge gave Amber pause. However, it was the utter silence of her attack - without any threats or cajoling - that truly frightened her.

Frantically Amber prepared to teleport, only to feel herself gripped by Celestia’s magic. She forced her spell past the binding around her and smiled in triumph as she disappeared. Her celebration was short lived, though, as Celestia appeared next to her in the air, her magic still wrapped tightly around her.

“No,” Celestia declaimed in a quiet voice that belied her fury. “Not this time. This ends now.”

“But Celes…” her words were cut off as the bindings around her squeezed. Celestia’s horn flared and once more they teleported.

Deep in the desert, a hundred miles from the nearest town, two alicorns appeared, the white one binding the orange in bright lines of magic. Amber struggled but could not free herself from Celestia’s spell, though she tried her nullification effect again and again.

Shaking her head sadly, Celestia landed them atop a rocky outcropping. “Twilight told me about that spell, Amber, and I have devised a countermeasure. Alas, I will likely never need it again.”

Amber stilled in her bonds, the sadness in Celestia’s words penetrating her fury. “What... what are you going to do?”

“The only thing I can at this point,” whispered Celestia, and in the isolated place she was finally able to let her emotions show as tears rolled down her face.

“No! Celly, I love you! Please, don’t do this!”

Raising her tear-stained face, Celestia finally met Amber’s eyes. “I loved you too, Amber Dawn. But you have gone too far, damaged too many lives. No more.”

Celestia lifted her gaze to the sky, staring straight up at the sun. Her mane and tail ignited as her horn glowed blazing white.

Amber’s cries fell away from Celestia’s consciousness as the fire spread to encompass her entire body. Her mouth opened in a terrifying roar that none living had ever heard. Far above, the sun glinted in response.

A lance of sunlight struck the stone between Celestia’s forehooves, melting it in an instant. Still she called, her voice echoing off the distant hills, and the beam spread until the air around it erupted in a fireball larger than Canterlot castle.

The flame roiled over the desert, fierce wind swirling it into a maelstrom of devastation. It faded away slowly, the tornadoes of dust and sand dying out as the heat was absorbed by she who had called it.

Alone in the center of the blast crater, surrounded by shards of heat-wrought glass scattered by the stormwinds, Celestia wept. Dark ashes blew from between her hooves to spread in an invisible shroud over the drifting dunes.

Source: http://fc00.deviantart.net/fs70/i/2012/354/e/7/princess_celestia_s_fury_by_anbolanos91-d4xhzll.png

Twilight finds out that Amber Dawn seduced Rarity and Fluttershy:

Source: http://cdn.polfurs.org/pffiles/uploads/newbb/290_4dea6376720b6.jpg

“Good grief, Twilight, calm down or I’ll have to use you to make treats!” cried Pinkie.

Source: http://3.bp.blogspot.com/-hTYwfgKYwis/TgiZoyKk41I/AAAAAAAAAt4/FleR9yfmIiw/s1600/27344+-+marshmallow+pinkie_pie+Rapidash+twilight_sparkle.jpg

Author's Note

And that concludes Lust is Magic. Thank you everypony! :heart:

Prologue

It was late at night in Ponyville, but the windows of the Library still glowed brightly. Inside, Twilight Sparkle sat before a huge book open on a lectern, her brow creased as she read.

Flipping to the next page of ‘Monarchs of Equestria, Revised’ she began reading aloud. “Five years after the imprisonment of Nightmare Moon, Her Immortal Majesty Princess Celestia, High Queen of Equestria, Duchess of Canterlot, Solar Diarch, etc., took on a unicorn apprentice by the name of Amber Dawn, who was immensely talented with magic. Specifically, Amber Dawn had the unusual ability to manipulate the instincts of others, which was thought to be unique until Princess Mi Amore Cadenza revealed her talents with love in contemporary times. Amber Dawn quickly earned herself the rank of Princess under Celestia's guidance, along with a corresponding transformation into the glorious alicorn master race.” Twilight made a gagging sound, though she knew well this sort of racism was all too common among the wealthy scholar class of unicorns in Canterlot. “Princess Amber was assigned to rule over West Equestria and was granted the Duchy of Los Pegasus. However, she soon turned her magic to unholy uses by enslaving her pony subjects via their own...sexual desires?!” Twilight squinted at the last two words.

“Ugh, why did Celestia send you this book as a birthday present?” Spike complained as he swept the library floor. “This one's a contender for driest read yet!”

“Princess Celestia said this book would give me some perspective on my new role as Princess,” Twilight answered as she levitated her tea (Earl Grey) and then took a sip. “She mentioned there was a section that explained her reasoning on her standards for earning the title. I think this might be it, though it sounds like she may have rushed it with this 'Amber Dawn.'”

“Okay… so what happened next?”

Suppressing a brief twinge of guilt at questioning one of Celesta’s decisions, Twilight turned back to the book. “Amber Dawn led a Civil War to overthrow Celestia, but was defeated when Her Majesty used the Elements of Harmony to dispel her magic and break her horn. She was banished from Equestria for one thousand years... what, again?! What's with evil ponies and being banished for one thousand years!?! It's like the Elements have a time limit or something!” She sighed and continued reading. “Amber Dawn was never heard from again, but was rumored to be traveling across lands far to the east of Equestria. It is also said, but not confirmed, that Celestia mourned the betrayal and banishment of her prized student for ten years.”

“Ten years... jeez,” was Spike's reaction. He was just finishing the sweeping and was moving on to preparing dinner. “Though I suppose it makes sense. If you did something like that I'm sure the Princess would be very sad.”

Twilight raised an eyebrow at Spike, causing him to cringe at his remark before she chuckled. “Yes, that's probably what would happen in that hypothetical situation.”

As Spike went to fix up dinner she closed the book and set it aside with another sigh. It took so long for me to admit my feelings for Celestia, and when I did she was very hesitant about opening up to me. I thought I understood all the reasons for that. She took another sip of tea. Student-teacher relationships have always been considered scandalous; romance outside of marriage is probably not a good idea for monarchs, and she is a lot older than me. But... I think... yes, this has to be the real reason why. Celestia is a very accommodating princess, but she still makes her own rules about her life. No, it had to be that her prized pupil and first co-ruler after Luna tried to usurp her. That must have torn her apart! And it couldn't have helped that Sunset Shimmer went down the same sort of path before even finishing her studies--

“Twilight, dinner's ready!”

“I'll be right there!” Twilight stood up and levitated her tea tray as she walked to the kitchen. First chance I get, I want... I need to have a long chat with Celestia.

In the dark of night, the Sun Princess slept soundly in her chambers in the castle of Canterlot. She lay on her side, breathing deeply, relaxed as she so rarely was during daylight hours. As the moonlight washed over her, her hooves started to twitch, her breath coming faster as her eyes moved under closed lids. A gasp escaped her and her rear legs quivered, her hips moving sensually as if in response to some unseen lover.

Bathed in candlelight in her dream, Celestia moaned on her velvet sheets, the wonderfully skilled mouth between her thighs coaxing pleasure from her with every lick and suck. She trembled and cried out, feeling deliciously helpless as what promised to be a tremendous orgasm built within her. Just as she was nearing her peak she heard a familiar voice.

"Give it to me, Celestia," her lover cooed between flicks of her tongue at the princess' folds. "Give me... everything..."

With a start, Celestia recognized the voice - one from far in her past. The urgent demand both frightened and excited her, and she hesitated, torn between confrontation and capitulation. With a trembling voice she finally whispered, "...Amber?"

The gentle question earned a sudden hiss from between her legs. Celestia raised her head just in time to see the alicorn crouching at the foot of her bed grow rows of needle teeth. The creature reared back briefly, then darted in to sink her fangs deep into Celestia's mound, a blossom of blood spreading quickly as searing pain invaded her.

Celestia gasped as she thrashed herself awake, her flanks heaving, her coat soaked in sweat. Her loins ached with a terrible mix of pain and unspent passion, and tears fell down her face as old memories spilled into her thoughts to tangle chaotically with the vision from her nightmare.

"Please, no," she whispered to herself as she shivered alone on her bed. "Please let it be just a dream...."

Chapter 4

ONE WEEK LATER

Princess Luna stepped into the Royal Throne Room just as several of Celestia’s advisors, guards, and a pair of Counts were leaving. She found her sister seated on her throne, nursing an apple cider and a beleaguered expression. As the doors closed behind the last of the courtiers, Celestia let out a disgruntled snort, and Luna had a good guess as to why.

“Foreign politics?” Luna asked as she stepped closer.

Celestia chuckled sardonically. “Oh yes! Gryphonia moves closer and closer to civil war every day, and though they’ve been doing that for the past few years now it seems they may finally get it right.”

Luna rolled her eyes. “Such a silly species,” she scoffed, waving a dismissive hoof. “Pray tell, did not the Royal Foreign Observatory report that the collapse of an independent Gryphonian nation would be a great boon to our interests?”

“Alas, that report was from two years ago,” Celestia replied with a heavy sigh. “Their latest report, to which I have been listening for almost two hours, says that the probability of Gryphonia becoming a vassal state of the Holy Felonian Empire ranges from forty-five to seventy-eight percent. That would not be a boon to our interests at all.”

“Ah yes, the pesky talking cats from across the northeastern bay. Largest standing army in the world, largest territory in the world, and the least cultural achievements in the world.”

“I really don’t want to have to erase their armies from existence,” Celestia growled as a terrible spark appeared in her eyes, “but after they wiped out Kaninite, I made it clear that if they so much as crossed the sea it would mean a rather permanent end to their so-called war games. Let’s hope they remember.”

Luna shuddered as a frightening memory came to mind. It was of a time shortly after Discord had been overthrown, when Gryphonia attempted to take advantage of Equestria’s weakened state by embarking on a full-scale invasion. They began by establishing several beachheads on a chain of islands off of the eastern coast. They were warned off several times but continued to fortify the otherwise unoccupied archipelago. A month after their final warning, light and fire fell from the sky, and when the resulting storm of devastation finally cleared neither the enemy army nor the islands continued to exist.

The Eye of the Sun was Celestia’s greatest destructive power, and Luna knew that she had never used it again - she had checked after returning from her exile. It was a magic that Celestia had elected to use with the greatest reluctance, once and only once, to demonstrate that Equestria was off-limits to foreign incursions and would take its place as a major power in the world. It had worked: The Changelings were the first significant attack on Equestrian soil in nearly a thousand years, and many considered the event to be more of a terrorist attack than an invasion per se.

“We have little doubt they do; that was a rather... unforgettable lesson, we shouldst think.” Trying to take her mind off of Equestria’s dark past, Luna cleared her throat and asked, “Pray tell, dear sister, did you call upon us for any reason in particular?”

“Yes, pardon me Lulu,” Celestia said, earning an eyeroll at her use of the childhood nickname. “Has the Royal Intelligence Service had any luck?”

Luna shook her head. “Not yet.”

Celestia groaned, taking another sip of cider. “You’re kidding me. Equestria’s finest investigative organization can’t locate ONE mare?”

“Sister, ‘twas thou who explained the great extent of thy former lover’s abilities. Illusions, magical coercion, and other forms of misdirection are certainly part of her toolset.”

“No kidding. I obviously trained her too well, and it is clear that she has somehow regained her magic, at least to some extent.”

“Enough to teleport right onto our coast,” Luna remarked. “She clearly wanted to send you a message.”

“Loud and clear, Amber Dawn!” Celestia shouted angrily as she stood up without thinking. After a second she blushed at her outburst, then sat back down, looking sheepish.

Luna raised an eyebrow. “Dear sister, thou art clearly more frustrated than we had realized. Mayhap thou shouldst retire to thy boudoir and summon thy... heh... student, that thou hast been lusting after so blatantly.”

“Lust after her?” scoffed Celestia. “To Tartarus with that.” She leaned close to her sister, a salacious grin on her face as she whispered huskily, “I fuck her.”

Luna recoiled slightly at her sister’s bluntness, though her smirk never quite faded. “Oh?”

Smiling in reminiscence, Celestia nodded and let out a satisfied sigh. “Oh yes. And mmmm... the things she does to me!”

Luna rolled her eyes again. “Well, drink hast loosened thy tongue, that is certain.”

Celestia shook her head. “I might be more subtle about it normally, but here it’s just you and I, and it’s the truth! It’s been so long since I’ve known a mare like her, not since....” She sighed again, this time sadly. “Since Amber Dawn.”

“And therein lies the crux of the matter,” Luna observed, frowning slightly as she moved to Celestia’s side. “Though it is not entirely a bad problem to have,” she added with a small, sad grin.

Celestia leaned close and and wrapped a wing around her sister. “Oh, Lulu! There is a special somepony out there for you.”

Luna smiled meekly. “We hope so, fair sister. We have had... difficulty procuring the love of anypony other than thy own self. Finding even friendship hath been a most challenging task; many ponies still react to our presence with fear.”

Celestia giggled. “Well, for starters, you’ve got to ditch the Royal Canterlot Diction, not just the Royal Canterlot Voice.”

Luna blushed and nudged Celestia with her nose. “Some habits are most difficult to break. We... that is, I... will make a renewed effort.”

“That’s the spirit!” Celestia rejoiced. She held out her cup. “Care for some cider?”

Fluttershy’s world had been turned upside down, and in the best way possible.

Her loneliness was gone. At first it was a side effect of being with Rarity so often (and she was with Rarity very often); her emotional and sexual needs had been completely fulfilled. In the latter half of the week, however, her ongoing good mood had gradually eroded her tendency to stay indoors, especially after she spent a full day in Ponyville with Rarity, Pinkie Pie, and Rainbow Dash.

She had even started socializing with other ponies at Sugarcube Corner, which proved less difficult than she feared. She would just let everypony talk for most of the time, interject something thoughtful now and again, and ideally receive a compliment or two. Then she and Rarity would retire to a bedroom - or once, that soft bit of grass by the lake - and play. The recipe for a perfect day!

Fluttershy did have to be at home for a few hours every day, as her animals still needed to be fed and cared for, but she no longer stayed any longer than she had to. Instead she found herself not only spending time with Rarity but with the rest of her friends as well. As she grew more comfortable with her life and her friendships she even started bringing up her own situation and feelings and asking her friends how they were doing. For perhaps the first time in her life she felt truly engaged and involved in the world around her.

And all this was due to the simple fact that she was in love. My own special somepony, she thought, squealing in delight as she trotted back to her cottage after a quick morning flying session with Rainbow Dash. I wonder what she has planned tonight. Maybe something... kinky? She squealed again and picked up the pace, wanting time to prepare for her evening with Rarity.

When she reached her cottage she noticed that the shades on her front windows were closed. That’s odd. I don’t remember putting those down. As she got closer to the door, she heard loud cries from a familiar voice within.

“Ohhhhhhh... AHHHHHHHH!!!”

“Amber!” Fluttershy shouted, shoving the door open to confront unknown dangers. However, what she found was not dangerous at all, unless embarrassment was perilous for ponykind. Amber Dawn was lying across the couch gasping, her face pointed up to the ceiling in ecstasy while her right front hoof slowly made circles between her hind legs. As soon as she realized she was not alone in the room, she turned her head towards the door to find a wide-eyed, and increasingly flushed, yellow pegasus.

“Oh dear!” Amber remarked, her eyes wide with shock as she leaped off the couch. Her half-horn glowed as a cleaning spell was called into action on the furniture and her crotch. “Fluttershy! I’m... I’m so sorry! I thought you were going to be gone for longer.”

Fluttershy blinked and shook her head, then closed and locked the door behind her. “Um, it’s okay!” she said with a nervous but understanding smile. “At least, I think it is? Well, yes, it is, but... why here and why... um, my couch?”

Amber sighed in relief. “Well, I didn’t want to go out into the woods or anything. I can’t maintain my illusory appearance while masturbating. As for the couch, well... it’s just really comfy!” she said gaily, though with a slightly sheepish grin. “I do clean it each time.”

“Oh, I was wondering why it looked so nice,” Fluttershy remarked, still blushing. “You’ve been doing this the whole time you’ve been here?“

It was Amber’s turn to blush and she ducked her head briefly before responding. “Well, yes; I do have a remarkable drive.” Her expression then became more serious. “Actually, I was hoping to talk to you about that, Fluttershy. If it isn’t impossible, I would like you to make good on your promise.”

Fluttershy swallowed hard as Amber continued, “I only ask because....” she trailed off, then took a short breath. “Well, as you can see I’m having difficulty holding out by just... hoofing it. In fact, you caught me just as I finished my second time today. I’ve had to do it at least three times a day for almost a week now just to get my mind off of sex!”

Astounded, Fluttershy blurted out the first thing that came to her mind. “You know, if you don’t mind my saying so... you’re really amazingly horny.”

Amber held up a hoof to stifle a laugh. “No offense sweetie, but you have no idea! So what do you say? Will you ask Rarity to join us for a bit of fun?”

In a rush of empathy and gratitude Fluttershy almost agreed on the spot. She hesitated, though, as she thought of Rarity’s reaction to the idea. “I... I want to help,” she said, “but I just don’t know. I’m afraid that she’s, well, not going to want to hear it.”

Amber nodded, moving closer to Fluttershy. “I understand. You’re taking a risk with a new relationship, and that must make you feel nervous.” She raised Fluttershy’s head up with a hoof under her chin and looked into her eyes. “I’ve been watching you since I got here, and when I arrived you were sad, very sad. But when you and Rarity finally found each other, that completely changed. For the past week you’ve been singing and dancing around the house, and you even made pancakes for us yesterday!

“I’ve known a lot of ponies who’ve gone through the same thing,” Amber continued with an encouraging smile. “Their world was so small, but as soon as they knew what it was like to love and be loved, especially with such intimacy, it got so much bigger! That’s happened for you, Fluttershy, and I only ask that you do this one small thing for me in honor of it!”

Fluttershy looked down at the floor, her wings twitching slightly as she thought. Everything Amber Dawn had said was resonating with her experiences over the past week, and she felt a rush of appreciation and wonder at the gift she had been given.

She looked up and met Amber’s eyes, a determined look on her face. “You’re absolutely right! I’m going to go to Rarity and bring her home to have sex with both of us!”

She then blushed deeply. “Did I just... say that?” Amber nodded with a wide grin, and both mares broke out into laughter.

Rarity smiled as she heard the front door of the boutique open. Very few ponies came through her door uninvited and unannounced, and the furtiveness of the sound and the nigh-silent hoofsteps meant it could only be one pony: the buttercream pegasus she was growing to care more for every day.

She set down the cerulean saddle she had been working on; it would certainly keep for a few hours, or even - she thought with a little smile and a slight blush - until the morning, if the usual hunger she and Fluttershy continued to demonstrate for each other took them over yet again. As she turned away from her work table she was engulfed in yellow hooves and pink mane as the pegasus pounced on her with a happy little squee.

Kissing everything she could reach, Fluttershy glowed with happiness just from being in Rarity’s presence, let alone having her between her hooves, blushing madly as her yellow lips found one sweet spot after another on her soft white coat.

“Good heavens, darling, what’s got you so worked up?” said Rarity with a laugh before kissing Fluttershy back, right on the lips. “Not that I’m complaining, mind you,” she added with a saucy grin.

It was Fluttershy’s turn to blush as she ducked her head before responding. “Oh! I... I have something special in mind for tonight,” she chirped, still riding the combined high of her determination and the scent and taste of her beloved.

“Oh, do tell!” murmured Rarity in her bedroom voice, eyes dancing as she smiled in anticipation of, well, pretty much anything Fluttershy might come up with.

“Well, I’m very happy with you and we’re having ever so much fun, so... I wanted you to meet the mare whose advice made it possible for me to tell you... to tell you how I feel.”

Rarity’s smile was bright and genuine as she urged Fluttershy on. “Oh, you found a bit of counsel to gain courage! Well done!”

Fluttershy nodded. “Thank you! And, um... I’ve told her about you. And me. And... and some of the things we’ve done.”

Her smile falling in surprise, Rarity blinked once, slowly, before saying in a slightly cool voice, “I beg your pardon?”

Fluttershy quailed, her eyes wide as she waved her hooves between them in negation. “No, no! Not everything! No details or anything, just... that we’re happy, and that we are... together, and how beautiful you are,” she finished with a shy smile.

Rarity thawed quickly at the compliment, tossing her mane and smiling again. “Well, of course,” she declaimed with a playfully haughty lift of her nose. “So tell me more about her.”

Fluttershy’s hoof traced a small circle on the floor between them as she quietly explained, “I... well, the truth is, she... um, she wants to... to play with both of us. Tonight. That is, if you don’t mind?”

So still and silent did Rarity fall that time seemed to stop around her. With no apparent effort or movement her horn glowed, and from nowhere a divan appeared behind her. Her body traced a graceful curve as she slowly fell into it, one hoof coming up to her forehead. “Wh... what?” she whispered breathily, her other hoof waving feebly in the air.

Having seen the fainting couch before, Fluttershy didn’t let it stop her from finishing, though she felt ready to flee for the first time in a week. “Um... please, Rarity? She’s ever so lovely, and... well... you can’t tell anypony, but she’s an alicorn!”

Rarity’s head spun as she found herself unable to decide between leaping up in absolute shock or simply dropping unconscious onto the divan. A dozen questions came to her mind, and she blurted out the first one that made it past the throng. “Why can’t we tell anypony?”

Fluttershy was glad the fashionista hadn’t gone into full panic mode; she didn’t think she’d have been able to handle it on top of her own nervousness. “It’s really important to her, Rarity,” she said firmly but quietly. “I think... it’s best if she explains it herself, and then maybe... we can see if you like her?”

Blue eyes in a suddenly fearful white face snapped to look piercingly at Fluttershy. “Have... have you had sex with her?” Rarity managed to breathe out.

“No! Oh no, no! Rarity, I’ve wanted you - only you - for so long!” gasped Fluttershy as she stepped forward and kissed the unicorn with startling fierceness. She pressed close, bringing one hoof up to stroke the silken purple mane as her tongue darted out to tease Rarity’s lips.

Rarity couldn’t stay upset long when Fluttershy touched her like that, and as trust won out she melted into the kiss. The lovers moaned softly into each other’s mouths as their passion heated, their mingled breath coming faster as they tasted each other. They stood that way for some time, enjoying the spark that still flared every time they touched.

Fluttershy came up from the kiss to catch her breath, her cheeks flushed and a smile on her face. “Um... I know we’re a little... worked up now,” she whispered, her blush darkening, “but... she’s waiting for us?”

Shaking her head in amazement at what Fluttershy, of all ponies, was leading her into, Rarity smiled and kissed one yellow cheek, laughing as she agreed, “Oh, very well, you naughty minx!”

When the pair returned to Fluttershy’s cottage they found Amber Dawn waiting there with steaming cups of tea and fresh salads, a welcoming smile on her face.

“Oh my dears, I’m so glad to see you!” Amber gushed as she invited them inside. She looked at Fluttershy with downcast eyes, though her smile showed she was anything but distressed. “I hope you don’t mind, but I prepared some refreshments for us while we... talk.”

Rarity was taken aback to find herself in the presence of an alicorn. While she didn’t share some unicorns’ ideas about them being a ‘master race’, she was certainly awed by the idea of being asked to... entertain such a powerful mare. Her eyes went to Amber’s broken horn and a tiny, anguished cry escaped her.

Amber’s eyes caught Rarity and held her, though her smile held no trace of animosity. “It broke a long time ago,” she said of the obvious object of the unicorn’s attention, “though I have, through many years of research and practice, regained some measure of my magic.”

“Oh, please pardon me,” said Rarity with a bit of an embarrassed squeak. She glanced at Fluttershy, who gave her a wide but unhelpful smile as if reminding her that she was hardly the pony to consult on proper etiquette.

“Tut! Have no fear, sweet Rarity, I am not easily offended!” Amber sang out as she turned to lead them toward the treats she had prepared for them. “Besides, I can hardly fault you for being curious about me after receiving such a shocking proposal,” she added with a bawdy wink.

In an uncommon display of reticence, Rarity blushed and started in on the snacks. Her tension eased when she felt Fluttershy settle in next to her, their shoulders and hips touching as they enjoyed each other’s company even more than the food.

“Now, my story is rather long,” said Amber between bites and sips, “and I will gladly tell you all of it in time. But tonight is not for lectures on the distant past or maundering for what might have been. Tonight... is for us to enjoy together, however we may.” With her horn aglow she lifted her teacup in a toast, a flick of her magic triggering the other spells she had been preparing for most of the day. “To new connections!”

Fluttershy and Rarity smiled happily as they joined the toast, unconsciously scooting closer to each other and rubbing their coats together. They turned to look at each other at the same moment, breaking into giggles when they caught each other’s eyes. They never saw the gentle flicker of Amber’s broken horn as they sighed happily, kissing each other softly.

The world fell away from the two as their kiss deepened, their tongues darting out to play. They moaned together, and Fluttershy’s wings spread out to half surround them as they started to stroke each other’s mane and face. They shifted even closer and embraced, their breath hot as their arousal built with every touch.

Amber smiled and tried to stay silent, entranced in spite of herself by the beauty of the two ponies in front of her. She had imagined herself standing apart as she goaded them into heights of ecstasy, but if she was honest with herself she hadn’t seen such a lovely sight since... well, since Celestia. One of her hooves started straying toward the cleft between her thighs and with an almost inaudible whimper she let it, her struggle to remain quiet intensifying.

Fluttershy’s hearing was sharp though, and she broke off from Rarity with a little gasp made of equal parts arousal and embarrassment. Together they looked at Amber, who blushed lightly but made no secret of what she was doing with her stray hoof.

Ever the show-mare, Rarity recovered quickly and smirked playfully at the alicorn. “So, you like to watch, do you?” she cooed in a voice that thrilled through both Fluttershy and Amber. “What a naughty princess you are!”

Fluttershy blushed brightly, her eyes wide, “Rarity!” she gasped, though she couldn’t keep herself from giggling a bit at the salacious unicorn. Whatever else she might have said, though, was lost as Rarity caught her in her hooves and kissed her furiously, forcing her mouth open and delving into her with her tongue. Amber let out a sultry laugh as Fluttershy’s wings spread further, trying to keep her balance and failing as Rarity bowled her onto her back in her enthusiasm.

Closing her eyes and moaning deeply as she fell under Rarity’s hooves, Fluttershy’s hips canted up in response to being claimed so thoroughly. Breathing hard, Rarity wasted no time in pressing her suit, sliding one rear leg between Fluttershy’s thighs and stroking the wetness there with her shin. Fluttershy was already shivering the way Rarity knew meant she was near her crest... the first of many, if she had anything to say about it.

Amber slowly walked around the table so she could watch the intertwined ponies writhing on the cottage floor. Her horn still glowed gently and she her swirled her hoof, now damp with her juices, over her folds, breathing faster as she too saw Fluttershy about to burst. The thought crossed her mind that perhaps she had mismanaged her magic and forgotten to exclude herself from the effects of her spell, but she knew better.... Or perhaps, came the surprising thought, with these two, I don’t care.

Fluttershy’s eyes flicked open and she looked up at Rarity in adoration, panting fast as she pressed herself up to slide her damp folds along her beloved’s leg. “Oh... oh... yes... Rarity, I... AH!” With that short, sharp cry she shuddered all the way out to her wingtips, her eyes still on Rarity’s as her pleasure soaked the white leg between her thighs.

Seeing Fluttershy tremble helplessly under Rarity sent Amber Dawn right over the edge, and she announced her impending orgasm with a low growl, her hoof finding her bud and moving frantically to push herself even further. She started to let out a cry but it was muffled by the press of Rarity’s lips on hers, and the spark she had been building exploded, her eyes closing as she gasped into Rarity’s mouth, her legs locked stiff as she came.

Fluttershy blushed madly as she watched Rarity steal Amber’s breath away. She reached a hoof up to stroke between white thighs, smiling with delight as it was Rarity’s turn to gasp into Amber’s warm and willing mouth. She kept the pressure up, moving her hoof in the slow circles she knew would drive Rarity deliciously mad. Her efforts were rewarded when her beloved’s gaze rolled up to the ceiling as she cried out wordlessly.

Amber took the opportunity to slip closer to Rarity, wrap one hoof around her shoulders, and lean in to draw a long, slow lick along the length of her horn. Rarity almost fell on Fluttershy as her legs buckled, and Fluttershy’s hoof was soon slippery with sweet wetness. Just then Amber took Rarity’s horn all the way into her mouth, her tongue lapping at the base as she sucked its length.

Rarity screamed, her whole body shaking, and she would have fallen if Amber hadn’t been holding her. She ground her cleft against Fluttershy’s hoof, her folds twitching against it as if trying to pull it inside her. Fluttershy obliged, pressing up and in, and Rarity engulfed it, her walls throbbing around her lover as her cries rang through the cottage. As her throes of pleasure faded she took in a long, ragged breath, letting it out as she slipped bonelessly from Amber’s grasp and into Fluttershy’s waiting hooves.

As Amber Dawn stood over them catching her breath she found herself awestruck at the intensity of the two mares’ pleasure. She had seen so much in all her years of helping ponies free themselves from their mental shackles that, had she been asked, she would have laughingly said that little could move her that much any more. But Rarity and Fluttershy together was a truly beautiful sight - so much so that for a moment she found herself on the verge of reconsidering what she had planned to do.

As gorgeous and exciting as they were, though, Amber’s hidden need was far greater. She took in a deep breath that shook only slightly, and then gave a warm and loving smile to the two mares twined on the rug. Her horn flared brightly, and as the lovers looked up they saw glowing amber shapes coalescing above and around them.

“My delectable little ponies,” Amber almost sang to them, “you have given me the most pleasure I’ve had in a very, very long time.” Fluttershy and Rarity looked briefly at each other, smiling and blushing, before turning back as she continued, “Now... let me show you what I can do!”

Amber took a half-step back, a look of concentration and anticipation on her face as the shapes floating around her resolved: here a delicately shaped hoof, there a smiling mouth with an agile-looking tongue, and over her head floated a trio of large cocks. Amber’s gaze fell on the still twined ponies and she laughed gaily. “Come, my lovely toys - let’s have some fun!”

Rarity and Fluttershy watched the approaching constructs a bit nervously, but the light they gave off was both soothing and arousing, so without a word they resolved to wait to see what would happen. The flicking tongue reached them first, and as it darted over to lick Rarity’s coat she caught her breath, her eyes half closing. Sliding against Fluttershy as she arched her back, she leaned into the magical touch and cooed at the sensations it left behind.

As Rarity moaned beside her the floating hoof found Fluttershy’s mane, stroking it lovingly before running gently along her face and over her lips. Her mouth opened in a small gasp as the touch warmed her, and the hoof moved to hold it open commandingly. Fluttershy shivered in response and relaxed under its grip until she felt another touch on her lips: one of the cocks had found her and seemed intent on slipping into her mouth. She opened her throat and felt it slide into her in one long motion; she was surprised to find she could still breathe as a flood of sensation poured through her.

Meanwhile, Rarity had lost track of exactly where she was being licked, quivering as she lay down with one hoof still around Fluttershy, mewling sounds of pleasure rolling out of her. She cried out as she felt something between her legs, probing at her slit, and it felt so good that she opened up to it. The cock wasted no time thrusting deep inside her, and she threw her head back with a cry as it filled her.

Amber Dawn stood over the prone ponies, panting as the third cock took her from behind. Every wet noise, every cry from them fed into her own arousal, and as their ecstasy built she rode the wave of their pulsing pleasure, then fed it back to them in a rising loop of orgasmic energy. Her captives’ eyes closed as they surrendered themselves, writhing and gasping as first Fluttershy, then Rarity came with long, wailing cries. Each burst from one sparked an explosion in the other, and as the tides of their pleasure rolled through them neither could tell when one ended and the next began.

Their attentions now held, Amber pulled the energy they were feeding her and formed it into two more constructs. She watched with curiosity as they formed; she never knew until they manifested what shape they would take. The one above Rarity became two spreader bars chained together, and Fluttershy’s formed into a corset with a matching bit and bridle.

The apparition servicing Amber redoubled its efforts and her impending orgasm built at a fever pitch on and around the cries of the two mares held under her sway. She harnessed it with an effort of will and fed it into the bindings over Rarity and Fluttershy.

With a resounding shout Amber came, the aura around her horn flaring hot and bright. As she screamed out her ecstasy the spreader bars locked around Rarity’s hooves, opening her even further to the penetrating cock between her legs. At the same moment the corset, bit and bridle wrapped around Fluttershy, locking her mouth open and stilling her wings. The cries of the pegasus and unicorn became more frantic as they thrashed joyously within their bonds.

Amber Dawn breathed hard, holding every scrap of their combined energy she could. She leaned down to the lovers she had captured and whispered to them in an adoring voice that called to their deepest desires, now unleashed.

“My beautiful loves,” Amber crooned seductively. “My most precious ponies. I adore you so!” she gasped sharply, almost losing the thread of the spell as her voice alone made them come again while crying out her name. “Now please, my beloveds... give yourselves to me.”

A tiny shred of consciousness rebelled in Fluttershy’s mind when Amber demanded her submission. She wanted to, more than anything in the world, but she was afraid. Again. At that thought she pushed past her reservations, not wanting fear to keep her from joining with the pony she adored. “Yes...” she whispered, then repeated with conviction, “Yes, Amber Dawn! I... I’m yours!”

A moment later Rarity’s voice echoed Fluttershy’s as the unicorn released the last lock on her heart and admitted that she loved a mare. “Please... take me, Amber Dawn... I am yours!”

Tears sprang up in Amber’s eyes as she accepted their kind and generous offers. She had waited so long for them, and now the hour was at hoof. She stepped over the entwined pair, seeming even larger than before, and raised her head, closing her eyes as she steeped herself in their offerings.

“Come for me, my lovelies,” Amber called as she increased the size and tempo of the cock moving inside her, finally allowing its magic to flow through her fully. Her wings spread to mantle over her toys, who writhed in abject bliss at the slightest caress of her feathers. Rarity and Fluttershy were wrapped around each other, though each had a hoof around one of Amber’s, and the floor was growing slick with their combined nectars.

The glow from Amber’s horn filled the room as the voices of all three mares joined together in a harmonic wail of consuming desire. Fluttershy screamed around the cock and bit that somehow both fit into her mouth; Rarity shrieked helplessly as she was pounded into between her spread legs. And above them, Amber Dawn howled and trembled as rapture beyond even her dreams tore through her.

It seemed to last forever, until at last all three mares subsided into ragged, panting breaths. The pervasive amber glow winked out, and the bindings on Rarity and Fluttershy melted into them. The floating toys faded away as Amber allowed herself to collapse next to Rarity.

Fluttershy reached out blindly, hardly aware of where she was, then relaxed as Rarity gathered her into her hooves and held her close. For a long time there was only the rustle of wings and the sound of rough breathing that gradually slowed.

“Oh my!” Fluttershy gasped around the ecstasy still flowing through her. “I’ve never felt anything like that... it was amazing, beyond amazing!”

“I... I couldn’t agree more!” Rarity exclaimed, also short of breath. She looked into Fluttershy’s eyes. “I’ve never felt so....”

“Felt so....”

“Complete,” they finished in unison, then blinked... and then their eyes were filled with white light. They rose up from the floor, levitated by an unseen force, turning to face Amber. A cloud of glowing particles filled the air and coalesced around their throats. The Elements of Kindness and Generosity finished materializing around their respective Bearers, and the gems on the gold necklaces began to shine brightly. In a burst of light, the Elements scattered back into particles that swarmed toward Amber.

“At last....” she murmured, her body shuddering in anticipation, her wide eyes filled with a mixture of joy and hunger.

The particles surrounded Amber’s head, circling above her brow as they gathered into the shape of a gold crown. At its center were two gems: a faceted pink butterfly nestled beside a bright blue diamond. Once the last few particles merged with the crown, Amber lowered her head and closed her eyes, a hopeful smile flickering across her face. She creased her brow in concentration and her damaged horn and the crown were engulfed in red magic, and a crackling hum rose in volume as the glow intensified. Both were abruptly cut off as a brilliant flash of white light filled the room.

Amber blinked, breathed in deeply, and brought a trembling hoof up to her horn. Tears came to her eyes and she sobbed in relief when she felt it: a whole, undamaged horn, exactly as it had been almost a thousand years ago. “It has been so long... I almost didn’t think it would work,” she gasped out. “But now I have it all back!”

She looked down at the two mares laying at her hooves. Rarity was fast asleep and Fluttershy was watching her tiredly, paying no attention to Amber. Before long Fluttershy’s eyes drifted shut.

With a triumphant smile on her face, Amber Dawn stooped down to kiss Rarity lightly on the lips. “Ah, Rarity - your generosity will become legend, have no doubt.” She then kissed Fluttershy, lingering rather longer with her. “And thank you, my dear, sweet Fluttershy. You’ve been ever so kind, and will never be forgotten.”

Her horn flashed briefly, and the sticky evidence of their passion was erased. “A fitting first spell for my restoration,” she murmured quietly. She flicked her tail and turned toward the door, her horn glowing once again as she went right through it and disappeared into the dark night.

Author's Note

Hope everypony is enjoying this fic! Please comment, we can't find out if you don't! :yay: