Twilight hummed to herself as she wandered around the castle. There had been a nagging feeling that had turned up recently, making her barely able to sleep and had been at the back of her mind. That nagging feeling had started when she had found an old copy of playboy then, due to curiosity, flicked through.

While the contents didn't do much to the newly crowned princess, she had remembered how she had tried to help Fluttershy out during her fashion show due to a quite... lewd picture of her yellow friend on page three.

For the past four days, something about those memories had nagged at her and told her to figure this out. Finally coming to terms with this, Twilight was heading to the quietest part of her castle: the library.

With a him if magic, the twin wooden doors shifted open to reveal row upon row of books, arcane or otherwise. Twilight's lips curled into a great smile as she inhaled and sighed at the smell of knowledge. Strolling through the halls, she found an out of the way area, sat down and closed her eyes.

Where she was, noone would be able to bother her or interrupt her by accident.

Slowly, Twilight felt her breathing slow as she relaxed, her body nice and cozy in the heating room. She thought back to that day with Fluttershy and analyzed it. There wasn't really anything off about it, except the rush she felt when she controlled her friends movements. At the time, Twilight thought she just felt excitement that her plan was working, but now that she could see, she enjoyed the feeling of control and how she could make her do anything she wanted.

Opening her eyes, Twilight laid there, a a red tinge across her face as she gently panted. She had never felt like this before, so why now? There was a fire down below that had been set off from the re-emergence of those feelings and Twilight couldn't help but bite her lip and slide a hoof down to quench it.

She rolled over onto her back and her hand slipped between her thighs, lightly pressing against the fabric of the pants. "Fluttershy~" she sighed, closing her eyes again, imagining the timid woman on her knees and gazing up. "Ooh, do it..." Twilight moaned, her hand slipping between the waistband, into her panties.

Twikight quickly teleported the clothes off of her and arched her back as her fingers parted her lips and slipped inside. She was unable to help herself as a moan passed through her lips and echoed through the library. She didn't care though, the library was barely ever used.

Twilight now imagined someone who she never thought she would: Rarity. She imagined Fluttershy laying on top of Rarity, her own magic bound around the two, making them grind and moan against their will.

As Twilight writhed around in the floor of the library her horn started to light up, the tip coalescing into a small ball on light. Her chest heaved as she kneaded her breast and pushed her fingers deeper into her dripping slit.

"Let me control you~" she screamed, her fingers thrusting in and out as her visions became more vivid, the sweat upon her friends bodies, the way their breasts jiggled as she made them grind against each other and the cute little yelps and moans they would try so desperately to stop.

Twilight's fingers pushed into her sopping cunt, causing her to freeze up, letting out a long moan of pleasure which could be heard throughout the library and shooting her magic up into the ceiling, which exploded and showered the area in liquid magic. She fell back into the puddle of sweat and gasped for breath, her own body covered in various liquids, making her skin tingle.

Ever so slowly, she rose from the floor and grimaced at the state her body was in and the surrounding magic covered area. She knew her friends would never let her do that to them, especially make them have sex... But they didn't have to know it was here... right?

"I could use an anonymous magic spell..." Twilight thought to herself, feeling dirty for thinking about her friends that way. She knew it was wrong and perverted, but it might wasn't like was getting any action anyway. "I'm such a horrible person," she whimpered, using her magic to pull the fluid off of her and teleport it outside the castle.

~~~

It was the day before Fluttershy and Rarity's weekly spa session. Twilight was pacing around her room, trying to convince herself to go through with this despite it being a horrible invasion of her friends trust and would most likely break the friendship up. "This isn't what Celestia sent me to study!" she stated, her confidence returning.

"But I need to feel that power again..." she argued back, becoming increasingly unsure. "Plus I could just wipe their minds." Her eyes shot open as she remembered that was an easy way out if anyone found out about her.

"Damn, I'm pretty good~" she giggled, making sure she looked professional as always and rushing out of her Chambers and down the hall towards Ponyville.

She made it to the town with some time to spare and decided that she fancied a shake, quickly visiting sugarcube corner, then waiting outside of the spa. Twilight knew the exact time they would be coming out as Rarity was quite the creature of habit and Fluttershy couldn't leave home without worrying about her animals.

The door to the spa opened and the two women that she had been waiting for, walked out. Rarity was wearing a full body, pure white skirt that looked, as always radiant on her and Fluttershy was wearing a light pink hoodie and blue jeans, like usual.

Twilight's smile widened as she saw the two hug and knew it was her chance. Her horn lit up, casting an anonymous spell onto her, then her, now colourless aura, wrapped around the pair and teleported them back to Rarity's bedroom.

Twilight grinned and teleported there herself, quickly casting an invisibility spell on her body and watching as her two friends looked around, scared and confused.

"Fluttershy... Why are we in my room and why are you on top of me?" Rarity asked, feeling Fluttershy clinging around her waist with her head nestled softly between her bosom.

Fluttershy only squeaked in response and pushed herself deeper, a hell of a lot more scared than Rarity.

Twilight almost didn't have the heart to go on with this, but decided that this feeling would carry on and drive her to do something more horrible to someone else. She didn't want that on cover conscious and she doubted that she would be able to get away with it, if it was someone else.

With that in mind, Twilight charged her horn and felt her aura wrap around Fluttershy's body, quickly taking control of her movement. Fluttershy let out a soft whimper as she slowly pulled her head out of Rarity's bosom and start to motorboat her tits.

Rarity blushed and tried moving back, but felt Twilight's magic forcing her still. Her blush worsened as she felt her dress start to unzip and slowly make its way down her body. "F-Fluttershy, s-stop!" she pleaded, using her hand am a to try and push her away.

Naturally, it didn't work and only worsened as Rarity was left there in her bra and panties with a crying, motorboating Fluttershy between her tits. Twilight felt the rush again and grinned as she rubbed her thighs together, the same fire building in her loins.

"I can't stop myself!" Fluttershy whimpered, which made Rarity freeze and blush even more. 'Shy's hands moved up and cup Rarity's tits, squeezing them through the fabric. "I- I'm sorry!"

"T-That's alright dear... Do what you have to..." Rarity replied, feeling herself heat up from Fluttershy's touch. "You need a bit of release..."

"N-No... Something is moving me!"

"W-What?!" Rarity shouted, embarrassed that she'd said her previous statements. She looked around the room and couldn't see anyone. She had bigger problems at the moment, like Fluttershy's groping. "T-Try and take it slow..." she mumbled, her breathing quickening.

Twilight couldn't believe what she had heard, or why she was seeing. Did Rarity like Fluttershy? She wasn't sure if she should continue until she saw Fluttershy stop fighting her and go slack in her bonds. Fluttershy was essentially letting her take control and simply laid there for the moment, until Twilight controlled her to crawl up Rarity's body until they were face to face.

While she did this, Twilight's hand slivered down again, quickly making for her already wet pussy. "B-Bow to me..." she whispered falling to her knees, unable to keep her eyes off of the two in front of her. It was just like her fantasy and Twilight couldn't be happier.

Fluttershy was made to lean forward, her lips pressing onto Rarity's with a shocked muffle. A second later, their eyes shut and Rarity opened her mouth, letting Fluttershy, on her own, push her tongue in to play with each other.

Twilight teleported Fluttershy's clothes off of her and onto a nearby chair, leaving her with only her red and black lacy bra and panties. The pair's body's slid against each other as Twilight tool control of Rarity as well and pulled them apart.

They let out a yelp and tried to fight against the magic, but Twilight proved too strong and kept them bound with invisible puppet strings. Fluttershy was spun around to face the other way and then brought back down.

Rarity's face bruins bright red as she saw that her friends crotch was inches from her face. Fluttershy was in a similar condition and was on the verge of passing out from stress, even though she was strangely aroused by this, considering it could be anyone controlling her.

Twilight then teleported their underwear off, her magic a bit shaky from her fingers plunging into her depths and making her gasp while she rolled her clit.

The pair of them gasped as they saw each other's cents, then we're forced to lean in, smearing their juices on their faces. It wasn't long that they learned they would get to breath if they licked and they quickly took to it, making each other quiver in delight or moan, take a breath and then start over.

Twilight was nearly at her orgasm. She thought she could handle having the actual thing in front of her, but she couldn't and it was just increasing the pleasure for her.

Rarity screamed out in pleasure as Fluttershy suckled on her clit, her legs shaking. Fluttershy was trying her best for her friend, not knowing when she would be let out of this, she might as well make Rarity happy. Fluttershy gasped and moaned as Rarity repaid the favor by sticking her tongue and grinding it against her walls, easily lapping up her juices and humming on the taste.

Twilight mind you had reached her end and let out a squeal as her orgasm blasted her. The magic around the two women dissipated, letting them look over in shock as Twilight's invisibility spell faded away, revealing a very tired, very wet and very happy Princess.

"What the fuck?!" Rarity screamed moving Fluttershy and rising from the bed. Twilight opened her eyes and watched her pace forwards, her mind still slightly dazed my, but able to find the correct spell for the memory wipe.

Twilight's horn lit up and covered the room with a blinding white light. After it had faded, Rarity and Fluttershy stood and laid there unmoving and unblinking, ready to be moved and told what really happened.

Twilight got up, moved Rarity over to the bed and levitate her clothes over, quickly dressing her. She did the same for Fluttershy and left them sitting next to each other in the room. "They're going to be confused and quite possibly horny..." she mumbled, giggling when she remembered that she was the only one to orgasm.

Author's Note

Hey guys! Hope you enjoyed this. If there are any errors, please comment :D