The Super-Speedy Hypno-Wheely 3000

by Marnssj

Rating: mature
Tags: My Little Pony: Friendship is Magic, Dark, Alternate Universe, Romance, Rarity, Tragedy, Big Macintosh, Flim and Flam, Sex, Main 6
Length: 7677

The Flim Flam Bros. are at it again. They have just the greatest machine to show you, they promise it'll be the best thing you'll ever see for the rest of your life. Let the fun begin.

The Flim Flam Bros. have a new device called the Super-Speedy Hypno-Wheely 3000. When Rarity faints, she wakes up strapped into the machine. She's about to get treated to a song and dance routine that'll be the last one she'll be aware of witnessing.

Warning: Rated M for sex.

Contains: hypnosis, bimbofication, musk, strong language, kidnapping, rape, Rarity, song parodies, cock sucking.

Story dedicated to Jimmy da Grape whose thread in the MC/Hypno group was the impetus for my inspiration. :raritywink:

Published 2014-03-07 05:40:05 UTC
Last updated 2014-03-25 03:45:34 UTC

Traveling Hypno-Rapists Nonpareil

The Flim Flam Brothers rolled into Ponyville again, this time with a significantly less dramatic entrance. After the last time they showed their faces in town, things ended rather badly for them, and they wouldn't be making that mistake again. This time they were here for something else entirely. They had sex on the brain, and they wouldn't be denied, not like last time.

Their marvelous contraption was once again a bizarre combination trolley, steam-locomotive, jalopy wagon, with a large windowed chamber through which one could see a huge spinning spiral. You wouldn't want to look at it for long bouts however, or you were liable to fall asleep, and wake up thinking you were somepony else. Rarity was about to find this out first-hoof.

The last time they were in town she did find herself more than a little enamored with the both of them, but the attempt to steal Sweet Apple Acres away from her best friend Applejack certainly soured her opinion of the two. Still, when she saw their odd mode of transport parked just at the outskirts of town, she felt drawn to it. It was a feeling she couldn't shake, even if she couldn't explain it, and try as she might it would not be denied.

Trotting up to the machine, the two unicorn brothers hopped down from the controls at the top, and predictably burst into song.

"Well, lookie what we got here, brother of mine, it's the pony everypony should know,
Rarity's come to us with a thirsty throat, dry tongue, perhaps she's come to give our dicks a blow,
Maybe she's not aware that there's really no need for this desperate road show,
That she doesn't need to ask for us to give her pretty little head a go."

"Uh, I'm certainly not here for whatever all that is," Rarity said worriedly. "Just came over because this machine intrigues me. I don't know what to say...it's just amazing to look at." She stood in wonder, completely awe-struck, the spiraling wheel inside the cabin barely visible through the small window, yet already beginning to work its magic on her.

Flim continued, "Oh, of course, no pony else in this whole place could give you such a chance to be where you need to be; and that's a new world, with tons of musk, freshly sweat and ready for licking—"

"So get on your knees and let us take away all your days of thinking," Flam finished with a smirk.

Their words, so coarse yet dominant; she felt her throat tighten and her heart start racing in her chest. Maybe it wouldn't be so bad to just give them a quick blowwie...NO! Rarity, what are you thinking? A lady doesn't just hand out blowjobs to anyone on the street, even if they are particularly well-dressed and groomed, and even though it would be particularly generous to do so.

In fact, it would be downright selfish of me not to, now that I think about it. Don't think about it. Don't even think any more. Rarity struggled under the pressure of her internal monologue, fighting her own desires and the magic of the Super-Speedy Hypno-Wheely 3000 sending its hypno-beams into her brain.

Flim trotted over and put a hoof around her shoulder, and she smelled him as though somehow magnified, intensified. He smelled foul and yet she wanted him more than ever after getting a heady whiff of his au naturel aroma. When had he last bathed, she wondered, after all those hours and days on the road. Oh my, that stench...unf, somepony needs to give this stallion a tongue-bath, and really it should be me after all. Wait, why me?! What am I even thinking? She was beyond confused, which was perfect for where the Flam Bros. wanted to take her next.

"I suppose by now you're wondering about our peculiar mode of transport," Flim grinned, showing off his yellowing, stained crooked teeth. "This, is the indispensible, unimaginable, Flim Flam Brothers' Super-Speedy Hypno-Wheely 3000. What do you say, sister, care to take a step inside the machine?" He said with a grin, his halitosis wafting out and hitting her full on the face. The smells radiating off of him and the magic emanating from the spiral proved too much for her, and she fainted right there in his hooves—a quivering puddle of desire.

When Rarity awoke, she was strapped to a gurney, her head bound so that she could only stare straight ahead at the hypnotizing spiraling wheel.

"Young filly, I would be ever so honored if you might see fit to let my brother and I borrow your delicious, and might I add spellbindingly fragrant body for our little demonstration here?" Flim smiled, both brothers' eyes now hidden behind ultra-violet goggles.

"Oh no, oh please let me go," Rarity begged, but another part of her already being worked upon by the spiral bid her to relax and open herself up to new possibilities, and see what the Flim Flam Brothers had to show her. "Please, untie me, I'll do whatever you want—I'll suck your cocks!" She gasped, surprise barely registering in the back of her mind that she was now desperately pleading to blow both their dicks right here in their vehicle.

"Ready, Flim?
Ready, Flam?
Let's bing bang zam!
And show this cum-thirsty pony a world of delectable musk!"

The two brothers tap-danced and sang their vaudevillian act. Rarity could swear she heard a melody emanating from somewhere as she stared into the spining spiral, and she knew she heard other ponies chanting around her, saying, "Suck, suck, suck, suck," though she could not turn her head to see if anypony was watching her. Somepony else is here? Why don't they help me, why don't they untie me? Untie me so I can suck those two gorgeous stallions off! The Super-Speedy Hypno-Wheely 3000 was now getting to her.

Flam stepped up to Rarity and opened her mouth with a hoof. To his satisfaction she kept it open. "The fun begins!" He cackled, putting his forelegs on the gurney as he stepped forward and presented his dick for her to suck and lick clean. To their mutual surprise she eagerly went to work, swirling her tongue over the engorged crown and every inch of his sweaty, musky shaft. As he moved forward to present her with more horseflesh for her to devour, she lapped greedily at his balls, and gave every inch of his prick a thorough spit-shining in the process.

Flim was rubbing his hooves together maniacally as he watched his brother get worked over by Rarity's all-too-eager ministrations, and as his own thick length began to harden, he slipped one hoof down and began to clop off to the debauchery in front of him. Sure he could have used magic like many unicorns, but he was a chronic masturbator going back long before he mastered the use of any magics, and he thoroughly preferred to stroke las cascos, which certainly explained his predilection for earth ponies.

Growling to nopony in particular, Flim continued his strange monologue: "Now here's where the magic happens: right here in the spining, whirling, intellect-draining guts of this very machine, her mind plucked fresh is right now as we speak being turned into empty, brain-washed, no-thought, blow-your-head-off, one-of-a-kind gray-mush! Ugh!" He panted, clopping himself with the deathgrip of a long-time self-abuser, his sensitivity reduced to that of a fleshy callous.

"Brother, give me a turn, dammit!" Flim yelled, shoving his brother out of the way and lifting his leg up onto the gurney, giving Rarity unfettered access to every inch of his rank privates. She licked at him hungrily, lovingly slathering spit all over his dick and balls, moving to rim him out as well before showering his perineum with affection as well. She slurped up the mixture of all her spit and sweat dripping from his meaty stallionhood, not even caring about all the hair and filth she was picking up on the way. Foul-smelling, days-old crusts of seed still clung to him in spots.

Rarity's mind screamed out against her debasement, horrified at being reduced to a musk-addicted bimbo, yet her body craved more, and as the two brothers jostled for attention she licked at them both. Satisfaction would come to her as she got to take both of them into her mouth at once, sucking them off and taking them into her throat one at a time as she stared forward through the empty space between their bodies to give her mind's full attention to the wheel.

The Super-Speedy Hypno-Wheely 3000 was putting her brain through the wringer, and every second that she stared felt like minutes to her as she drank in their musky scent and let the machine reprogram her to be a cum-guzzling musk-whore. The two brothers started thrusting into her mouth harder and faster, finally getting off as their cocks rubbed against each other's, against her tongue and the insides of her cheeks, and they splattered her mouth with freshly-squeezed jizz.

Rarity swallowed all that she could like a good little brainless slut, sucking at their pricks long after they finished pumping out every last ounce of their loads, coaxing them once more to hardness as their errant seed dribbled down her chin. Her last conscious thought was, I LOVE BEING COVERED IN CUM, before her mind was blissfully empty.

The Flim Flam Brothers beamed with pride, one musk-addicted bimbo captured using the Super-Speedy Hypno-Wheely 3000, and now they had another mare, a pegasus this time, strapped to the gurney. Flim cranked up the machine and watched his prey, eager to see her mind break.

Something curious happened however, as the wall-eyed filly simply lay there, eyes impossibly crossed, a goofy expression on her face. Derpy thought it was all a fun game as she watched the spiral spin around. Flam started notching up the machine, fueling it with more magical power, and yet still she could not be brainwashed, her mind having some sort of ingrained resistance to hypnotic control. Furiously, the two brothers began flipping switches, turning knobs all the way up, shoving levers this way and that, the wheel beginning to spiral madly out of control.

They looked at each other and realized their mistake as the machine began making a hideous shrieking noise, seconds before exploding, sending the three ponies flying, landing safely in some nearby bales of hay. Rarity meanwhile, suddenly awoke to find herself in a filthy outhouse, with cum drying on her coat. She screamed in terror and ran to wash herself off, no recollection of the day's events.

Author's Note

Celestia forgive me for writing this. (She won't.)
Let me say I had a blast writing this, I hope you can tell. And I hope you enjoyed reading it.

Kisses~

The Super-Speedy Hypno-Wheely 12000

Author's Note

Half the song and dance, and four times the hypnotism! Four times the cock-sucking! Four times the musk! Four times the bimbofication! Four times the Rarity? No, just the regular amount of Rarity.

The Super-Speedy Hypno-Wheely 12000

The Flim Flam Brothers were back with a vengeance. Parking their freshly-repaired Super-Speedy Hypno-Wheely 12000 just outside Rarity's boutique, they lay in wait, idly stroking themselves in anticipation. This time they would take better precautions. This time they'd really get her, and with any luck the effects would have four times the sticking power as before. They licked their lips at the prospect of recruiting a musk-addicted harem of brainless bimbos to have their way with any time they pleased.

It wasn't long before Rarity spotted them through a window, lurking just outside in their fantastic and hypnotic contraption. Having no lasting memory of the previous month's events, she could think of no reason at all not to step outside the safety of her home and investigate. Little did she know that soon enough she would be thinking of nothing at all. The moment she closed the door behind her she felt the machine beginning its work, the magic radiating toward her and her alone with expertly-tuned accuracy.

Flam aimed the machine precisely at her head, and she felt drawn to look toward it through the small window on the side of the vehicle's cabin. She stared at the concave dish as it spun, the spiral slowly melting her mind away like waves at a beach. She closed her eyes and put a hoof to her temple in exhausted pain. Like, why's my head feel so funny? She thought absent-mindedly, unaware that mind-absence was the very intention of Flim and Flam's designs.

Flim, ever eager to get his rocks off, decided to step over and strike up a conversation. "Howdy ma'am, care to take a closer look inside our fantabulous invention?" He was all smiles, behind which lie the predatory gleam of a rapist. He gestured for her to step closer, and peek through the window where Flam sat in wait, hooves at the dials and levers.

"Like, gee mister, that sounds totally fun!" Rarity bubbled, her eyes already beginning to glaze over. "Thanks sooo much for showing me this neato thing ya got here!" I'll show you a neato thing alright, just as soon as we get you inside, Flim thought with a smirk.

He opened the door and ushered her inside quickly, glancing around furtively to make sure no one had seen them speaking. Satisfied that there were no witnesses, he hopped into the driver's seat and quickly turned on the ignition, making a J-turn and driving back down the road, taking a small turn to drive just off the unpaved path and into the forest. Earlier the Flim Flam Brothers found a nice secluded clearing that would give them all the privacy they needed.

Parking the car and donning his protective ultraviolet goggles, Flim stepped into the main cabin of the Super-Speedy Hypno-Wheely 12000, to find Flam hard at work turning Rarity's mind to mush. The softer her mind became, the harder his cock, as the giant spiraling wheel turned and turned, its four smaller spirals whisking away Rarity's intelligence quotient with record speed.

"Flam, I see you've already gotten her well-acquainted with our new and improved machine," Flim snickered, an evil grin sneaking across his face. He licked his lips as he eyed Rarity sitting there, completely fixated on the spirals in front of her. "Hm, turn it off for a second, I need to just check on something," he said, and Flam shut off the device with a low hum.

Rarity blinked and looked around, asking, "Hey, why'd'ja turn off da wheel? I was havin' like, such a good time lookin' at it, hehe!" Perfect, she was well on her way to being clay in their hooves, that they would mould perfectly into the shape of a mindless cum-dumpster. "Like, thanks so much for lettin' me watch this thing, it's like, so pretty!" She smiled completely innocently, oblivious to the small voice in the back of her head telling her to run away and save herself.

"Oh, don't worry about anything," Flim started, "We just want to make sure you're comfortable, that's all."

Run, Rarity, don't just sit there! Get out, get out while you still can!

"Flam, how's she doing?" He turned to his brother, his filthy yellow teeth on full display.

Get out Rarity, they're going to rape you! They're going to rape you with their great big cocks! Look how hard they are!

"Oh she's doing very well brother, she's already had her intelligence reduced fifty percent, suggestibility increased ten-fold, inhibitions lowered by twenty percent, musk-addition has been implanted and stands at sixty-nine percent," he chuckled, listing off more and more numbers and statistics.

Look at their cocks, their big meaty...cocks...they're going to rape you with…with those fat...juicy...cocks...

"Um, I don't know about any of that boring stuff, but like, I'm super-ready to watch some more wheel whenever you are, hehe!" Rarity giggled, completely ignorant of all the ramifications of the 'boring stuff' Flam was talking about.

Like, that 'boring stuff' is your brain, Rarity! Like, he's saying that you're totally stupider now! Like, don't look at their big dicks, and definitely don't lick them! I mean like, it would be nice though, to get just a little taste…no! NO! Not just a little taste, Rarity! Like, you want the whole thing, silly filly! You've gotta lick like, every inch of their musky cocks!

Rarity licked her lips and looked back and forth between the Flim Flam Brother's crotches and the currently dormant spiral dish. Oh, why couldn't life be easier for her, why couldn't she get to tongue-bathe their veiny pricks and watch the Super-Speedy Hypno-Wheely 12000 slowly spin its way through her brain, erasing her personality and making her the brainless bimbo musk-addict she never knew she always wanted to be? She was about to get that wish.

Flim took a seat next to Flam, adjusting the wheel to point right at Rarity's head as Flam started up the machine once more. Rarity shuddered as the waves crashed through her sopping wet mind and made her blink wide-eyed as it began beaming its message of submission directly into her very core.

You are a mindless musk-addicted cum-whore bimbo. You will suck cock and swallow cum. You will sniff up and lap greedily at all the filthy musk you can. Musk turns you on. You are a mindless musk-addicted cum-whore bimbo…

The machine commanded her with a forceful tone, and she was powerless to disobey. She felt her own juices leak down her thighs as she crawled over to the seated Flim Flam Brothers and took each of their dicks in her hooves, immediately stroking them and licking all over their engorged crowns.

"Best money we ever spent, brother," Flim cackled.

I like, totally love cock! The thought flashed through Rarity's mind as she languidly massaged their shafts and sucked their tips.

"Intelligence reduced a grand total of eighty-seven percent…" Flam smiled with a satisfied sigh.

You are a mindless musk-addicted cum-whore bimbo. You are a mindless… The machine droned on at a frequency only Rarity could pick up.

"Inhibitions completely erased, suggestibility up thirty-fold…" Flam grunted, a hoof on the intensity dial, the other tangled in Rarity's mane.

Like, I am a mindless musk-addicted cum-whore bimbo! Rarity repeated to herself in her mind as she licked the brothers up and down their thick members, moving down to suck at their balls and slurp up the spit-and-sweat mixture that coated them all over, rolling her eyes back in pleasure as she overwhelmed her senses with their heady aromas.

"Ungh, tell me how much you love musk and cock, you whore," Flim spat, hawking up a gob of mucuous and ejecting it throatily onto Rarity's smiling face.

"Like, I just LOVE musk, and I LOVE cock, hehe!" She laughed, her mind and any original thoughts completely drowned out now by the sound of the machine repeating her mantra of commands. Images of their sweaty dicks and heavy cum-laded nutsacks danced in her mind's eye.

Flim grunted as he came, blasting a huge wad of jizz that caught Rarity across the cheek and right eye, and she eagerly enveloped his dick in her hot, wet mouth, suckling at it lewdly. She swallowed all his seed eagerly, and when he had no more to give her she turned her attention to Flam. Quickly she was rewarded with a second mouthful, and she guzzled that down too, stroking them both slowly back to hardness to signal how much of a cum-whore bimbo she was now.

With a groan, Flam turned to his brother and read out the final stats for their prey's mind: "Musk-addition successfully implanted and finalized at one-hundred percent. Intelligence lowered by ninety-five percent of original quotient. Inhibitions erased. Personality erased. Suggestibility at one-hundred fold of original. She stands ready for new personality matrix, brother. What say you and I give this cum-thirsty pony a whole new outlook on life? What do you think of that, Bimbority?" He grinned wickedly as he looked down at her cum-streaked face.

She thought nothing, of course. She merely smiled up at them blankly, idly stroking their dicks and lapping at their tips as they leaked small errant amounts of cum and more pre, signalling their arousal anew. She would have no more pesky thoughts to make her confused. There would be no more dresses for her to wear in her future.

From now on all she would wear was the cum of stallions, and the smell of their rank odorous musk all over her mouth and face, as she luridly rubbed her cheeks against their sacks.

THE END

Installing Bimbority.exe
Loading…24%
Loading…36%
Loading…48%
Loading…72%
Loading…96%
Upload completed.
Personality matrix successfully established.
Subject designated 'Bimbority' now enabled for use.

"Mmm, you boys smell so good," she said with a husky voice and blank, expressionless eyes.

Epilogue - Spiraling Curls Swirling in Your Mane

Rarity's throat spasmed around Flam's cock, eager to milk out and swallow another hot load of jizz, her lips sealed tightly around the base of his turgid shaft. Her eyes stared blankly up at his face while he leered lecherously down at her, running a hoof through her cum-matted mane as he shuddered and came again. Flim busied himself performing maintenance upon the the Super-Speedy Hypno-Wheely 12000. How many days had it been since they hypnotized Rarity for the second time and made her their little living sex doll? They'd lost track.

The mayor had been duly paid off to keep a lid on the pony-napping case, and all investigations into the woods nearby Rarity's boutique turned up dead-ends. The Flim Flam Brothers were free to do as they pleased with Rarity's body and what little was left of her mind, routinely running tests to make sure all the conditioning stuck. They wanted their musk-addicted bimbo to stay that way, even if the machine broke down. They relished the time they spent getting off in her throat, lewdly wiping their sweaty sacks on her face.

Out in the forest, nopony could hear the cries of passion, hear her sultry dulcet tone as she hungrily begged for more seed and musk to lap up like a trained pup. On most days nopony would be around to hear any of that, but as fate would have it, today was the day that one pony would stumble upon the scene of their hypno-fueled hedonism.

Fluttershy was wandering the forest, tending to all the various woodland creatures she cared for, when she heard what she thought was Rarity's voice on the wind. Rarity had been missing for a week now, and everypony was deeply concerned. It was as though she just disappeared one day, leaving without a trace. Fluttershy dropped her acorns and galloped towards the sounds, hearing her friend's voice louder and more distinct with each hoofbeat.

Bursting through a wall of brush, Fluttershy found herself in a clearing, at the center of which was the Flim Flam Brothers Super-Speedy Hypno-Wheely 12000. Running up to it without any concern for herself, she politely knocked on the cabin door of the vehicle, from wherein the sound of Rarity's voice could be heard emanating.

Flam and Flim exchanged surprised glances. Flam put his hoof on Rarity's face and forcibly pushed her off his cock, saying, "Well what have we got here brother of mine—"

"Can-it Flam, and hide her. I'll get the door," Flim said curtly, hefting a heavy wrench in his hoof. Nopony zim-zams the Flim Flams.

"Um, hello? Rarity? Are you in there? Is anypony in there?" Fluttershy asked through the door, knocking at it again.

"Hell-lloo young filly, what can I do ya' for?" Flim answered with a wide, toothy grin, holding his weapon behind his back. "Care to take a step inside?"

"Oh yes, thank you. I thought I heard my friend Rarity, I don't suppose you'd mind if I looked around? If that's okay with you, that is..." Fluttershy trailed off, failing to notice the conspicuously pony-shaped throw-pillow Flam was sitting atop. "It's just that, she's been missing for several days now, and we're all so worried about her."

"Of course, by all means, be our guest," Flim shot her another all-too-eager smile, slowly raising the wrench above his head the second her back was turned.

"Is this all of it? No other um, rooms?" Fluttershy asked, looking at Flam, and then turning to look at Flim. Flim nearly dropped the tool as he quickly hid it behind his back and put a hoof nonchalantly against the wall, a bead of sweat dripping down his temple. "Wait a minute, I know you two..." she said, looking hard at Flim as the sweat began pouring down his brow.

"Oh do you now...?"

"You're those nice cider-makers from before," she smiled kindly, and Flam visibly relaxed, exhaling a deep sigh of relief. Flim put a hoof around Fluttershy's shoulders and surreptitiously lowered the wrench to the floor, quietly setting it down as he coughed to disguise the noise.

"You're absolutely right. We're Flim and Flam, the Flim Flam Brothers! We're traveling salesponies, and we sell cider, snake-oil, tonics, and pretty much anything else we can get our hooves on," he started, flashing her another rictus grin, his yellowy stained teeth on full display. What nice, kind, friendly ponies these two brothers are, Fluttershy thought. How utterly mistaken she was.

"You've got opportuni-TEE in the cabin of this jalop-PEE!" Flam burst into song suddenly, sending up the jazz-hooves and kicking up his back legs.
"Ouch, darling!" Rarity's muffled voice came from inside the pillow cover.
"Flam, no!" Flim cried out, but it was too late.

"Wait just a minute, that was Rarity I heard just now. Why have you got Rarity inside that pillow? Get off her this instant," Fluttershy ordered sternly, watching as Rarity's face slowly emerged from the open end of the pillow case, her mane a tattered mess.

Flim clucked his tongue and shook his head sadly, "Well, now you've done it. Now we can't very well let you leave here, knowing what you know." He pressed a button and the doors locked themselves tightly. He slipped on his ultraviolet goggles and started fiddling with various knobs and levers on the inimitable contraption, the Super-Speedy Hypno-Wheely 12000 slowly whirring to life.

"If you don't let Rarity and me go right now, I'll be forced to use...THE STARE!" Fluttershy said menacingly, looking back and forth between the two brothers with as threatening an expression as she could muster.

Flam and Flim looked to one another and shared a smirk, before stepping behind the spinning discs. "Go ahead and stare at us then, do your worst!" Flim said mockingly, him and his brother hiding behind the rapidly rotating dish but keeping their faces visible, so that she would be forced to look at the very great machine if she wanted to stare at either of them.

Fluttershy didn't know any better so use The Stare she did, opening her eyes wide as she looked directly at the Flim Flam Brothers and by extension the Super-Speedy Hypno-Wheely 12000, as well. She didn't know that behind their ultraviolet goggles, the Flim Flam Brothers' eyes were serenely closed. All she could see were their smiling faces and the spinning circular spiral whirling its way into her mind, making her feel sleepy and woozy and dizzy.

Within seconds she stopped using The Stare and simply stared blankly at the Super-Speedy Hypno-Wheely 12000, unable to tear her eyes away from the multitude of spirals, the large dish in the center beaming thoughts directly into her head.

You are a mindless musk-addicted cum-whore bimbo. You will suck cock and swallow cum. You will sniff up and lap greedily at all the filthy musk you can. Musk turns you on. You are a mindless musk-addicted cum-whore bimbo…

Fluttershy found herself quietly repeating the words, the machine taking over her thought processes as her eyes slowly glazed over. Rarity climbed out of the pillow case and stood up, slowly stepping over to join her friend, watching alongside her. As the machine droned on in their minds, they repeated the commands together, blissfully slipping into thoughtless oblivion.

Turning off the enrapturing machine, Flim smiled as Rarity stepped over to Flam and started sucking his cock again. Flim turned to Fluttershy and asked, "So young filly, still got any thoughts bouncing around in that mushy brain of yours?"

"Um, like, I was just wondering if I could suck your cock? That is, if that's like, okay with you? Hehe," Fluttershy replied, upward inflection dripping from every other word. Her expression was that mixture of horniness and stupidity that made Flim rock hard. Taking his seat next to his brother Flam, Flim watched with excited anticipation as Fluttershy dutifully stepped over and got on her knees, and began eagerly servicing his throbbing cock as well, with Rarity right by her side.

Well, as one might imagine, two Elements of Harmony suddenly going missing brought down an unremitting shit-storm upon the corrupt Mayor Mare. In the wake of her cowardly suicide, an entire battalion of Royal Guards swarmed Ponyville, locking down the quiet hamlet, the sound of their hobnail horseshoes echoing through the normally sleepy village as they marched in lockstep.

"We gotta do something!" Rainbow Dash implored, speaking with the remaining Elements gathered in Twilight's library.

"Ah'm with ya' on that one sugarcube," replied Applejack, determination all over her face.

"Abso-looty-tooty!" came Pinkie's reply.

"But we can't just rush off, we don't even know where they are or where to look, and it's not safe to split up and go alone—" Twilight started, before being rudely interrupted.

"Then the three of us won't split up, and we'll search all over until we find our friends!" Rainbow Dash shouted, rage and worry in equal measures in her expression. She tore out of an open window, and the two earth ponies followed suit, jumping out of the ground floor window in hot pursuit rather than take the open door on the other side of the room.

"Oh Spike, where could Rarity and Fluttershy be?" she asked nopony in particular.

"I dunno, maybe there's a spell for locating ponies somewhere around here," Spike mused, absent-mindedly. The two of them thus spent the rest of the afternoon poring through books, desperately searching for a spell on pony-location.

Rainbow Dash was the first to find the Flim Flam Brothers' vehicle, still parked in the small clearing just outside town, unsurprisingly near Rarity's boutique. Looking behind her, she saw Applejack and Pinkie Pie galloping full speed toward her, and she waved frantically at them and then pointed downward before diving into a landing.

Right away she knew something was amiss. There was no vaudeville song and dance greeting her, and even more importantly no cider. Pressing her ear up against the side of the jalopy's cabin, she could hear what she thought were Rarity and Fluttershy's voices. They were very indistinct, but they seemed to be drinking something. Every so often she could hear a 'darling' or 'oh my,' and she knew then that they were inside the machine. She slammed her hooves against the door, yelling, "Open up! Open up in the name of Princess Celestia!"

To her surprise, the door did open up, and quite suddenly. She fell forward on her face, and when she looked up, she was staring right at the Super-Speedy Hypno-Wheely 12000. You are a mindless musk-addicted cum-whore bimbo. You will suck cock and swallow cum. You will sniff up and lap greedily at all the filthy musk you can. Musk turns you on. You are a mindless musk-addicted cum-whore bimbo. The machine droned away, already fast at work erasing her consciousness, and the last thing she thought before only musk filled her mind was the far-away voices of Pinkie Pie and Applejack calling out her name as she slowly stepped into the jalopy.

Applejack and Pinkie Pie rushed into the clearing, spotting a rainbow-colored tail disappearing into the Flim Flam Brothers' mode of locomotion. "The Flim Flams! I should have known," cried Applejack, her hooves shaking with barely-contained anger. With a feral whinny she charged forward, gathering up a head of steam before spinning around and bucking in the door with a well-placed kick, sending it to car-door hell in an explosion of splinters and the tinkling of shattering glass.

Pinkie charged through the door first, quickly swiping the ultraviolet goggles off of Flim and Flam's faces.

"Hey, we need those goggles!" Flim cried out.

"No you don't, not as much as we do, sillies!" Pinkie Pie laughed, putting a pair of them on and tossing another pair to Applejack.

Pinkie Pie turned the Super-Speedy Hypno-Wheely 12000 on its makers, and instantly it began streaming its message of subjugation and addiction to musk directly into their brains. You are a mindless musk-addicted cum-whore bimbo. You will suck cock and swallow cum. You will sniff up and lap greedily...

"Nooooooooooooohhhhhhhhhhhhyyeeeeeeeesssssss..." the Flim Flam Brothers wailed, their lamented cries slowly turning into a satisfied moan of pleasure.

As Pinkie Pie dragged Fluttershy, Rarity and Rainbow Dash to safety, Applejack watched with some small measure of vindication as the Flim Flam Brothers collapsed upon each other and began sucking one another off in an incestuous display of homoeroticism. It almost disgusted her to watch as they sixty-nined shamelessly in front of her, their lips and tongues sliding up and down each others' hard dicks, slurping at the sweaty, musk-ridden shafts still sticky with Rarity and Fluttershy's saliva.

With her task finished and the Flim Flams lying in a frothy pool of spittle, cum and defeat, Applejack smashed the Super-Speedy Hypno-Wheely 12000 and left.

Back at the library, Twilight Sparkle was able to help reverse the hypnotism that Rainbow Dash and Fluttershy had been subjected to with a mind-control-reversal spell. Rarity, on the other hoof, was in much deeper, and treating her brainwashing would turn out to be far more difficult than anypony could have imagined.

After hours of re-conditioning experiments and trials in the basement, Twilight shakily made her way up the stairs, her horn aglow.

Fluttershy and Rainbow Dash sat up, nearly spilling their hot cocoa, as they both asked in unison, "How's Rarity, is she okay?"

Twilight shed a single tear and quietly said, "I'm just so, so sorry girls, the old Rarity is gone forever." Behind her, Rarity stepped into the light, her entire body softly glowing with Twilight's magic.

"But, she's right there, isn't she?" Pinkie asked, pointing out the obvious.

"Thank you darling, but I'm afraid she's quite correct, I'm not the pony I once was. Even now, I thirst for -yuck- filthy musk," Rarity explained, licking her lips subconsciously.

"It's taking a considerable amount of my magic just to keep Rarity cognizant right now," Twilight added sadly. Everypony in the room shook their heads in disbelief, looking down at the floor as the stark realization hit them that the friend they knew might truly be gone forever.

"And I want to thank you, darling, for using your magic to keep my mind out of the gutter like this," Rarity smiled graciously, "if our places were revered I'd do the same for you in a heartbeat. Whatever magic you can spare is fine by me."

"Unfortunately the Flim Flam Brothers' hypnotization machine seems to have done a very thorough job on Rarity. Without a precisely updated schematic to study, I'm afraid the effects will be quite permanent, as I won't be able to reverse-engineer a methodology to undo what was done," Twilight explained gloomily. "She will always have an unquenchable thirst for stallion musk, and an insatiable need to suck off every sweaty stallion she sees."

Just then, who should walk through the door but Big Macintosh, here to fetch Applejack back to the farm. As evidence of everything Twilight just said, Rarity went completely berserk and attacked Big Macintosh's big veiny cock, licking and snorting at it right in front of all their friends.

"Twiwight, hewp me, gllgh," Rarity mumbled, cock filling her throat until she couldn't even speak. Mascara ran down her cheeks as she sobbed in shame, humiliated beyond belief at her own actions and just how much she's enjoying herself.

Twilight realized that the only kind thing she can do is drop the spell giving Rarity back her cognizance so that she doesn't have to be completely aware of her own debasement. Sorrowfully, she dropped her horn, letting the magic glowing from it die off, and she watched as Rarity's eyes glazed over once more.

Everypony watched in horror and fascination as Rarity's entire demeanor changed. No longer were her tears those of sadness, but of joy. No longer were her cries those of resistance, but of lust. She redoubled her efforts, no longer fighting herself, and took every inch of Big Macintosh's stiff prick down her gullet, until her nose was pressed against his hairy belly, her chin rubbing against his sweaty nutsack.

"Eeyup," he groaned distastefully, her ministrations easily coaxing from his balls the biggest load he'd ever blown in his life, flooding her mouth and throat with his hot, gooey seed. Fluttershy and Twilight looked away, embarrassed for their friend. Pinkie watched in awe, however, amazed as Rarity forced herself to stay down on that colossal dick.

Applejack wasn't impressed at all, she was angrier than anypony else, if anything. "Alright big brother that's enough, time to get you back to the barn," she lectured, shoving him rudely toward the door until his cock unceremoniously unsheathed from Rarity's esophagus, still spurting sticky ropes of semen onto her lips and face as well as the floor. She crawled after them on her hooves and knees as they exited the library, her hunger knowing no bounds. Twilight's horn began to glow with magic once more as she channeled her magic into her friend's mind.

Rarity blinked rapidly as her thoughts were flooded again with newfound coherence. "Ack, pth-pth-pthhbb!" she spat, licking her lips afterward without knowing. "Oh Celestia, what have I become? I'm so pathe-he-hetic," she whimpered, crumpling into a heap on the sticky floorboards.

"I wish there was more I could do," Twilight sadly intoned, staring at the floor dejectedly. As Fluttershy silently excused herself, Pinkie Pie and Rainbow Dash volunteered to go search the last known whereabouts of the Flim Flam Brothers and their Super-Speedy Hypno-Wheely 12000. "Thank you both. Please, bring back whatever you can find, and if possible any schematics. Those especially will be of great value to me," Twilight said softly, hope starting to edge into her voice.

But upon reaching the clearing, all the duo found was wreckage. The machine had been smashed further, as if Applejack hadn't already done enough of a job destroying it the first time around. The Flim Flam Brothers, meanwhile, were nowhere to be seen. Pinkie Pie and Rainbow Dash searched the cabin for any sorts of plans or blueprints, but could find none. With some measure of resignation, they finally resolved to simply bring back the machine as is and hope that Twilight would be able to figure out something.

"What am I supposed to do with this? It's completely trashed!" Twilight Sparkle fumed, pacing in the basement of the library where she kept all her scientific equipment. "And you're sure you couldn't find any schematics?"

"Nope, no plans, no Flim Flams, either," Rainbow Dash lamented. She would have given anything to see their ugly faces again, so that she could strangle them. After they fixed Rarity, of course.

Rarity sat nearby, gently stroking her mane and rocking from side to side. "Ugh, I can't even think straight right now, don't you realize how hard this is for me?" Twilight and Rarity both said in unison. "For you?" they asked simultaneously, shocked.

"I'm sorry Rarity, this spell is exhausting me, and I'm already taxed beyond normal levels of spell-casting. This is harder than that time I had to take care of that ursa minor," Twilight sighed, rubbing one of her temples. It was taking every ounce of her mana to keep Rarity somewhat like what she used to be, and even then it clearly wasn't a perfect spell.

"I know how you feel darling, I had those Flim Flams tap-dancing on my brain for who knows how long, and now all I can think of is...ugh, I don't even want to say it!" Rarity cried, shaking her head in denial. Anything else she hoped to say was cut off as Twilight's magic gave out, and Rarity's eyes glazed over, her body visibly relaxing.

"I'm sorry, I'm so, so sorry," Twilight said, rushing over to her friend. But all she saw in her friend's face was a benign smile, her eyes glazed over with obliviousness. "I just need...some rest, and then...then I'll be able to—to—"

Twilight stumbled over her words as she stumbled towards the stairs up to the library, intending to get some sleep. But before she could even get one hoof on the first step, she passed out then and there. Pinkie Pie and Rainbow Dash helped carry her up to her bed, leaving Rarity still sitting blissfully in the darkened laboratory.

The morning brought little developments in the way of finding a means to bring Rarity back. It was still draining Twilight far beyond her normal capacities in trying to keep their friend from devolving into a mindless cum-dump, and it was all the rest of their friends could do to keep Big Macintosh and every other stallion in town from setting foot near the library.

Twilight examined the trashed heap of machine parts in front of her, trying to figure out how in the world it had been put together in the first place. Maybe if I can reverse-engineer the device, I can reverse the... she thought, her brain misfiring as she searched for words that came slower and slower. Reverse the...process! she finally surmised, with a little triumphant flourish. Oh, it's so hard for me to think and keep Rarity who she is at the same time. Maybe if...

"Twilight, I know what you're thinking, and it's okay," Rarity said somberly.
"Huh?! How could you know what I was—"

"It's quite alright, darling," she continued, "I know I said that I would do the same for you, but, you're a far more powerful unicorn than I, and anypony can see for themselves that this is taking itself out on you." Rarity wrapped her hooves around Twilight in a big hug. "I want to say, thank you, for letting me have these last moments, but it's okay. I'm not much use to anypony in this state as it is."

Twilight hugged her back tightly, and allowed her horn's magic to slowly trickle to a stop. Immediately she felt immensely relieved, as the gigantic boulder-sized headache that was throbbing in her brain finally dissipated. But, she felt her friend's embrace go slack in her arms, and as she pulled back she saw her blank expression smiling at her, and she wept.

Twilight threw herself back into her research, a new clarity invigorating her as she wiped the tears from her eyes. The hours turned into days, and days into weeks, and still she came no closer to reverse engineering the Super-Speedy Hypno-Wheely 12000. The madmen responsible for building this contraption were a pair of crafty and decidedly insane ponies, she determined. That was as far as she was able to get, and it made things worse to have Rarity locked up with her in the basement all through the day and night, a living reminder of the stakes.

Twilight Sparkle's magic flared to life, casting the remarkably complex and overly-draining spell one final time. "Rarity, I—"

"Yes darling, have you found a way to change me back?" Rarity asked, cutting her off. Looking at her exhausted and sad demeanor however, she could answer that question for herself. "Oh, no, you haven't. Well, that's quite alright, you know it's like we were just hugging a moment ago for me. Time doesn't seem to have much meaning when I go wherever it is I go in my head."

"I'm sorry Rarity, there's nothing more I can do. I'm at my wit's end here. I can't figure out how they built this damned device, I can't figure out how to rebuild it or reverse-engineer something that would cure you, and I can't keep on using all my magic every day for the rest of our lives, it's killing my head."

"I understand..." they both stared at each other with tears welling up in their eyes.

"Rarity, I want you to know you're my very best friend," Twilight blurted out, as she began crying openly.

"You're mine as well, darling," Rarity sniffed, and the two hugged tightly, knowing it would be their last.

Twilight stepped back and took a deep breath, letting go a heavy sigh. She managed a weak smile, and then her magic faded out once more. With it, faded the twinkle in Rarity's eyes, as she became a mindless slave to hedonism once more. Twilight lead Rarity back to the boutique, and all their friends beat off anypony that tried to get near them with a stick. They endeavored to set her up comfortably, but they knew it was largely for show. She would always need somepony to watch over her and make sure she was eating and taking in the right amount of fluids.

Thus Rarity spent the rest of her life on her knees, a sweat-stained meat-mare for all the stallions of Ponyville to take advantage of at their leisure. The only thing her friends asked was that anypony that visited her be respectful, and try to take care of her well-being and her living quarters. The only thing Rarity asked for, however, was musk, and cum.