The day passed, filled with more moaning coming from her newly acquired slave Rarity, and Mistress Butterfly was feeling contempt. Sure, the cottage was no place for a deity such herself, but for her plan to work, it had to suffice, at least for now. She gave a commanding pose, her legs spread so her eager slave could show her the breadth of her licking ability. Even though she showed admirable restraint, a few deep moans escaped the seductress’s kissable lips. Those sounds provided ample motivation for Rarity to increase the intensity and vigor of her assault into Butterfly’s female treasure. Her persistence did not go without reward, as the corruptive nectar coming from the Mistress splashed onto her dazed face, giving the mare a valid reason to lick herself clean.

“Very good Rarity. You are growing up to be quite the pet. But sadly, one mare can’t satisfy my needs. I am aiming for so much more..” Mistress Butterfly explained, still enjoying the afterglow of the orgasm she had just experienced.

“More Mistress?” Rarity inquired.

“Of course my pet. One cannot become a being of immense power by destroying the host you reside in. No, only with true respect for the hosts desire can a creature of lust such as me be at her best. Your old friend had one very long, very frustrating high school crush.”

Rarity only gave out a high pitched squeal. Sure, Mistress did a number on her mind, but her love for gossip was too strong.

“I knew you would like the angle. Tell you what, since you are so eager to find out who I want as my newest plaything, why don’t I just give you the honors of giving her the letter?” Mistress Butterfly asked, the idea giving her a very guilty smile.

“Anything for you Mistress! I will be on my way as soon as you write it.” Rarity proclaimed, raising from her kneeling position, and standing straight like a pegasus in the Wonderbolts Academy

Mistress Butterfly obliged her toy, and with a quick whip of her dark power, a letter appeared in her gloved hand. It seemed innocent enough, with it’s beige paper, and only a very official looking stamp on it’s side that read “MB” giving it any sense of importance. The only thing that was truly important was the pony it was addressed to. Rarity knew the mare too well.

“Rainbow Dash?!” Rarity yelled in confusion.

“Now don’t act too surprised. They went to the same school, were buddies and Dash is a freak athlete with such a wicked sense of style. Oh it makes me giddy just thinking of her.” Mistress Butterfly giggled, channeling that poor soul’s desire that she engulfed.

Rarity confided to her Mistress wishes, and took the letter. Of course, she took her sweet time in releasing the gloved hand, enjoying the attention such an action gave her from her Mistress.

She then quickly proceeded to put on her usual attire, cleaned by her Mistress magic, only to be interrupted by the evil dominatrix. With a puff of red smoke, Butterfly appeared, only to grab Rarity’s hands, stopping her from putting the rest of outfit on. A quick kiss on the lips, Rarity was naked again, the panties and her blouse gone back to the sorted pile.

“Oh no, you are not going out like that. My messenger has to wear the official uniform.”

Rarity wanted to reply, but as excess latex came from her Mistress gloves, she only could let out a squeal. The material raced over her, covering every inch of her fur, and to the unicorns shock, and as it turned out arousal, filled every hole. It even covered her face, leaving only room for her mouth, her nostrils and her ever elegant mane to prod trough. Her eyes were hidden behind a pair of purple semi-transparent lenses. The rest of the latex turned yellow, with two stripes coming from the bottom of the new heels that sprouted, all the way up her sides, ending at her wrists. A large black circle began to form on her chest, with only two bolded numbers written inside “01”. A mix of pain and euphoria was on Rarity’s face, much to her Mistress bewilderment.

“Oh. Sorry there, I forgot one more detail.” Butterfly apologized uncharacteristic, only to slap her slave right on her buttocks, creating a hole for her lovely twirly tail in the process.

The relief was quick, and only joy was now on the unicorn’s face. She was eager and ready, looking like sex embodied right now.

She gave her Mistress a royal bow and left the cottage. Butterfly replied with a small wave, and got to work. A new home was in order to great her newest toy.

The residents of Ponyville have come to expect odd things on their streets by now, but not something like this. A mare, shiny as the sun, covered in a unfamiliar material, strutted her ample bosom and ass right across the main square. There were screams, groans, and a few moans as well, but Rarity did not mind. In fact, apart from those who were in the close proximity of the unicorn, no one recognised her. The unusual anonymity and the desire some of the stallions and mares exhibited was intoxicating. The fact two molded dildos kept pushing into her with each step did help as well.

Her goal was clear, a cloud right next to the town square. She could make out a faint hint of rainbow on top of it, and she yelled out the name of her dear friend.

“I have mail for Miss Rainbow Dash!” the unicorn proclaimed, making sure everyone near her heard it as well.

On the top of the cloud laid Rainbow Dash. Her cyan skin hidden under a pair of blue jeans, a pair of old school sneakers, with two rainbow blitzes stuck on the sides. A black jacket with a cyan shirt under it gave the impression she was trying to hide her athletic body from the lustful gaze of some the ponies in town. Her rainbow hair, ruffled and greasy was shaking since she was bobbing her head to the newest song from her favorite punk band “The Bucking Trotters”.

Only after multiple attempts did Dash notice her name echoing and turned around to the source. Nothing could have prepared her for Rarity’s look, and as she pulled her headphones down, so did her jaw drop.

Rarity waved enthusiastically, joyous her friend finally noticed her. The sound of the latex as she did so gave her all the more satisfaction. Dash raced from the cloud to her, only to stop dead in her tracks mere centimeters from Rarity.

It took the pegasus a few moments to try and talk to Rarity, her gaze firmly fixed on the outworldly garment the unicorn was wearing.

“Eh, Rarity, is that you?” was the only thing Dash could muster, as she stretched her arm towards Rarity with desire to touch the fabric.

”Indeed, my dear Dash. I see you like my new outfit.” Rarity replied in her usual sophisticated manner, all the while grabbing her friends hand and pulling her near.

Dash’s hand began to rub against the latex covered arm and the cool sensation began to light a fire inside of her that she desperately tried to hide.

“I can sense you are interested, but I am here on official business.” Rarity teased and placed the letter in Dash’s pocket, as the pegasus levitated, still in trance from the alien sensation the suit gave her.

Dash wanted to ask Rarity loads of questions, but as Rarity turned around and swayed away from her, she could only focus on the ample behind that was packed in the yellow fabric. Only after the mare was out of sight did Dash regain any sense of control, her face red as an juicy apple from Sweet Apple Acres. She flew away quickly to her home in Cloudsdale, leaving the onlooking crowd confused.

She actually flew through her cloud door, not even taking the time to open it. Fixing it later seemed the right idea, but this letter was of more importance. It might answer a lot of very personal questions for the pegasus, questions that she thought she managed to hide from other ponies, especially Rarity, and whoever send her this letter.

She gazed upon her large Wonderbolts poster, the suits gleaming with power and flair and opened the letter.

My dear Dash,

I am so glad you actually opened the letter. I hope my delivery system was not too over the top for your taste. Oh wait, I know it wasn’t. If I remember, you did own some magazines with ponies dressed like that in Flight School.

You are probably wondering how in the name of Celestia I know about that private stash of yours, and rightfully so. I assure you, all will be revealed in time at my mansion.

Do drop by, I promise it will be a night to remember.

Your Mistress Butterfly

P.S. I must insist you come alone, this is supposed to be a private session. Otherwise I will have to release this information to your fans.

Dash read the letter in one breath, her secrets being fully displayed, and worse yet, known by some stranger. She read the address at the end of the letter, its location just out of town. The fact this pony insisted on coming alone was unnerving of course, but if there was ever a sweet form of blackmail, it seemed to Dash this was the case.

Only after taking a shower to cool her senses and fixing her door, did Dash go the mansion. She didn’t remember hearing or seeing a mansion in Ponyville, but given the fact unicorns could do magic, nothing was beyond the realm of possibility.

And as Dash cleared the last bit of forest to the address, she saw what could only be described as a temple of decadence.

The crimson red facade was covered with marble windows, each one with it’s own depiction of a pony in a baroque fashion, be it either a theatrical pouring of wine into a glass, picking apples, or just standing in a revealing fashion. The front door was made out of two wings, the steps being covered by two large pillars and a stone roof. The garden in front of it was centered around a large fountain, and the steel fence was a work of art as well. Needless to say, its commanding presence gave Dash a sense of awe and respect, even if she did not like the stylistic choice. She lifted herself over the large fence and stood at the main gate. A large ornamental door bell was in front of her and she quickly pressed the button, her curiosity dragging here ever faster into this mess. The sound was not what she expected, as a large moan came from the audio system.

“So much for the classy decor.” Dash mumbled to herself, as the door slowly opened on their own.

Inside of the mansion did follow the lavish exterior, as the walls were covered in oil paintings and the furniture of the welcoming hall oozed upper Canterlot class. The mare depicted on the paintings gave Dash the chills.

Her lustful gaze hidden behind a body that, even covered in very revealing clothing, still gave away a sense of innocence. The mare’s face was covered behind a mask, but the colour of her fur, not to mention the styling of her mane gave Dash the idea that only pony could hide behind the facade, no matter how ludicrous the idea may be.

“Fluttershy?” she said aloud, as if to test that the idea had any merit.

“Yes, and no.” a voice behind her said, with distinct clicking of heels on the marble floor, signaling that Dash was not alone anymore.

Dash quickly turned around, and she was rewarded with quite a sight. The mare in the paintings was standing in front of her in all her radiant beauty. She had gone for a combination of red and black this time, with two red stripes following her curves right from her shoulder down to the end of a very short skirt. The dress did not end at her shoulders though, as the design itself incorporated gloves as well. A pair of stylish red boots completed Mistress Butterfly’s look, with a logo similar to that of Rarity placed right on her ample breasts. It was a simple crimson butterfly, and as Dash looked closely, she did notice a small zipper that could be opened, freeing the breasts from their shiny prison.

Dash’s usual snarky comebacks were gone, the mixture of surprise and arousal too much to bare, even for such a “cool under pressure” character such as herself.

Mistress Butterfly moved in on her target, her hand placed right onto Dash’s shoulder as she moved to the pegasus’ back.

“Speechless? My, than I really hit the sweet spot with you, Dashie!” Mistress joked, her excitement rising by the moment.

“Okay, if you are not Fluttershy, what have you done with her? And Rarity for that matter?!” Dash snarled back, regaining some of her composure, as she moved away from the tempting Butterfly.

“As for Rarity, you could have asked herself. I mean, she was right next to you, I presume, otherwise you would not have gotten the letter. Something must have been more important than asking... Oh, it was the messenger outfit, wasn’t it?”

Bullseye.

Dash’s resolve faltered as Butterfly’s comment sank in. Why didn’t she ask indeed?

”Well, I was confused, like all the other ponies around me.” she tried to hide her embarrassment.

“A good bluff, but a bluff all the same. I know why you didn’t, you could not see the mare from the suit. Just like everyone else, given the right motivation, you crumble.” Mistress concluded, her words cutting into Dash like a hot knife through butter.

“Stop inventing stuff, you fiend! Nothing can stand between me and my friends.” Dash gnarled, her voice closer to a dog than a mare. Her anger was getting to her, and she tried to lash out at her captor.

”Really now? Challenge...” Butterfly said and snapped her fingers, making Dash disappear in a cloud of red smoke.

“Accepted.” the wicked enchantress concluded her remark and vanished after the pegasus.

The punch only touched the magic drenched air in what could only be described as a mix of dungeon and gym. The walls were medieval, yet it held modern exercise equipment. Dash staggered but managed to regain composure just before falling on her face. Mistress Butterfly appeared soon after her, ever the immaculate pose.

“So much anger, so much untapped potential.” she whispered to herself and closed in on Dash, who stood in a defensive stance.

“No need to fear my punches, Dash, I just want to give you the chance to free your dear Fluttershy. How about a deal? Punch me once, and I will leave this body.” Mistress said, enjoying the play more and more.

“Yeah right, and what’s the trade-off? I may be reckless but not stupid.” Dash replied, a cocky smile on her creeping in.

“No punishment. I only ask that you give it your all. Don’t hold back. I will throw in a consolation prize already.” Mistress said and created a cyan shiny ball in her hands that flew like a bullet, only to splash right on Dash’s chest. The impact disintegrated her casual clothing, leaving the mare exposed and blushing.

“What’s the big idea?” Dash said furiously, covering her rack with one hand and her female treasure with the other. Luckily for her, the splash of cyan rubber moved in, only to form a sports bra and a very revealing thong to cover the privates. The slithering fabric made Dash quiver with its movement, leaving the mare puzzled and, even though she hated to admit, aroused as hell.

“Well, in order to stand a chance against me, you need more than just your normal, albeit impressive reflexes. That is where The Suit comes in. A little magic artifact that I made during my last visit to Equestria. Give it a try!” Butterfly said with faint of nostalgia, only to extend her gloved arm and wave Dash to her.

Dash still tried to recover from the sensation the suit gave her, but she might as well try it now, with her friends at stake, time wasting was not an option.

She swung first, but actually crashed in the wall behind her, her own speed catching her off guard. Mistress Butterfly dodged the swing gracefully, not even her mane was flustered. It felt amazing, just to swing without abandon. Even though the wall was solid bedrock, Dash didn’t feel a thing. That fact scared her, but she had to go on, suit in hand.

“Good, good. Now try again, but get angry! I enslaved Rarity and consumed your best friend, and you are not trying your best? Pathetic.” Butterfly teased, strolling with her ample behind swaying, almost like an insult to Dash.

Dash knew that the suit was giving her a fighting chance, but it was not enough. She needed more power. That desire alone seemed to fuel the suit, as it began to spread onto Dash’s stomach, giving her some sort of cyan swimsuit, fit with two golden lightning bolts on the sides. As the rubber continued its spread and covered every part of her torso, a new feeling engulfed the pegasus. Her muscles seemed to gain more strength and quickness by the second. Dash moaned as each ounce of power gave her a pleasant buzz in her private quarters. Only after she regained her composure and balance, did she notice the design of the new one-piece. The motive was all too familiar to Dash, and she had to ask.

“Wonderbolts? I should have known there was more to their suit.” she said aloud, catching her breath.

“Their? Nah, they just wear spandex. But your suit, that is one of kind. The design was not my idea, it just took your desire and put it onto your body. Heck, if Twilight wore it, it would probably be a Starswirl the Bearded cosplay.” Mistress explained, smiling at the cosplay idea.

“Enough talk! Let’s see if you can dodge this time!” Dash yelled, her demeanor more direct and reckless. This time she was even quicker, but thanks to her stronger and quicker torso muscles, she managed to stop next to Butterfly. Sadly, her arms and legs were not up to the task, and Dash slipped on the floor, hitting the other wall with even more force than last time.

Anger boiled in Dash, her desire to win clouding everything else. The issue was clear, and she knew how to turn the odds in her favor. She raised her arms upward, almost as a sacrifice, only for the suit to oblige. The slithering sensation was an added bonus, but the raw power that her new gloved hands, not to mention booted feet gave her was something that was unfairly intoxicating. Her vagina was already getting wet, but she had to continue. She had to kick that sexy ass from here to Canterlot.

The pegasus rose up quickly, only her head and wings not covered in the rubber outfit. This time her body was ready, and for the first time, Mistress had to block. Shame for Dash her every attack was getting either dodged or caught by her nemesis’ hands. It was infuriating, and Dash screamed in anger. She needed more power, but the question was how. The suit knew the answer and began to cover her wings and head. Each missed swing, each caught punch made Dash angrier, and the rubber rose in kind.

Only once darkness rose over her eyes did Dash stop. She wanted to panic, but something inside of her made her ease up. The numbness vanished quickly, as two yellow transparent shades of rubber gave the sight she needed, and then some. Suddenly, there were stats about Mistress Butterfly, her weak points, technique and strong points. Dash was starting to feel like a machine of war, and the sensation was too good to let go off.

“My, my, you are coming along nicely. Come on then, Wonderbolt! Gimme your best shot!” Butterfly said, admiring the now perfectly toned body of her new plaything.

The invitation was all Dash needed, and the fight raged on. This time Dash knew where to strike, but again, her execution was not on par with her ideas. Only after some ten minutes of sparring did Dash give up, not a single hit landed on Butterfly.

There must be more power, more skills she could gain, but how? Whispers in her mind gave her a ludicrous idea. It was outrageous, bizarre, but might just work. Her body was perfect, but her mind was not up to the task. The task that had engulfed all of her desires by now. Beat Mistress, beat her and truly be free. So she begged, begged the suit for it take everything and leave only perfection. The rubber began to slide into her pores, into every cell, corrupting her being. The cyan slowly darkened, leaving a black and purple combination, with only the lightning stripes staying golden yellow. In her mind, Dash bathed in the goo. It caroused her whole body, kissing her on the lips, massaging her clit, begging her to become one, once and forever more.

The massaging raged on, as a rubber appendage began to insert itself into her female treasure. Starting slowly, only to intensify in speed and strength. Each thrust was like giving in to the darkness in her heart and the suit itself. It felt divine to indulge in her fantasy. She yearned for latex, ever since she first saw it in magazines. But her image of the town hero did not allow her to be kinky or debauchery. Now, that felt like a weakness, and Dash needed to dispose of it. With one strong thrust, her guilt was gone. One more penetrating swing of the dildo she now considered her friend, and her morals did the same. Bit by bit, Dash’s personality was decomposed, only to be left somewhere in the dark of the rubber. As the mare came like never before, only the devious, selfish and egoistic part of Rainbow Dash survived. This fractured consciousness was coming together, with the holes filled by the goo with lust and love for Mistress Butterfly.

The new mare slowly rose to her feet, her wings melting into her new rubber body. Eyes were now just two glowing red mirrors into a soul trapped in a world of sex and overindulgence. A cocky smile came from the mare, her rubber teeth shining all the way.

This new Dash flew in like a flash, making the Mistress work to dodge and block. For five minutes the even struggle raged on, until the black mare tripped her Mistress, leaving her exposed. Her hand morphed into a blade, and she thrusted downward. Butterfly’s eyes grew wide, but as the blade stopped mere millimeters from her neck, she heard a confident chuckle.

“Did you really think I would hurt my Mistress, you silly filly?” the new Dash teased, helping Butterfly up to her feet.

“Thank you, my dear Dash...” Butterfly remarked, enjoying her new right hand.

“The name’s Viper.“ the black mare replied, smiling all the way.

“No fair! She gets superpowers and a cool name, and I get to stay Rarity and get nada!” the unicorn cried out, as she appeared from behind the door of the gym.

“Impatient little drama queen, isn’t she? What if I told you I had been giving you your powers with each of our sessions?” Mistress Butterfly replied, teasing the white mare.

“Now be a dear and levitate me that weight over there.” Butterfly continued, pointing at the smallest weight in the stack.

Rarity did not see the meaning of this, but it was request from her Mistress, and she knew better than to argue.

She tried, but no magic would come from her horn. Tears came down from her eyes.

“Great, now I am unicorn with no magic!” she sobbed, making Butterfly and Viper chuckle.

“That is because you are no unicorn anymore. Silly filly, you thought that you were eating me out just so I could get off? Allow me to show you who you really are now.” Butterfly cooed, and pressed Rarity’s horn inward, into her mind.

And as the horn vanished from existence, so did Rarity’s skin turned glossy black, her irises closed in, much like a cat’s would, and a lovely white dress caressed her body. The new mare laughed with new confidence, her personality molded out Rarity’s inner demons.

“Deceit, at your service Mistress.” the mare bowed, only to vanished in the shadows completely.

“Neat trick, but can she do more?” Viper said in her ever sassy demeanor.

Deceit appeared once more, this time very near Viper.

”Say honey, it would be great if you could bash your head for me, against that wall there.” she said, her poisonous tongue doing work on Viper, much like she did on her Mistress inner sanctum these last few days.

And even though the plea was outrageously stupid, Viper obliged it and whacked her head furiously against the bedrock, making the two other mares laugh.

“Point taken.” Viper admitted, acknowledging Deceit as a worthy member of Mistress Butterfly’s inner circle of acolytes.

“Now then, Viper, why don’t you use your new power and deliver this letter to Celestia. I am sure she will be overjoyed to hear I am back.”

“But what about that whole element of surprise thing you talked about, Mistress?” Deceit interjected, remembering a conversation from the last few days.

“That was before I got you two gals ready. Now that we have some fire power, why not have fun as well?” Butterfly explained, as Viper crashed through the ceiling, leaving a gaping hole in the mansion.

Butterfly worked her magic, and the mansion was good as new in a blink of an eye.

“Say, Deceit, while Viper delivers her letter, why don’t we indulge in a little private session?” Butterfly suggested, a coy smile covering her beautiful face.

”Nothing would bring me more pleasure.” Deceit replied, a rare moment of utter honesty by the new manipulator.

The Canterlot Palace was heavenly protected, but Viper raw speed made it easy for her to get inside and crash through the roof.

“What is the meaning of this... Rainbow Dash!?” Celestia yelled, only to see a somewhat familiar figure.

“Close but no cigar! The name is Viper and I have a letter for you.” Viper replied, flashed in mere inches of the sitting royalty, kissed her on the lips, and gave her the letter, only to crash through a new hole again.

The alicorn looked confused, but as she opened the letter horror covered her usually calm face.

Dear Molly,

Oh sorry, that was our name. Yes, I am back, and this time I don’t have the burden of being controlled by the impulses of a teenage brat. No, this time I found me a soul that is calm, has fine taste, and has lots of very lovely friends.

I could have taken them all, but seeing as I do intend to have some fun, I will give you a chance. You have ten seconds to summon Twilight, Applejack and Pinkie Pie, or the magic in this letter will do it for me!

Your Mistress Butterfly

P.S. Say hi to Luna, I bet she remembers our private sessions <3

It was risky magic, but Celestia had to try. She quickly managed to locate the three, and summon them to the throne. Twilight, still in her pajamas that had for some reason Discord’s face all over them, tried to place a book in a shelve that was not there anymore, Applejack, wearing her jeans and yellow shirt combo, kicked her highness in the shin with her cowboy boots much like she would a tree, and Pinkie Pie continued on to bathe, her bathtub still there. She did raise the curtains, never losing her cool.

“What was that?” Twilight and Applejack said in unison, looking over the grimacing Celestia.

“Your legs pack quite a punch I must admit. But there is no time to waste, we must get to Luna. I fear Ponyville is already doomed, and if we don’t hurry, the rest of Equestria will follow.”

“Then we must go back and save the ponies!” Twilight retorted, her wings rising under her pajamas as her adrenaline soared.

“First you need some clothes.” Celestia remarked.

“Here, I got your outfit as well!” Pinkie Pie remarked, already dressed with only her hair in a towel, her tail already dry.

“How did you...” Celestia asked.

“Rule number one, Your Highness, don’t ask.” Applejack remarked dryly.

And as Twilight got her skirt and purple lab-coat on, fit with new holes for her wings, did the mares run to the Princess of The Night.

Viper looked on from above and smiled, this was going to be a great opportunity to really test her new power.

Author's Note

And after a small break, we are back to you scheduled mind breaking. Now, if you are wondering why Twilight isn't her usual inspecting self, that will be cleared in the next chapter. So yeah, I think the only way to beat Butterfly now is to fight fire with fire...