Mistress Butterfly

by Bass Canon

Rating: mature
Tags: Princess Celestia, Alternate Universe, Anthro, Main 6, Princess Luna, My Little Pony: Friendship is Magic, Dark, Sex
Length: 11324

It was supposed to be a friendly favor, but when Rarity stumbles upon some ancient dark magic, she is urged by it to use on Fluttershy, awakening a being so powerful, her desire alone is magical.

It was supposed to be a friendly favor, but when Rarity stumbles upon some ancient dark magic, she is urged by it to use on Fluttershy, awakening a being so powerful, her desire alone is magical. Now Rarity is under the spell of Mistress Butterfly, and her friends are under danger of falling under The Real Stare. Good thing free will is so last season.

Editing done by danielpie12 and Belgian
Contains: MC/Corruption, Latex, Leather, Bondage

Published 2014-06-08 18:20:06 UTC
Last updated 2016-01-11 12:07:48 UTC

Chapter 1: Free Will Is So Last Season

The silence in the library wing of the new Castle of Friendship was unusual given the ruler in question, but with her new diplomatic duties taking an ever bigger part of her life, Twilight had to come to Canterlot post haste, and leave her studies at home. That silence was broken with two distinct foot sounds coming to the door. One was in rhythm, sophisticated and trained. The other timid, making sure to be as silent as possible.

“I am telling you darling, Twilight will not be mad,” Rarity said to assure her friend in her characteristic eloquent manner. She was dressed impeccably, as expected of the town’s fashion guru. A wonderful purple jacket over a black shirt with her jewel symbol graced her feminine physique, and a black skirt, with white boots finishing her outfit. It was not her best, but it was casual Sunday.

“But Rarity, we didn’t ask for permission, at least from Spike,” Fluttershy replied, her voice like a breeze on a summer day. Indeed, the pegasus was the epitome of sweet innocence. Some plain jeans with butterflies sewn onto her thigh side, a pair of retro sneakers for when you don’t want to make a sound, and a nice light pink shirt with flowers on the front, with a hole on the back for her gorgeous wings.

“And wake the poor darling up just for that? No need for that, we only need one book, and we are off.” Rarity assured her pegasus friend, already scanning the vast shelves of the new library.

Fluttershy complied and began to search as well. The two mares shared a moment of silence, with only the rustle of papers interrupting their studies. It took them a long time to find anything useful, only for Rarity to notice a book behind a shelf. It was wrapped in chains, but not too tightly. She hesitated, but the pull of its green cover made it impossible to resist. Making sure Fluttershy did not see where the book came from, she quickly took it, using her magic to unlock the chains.

“Ah yes, this could be it! “Release Dominance” by Starswirl The Bearded. ” Rarity proclaimed, making Fluttershy jump in her place. She lied about the author, as the real one’s name was smudged by age.

“I don’t know about this… m-maybe we should wait for Twilight to come back?” the timid mare said to herself, almost hoping she would not be heard.

“Pish posh! I know your recent attempts at gaining assertiveness have met with mixed results, but one more couldn’t hurt. Imagine helping not just the Breezies, but also other animals and ponies as well!” Rarity replied, making Fluttershy remember her adventure with the miniature creatures, and nod in agreement.

Rarity herself could not explain her sudden willingness to try this magic on her friend, but she quickly opened the book and read the incantation.

"Enter quickly, take haste,

Do not let this soul to waste

By being timid and reserved

Let it take what it deserves

A true dominant force it will be

Once you make it see

That owning ones will

Is the only real thrill”

The white mare floated in the air, her horn shining dark and purple. Rarity never felt such power, and her mind was getting thrills by just casting the magic that the book kept hidden inside. Even though Fluttershy tired to fly out of the way, the beam of darkness hit her full force, and she crashed onto the floor right between two massive bookshelves.

Rarity, her magical energy drained lost her consciousness as well, just soon as the beam left her glowing horn.

It did not take long for the magic to take hold of the element of kindness. She began to tremble, as a booming female voice echoed in her mind and soul. It was familiar to her. She heard it every day, or at least a softer version of it.

“Oh yes, this is quite the new home, my sweet Fluttershy. Such emotion, such unrivaled potential. I even love your alluring voice already.”

”Get out of my head, you fiend!” Fluttershy screamed, her own reply echoing in her mind, hurting her immensely.

“Fiend? No child, I am the thing you yearn for. Sure, you are kind, compassionate and just frankly, coma-inducingly cute. But there is more to you than that, isn’t it?”

”You know nothing about me, and I demand you exit my mind this instant!” Fluttershy commanded, the tone of her own voice giving her immense pleasure.

“Feels good, doesn’t it? Come on, command me more!” the voice teased her prisoner, making the mare hornier and hornier with each morsel of power the magic infused her with.

Fluttershy wanted to stop her voice from uttering more commands, but the desire her body was giving her overwhelmed any sense of reason and she complied by continuing to command her enemy.

“I, Mistress Fluttershy command you...” she stopped, rubbing the moist part of her jeans, and massaging her left boob ever so gently. She never referred to herself like that before. Fear began to creep in, only overshadowed by the lust her trembling body was giving her.

”Close enough, my little pony. You are getting very close to your destiny. I have seen your deepest secrets, your power over animals and ponies. Your Stare, it is only the tip of the iceberg, I assure you. Let me help you become what you have been seeking, but you could never achieve.” the voice explained, tempting one word at a time.

“No, stop, I beg...” Fluttershy replied, her will crumbling under the heat, and the truth in the voice’s words.

”No, no begging! You are not meant to beg, Mistress. Think about it, why are you so obsessed by your assertiveness? It is not because you don’t have friends. It is not because you have no job. It is because there is something inside you, something so glorious and powerful, and it wants to be free. The real you wants out, Mistress. She is ready.”

Protest as she might, the pegasus felt that truer words were never spoken, Was it the lust her body gave her? Was it that fact the voice did not lie? Or was this just the wicked magic piercing her and melting the kindness right out of her? She did not care anymore, she only wanted release – both a mental one and the wonderful physical one.

“Do it! Release me from this prison! Let me be free!” she exclaimed, her very soul being rewritten by the dark forces that were freed by her command.

The mare came, and as she did, a red explosion filled the library. Her clothes melted, turning black in the process. Her wings vanished, but she did not care. Those were wings of a lesser pony then her, and she did not require them anyway. Her bust increased in size, giving her more than an ample size. Her jeans became latex thigh high black boots, clinging to her long sexy legs. Her shirt became a corset that formed a leather butterfly, hinting at innocence long lost. Gloves formed up to her elbows, giving her the proper tools to welcome a lucky creature into utter submission. Panties, made from chains and another butterfly showcased the treasure in plain sight, giving those slaves some hope that one day they could be granted a taste of its nectar. And finally, a spiked collar, finishing the look of dominance personified.

The creature smiled, her eyes open for the first time. She could see clearly now, no moral or shy wall to stop her. She looked into her dark soul, only to find a new name, one that was worthy of her new status.

Mistress Butterfly. She smiled wickedly as the name fell into place, leaving the Fluttershy identity to disintegrate in the depths of darkness for all eternity.

Mistress Butterfly made her way to the now recovering Rarity, and stood above her. She enjoyed the view, the dazed but gorgeous mare coming to her senses.

”What happened... One minute I was searching for a book, and now I’m all covered in... Fluttershy!” Rarity yelled in shock, the outfit of The Mistress taking her by surprise, and giving the mare a sly smile in the process.

“Not really, my dear. My name is Mistress Butterfly, and I am here to take you,” Mistress Butterfly explained, her voice more firm and seductive. Its mere presence in Rarity’s ear made the unicorn aroused.

“What have I done to you!? Oh honey, I am so sorry! Quick, we need to get Twilight this instant.” Rarity explained, and quickly rose to her feet.

”Sit.” the Mistress said, the smile never leaving her kissable lips.

Rarity complied, and quickly sat. The act alone made her cream her panties. It just felt good to do as Mistress said.

“What are you doing Flutter...” Rarity said, fear entering her voice, just like her friend minutes ago.

“No, I told you, she does not exist anymore. Forget her... Now.” Mistress said, placing her gloved finger onto Rarity’s upper lip.

She then began to Stare, deep into Rarity soul. The unicorn remembered seeing this magic in action, but this was something even more powerful, It was as if the control of it was gone, and the eyes were attacking her willpower with full force. Her crotch was heating up and getting wetter with each passing moment. Forget, forget, forget echoed in her mind. Each time she forgot the name, a orgasm followed suit. She tried her best, but the hunger for carnal pleasure was greater even that her affection for a certain pegasus whose name escaped her mind. And then as the crescendo of utter bliss attacked her soul, she forgot the name, forever.

“Mistress Butterfly...” she muttered, her body going limp from the ecstasy of compliance.

But the Mistress was not done there. She needed a weapon of choice to tame such a proud mare, and a whip formed in her hands. Not by unicorn magic, but from the mere fact she wanted it.

“Now then, how about we finish your induction as my first slave?”

”Slave... No, please...”

“Poor thing, still having trouble accepting me as your reason to exist? Well, don’t worry, because you are going to LOVE ME!” Mistress Butterfly exclaimed, assaulting with her Stare once more, this time not to erase, but to rewrite her captives person, desires and dreams. It made the dark creature moist just thinking about it.

The word “love” echoed inside Rarity, each time giving the mare an orgasm, until it was a stream of utter bliss, leaving her virtually helpless in Mistress’s capable grasp.

The stare was like heaven to her, but a burning sensation prevented her from truly being engrossed in its magnificence.

“Why... Does it burn Mistress?” she asked, hardly managing to breathe, her words a jumbling mess of moans and screams.

“That would be your free will Slave. Such a pesky thing, isn’t it? Just let me get rid of it for you...” the Mistress explained, her voice like a angel’s choir to Rarity.

Coherent thoughts were beyond the unicorn at this point, but the will of Mistress Butterfly had to be done, and with her last thought as a free pony, she accepted the darkness into her heart, and the burning was gone, as well as her consciousness. For the second time today she was out, her body still twitching from the excessive amount of synapses firing, and dark magic penetrating her mentally.

It took the unicorn another hour to recover, only to find herself on top a king size bed that was covered in red, and her head in the lap of the reason of her existence, her sexy body exposed and on full display. She enjoyed the petting for a few minutes, her Mistress watching some footage of Twilight Sparkle at the event she had flown off to.

“Thank You, Mistress Butterfly. “ Rarity said, her mind clear of any doubt or regret.

“Of course my dear. You were my first choice even before my awakening. Well that weak pegasus’ anyway.” the powerful mare replied, her voice calmer now, but still fueled by a dark force.

Rarity tried to remember that mare’s name, but simply could not. It actually felt good that she didn’t. All that mattered was Mistress Butterfly now, anyway.

“So what now Mistress?” the eager white unicorn asked, hoping some more submissive act could be given to her, so that she may prove her worth.

“Well first I am going use my double dildo to break your nice little ass...” Mistress explained, and simply willed one into existence, making Rarity gasp in joy, and a little in fear.

“And after that, we are going to make this land into one worthy of my rule. We have the element of surprise, but we cannot underestimate Twilight. I reckon we could pick up her other friends up first, what do you think?” Butterfly elaborated, penetrating her slave with quick decisive thrusts.

“I... Only... Think... Of... You...” Rarity replied, trying to contain her arousal just so the Mistress starts pushing harder.

“Clever girl.” Butterfly concluded, and gave her slave what she wanted.

She can always decide tomorrow, and what she decides, the rest follow.

Author's Note

Well, well, well... Dark magic? Check. Evil Flutters? Check. Corruption with mind control? Hell YES.

Chapter 2: Taking The Fast Lane

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...

Chapter 3: Lesser Of Two Evils

The group of ponies with Princess Celestia reached her sister, only to find her snoring in her chambers, exhausted from her night shift.

“Sis, wake up! This is serious!” Celestia yelled, her cool persona lost in the panic, much to her protege’s bewilderment.

“What is it? Is it Discord again?” Luna mumbled, still dazed.

”Worse.”

“Sombra?”

”Worse.”

“Tirek!?”

“...Worse. It’s Molly.”

“...Buck.”

“Who’s Molly? You never mentioned anyone in that name.” Twilight asked, perplexed by this new threat.

“We call her Molly, but...” Celestia began to explain, rubbing the back of her neck in discomfort.

“...but she is actually Celestia, or at least the crazy part.” Discord interrupted the scene and sentence, only to sit on the princesses back.

“Get off me, Discord!” she commanded, and the trickster obliged.

“What are you even talking about, Discord?” Applejack asked in her usual stoic demeanor.

“Oh, it’s a fun little story. But I think it would be best if you told it, isn't it, my old girlfriend?” Discord replied, floating above Celestia, a wide grin spread across his face.

Twilight gasped in awe, but Applejack and Pinkie only stood there, with Pinkie grinning and putting her hand in front of Applejack. She groaned and placed a 20 bits bill in Pinkies hand.

“This is the last time I bet with you when it comes to princesses, Pinkie.” Applejack mumbled.

“Another satisfied costumer.” Pinkie smiled and placed her winnings in her own pocket.

“I was young, similar to your age, actually. Mother was against me dating him, but what can I say, a young mare loves a bad boy.” she grinned and blushed, as the others listened intently, apart from Discord who was just enjoying seeing his former girlfriend ruffled up after all these years.

“We would meet in silence, most of the time in the royal gardens. He was funny, smart and just enough of a pain in the ass for me to love him. Our little secret was alive and well for about half a year, but then mom got wind of it. Looking back, I am amazed we manged to keep quiet for that long. Anyway, what matters to all of you is what happened that night when me and mom got into the fight.” Celestia began to explain, her voice rather nostalgic.

“It was your typical teenage brat and overbearing mother, but with the added bonus of divine power.” Discord interjected, as he loves to do.

Celestia gave Discord a look of anger, but still blushed. He was right, under that pile of teasing and simplification, as he usually was.

“We shouted, we threw furniture. Poor Luna tried to prevent us from going overboard, but I was completely livid. In pure adrenalin and hormone induced rage, I fired a beam of pure power at my mother. She was shocked as much as me, and could only block this vile magic back into the room. For a few dreadful seconds, this beam bounced around us. Then, our teacher, Past Tense, entered the room, probably from hearing the commotion, and living next to my room during the work week. It hit her dead on.

I considered myself a murderer at that point. She laid motionless there as our heats began to sank. She was an old mare anyway, so that amount of magic would have killed her instantly. But then, she began to levitate. Her gray mane gained a red shine, her body began to seem young again, and her eyes burned like the rage I just felt. Even her elderly clothes morphed into what seemed was stockings and heels, a big golden H sitting proudly on her bra. From the ashes of this wonderful teacher rose a being vile and dominating. We rushed to her side, only to be cropped into sitting.

She introduced herself as Mistress Homework. We tried to break free, but her magic was to quick and to powerful for us. We were her “students” for 10 months, indulging ourselves in sexual activities that are so taboo, I don’t like to discuss them with you right now, after all these years. Equestria became a large school, with every resident becoming Homework’s student, with rank, type and power. It was a sexual harem that almost ruined our kin forever. That’s why I lost interest in Discord, since he simply bailed on me and enjoyed his fair share of Homework’s work.”

“What can I say, I admired her work, very intensely.” Discord said coyly, making the girls do their best hurl face.

“Only after we understood that only one of us with her kind of magic can stop her, did we break her rule.” Celestia continued unfazed.

“I volunteered, and during one night’s curfew, they cast this beam at me. Never before or since did I feel such pain and pleasure as the vile anger my sister managed to produce hit my soul. My own dark wishes began to cloud my judgment, not to mention my love for feline creatures made me into Nightmare Moon.

I still hunger for that feeling, but now I know that looking like her once a year is better than being her and losing all I love. I broke off my shackles with ease and challenged Homework to a test of wickedness, with Celestia being the subject. I’d rather not speak what I did to her to win, but what matters is that I won.

As per the duel rules, the dark magic left Past Tense, and she lived her days with us as our teacher. We couldn’t destroy it, since it was too strong to do so, and we could only hide it, in a book in the Dark Room. We made it our duty to erase all records of Homework, so nobody became foolish and take the magic in them. We tried to take the magic out of me, but a small sliver remained, the sliver you girls faced some years back. Centuries went by, and the book was lost, until it somehow appeared in your new home. I guess it was just time for it to resurface.” Luna finished the story, very emotional during her explanation.

“So, from what I can gather, the only way to save Dash and whoever they got else is by attacking her with similar power.” Applejack summarized her own view of it all.

”Well, no use in waiting then. Princess Celestia, I volunteer.” Twilight moved a step and bowed ceremonially, trying her best to hide her fear.

Discord poofed a big bag of popcorn into his and Pinkie’s hands, and the two began to munch on them as color left Celestia, her eyes red as the beam that rose from her horn. In a flash, it hit Twilight dead on.

Twilight’s horn and wings dissolved instantly. She levitated as her hair began to seem like it was pure lightning. Her clothes morphed into a white catsuit, with matching boots and gloves.

Her mind was in turmoil, as ideas such as friendship and love were subdued deep inside a magical prison. She cried out in pleasure and pain as one of her deepest desires began to wash over her whole personality. Perfection, to be perfect, to have no flaws, to be... Her. She was perfect after all! And soon the others would be too. A single tear flew down her cheek as Twilight Sparkle was trapped, and a beautiful monster was let loose on Equestria.

A large logo with “01” on the front was sitting proudly on her breasts. This new being smiled and created a white throne, only to sit on it proudly, her legs crossed.

“Good day, my lovely drones. I am Perfection, but you can call me One.” the evil and dominating part of Twilight introduced herself, much to Discord’s delight.

“Miss One, your rule is being questioned in Ponyville, by Mistress Butterfly. Your people are looking for guidance!” Luna explained, much to to Applejack’s and Pinkie’s bewilderment.

“Miss One? It’s just Twilight with a makeover! Come on, sugarcube, we need to stop this insanity...” Applejack said and grabbed Perfection, only to realize she can’t move her a bit.

“Applejack, Applejack. You can’t simply go like that, with that imperfect personality. No, I need an army with soldiers who have what it takes.” Perfection teased, and pushed Applejack in a kiss.

The orange mare tried to pull away, but she was no match for this new menace that Celestia and Luna unleashed. Soon enough, metallic skin began to replace Applejack’s. Her eyes were glazed over by a green shine, becoming optical sensors. Joints gained servos, and her mind was becoming one large computer. The rest of the group was in shock as the changes increased in speed. Her mane and tail were now just holographic projections that could be turned off if needed, and her legs gained a pair of thrusters, giving her the ability to fly. Only after every inch of her was a robot, both inside and out, did Perfection break the kiss.

As a big “02” began to appear on her new metallic exoskeleton, the robot spoke.

“Unit 02 ready and operational, Miss One. “Applejack” personality archived and subdued.” she said in a monotone voice.

“That is my fetish.” Pinkie Pie whispered to the stunned Luna.

“Me next, me next!” she jumped towards Perfection, who couldn’t hide her joy.

“Such eagerness! Very well!” Perfection exclaimed and began to kiss Pinkie Pie.

As the pink mare was entering the existence of a ponybot, Luna and Celestia whispered their plan. The changes were even quicker, as there was no resistance. Pinkie Pie was in heaven, much to the bewilderment of all.

“Unit 03 ready chief! “Pinkie Pie” personality was not possible to contain, so merging was processed. Yay!” the pink ponybot jumped in the air and did a twirl with her jets.

“Now then, Miss Luna and Celestia, care to join us?” Perfection teased as she moved in on the princesses.

“Of course, Miss One! But first, we ask you to subdue that imperfect villain Mistress Butterfly!” Luna begged, hoping her bluff would work.

“... Very well. She is in Ponyville I presume?”

“Correct, as always.” Celestia replied, eager to get on One’s good side.

Perfection sat on her throne again and two ropes attached to it began to levitate and snap at the ponybots hinge at the back of their necks.

“Units, engage! Destination, Ponyville!” Perfection commanded, and the ponybots quickly jetted her towards her destination of choice.

The three deities stood there for a couple of moments and then exhaled.

“I just hope your plan works, Luna. Otherwise we are either going to be a robot state, or a land of slaves.” Celestia remarked, as they hurried towards Everfree Forest.

“You make it sound like a bad thing!” Discord replied as he followed the two mares, eager to see how they plan to get out of this whole mess.

Author's Note

For those who wonder why Luna and Cel are so willing to do this to Twi and her friends, they do not have any more options but buying time. Next time, see what MB did to Ponyville as the two powers make bases in Ponyville and Canterlot respectively.

Chapter 4: Cool Down in Ponyville

The two princesses hurried to reach their old castle before Butterfly or Perfection did, hoping that they both lost time in meeting each other while they set their plan in motion.

“I can’t believe we are putting all our eggs in one basket. Are you sure this will work?” asked Luna as they set up their base in the old library, with Discord helping out by not constantly destroying the tent and defenses.

“Just get into Ponyville and get those three out of there. I will get Shining and Maud.” Celestia responded, as Luna changed her appearance into that of the friendly clumsy mailmare.

“First one that came to mind?” Discord teased, knowing fully that Luna had found a very close friend in Derpy from her dreams.

“Shut up Discord, you know full well us losing does not suit you as well.” Luna hissed back, but with the new appearance, she seemed a tad less intimidating.

“Fine, fine, I’ll stop. Have to admit, the crazy plan you two have does make for great theater. Encore I say! Encore!” Discord replied, with a full tuxedo and monocle in tow.

Luna did not reply at all this time, but simply flew away towards Ponyville, hoping the town would be standing after Butterfly had taken over.

The town square was full, with trembling ponies looking on at the stage. Signs of a fight were evident on the buildings nearby, but with Viper and Deceit controlling the masses now, the scared Mayor began her speech.

“My dear ponies, today is a day of... Celebration... For we are now under the guidance of our new savior, our protector and liberator of our true selves... I give to you... Mistress Butterfly!” she cried, getting a kiss from the Mistress for her troubles, as Butterfly took the stage, the ever present gravitas she oozed intimidating her audience.

“Thank you Mayor. Now my dear servants, as we have shown you, our way can be either trough violence and fear...” Butterfly pointed at the destroyed homes. “... Or by submission and liberation. We have shown our chaotic and powerful side, which is more Viper’s forte. Now, I’d like to show what Deceit can do for you, with my help. Viper, bring in that brat please.”

The enforcer obliged, by dragging a cyan unicorn on the stage.

“Let Trixie go you imbecile!” the mare growled, tied on the floor.

“My, my. I am not sure are you an idiot or unhealthy brave, or both. Either way, Deceit, would you kindly pick the brain of this individual?” Butterfly smiled, never losing her cool, savoring the control she had over Trixie.

Deceit nodded smiling, and moved over to Trixie, her latex squeaking all the way, making Butterfly enjoy the moment even more.

Her gloved hands danced over Trixie, magic released every second. Then a giggle, and a whisper to Butterfly, and Deceit was done, leaving the tied up mare flustered and confused, not to mention the onlooking audience, who by now was half there because of Viper, and half because curiosity had taken the place of fear.

“Ah, so you like to perform Trixie, to be the center of attention. Sadly, you magical skills are not up to par to your desires.” concluded Butterfly, the information that Deceit provided proving to be very much to her liking.

“Lies, Trixie is a master magician, and the greatest showpony in Equestria, you worthless freak!” Trixie roared back, hurt by the fact that Butterfly was speaking the truth.

“Oh you are a treat, so ignorant of your own shortcomings. What would you say if I gave you the power that every audience will be mesmerized by you?”

“M...Mesmerized?”

“Oh yes, all will look on in awe, you’d be the star of the show. All you have to do is give Mistress Butterfly a chance. So what do you say?”

”It seems your bravado is simply a mask, as expected. Time to remove it dear, and show these ponies what you really are, and what they will soon get to experience. But first, bring the mare a cup of water mayor, I am sure she is most perched.” Butterfly teased, as Trixie began to sweat, knowing fully what Deceit had unearthed.

Eagerly Deceit obliged, a a nice cool glass of water was in Butterfly’s gloved hand, the audience becoming uneasy, as Trixie was sweating profusely right now.

“What have you done to Trixie?” Trixie asked, feeling the sweat run all over her.

“Nothing yet, you are simply feeling the burn of being next to me, and the true power I possess.” replied Butterfly, taking a sip from the cold glass of water.

Butterfly continued on, savoring both the freshness of the water, and the fact that Trixie was so eager to get a sip.

“I see you are quite parched... Would you like a gulp?” Butterfly asked and gave the cup, who somehow remained full to Trixie, as the now drenched mare eagerly took, and drank whole.

The crowd was murmuring now, restless and looking on, full of blinding curiosity as to what Butterfly was planing to do with Trixie.

The mare in question was feeling every drop of the cool liquid, as it trickled down her throat and into her stomach. In fact, she never felt cooler, more relaxed in a very long time. The look of desire for more was evident, as she finished the seemingly infinite cup, making Butterfly clap with conviction.

“So it is true, under that armor of vanity you are a simple mare, who has basic needs that need to be taken care of.” Butterfly explained, but it was as if she was speaking to her audience and not just Trixie. She stepped towards the now sitting mare, and looked deep into her glazed eyes, and then kissing her, making even Viper whisper some jealous statement.

“Now, shall we try this introduction to your fans once more?” Butterfly teased, as Trixie turned to the flock of ponies. Only now, she saw them differently. Gasping, she realized that Butterfly had indeed given her new magic. She could not only see the ponies, but also the image of their perfect mate.

”Amazing...” she whispered, standing up, as she felt a numbing sensation in her throat one again. The use of such magic made her thirsty again.

“Trixie would like more water.” she said, trying her best to maintain her image of a commanding star, but that effort was by this point truly in vain.

“That is not the way to ask your superior.” Butterfly replied, who teleported a glass this time, only to spill it. Trixie began to feel a deep pain for this event, but why was a mystery to her. Regardless, she had stop it somehow, and the only way was seemingly to do the impossible, to show humility and obedience.

“May Trixie have some water, please... Mistress Butterfly?” she said and clutched her fist. Trixie could hear the crowd getting agitated again. She had just admitted that Butterfly was her Mistress, or at least implied. This unease was quickly drowned though, as a cup of the fresh goodness was in her hands, and she chugged it like it was the essence of life.

The freshness returned, only this time, it stayed in her hands, even if the rest of her body was getting back to a normal temperature. She looked at her hands, and saw they became clear, her flesh and bones dissolving, leaving only see-trough goo with a cyan tint. Screams were now evident in the crowd, and the one coming from Trixie did not help to calm the others down.

“Easy dear, you are simply becoming a true star.” Butterfly hugged the screaming mare, making her stop. The hug provided the same cooling sensation that Trixie was now slowly addicted to.

“What are you doing to Trixie...” she whispered in tears, the hands becoming goo as well now.

“I am only giving you the chance to be the ultimate star.”

It sounded like a ruse, but Trixie felt that Butterfly was telling the truth, and being a star was what she wanted.

“But how...” she asked, only to cough. She feared the notion she was feeling. She was thirsty again, only this time, it was even worse. Butterfly did not ask for anything special this time, she simply gave her a cup, which Trixie gulped, as the cool sensastion was now in her legs and tail as well. She knew what it meant, and hugged Butterfly back, much to her mistress’s surprise.

“Please, don’t lie to me... Is Trixie... Will I really be a star?” Trixie asked teary eyed, giving Butterfly a feeling she had not felt in a long while, that of compassion.

“You will dear, in my own perverted way. You will please every member of your fanbase, as you will be the perfect form of entertainment for each one, I promise you that.”

Trixie knew that this meant by going all the way, and that whatever she became, much like Viper and Deceit, was going to be a lustful, evil being. She realized the obvious truth. Be it because of the magic that was already inside her now, the intoxicating words by Butterfly, or by her own nature, she did not care. Everything she ever did was to be the star, and why stop now? Because of fear, pride, or the sense of goodness? No, that was the job of a hero, and she never was one.

A familiar smirk appeared on Trixie’s face, one she would always have when she was about to go for her big finale. The same look appeared on Butterfly’s face too, but this one was for a job well done. As the goo was advancing, leaving her midriff and head still that of a normal mare, she turned to the crowd.

“Ladies and gentlecolts, I, The Great and Powerful Trixie, am about to show you my biggest trick of all time!” she roared, never with such fervor and conviction. She would fake it before, but this time, the magic was truly powerful, that of her new Mistress.

“I am about to make The Great and Powerful Trixie... Disappear!” she exclaimed once more, as the crowd began to gasp.

As she said it, Butterfly provided the prop. A large cup of the same corrupted water, right above Trixie.

“Goodbye, my audience, it is time for a new main event!” Trixie said, in tears as the cup flipped, and she disappeared in a shower of the blue liquid.

The stage was empty, as Trixie indeed vanished. The ponies in the first did however notice a bubbling puddle on the bottom of it. Then, slowly and seductively, strains of the goo danced, creating legs, hips, breasts, hands and finally a head of a mare. Her neon cyan eyes and smirk were familiar, but everything else was new.

“Slate, at your service.” she said, her voice almost synthetic. She slithered to the first stallion she saw, and scanned him with her new improved eye-sight.

Quickly, she morphed into an exact copy of his wife, who was standing next to him. Only she had a bigger ass, was wearing a maid outfit.

“Why yes hun, you can do me in the ass!” she proclaimed, her voice the same of the stallion's wife, as the crowd gasped, and the pair blushed at the same time.

“Easy Slate, no need to do personal requests just now.” Butterfly said smiling, as the new goo-pony slithered to her, becoming a kitten in the process. Butterfly snapped her gloved finger, and a throne appeared on the stage, as she sat down, petting her kitty, she asked the ponies again.

“So, who is next?”

As the Ponyville folk began to become a unique perversion of themselves, and those of Canterlot a identity-stricken drone, Celestia ran, a screaming bag in her mouth. Only once she entered the security of the old castle did she stop, and drop the bag, revealing Maud Pie and Shining Armor inside, the latter growling, only to realize it was his dear friend Celestia that had kidnapped them.

“What are you doing Princess? You could have asked you know!” he yelled, but more in frustration than anger now.

“I am sorry, but I had not time for explanations, at least not in Canterlot.” she said, gasping for air. Luna, Applebloom, Scootaloo, Sweetie Belle and Discord were waiting, sitting all nest to the fireplace, and enjoying the one part of the old structure that was not cold as ice.

“Where were you sister?! The flight to Canterlot and back is 20 minutes!” Luna screamed in anger, but the fear and happiness her sister was still okay still managed to be heard.

“I got our candidates, and somehow managed to escape.” she replied, as Shining and Maud waved and hugged, each in their own time, with the others.

“Escape?” Luna asked slowly.

“Sit down everyone, I think you will want to know what the situation is like in our, or rather her capitol.” Celestia said, and sat next to the rest of the group. Planing had to wait it seemed, for Perfection was very busy herself, much like Butterfly.

Author's Note

Yes, this story is back from the grave. Yes, we are visiting Canterlot next. And yes, all you robot fans will love that town now.