Taking Over

A soft crunch of grass accompanied my passing feet. The early rays of sunlight settled the gently blowing grass with a golden array of light. Morning dew covered my shoes and the bottom of my pant legs.

It was my first morning in Ponyville, having grown tired of my old residence in Detrot. The women there were not always the best looking. So I moved here, which was densely populated by women, but also a popular vacation spot, due to it's peaceful and friendly township.

Though there was one drawback to moving here, everyone knew everyone. Which means that someone will notice when one of their friends start to act differently, forcing me to be more... discreet than I usually would be. That also means that I'd have to work fast if I want to make this a permanent residence.

My attention was brought back to the meadow I was wandering. Off in the distance, Ponyville could be seen. I needed to find somewhere I could use as my home, preferably where not many people venture.

Luckily, a solution appeared before long. The flapping of wings foretold of the arrival of a rainbow haired girl. Her cyan wings pumping as she flew through the sky above, performing some sort of exercise.

A grin spread across my face. Of course, Rainbow Dash owns a cloud home, the only one in Ponyville. It would be an excellent base, seeing as only pegasi could get to it.

I spread my ash grey wings, sending myself ever higher in the sky. She soon noticed my approach, and slowed down, a look of slight annoyance mixed with curiosity on her face.

"Can't you see I'm practicing?" She asked with a huff, her voice sounding decidedly tomboyish.

"I think it can wait a minute or two." I replied. "I'm new in town and I need directions."

"You're probably gonna want to talk to Pinkie, you'll know when you see her. She often finds you before most everyone else." She informed me, pointing back in the direction of town. "If for some reason she doesn't find you, look for Sugarcube Corner, can't miss it, looks like a giant gingerbread house."

"That sounds good and all, but I'd much rather have you show me some things." I replied with a smirk, causing her to blush slightly, but return the smirk.

"Well aren't you bold. Who says I don't already have a boyfriend?" She asked with folded arms.

"The fact that you're out here doing exercise instead of being with him." I answered, moving forward slightly.

"Being in a relationship doesn't mean that you have to spend every day with them." She blushed.

"No, but I can tell you get annoyed when people catch you on your lies, and you're getting rather annoyed."

"Urg, fine, I'll be your tour guide." She said, her eyes darting away from mine. I was starting to wonder how far I could get with her without using force.

"I hope that I get more than that." My remark caused her blush to intensify, reddening her face to the likeness of a tomato.

"No, no one gets in bed with me until they prove that they won't leave me."

"Oh, don't you worry." I focused the innate magic inside me towards my palms as I moved slightly closer. "You won't have a choice in the matter." I told her.

She began to fly away, but I grasped her arm before she could. I pulled her against me, my other hand grabbing the back of her head.

Rainbow gasped as my magic began to invade her mind. She begged me to stop, her free arm beating at my chest, but I just pressed my lips to hers. She let out a choked sob as I forced my tongue into her mouth. Her arm slowly stopped pounding on my chest, before reaching around my back and pulling me in tighter. I let her other arm go, my hand moving to her lower back, as hers moved behind me again. She melted into the kiss, her tongue wrestling with mine. I pulled away, leaving a trail of saliva between us, and a lust filled look on her face.

"Now what do you think." I asked her with a grin on my face.

"I think that I'm gonna be walking funny in the morning." She answered.

"Yeah you are."

"Good."

~-~

Rainbow's house was rather large. Compiled of various clouds formed into a temple-like theme, complete with arches, supports, and even a rainbow waterfall. The double doors were almost double my size, and I wasn't necessarily small.

The inside was in a similar fashion. There were no doors, just arches that lead into the rooms. Most of the furniture large and blocky, almost as if made out of stone.

"I designed it after one of the temples in the Daring Do books." She told me, my new mental link informing her of my curiosity. "Hey, Master?” Rainbow asked, drawing my attention.

“Yes?”

“Why am I still me? Shouldn’t I be a mindless slave that wants nothing but to please you, or something.” she asked, curiosity apparent in her voice

“Yes, while some would think that, I would rather not have that, it gets rather boring if you were just some husk of a woman that I was fucking. Instead I simply put a magical link between our minds, telling your brain to obey all my commands. I also wired your brain to lust after me, to ensure that you never hate me for essentially raping you and forcing you into a life of slavery.” I answered her as she led me up a flight of stairs.

“I can see that, if I wasn’t in love with you, I’d probably try to bite your dick off while giving you a blowjob.”

“And seeing as that’s all I did to your mind, you’re still free to make conscious decisions so long as they don’t interfere with my orders. For example: We’re headed to your bedroom, when I could have had sex with you anywhere, ‘cause you wanted to do this on the bed.” I told her as we reached the top of the stairs, where a single door stood before us. Rainbow opened it to reveal a massive room. At the far end was a large bed, easily able to hold ten people with room to spare. Beside that was an end table, an alarm clock and picture of her and five other girls, presumably her friends. One corner was filled with various work out equipment, from dumbbells to some strange contraption that I couldn’t comprehend. The rest of the room was filled with various other things that Rainbow deemed important enough to place in her room. In the corner opposing the weights was a door, presumably leading to a bathroom, And I began to wonder how large her shower was.

“Big enough for five people to move freely in.” She answered my mental question as she led me to the bed. She stopped beside it, turning toward me. “What would you like me to do, Master?” It was at this point that I actually looked at her appearance.

She wore jean shorts that clung to her skin, ending just above the cutie mark on her thigh, a brown belt holding it up. A short sleeved hoodie covered her chest, cutting off above her stomach, the top of a black sports bra visible. Her rainbow hair was unsettled from her flight, a pair of cyan ears poking out of the top, and a pair of flight goggles on her head. Her medium sized tail was visually the same, and I could smell the faint scent of rain water emanating from her hair. Her muscles were well toned, visible under her creamy skin. Her breasts were rather large for an athlete, though not the biggest I’ve seen, the seemed to be able to entertain me sufficiently. Her ass was also rather large, but I could tell that a large majority of it was muscle, rather than fat.

As I checked her out, she kept glancing at my crotch, obviously impatient to please me. I sat on the bed, giving her my mental orders. A grin crossed her face as she unbuckled her belt, and quickly removed her shorts, revealing the black panties beneath, already wet from her own excitement. Her hands moved to the bottom of her hoodie, pulling it off, quickly followed by the sports bra, her breasts jiggling slightly at the movement.

“Do you like what you see?” She asked. My response was to lightly stroke her pussy, earning a shuddering breath from Rainbow. She kneeled down, slowly unbuttoning my pants and pulling both them, and my boxers off in one swift motion. My cock stood at attention as her hands slowly began to caress it. Her soft hands trailed along the shaft, her tongue taking laps at it on occasion. My dick throbbed as she teased me, her tongue trailing around the tip. My hand rested upon her head, begging me to force my dick as far into her as I can go. It was a very tempting prospect, even as she began to fondle my balls. She looked up at me lovingly, her eyes locking with mine.

I could no longer resist the urge, as she trailed over my tip again, I forced her head down, my cock easily filling her mouth. She let out a squeak of surprise around my dick, but quickly got the idea as she began to move up and down my shaft, her tongue working magic on it. The warm confines of her mouth were blissful, it felt like her tongue was giving my dick a massage. I briefly wished I had another girl, so that I could do something more than just sit there as Rainbow blew me. I could hear her moaning around the massive presence in her mouth, and apparently at some point she had begun to finger herself.

Her thrusting head grew faster as the seconds ticked by, each thrust her tongue working miracles on my shaft. I could feel that oh so familiar pressure build up, but I suppressed the urge to ejacuate. Instead, I, with great hesitation, stopped her continued pleasure. She released my cock with a pop, a string of saliva bridging the gap between the tip and her lower lip. She stopped fingering herself at the same time. Removing her hand from her panties revealed the two slick fingers that did the deed. She lapped at them, cleaning them of her own juices.

“Mmm.” She hummed, obviously enjoying the taste of her cum. Her eyes looking up as I gave her another mental order, she stood slowly pulling her wet panties off. She moved in front of me again, now completely naked as she moved to kneel over my dick. With her pussy in my face, literally dripping with her excitement, I took an experimental lick, a loud moan emanating from Rainbow. She does taste good, almost like blueberry yogurt. I took another lick, then another, her hand moving down to my head as she tried to push the two of us closer. Someone was impatient. I conceded, however, deciding to let her get something for being such a good slave. My tongue traced the outer regions of her vagina, slowly making circles around her. Every round, I went slightly further into her folds, her moaning a sign of approval. I could tell she was restraining herself from pulling the same stunt as I did, with forcing her to go faster, more than likely knowledgeable that it would not end well for her. I could tell she was a virgin, with how tight her pussy was, not much of a surprise really, girls like her don’t date much.

Slowly but surely, I maneuvered my tongue into the depths of her folds, her moaning noticeably louder than before. I wrapped my arms under her legs and onter her thighs, pulling her tighter onto me. My tongue worked furiously on her soft pussy, her moaning growing ever louder. Her hands grip tightened on my head as she tried to push me even deeper. A wave of cum flushed into my mouth, and I greedily swallowed the sweet tasting substance. Rainbow panted heavily, her body slowly lowering till we were face to face. She weakly lapped at where her cum had covered my own panting face.

Slowly, she lifted her thighs again, moving back till her ass hovered over my cock. Using her hands to spread her cheeks, she lowered until my tip was just touching her anus. She lowered herself as I pushed up, my cock slowly entering her hole. Rainbow grunted in pain as my dick expanded her walls as it forced itself inside. The remaining saliva was a decent lubricant, but it wasn’t easy. I half wanted to pull out and use some of her cum to make it go smoother, but I didn’t need to.

Rainbow slowly moved her hips up and down, groaning in pain as she did so. She continued on despite the pain, probably because I wanted her to, and because it feels good too. I pulled her close, our lips interlocking as I moved my hands to grope her breasts. Our tongues battled furiously for dominance as her movements picked up in speed. She half moaned, half groaned as I played with her perky tits. They felt like soft pillows, I almost wanted to take a nap on them. There were audible smacks as her ass collided with my lap, her speed ever increasing. I had heard that she was the fastest flier, but no one had mentioned her speed at other things. In fact, I could already feel that familiar pressure build up. Barely a couple minutes in and I was already set to finish. If I was going out, then I want it to be worth it. A mental order found Rainbow picking up even more speed, her whole body flying up and down on my shaft, and loud moans of pleasure rose from her as she threw her head back. I could hold it no more, I grabbed her and forcibly shoved myself as far into her as physically possible as I ejaculated. Rainbow collapsed against my chest, panting heavily. Her eyes began to close, obviously tired from the experience. I stood, holding her to me, my cock sliding out of her dripping anus as I laid her down in bed.

Not exactly my best, but she was fairly entertaining. My eyes moved over to the picture of her friends. I’ll had to get one of them when Rainbow wakes up, probably the other pegasus. Deciding to think on it later, I laid down, shifting Rainbow to be on top of me before closing my eyes.