Twilight sipped her water happily, sighing as she glanced at the clock. Dash had said she was going to stop by today - her heat had started over the weekend - but it was already an hour after when she should’ve been there. She shrugged. At least that gave her an extra hour to read before she stopped by. Still, it would’ve been good to get it done earlier. She could only send away Spike on so many errands.

Maybe Rainbow had changed her mind? Twilight entertained the thought for a moment. She supposed that her friend could’ve found a stallion to take care of her heat, or just deal with it herself. Maybe she was embarrassed?

A knock at the door tore her away from her thoughts. She smiled and unlocked it with her magic, putting a bookmark in her book. “It’s open,” she shouted, standing and stretching. She fixed her hair and trotted downstairs.

Rainbow closed the door behind her, blushing lightly, her wings flared out of her t shirt. She had worn a skirt today, just because of the heat outside. It wasn’t too short, but not too long either, reaching nearly halfway to her knees. “Heya, sorry I’m late,” she called out, clearing her throat as she fixed her windswept skirt and hair. “Took me a bit to decide to stop by. Not that I’m nervous or anything.”

Twilight smiled, walking out from her room upstairs. She was glad she had rebuilt her library, even if it was further from town - it took so much less time to get downstairs. She chuckled as she saw Dash - or, that is, Dash’s face. “Spike’s been out all day, so I just read like this till you showed up. I figured you wouldn’t mind, if you were stopping over anyways.”

Dash’s eyes were bugging out. She had never seen Twilight as ‘sexy’, but…

Twilight ran her hand over her chest, chuckling as she absentmindedly massaged her boob. Dash watched as her friends bare breasts were manipulated, her wings fluttering behind her. She looked her friend over, taking in every part of her naked body as she walked downstairs. “Wow, Twi… You look… Wow.”

Twilight laughed, blushing. “It’s mostly due to being a princess now. My body has a natural allure ever since I got my wings.” She stopped, eyes wide. “N-Not that I’m trying to brag! I uh… I’ve just been really excited about some of my new attributes. Especially my breasts.” She giggled softly, rubbing her neck in embarrassment.

Dash cleared her throat, shoving her hands in her pockets. “Uh- Yeah, I mean… You look great.” She smiled, flicking her head to keep her hair out of her eyes. “So… Are we gonna…”

Twilight smiled, holding up her hand. Dash gulped as she saw her friend magic up a leash. “If you want to, Dash.”

Dash ran a hand through her hair, clearing her throat again. “Alright, let’s get this over with. I’m starting to get seriously uncomfortable down there.

Twilight smiled, beckoning the girl upstairs. “Let’s get to my bedroom, then.”

*~*~*~

Rainbow shifted around uncomfortably as she glanced around Twilight’s bedroom. “Heh. You really are an egghead,” she said, gesturing to the books scattered around.

Twilight rolled her eyes, sitting on the bed and crossing her legs. “Now, Rainbow, I’m allowed to enjoy books. I mean, they did teach me a little about being a dom. Just a little though.”

Rainbow rubbed her neck, blushing. “That’s great and all, but can we get this show on the road? I… kinda don’t want to be here longer than I need to be.”

“Oh? Why is that?”

Rainbow’s blush only got brighter. “Nevermind that. Like I said, let’s get this over with.” Twilight gasped and nearly fell back as Dash sped forward, grabbing the leash. “I just need to put this on, right?”

“W-well, Dash, you can’t just put it on and we magically switch! I need to know more!”

Dash groaned, smashing her face with her palm. “Look. Twi. I can’t be here too long, alright? No time for… cutesy ‘what’s your safeword’ stuff.”

Twilight’s eyes narrowed slightly. “Why do you need to leave so soon?”

Dash’s eyes widened. “Uh… No reason. Nope. None at all. Just uh… Gotta get this heat under control then gotta get. You know how it is for the fastest flyer in Equestria!”

Her grin wasn’t at all convincing. “Dash, just tell me. I’m your friend, and you have to trust me if we’re going to do this.”

Dash’s eyes shifted from side to side. “Well, I-I mean…”

“Come on, Rainbow. Either you tell me, or I don’t help you.”

Dash sighed in defeat, landing on the bed. “Ugh… Fine… I’m only saying this cause I seriously need help though.” She cleared her throat, crossing her arms over her chest. “I… I’ve never been with… Y’know…”

Twilight looked shocked. “You’re a virgin?”

Dash looked at her. “NO! No, Twi, no. I’ve had plenty of dudes, just never a… well, never a girl. And I’ve never been receiving either… I’m usually on top.”

Twilight smiled softly. “Is that the concern?”

“Well, yeah. I mean, how can we do this properly if I’ve no idea what I’m doing?”

Twilight grinned, moving closer. Dash blushed deeply as her friend leaned over her, putting her hand on the one holding the leash. “Don’t worry, Rainbow…” Rainbow gasped as she was pinned to the bed by her friend, practically panting already as Twilight leaned next to her ear. “I’ve been told I’m a good teacher,” she whispered.

Dash shivered and gulped as Twilight took the leash, standing. “If I do anything you don’t want, Rainbow, just say the word ‘Lollipop’, alright?”

“W-why that word?”

Twilight chuckled. “It’s from my days at Canterlot… That was mine, before I got used to BDSM. There was sort of a huge joke about it… It works for now.”

Rainbow nodded, licking her lips - her mouth felt dry suddenly. “A-alright…”

Rainbow took a deep breath to calm her nerves, sitting up as the leash closed around her neck. It felt surprisingly warm. She relaxed and looked at Twilight, surprised to see a gentle expression on her friend’s face. “Now, Rainbow… You’re not a virgin, but you’re not used to rough submission, correct?”

“Y-yeah, that’s right.”

She gasped as she felt a slap across her head. It was gentle, but hard enough to notice. Her eyes flashed up to Twilight’s horn - it was glowing. “Learn quickly then, pet. You are to refer to me as your Mistress, Master, or Princess. Do you understand?”

Dash gulped, feeling almost sick. There was no way she was going to do that! Nobody got to control her like that!

But, if she didn’t, what would Twilight do? She wanted to do this, really… But was she ready to be on the other side of things? Rainbow wasn’t really sure, but she knew she wanted to try it, at least once. She took a deep breath. Twilight was at least a friend. She could trust her. “Sure thing, M… mistress.” She licked her lips again. The term just rubbed her the wrong way.

Twilight smiled. “Smart choice. Now, shall we begin?”

“Whatever you say, Mistress.” Nope. Still sick tasting. Seriously, that felt wrong.

What didn’t feel wrong - or at least as wrong - were the invisible ropes that suddenly grabbed her wrists. “Huh!?” Rainbow gasped as her arms were pinned to the bed again, stretched out. Her legs did the same, spread far to Rainbow’s embarrassment.

Twilight smirked at the view. The skirt was spread apart, revealing Rainbow’s rainbow colored panties, already thoroughly soaked. “How cute,” she said.

“I’m not cute, ‘Mistress’,” Dash said, turning her head away, her face flushed.

“Whatever you say, pet.” She blushed worse at that, tugging at the magical bonds that held her in place now. Why did that make her hornier, of all things? This was just degrading! There was no way someone as cool as her would be into being stuck like this.

Twilight’s horn began to shine brighter. Rainbow gasped as the bonds suddenly tugged tighter around her wrists and ankles, pulling them more. She stopped tugging, panting softly - she wasn’t exhausted already, right? No way! She could fly for hours without getting tired. So she was just panting because…

“That’s right, pet,” Twilight said, walking over. Rainbow shivered slightly as Twilight’s hand ran up her leg. “You’re enjoying this… That’s perfectly fine, dear.” Rainbow glanced at Twilight. Why was she being so gentle? So kind? Was that really a part of the painful experience she had heard about?

Twilight’s hands kept roaming, causing Rainbow to squirm. Her hands kept going further and further up. Rainbow bit her lip as she began to go up her skirt, and gasped as she felt her partner’s fingers curl around the edge of her panties. “Well well,” Twilight said, smiling. “Here we are…” Without warning, Twilight pulled them down, almost in one fluid movement.

Rainbow gasped as her friend tossed them aside and crawled on top of her. She opened her mouth to ask her what she was doing, but couldn’t get the word out before Twilight kissed her.

Alright, she thought as she closed her eyes, relaxing slightly under the kiss despite the ropes holding her. This… isn’t too bad… Rainbow savored the kiss, opening her mouth and allowing Twilight to push her tongue inside. Rainbow moaned softly under the kiss, surprised to be enjoying a simple make out this much. It wasn't much different from kissing guys, but for Twilight's lips; they felt softer than most, like velvet. She felt like she was melting into the kiss instead of pushing into it.

Twilight pulled away, panting softly. “You’re a good kisser, pet," she said, running a finger softly against Rainbow's cheek, eliciting a soft shiver from the woman.

“T-thank you, Mistress,” Dash said, finally able to say the word without a stirring sense of nausea. Twilight smiled, kissing her neck now. Rainbow was still panting, and couldn’t deny that she was enjoying this. She gasped as Twilight suddenly kissed her collarbones before biting them. “A-ah, T-twilight!” She bit her lip, whimpering softly under her breath.

Twilight stopped, glaring at Dash. “What did you say, slut?” Dash’s breath caught in her throat as Twilight called her that. It was… demanding. Dash wasn’t there to control - she was there to BE controlled. But there was something else there… Twilight wasn’t doing this for herself. The rules were in place for Dash’s sake. She would have to obey those rules.

“I-I’m… sorry, Mistress. T-that’s a s-sort of sweet spot for me. I won’t do it again.”

Twilight smirked, tracing her collarbones, getting another aroused shiver from Dash. “Sweet spot, hmm? Well… I suppose I can forgive you just this once, pet. But only because you’re so cute, squirming like that.”

Rainbow felt her wings tugging out from under her as Twilight continued to stroke her collarbones - why was she so damn sensitive suddenly? Was it the bondage? That feeling of helplessness? Why would she like that? She took a deep breath. She guessed if Twilight was this into it, and so was Pinkie, she could trust what she was feeling. Neither of them thought this was too weird, so she shouldn’t either.

Twilight smiled at her friend’s slowly extending wings. “Someone’s enjoying this…”

“Y-yes, Mistress…”

“Let’s give you what you need, then.” Rainbow tried to see what Twilight was doing, but could hardly see without craning her neck up. She gasped as she felt Twilight take off her skirt, leaving her bottom half bare. “Why… You’re already swollen, Dash. Are you sure you weren’t just masturbating before you stopped by, and that’s why you took so long?”

“I-I wasn’t doing that, Mistress,” Rainbow said, licking her lips as she felt the cool air down there.

“Are you lying?” Dash’s eyes widened. “Don’t lie to your Master, pet… I know when you are… Answer one more time… Were you masturbating, pet?”

Dash gulped, shutting her eyes tightly. “Y-yes, M-Mistress.”

“What to?”

She’s seriously going to make me answer? “Um… T-to… T-to S..Soarin, M-Mistress.”

Twilight blushed, but kept going, chuckling softly. “Ah, the Wonderbolts… I wonder, pet, if I can make you the fastest cummer in Equestira. Should we see?”

Rainbow didn’t get the chance to answer before something was shoved deep into her. She moaned, knowing just what that something was. Twilight smirked as she pushed the dildo deeper, going slower as she went all the way in. Rainbow shuddered at the unexpected intruder, panting badly as her walls throbbed around it. She felt so full - she had felt that way in the past, sure, but this was different. This wasn’t her shoving a dildo up there herself, or slamming herself down on some stallion. This was someone else taking full and complete control over her, and damn it all, she was loving it.

“Let’s see…” Twilight glanced at the clock. “3:48... I wonder if I can make you cum in less than a minute. Just a few more seconds and I’ll have an even time…”

Rainbow panted, trying to turn her head around to see the clock. It was just out of her view, however. She was forced to lie there, squirming slightly around the dildo, biting her lip as she felt the magical bonds tighten again slightly. How many seconds would she have to sit there, just wanting that dick in her to move, just to thrust in and out of her needy, flaming hot pussy?

She writhed around, groaning, unable to thrust it out herself. She sat for what seemed like an eternity. She licked her lips, and almost opened her mouth to - she hated the thought - beg for it.

“And time.”

Rainbow moaned as the dildo was torn out of her, only to be shoved in to the same depth. She spread her legs further as it happened again. And again. She moaned each time, feeling a tingling sensation around her clit as it went in each time. She managed to direct her eyes to Twilight - she wasn’t using her hands. More magic. Twilight saw her glance and winked, before her horn got brighter still.

Rainbow gasped as it started to go faster. She shut her eyes, moaning louder. She hadn’t realized how needy she was. She felt Twilight’s hands suddenly massaging the base of her wings. Rainbow arched her back at the touch. “O-Oh, M-Master!” She bit her lip as she said it, groaning from embarrassment - but as the dildo went faster still, she forgot her shame. It just felt so good, having someone taking full attention on just making her happy. She pulled against the ropes holding her back as she writhed on the bed from Twilight's ministrations, moaning loudly.

Twilight grinned, massaging at the joints of her partner’s wings. She focused on all the tense parts, trying to make her partner relax slightly. Rainbow’s moans only grew louder and louder as the dildo moved faster. The massage was working - she started to relax against the ropes, completely out of breath. Twilight leaned forward, nibbling on a few of the feathers, tugging a few loose ones out as she preened.

Rainbow winced at the pain, surprised to find it enhancing the pleasure. Too much, in fact. “M-Master, I-I’m g-g-going to-”

She didn’t get her sentence finished. As the dildo pushed in deep, Twilight cast one last spell on it. It began to vibrate madly inside Rainbow. Dash seemed to freeze, arching her back in a silent moan, her face a mask of pleasure as she came. Twilight continued to preen as the dildo vibrated, prolonging Rainbow’s pleasure.

Dash panted, going limp against the bed, hardly noticing the bonds on her. She felt the vibrating toy inside her, but hardly registered it as she watched Twilight doing her thing. That orgasm had been better than any she had given herself, and even better than some her previous stallions had given her. And now her dom, supposedly one of the roughest teachers there could be, was gently and comfortingly preening her.

She moaned softly as the dildo was slid out of her. “Did that feel nice, pet?”

“M.. Mhm… Yes, Mistress.”

“Good… Now… I need to do something about your heat.” Rainbow nodded. She could feel it coming back, even now. It was like an itch deep inside her that needed to be soothed. “I’ll have to do something, some spell, that can produce semen.” Rainbow gulped, eyes wide. She was going all out, then. Not that she minded much, of course. “Now… With Pinkie, I used tentacles.”

Rainbow shook her head. “I… wouldn’t like that much, Mistress.” Tentacles. Yuck. Although, she wasn’t quite sure if she should’ve said that - were subs supposed to speak out like that?

Twilight seemed to think so. “That’s fine, pet.” Twilight’s bondage spell ended and Dash sat up, feeling a bit sore around her wrists - she was sure they would bruise. Not that she minded that much either. “There’s a number of other spells I can do. I can give myself a phallus, or create a sort of doll of anypony that could fill you up if you prefer, or my horn, or-”

“T-the doll, Mistress? What’s that?”

Twilight smiled. “Think of them as a sex clone that moves on its own. I can make it anypony you want. I would become the doll, in a sense, and give you the ride of your life. You would still be sub, because it would retain my position and preference, but you would be filled up by the pony you request.”

Dash blushed deeply. “I… W-would… Would you mind being Soarin for me, Mistress?” She felt disgusted for suggesting it, but it was her one chance of fulfilling her fantasy.

Twilight smiled. “I’d be happy to. Close your eyes, pet.”

Rainbow took a deep breath and closed her eyes. This was a bit awkward; why would she suggest something like that? Twilight probably thought she was weird for suggesting it... but she had agreed to do all this. Maybe Twi would get it.

She wondered what this was going to be like. A creepy imitation with Twilight’s voice? Or something like what she had always dreamed of? She supposed it was weird to think of one of her idols like this, but she couldn’t help it. His toned ass and legs, that hot and cocky smile when he said something funny…

“I love the grin, Dash.”

Her eyes snapped open to the voice. It was Soarin. Not just that, though, it was a perfect copy. His casual smirk, his windswept hair. Everything. Even… Even the dick.

He was butt naked.

Dash took a faltering breath, taking in his already hard cock. “W-woah.”

“Bigger than you thought?” Soarin walked closer, causing Dash to lean back a little, bracing herself with her arm. “Don’t worry, I get that a lot. Yours is probably the cutest reaction, though.”

Dash cleared her throat. “S-sorry, it’s just… Woah.”

Soarin smirked. “Now… What say you we get this over with…” He leaned in close, so Dash could feel his warm breath tickling her neck. “I want to see what the great Rainbow Dash looks like with her pussy dripping with my seed.” He looked up, grinning in just the way Rainbow had always imagined.

Dash shuddered, pulling him close and kissing him, moaning under the kiss. He seemed surprised, but laughed and kissed back, pushing her down. She didn’t get any warning as he thrust into her, causing her to break away, moaning out his name.

Soarin kissed her neck, biting it as he thrust, keeping himself supported with his arms. Rainbow just let this happen, this moment she had been dreaming of since she first laid eyes on him - was this still a dream? She didn’t care. She felt him slamming deeper and deeper into her, both of them moaning in unison above the sounds their sex was making. Each slap of his balls against her was muted by their moans.

Dash gasped as he bit down on her collarbones, just as Twilight had. He laughed, groaning as he went faster. “N-nice little spot here. I might play with it awhile… Let’s hear you scream, bitch.” He bit down harder, suckling the skin there.

Dash tried to hold back as she felt her second orgasm coming fast. She wasn't normally this sensitive, but having the man of her dreams on top of her, with her moaning like a filly in her first heat, she couldn't take it. He kept sucking harder as she felt him grow somewhat erratic in his thrusts. She knew what that meant. “P-Please,” she cried out, moaning more than ever. “P-Please, i-inside! F-fill me up, P-please, Master!"

He laughed, letting go of her collarbone, kissing the hickey he had left there tenderly. “Let’s hear you scream for it, slut,” he said, that cocky grin that Dash loved flashing in her face.

Dash arched her back as she felt it happen, her eyes shutting tight as she came. “S-SOARIN!!”

She moaned louder as he thrust in deep, cumming hard. She could feel it - it was unbelievably warm inside her. Somehow, however, that warmth soothed the heat that had taken her over. She moaned in pleasure and relief as she felt each spurt fill her up. She could even feel it start to spurt out the sides of her pussy, despite the tight hold it had on his dick; Twilight could clean that up later, she guessed.

She started to come off her post - orgasmic high as Soarin pulled out. She opened her eyes just in time to see a bright flash. Twilight stood now where Soarin had, with one major difference - her legs were stained with the force of her own orgasm. Twilight grinned, her blush still fresh on her face as she panted. “That… was fantastic. I should do that spell more often...”

Rainbow nodded softly, panting too hard to speak. Twilight’s grin turned to a soft smile as she walked over, unlatching the leash. “I think we’re done for now.”

Dash took a deep breath, shifting slightly. The cum inside her was still warm - that had been real. “I… I’m not gonna get p-preggers, right,” she muttered out in a content voice.

“Don’t worry. It’s infertile. It’s enough to settle your heat, but it won’t get you into a mess you can’t clean up. Speaking of which…”

Rainbow smiled as Twilight used her magic to start cleaning. “T-that was… great. Seriously…”

“Feeling better about being with a girl,” Twilight asked with a grin.

“Totally. Although, most of that was with a dick or dick like thing shoved up me. I’d be interested to see how to do all that normally, though. Maybe without referring to my friend as my mistress.”

Twilight giggled. “Yeah, you seemed a bit awkward about that.” Twilight glanced at her critically. “Hmm… Here.”

Dash was surprised to see a glass of water appear on the nightstand next to her. “Water?”

“You came twice, plus you probably came earlier today too. You should keep yourself hydrated.”

Rainbow smiled. “Thanks, Twi.” She grabbed the drink and savored the refreshing quality of it. “And… thanks for indulging my fantasy.”

“No problem. Honestly, that was nothing compared to my years at Canterlot.”

“You keep mentioning those! You’re gonna have to tell me about those someday, egghead. Like, why Lollipop for a safe word?”

Twilight laughed, sitting next to Rainbow. Dash sat up and back against the wall, crossing her legs as she sat the glass of water on the nightstand again. “Well, Dash, that’s the safe word we used for newbies.”

“Newbies? Yeesh. Well, I guess I kinda am one…”

“And the story behind it is kinda… well, funny, to say the least.”

Dash grinned. “I’m all ears.”

“Well… There was this one girl named Lollipop Dreams. Everyone thought she was good at making candy cause of her name. Well, one day, Lollipop decided to publicly announce her talent.”

“Yeah?”

“She did so in the dorm, around 2 am, with her boyfriend.” Dash tilted her head, confused. Twilight laughed, blushing. “She sat there and screamed, ‘Oh, yeah, right there, right there! Faster, yes! Yes, that’s right, make Lolli Pop!' We heard her throughout the entire building. Thin walls.”

Both women fell back, cackling. Dash couldn’t stop laughing. “So she was good at sex?”

“Oh, totally! It was rumored she slept with every guy on campus. And a few of the girls.”

Dash rolled her eyes. “So Lollipop became the new safeword at the university. That’s ridiculous.”

“Well, it worked.”

Rainbow smiled. “Yeah… Thanks again, Twi.”

“No problem, Dash. And don’t worry - these meetings are confidential. No one will know about your crush.”

Dash blushed lightly. “Yeah… Thanks.” The two friends hugged, and together they both smiled. This was friendship, Dash thought - just with a bit more bondage.

Author's Note

=u= Ah, it's late. Oh well! I'm hoping I wrote that good. It's only my second clop, and I've never written from the P.O.V of someone who wasn't quite positive if they liked BDSM - seeing as I absolutely love it, it's hard to see the other P.O.V there.

(Also, I don't ship RD x Soarin, unless Thunderlane's up for poly-amorous with his boyfriend >> <<)