The Mistress

by MajorDude

Rating: mature
Tags: Porn, Fetish, Comedy, Starlight Glimmer, Princess Celestia, Sex, My Little Pony: Friendship is Magic, Alternate Universe, Other
Length: 5018

Celestia is searching for six missing ponies. They were last seen at a village led by a secretly ruthless (and horny) dictator...

Celestia is searching for six missing ponies. They were last seen at a village led by a secretly ruthless (and horny) dictator...

An alternate ending to the Season 5 Premiere of MLP: "The Cutie Map"
Contains: 69 and Pussy Eating amongst Mares. Also contains some sexual language.

A Ltmajordude Commission
This story was commissioned by sketchyaura

Published 2018-07-02 16:50:07 UTC
Last updated 2018-07-02 16:50:07 UTC

The Mistress

"Heh, that wasn't so bad."

Starlight Glimmer let out a triumphant and hearty chuckle as she poured herself a glass of red wine. Just earlier, six ponies have arrived at her village. Apparently, they were brought here by some map to see if any kind of trouble was present around here. To make things even sweeter, one of them was a Princess, allowing Starlight the chance to spread her equality throughout Equestria. Of course, there were some problems that soon popped up. More specifically, they learned her true intentions and soon tried to escape and almost free the villagers from her corruption.

She lifted the glass to take a sip. As she enjoyed the taste of the rich wine, she glanced at the window to see the same six ponies as mentioned before. All of them both letting out huge and blank smiles. Their cutie marks are all the same: black equal signs.

In the end, she has emerged victorious and has foiled their plans of ruining her utopia of equality. Three days have passed and Starlight never gets tired of seeing an alicorn princess amongst her town. It was only a matter of time until Equestria soon follows her beliefs and is drowned in the ocean of equality...

Her dreams and ambitions were interrupted by a sudden pain in her crotch, causing the unicorn to moan as she rubbed it affectionately. "Ugh, this came a little early." She muttered as she gritted her teeth a bit. "I guess all this excitement got me excited too early."

She turned to the calendar that was hanging on the way and frowned as she read it. "Hmmmm, the annual 'Let's Fuck Somepony' event isn't until next month. I can't last that long! Ugh, looks like I'm going to have to tell the villagers that it's going to come a little early this time..."

"Starlight!!!"

The sudden arrival of one of the villagers caused Starlight to yelp. She fell down onto the floor with her hoof still gripping her crotch area. She quickly removed her hoof away from the area before glaring at the villager.

"This better be good."

The villager pointed outside. "I was farming outside and I noticed this pony heading towards our village! She's got both a horn and a pair of wings!"

"An alicorn!" Starlight thought to herself in surprise. "It seems that the dear Twilight wasn't the only alicorn in existence. No doubt that this alicorn is looking for Twilight. Could be a noble or something."

Turning to the villager, Starlight began to give orders. "Tell the villagers that somepony is arriving and we need to make a good impression towards her. Oh, but first, you know those six new ponies we have? Hide them in some basement and make sure they STAY there until I give the word. Remember what I said before. No strangers should know about these six ponies."

The villager nodded before he left her sight. Starlight smiled evilly as she rubbed her hooves together. "Niiiiiice, I can have another alicorn join my village. Just gotta turn my charm up to an 11 and we should be done in time for the event."

She groaned as she rubbed her crotch area once more. "Man, I could go for that mare with her huuuuuuge ass..."

Celestia quietly entered the village with a cautious look on her face. She could not help but to silently stare at the ponies who were greeting them with their smiles plastered on their faces. It was almost creepy and it made her understand how Twilight could be last seen here.

Regardless, she began to look around in hopes of finding Twilight or any of her friends. Her search was interrupted by the sudden appearance of Starlight Glimmer. The unicorn had popped up in Celestia's eyesight which had surprised the alicorn a bit.

"Hello!" Starlight greeted in a happy tone. "You're new here, obviously. My name's Starlight Glimmer!"

"Celestia." The alicorn quickly introduced herself as she continued to look around. "I know you're Starlight Glimmer. Before I entered this village, some villagers gave me a quick rundown of this place. So this is an equal village or some sort?"

"Correct!" Starlight smiled sweetly as she walked up to Celestia's face. "We don't get many alicorns here. You enjoying yourself? Anything I can do to make it more enjoyable?"

"I'm having a blast here, don't you worry," Celestia replied in a slight snark tone before she moved past Starlight to look around further.

Starlight growled at Celestia before changing her tone into a lighthearted one. "Something wrong?"

"Hmm? Oh, I'm just looking for some ponies." Celestia answered before turning to Starlight. "Say, you happen to see them? Six ponies. Led by a purple alicorn princess such as myself."

"Such as myself, yeah right..." Starlight mused in her mind before answering with an innocent frown. "Oh I'm sorry, I did not recall seeing another alicorn here."

"Strange, the map that Spike talked about led me to here," Celestia muttered as she continued to look around. "I asked the same villagers if they have seen these ponies but nopony has."

Starlight was relieved that her instruction of not letting any strangers know about those six ponies did not go unnoticed. "Well, since you're here, how about I give you a tour around the place? It'll give you the chance to know a little bit more about this peaceful village and our beliefs." Starlight offered as she pointed all around the place, "I mean, we both could end up finding those six ponies you're talking about."

Celestia looked a bit hesitant as signaled by bitten lips. But, with no other choice seemingly available, she could use the help she needs. "Very well, I accept. Please assist me."

"Certainly!" Starlight responded as she chuckled internally. "Now's my chance to sweet talk this girl into joining my society!"

Eventually, Starlight led an unsure Celestia toward a couple of shops while acting as a tour guide. "Here we believe in equality. Nopony argues with each other because they all agree with the same thing, nopony fights because they all have the same goal, everypony is friends with one another because they have so much in common!"

"Take these clothes for example." Starlight explained as she stopped to point at a shop containing light brown cloaks. "Nopony has to argue that their clothes look silly because they all have the same clothes!"

"They don't look silly," Celestia said as she stared at the cloaks, "They look stupid."

"Heh heh, good one..." Starlight muttered as she gave a quick glare at the alicorn before continuing on, "So then, you happen to see your friends in that 'stupid' clothes shop?"

"Nope. Let's move on, I prefer that we find them as quick as we can."

"How about this place?" Starlight pushed Celestia towards a nearby bakery, "We serve all kinds of good treats here. Best of all, everypony loves them so there's never any chances of them bickering about not having to come here because they don't like the stuff here!"

"I wouldn't blame them if they did bicker," Celestia replied as she stared at the treats from the bakery display. Just the mere look at them disgusted Celestia, "Are you sure this is a bakery? For a second, I thought it was a rat poison shop of some sort."

"I could feed you rat poison if you want..." Starlight hissed through her breath.

"What'd you say?" Celestia said as she turned to face Starlight with a confused but cautious raised eyebrow.

"I said good one again!" Starlight responded with a mock laugh to accompany her. By the time she was done, Starlight looked up to see an unamused Celestia. She coughed as she spoke up, "Soooooo...your friends there?"

"Nope. And I really don't want my time wasted any further. So please cut the act and just help me please." Celestia retorted as she walked past the angry Starlight.

"Oh, I'll cut something, alright..." Starlight grumbled as she glared at the alicorn whose back is behind her. And speaking of behind, Starlight noticed how Celestia tends to sway her butt a bit as she continued to walk. All anger that was clouding Starlight seemed to fade away as she widens her eyes at the marvel sight of the butt. A magnificent sight of pure white flesh tattooed with the mark of the sun which made the sight even sexier. "Ooooh, what I give to cut that..."

"I'm sorry, what?"

"NOTHING!" Starlight yelled as she ran away from the butt and back into Celestia's face. "Anyway, I wouldn't blame your friends for running off into here. This place is a paradise with everypony being friends and never having a problem. Always happy."

"Isn't that right?" Starlight asked a random villager. With a happy smile that screamed 'Please kill me,' he nodded rapidly at Starlight and Celestia.

"And you know the best part?" Starlight asked Celestia as she leaned towards her ear. "The event that happens every year."

"What event?" A nervous and unsure Celestia asked the grinning unicorn.

"Well," Starlight began explaining as she backed away from Celestia. "We all have needs. I'm not going to sugarcoat it. Every mare here wants a stallion to make her feel...comfortable. Same thing with the stallions. So after much discussion and, no arguments, I'm proud to say, we all decided to have an event where we each have a pony to keep us satisfied!"

Celestia did not give her a peeved look nor a disgusted scowl. Instead, her face was reminiscent of a brick wall upon hearing Starlight's words, "So you hold an event where ponies can fuck each other?"

"It's supposed to be next month, but I decided to move it a bit earlier just for you! How's that sound?" Starlight offered as she let out a toothy smile and repeatedly raising eyebrows.

Celestia's face expression finally changed into a smile, much to Starlight's joy. "You know all those rude things I said about the clothes and food?"

After Starlight nodded, Celestia's smile grew as she closed her eyes. "I take it back."

"Oh good! Thank you~"

"Because what you said sounded dumber than the clothes and food." She finished with a complete deadpan look on her face.

The alicorn's sudden and blunt response caught Starlight off guard. Nevertheless, she let out a stupid smile as she clenched her eyelids. "Oh, well..." She muttered as her smile grew more nervous and uneasy, "Um, thanks for the...'constructive criticism.' I appreciate it, really."

"Don't mention it." Celestia calmly responded as her bluntness disappeared.

As she continued to look around, she failed to see Starlight's happy facade crumble into a furious growl with some bits of magic even sparking out from her horn.

"Not only did she mock my equality beliefs, but she mocked my fucking event!" She hissed eternally, "That's it. I'm closing the deal now. Either she's joining my society or I'm going to FORCE this filthy noble to join me!"

"Say, now that I'm suddenly reminded." Starlight exclaimed to Celestia while pushing her away. "I know this place you haven't been to and I seem to recall six ponies there. It wouldn't be a bad place to start!"

"Hmm? Why didn't you say so?" Celestia replied with a confident smile as she walked past Starlight, "By all means, lead the way."

"I wish you lead the way instead..." Starlight thought to herself with dreamy eyes as she once again got a good sight of Celestia's behind.

Starlight soon led Celestia straight to the caverns that contained what she had planned to show her. Two things were clouding Starlight's mind at the moment. One was her plan of further expressing her interest of Celestia of joining her perfect society. Even if this last persuasion fails, she knew that a noble such as Celestia would not be able to withstand Starlight's own magic. After all, she did not really need Celestia's consent to be equal.

The other thought in Starlight's mind was Celestia's butt. In all of Starlight's moments in life, she had not experienced something far more exciting than the dazzling and marvelous sight of the butt. She hopes this belief persuasion or forced brainwashing goes by quickly so that she can immediately ravish Celestia's ass in her bedroom without any interruptions.

As they finally entered the caverns, Celestia finally decided to discuss what has been bothering her the second she entered the village. "I noticed that the villagers are always smiling. It's kinda creepy actually."

"Well, that's because you're not accustomed to our beliefs yet." Starlight confidently replied as she went on, "We believe that there is no reason to NOT be happy. So now you're allowed to live a life of pure happiness with nothing to distract you!"

"And the equal cutie marks?"

"Bah!" Starlight grumbled at the mere mention of those marks. "If everypony had different cutie marks then we wouldn't be the same, would we? Without cutie marks, there is no discrimination and everypony can be friends!"

"I'm sure the same happens to ponies with cutie marks." Celestia reasoned to Starlight who just shrugged nonchalantly.

"Well, yeah, but not the same as here. I mean, it's way better here." Starlight's debating mood turned into a happy mood as soon as she reached her destination. "Oh hey, we're here!"

Starlight Glimmer and Princess Celestia soon found themselves in front of the giant vault that glowed before them. Starlight smirked upon seeing Celestia's stunned and amazed face expression. The princess marveled at the contents of the vault and realized what they were as she finally spoke up.

"Are those..."

"Yup, cutie marks." Starlight Glimmer explained, "Everypony who joins my village must sacrifice their cutie mark to become equal with us. Please note that I don't really FORCE ponies into this. They want to be treated equally amongst other ponies so all I do is oblige their request. Nothing more."

Her smile turned charismatic as she placed a hoof on Celestia's shoulder before continuing her speech, "Think about it, Celestia. Do you really wanna go back to your boring life? Doing some noble stuff and realize you can't hang out with the lower class. Become aware that there is the possibility that the peasants in your kingdom don't like you because you are not one of them? Join me and you will never have those problems. Instead, you will be our best friend and have everlasting joy!"

"I already have friends and joy." Celestia immediately replied as she gently pushed Starlight's hoof away from her shoulder. "You're wrong. I may be different from others and possess different talents and gifts but I share them with others. My subjects and those whom I am proud to call friends. I'm sorry but I believe your beliefs are doomed to fail. I will not join your society."

Starlight gawked at Celestia as she continued to observe the vault carefully. The unicorn bitterly stared at Celestia before letting out an angry response, "Doomed to fail?! No, YOU are doomed to fail! You're just brain-dead like that pathetic princess who came to me."

The mention of this "pathetic princess" and the immediate discovery of six familiar cutie marks caused Celestia to quickly turn around. "Twilight Sparkle!"

Before she could say anything else, a bolt of magic struck her to the ground. As soon as she was down, a magical barrier immediately surrounded her along with her horn now possessing a stone ring which suppressed her own magic. She looked up to see the once cheerful unicorn suddenly turning into a resentful monster.

"Do you really consider me a villain, Celestia?" Starlight hissed as she levitated the captive Celestia to her face. "I gave these ponies friendship. You can't admit that your society has problems. But what really pesters me is that you consider MY society to be far worse."

"You're a lunatic."

Celestia's response was answered with her being slammed down into the ground by an irritated Starlight, "Whatever. It's only a matter of time you join me so that we can finally participate in the annual event to ease my, I mean, our needs!"

"Starlight?"

"Yes?"

"Your sex event is beyond stupid."

The old saying "the straw that broke the camel's back" suddenly echoed throughout the minds of both mares.

Starlight discharged two bolts at the captured Princess. One bolt was directed towards her cutie mark which slowly faded away from the flank and up into the air. The bolt then levitated the cutie mark into a vacant spot in the vault before locking it up. A gray equal sign slowly formed on her flank as her new cutie mark. The last bolt was aimed at Celestia's head which scrambled her mind. Celestia tried to resist but failed miserably as her mind was wiped clean and her pupils were now pale and clouded with purple magic.

Starlight spoke gravely as soon as the magic dispelled. "Never. Mock. My annual fucking event."

She let out a breath of fresh air as she released the magic from the mind-controlled Celestia. The alicorn simply stood up straight as she stared at her new master. Starlight decided to just leave this cavern with Celestia and then head out to the village to start the event right away.

That is until a thought popped into her head.

Why not now?

She slowly turned to the controlled Celestia and began to ponder. From the second she saw the glorious butt, she decided it was to become hers. What are the chances that other villagers would try to claim it away from Starlight? She could not resist it. No other ass could deem itself superior to this one! It was to be her property and nothing more! Besides, she had wasted enough time giving this pony a tour and then mind control.

"Looks like I'm not gonna change the event to today." Starlight muttered underneath her breath as she trotted to Celestia with a sultry smile. "No more excuses, interruptions, or anything to get in our way. Now then, Celestia. It is just you and me now."

"Duuuuuuuuuuuurrrrrr..."

Starlight frowned. She had forgotten that the mind control thing caused ponies to be stupid for a while. She can't wait. She wants the butt now!

"Oh, I guess I'll have to educate you while I'm fucking you." Starlight grumbled.

"What is fucking?"

"Why, I'll show you." Starlight responded as she fluttered her eyebrows at her mind controlled slave. "But from now on, call me Mistress."

"Yes, Mister." Celestia drooled.

"Eh, you'll get used to it." Starlight muttered with a shrug. She wasted no time leaning against the hypnotized alicorn. "Now then, let's see how your kissing skills."

Her lips started to pucker up and Celestia mimicked her master's gestures. Their lips contact and Starlight is surprised to taste a hint of bitter vanilla. Her curiosity led to her opening her mouth a bit to sneak her tongue into Celestia's mouth. The alicorn was surprised and confused by this sudden approach so she responded by using her own tongue to grab Starlight's tongue. The next thing both mares knew was the confusing tongue fight over dominance filled with the strong scent of vanilla.

Starlight pulled her tongue out from Celestia's mouth while taking heavy breathing. "Oh wow! That kissing was like intense!"

"Eeyup." Celestia simply responded.

"I got a good taste of vanilla but I'm still craving for more." Starlight turned Celestia around a bit to finally get a good view of the ass up close. "I hope you don't mind me having a taste..."

Lifting her ass up closer to Starlight's ass, Celestia only replied, "Of course not...mistress."

Starlight stared deep further at the butt as she was being hypnotized herself. Celestia slowly lifted up her ass close enough to expose the forbidden temple. Starlight started to lick her lips at the sight of the pussy. She was welcomed with the scent of vanilla and even the tiny hint of chocolate which confused her more. The sweet smell caused her crotch to hurt once more as a signal that it was tired of being teased. Starlight soothed it by rubbing it slowly while continuing her sniffing. After all, she could wait just a little bit before she satisfied her own pussy.

She pulled out her tongue and gently placed the tip into the round side of Celestia's pussy. She flinched as soon as her tongue came in contact, not expecting the pussy to be more intoxicating than she expected. Nevertheless, she knows that she'll get used to it since the strong taste isn't enough to stop her. She planted her mouth into Celestia's pussy to suck in more of the flavor. Celestia was surprised by this action but enjoyed it as her limbs started to shake and she moaned in utter pleasure. Starlight moaned as well as she sucked in more juices.

Every so often, she rubbed her crotch to keep it at ease. Yet she wanted to solely focus on sucking than rubbing. She thought of having Celestia rub it for her but then a better idea popped into her mind. She removed her lips away from Celestia and turned her around to face her.

"Celestia, listen carefully." She instructed. "I want you to pick me up."

"What?" Celestia replied with crossed eyes.

"I said I want you to pick me up." Starlight instructed once more as she mimicked the gesture of picking something up.

"Oh, okie doke then," Celestia replied with an innocent smile.

Starlight let out a yelp as the controlled Celestia immediately lifted her up mindlessly. The unicorn felt dizzy for a brief second before she looked down at Celestia. "Okay, now slooooowly turn me upside down."

"Kay-kay."

Starlight felt herself being rotated in an eased fashion, much to her relief. She felt dizzy from being upside down and the fact that she was carried by an alicorn who swung her around very lightly did not seem to help. It was a miracle that she did not barf but perhaps it was her anticipation that kept her from being nauseous.

"Okay, here's the deal, Celestia. Listen carefully. I do not want to repeat this with all this blood going into the bottom of my brain." Starlight explained as she put a hoof on the side of her head to orient herself. "While you are still holding me like this, I want you to lean forward and suck my pussy. My crotch area. Can you see it?"

Starlight could her Celestia give an immediate response. "I see a pink triangle."

"That's the one. Okay, I want you to suck it. And while that is happening, I want you to bring your own, uh, pink triangle, close to my face. I'm going to suck it as well. You understand?"

"You want me to 69 me?" Celestia asked with a raised eyebrow.

"...Yes."

"Fuck yeah."

Without a moment of hesitation standing in the way, Celestia leaned forward and slobbered around the pink vagina that presented itself to her. At the same time, Starlight leaned forward and resumed her pussy sucking from before. It was different since the motion in mid-air, along with her blood rushing to her head, caused a far more intoxicating experience yet aroused her to beyond. She felt herself becoming more brain-dead than Celestia who just coated Starlight's crotch with tons of saliva.

Thankfully, she then plopped her mouth around Starlight's pair of lips and began to suck in the flavors of the anus. Starlight got a taste of the anus as well and soon felt it rumble a bit. She smiled, knowing that she could finally get a true taste of Celestia. And what a coincidence. She felt a load forming inside her at this very second.

Celestia could feel the cum forming inside her body but was confused. She wanted to stop to calm herself but that would anger her mistress. She just hoped that this feeling wouldn't hurt too much. She was distracted by the fact that the constant slurping and sucking caused Starlight's anus to rumble a bit. Suddenly, it stopped rumbling and an ample amount of mayo-like substance splattered into Celestia's mouth. The salty substance surprised the alicorn so she immediately spits out the stuff into the floor and continued her anus tasting, careful not to digest the mayo stuff too much.

She felt her own rumbling ceased but then felt the immediate need to urinate. But before she could do anything, she felt herself pee on her mistress. She was scared and looked down, expecting an angry Starlight. Much to her surprise, however, she saw her Mistress suck every single ounce of her "urine." She could hear Starlight moan in delight which further confused her. Maybe her mistress liked the urine? She looked closely and could see the same mayo-like substance staining Starlight's face. Yet she seemed to enjoy it and licked every drop of it. Perhaps this stuff wasn't as poisonous as Celestia thought?

As soon as both of them climaxed, Celestia gently placed Starlight on the ground. The alicorn felt tired but saw how completely exhausted her mistress was, judging from her heavy panting. Nevertheless, she could see her being satisfied and happy, which in turn made herself happy.

"So Celestia, how did I taste?" Starlight asked with an evil smile plastered around her face.

"Your triangle tasted like gummy bears," Celestia responded as she let out a stupid laugh. "I like gummy bears. Do you like gummy bears, Mistress?"

"Yeah yeah, what about my cum?" Starlight asked hastily with anticipation clouding her tired eyes. "What did it taste like?"

"You mean the mayo that oozed from the triangle?" Celestia recalled as she gently placed a hoof on her chin. "It tasted salty so I spat it out."

"What?" Starlight gasped as she turned around and saw her cum all over the floor. She let out a big frown as she scolded her slave, "No no! You were supposed to swallow it!"

"But isn't it poisonous?"

"No, it's not! It's..." Starlight's disappointment ceased to exist as she calmed herself down. "Okay, it's not your fault. You're new at this. We can easily fix this."

Starlight spat on the ground as she caught her breath. She could already feel her body getting sore from this action yet her mind was dominating her entire self and was still not satisfied. She smiled devilishly at Celestia as she trotted towards her. "This time, we're gonna do it right and you're going to have a proper taste of the real me."

"Your wish is my command, Mistress..."

She grabbed the back of Celestia's head and then jammed it into her pussy. "No more teasing around Celestia!" She hissed as sweat covered her crazed grinning face. "Be like a vacuum. Don't hold back now! Be a good little vacuum!"

Celestia tried to say okay but was muffed from the mouthful of the vagina. She used all of her might suck as hard as she can, causing Starlight to moan and laugh in triumphant. Celestia was happy that her mistress was happy, so her metabolism increased enough to strengthen the sucking power. Starlight was far more satisfied than the 69 position before. She pushed Celestia's head further as her tone transitioned into a savage hiss.

"You call that sucking?!" She stuttered as drool crawled from her lips. "C'mon Celestia! Suck more!!!"

Her request did not go unnoticed as she could feel her anus suffering from a destructive hurricane. For a noble, Celestia sure could work miracles with that tongue of hers. Starlight could feel the tongue rampaging inside her, causing a tingling sensation. At this point, Starlight was practically smashing Celestia's skull from pushing her into her pussy but she did not care one bit. She felt one of her veins about to pop as she could feel the incoming second load that was about to strike.

"Okay, Celestia!" Starlight commanded, "This time, you swallow! Don't spit it out! Enjoy every single bit I'm about to give you!!"

By the time she was done with her command, she could feel the second ejaculation squirt out from her vagina and into Celestia's mouth. The mind-controlled alicorn kept her word and swallowed as much cum as she can while the remaining was stained inside her mouth interior. She ended up liking the taste of Starlight's salty cum and sucked even further to extract more cum. Starlight giggled as she collapsed to the floor with her tongue out, eyes rolled into the back of her head, and eyelids flickering like crazy.

Unfortunately, nothing lasts forever as signaled by the excitement slowly faded away. She noticed that the action was far too much for Celestia as it caused her to fall asleep. Starlight was a bit upset that Celestia had enough but was happy to know that in her lifetime, she had finally found the one true sex slave to satisfy her until the end of time.

"So Celestia, do you still think my annual fucking event is still stupid?" She gently pulled Celestia away, only to realize she was stuck. Turns out a large amount of sticky cum and the strong sucking as technically glued the alicorn's mouth into Starlight's crotch. She increased the strength of her pull but it did not budge Celestia away by an inch.

She slapped Celestia's cheek a bit as she shouted inside the sleeping pony's ear, "Hey Celestia?! That was fun and all but you think you can wake up and get off of me?!"

When she was answered with muffed snoring inside her pussy, her yelling grew fanatic, "Okay seriously Celestia! Get the fuck off of me NOW!" After some more resistance, she came to the conclusion that she was stuck until Celestia woke up from her slumber.

And that's when she realized that she needed to make a public speech to the villagers in two minutes.

Staring at the sleeping alicorn who was stuck inside her beaver, Starlight had only one thing to say.

"Okay, this is bad."