Muffins was breathing a little faster than normal. She had really wanted to try this. Her normal job, being a mailmare, meant she got to act the foal so much that it had become part of her cover. It was easy enough for her to slip into but, every time she did, she still had her razor sharp mind in the background. With that thing in the cage that was eying her so intently, she would be just a blank little mare and do anything her friends told her. She trembled a little as a spark of desire rocked her.

"You okay Muffins?" Twilight had her own horn blocked with a ring, but her concern for her friend overrode the odd sensation of having little contact to her magic. "We can stop if you want, there is no need for you to do anything you do-"

Twilight was cut off. "I really want this, though." Muffins looked at the mare whose safety was part of her 'mission'. "I haven't really told anypony about this… well, desire. I love the idea of being overpowered, of being shut down and being another pony's slave. I trust you Twilight Sparkle and I am not sure why but I trust Gel Pattern as well. Please keep me safe and make sure you have fun with me."

The words made Twilight blush. The mare was practically giving her permission to… to what? It wasn't really… well, rape. It couldn't be if Muffins gave permission first. It still felt a little off to Twilight, her friend wasn't just giving her permission, she was making it so permission wouldn't be able to be revoked. "I have some plans for you, Muffins." As soon as Twilight said it the pegasus-turned-unicorn brightened up. "I will tell you that if you don't like the feel of anything that you can make me stop."

"You don't need to, I am telling you you can do anything." Muffins looked at the cage beside her, the seemingly adorable little mind-stealer practically trying to squeeze through the bars. "You have your blocker on?" Twilight nodded. "Please call Gel in once it is on me, I want him to watch."

This got a blush from Twilight who hadn't realized her friend had this kink too. "Your notes said when they attached, they seemed to go faster for ponies with more magic?" Muffins nodded to Twilight's words. "Okay then, hold still." Twilight dropped a special ring down on Muffin's horn and the pegasus went cross-eyed a minute. "This will drain you down to a weak little foal."

The implication of what that would do for the experience made Muffins' squirm a little in delight. The heady scent of her arousal was starting to become noticeable in the air. A little band of metal seemed to throb more and more and, at last, Twilight drew it off with a hoof. Muffins looked at the cage and decide to do this herself. "Thank you, Twilight." She opened the cage.

The parasprite had been staring hungrily at both the ponies since they lifted the cover but, when one got a horn-blocker on it shifted to focus only on Muffins. Now with the cage open it flew rather lazily up and landed on the mailmare's hoof.

"Might have drained too much. Muffins, try and do that light spell I showed you." Twilight watched the passive little thing suddenly perk up when Muffins' horn lit up. The mare lifted it up to her horn where it hopped over.

"Oh…" Muffins gave a happy sigh as she felt it start to bring its mouth down her horn, the sensitive organ tickled pleasantly by the soft thing. The lips of the parasprite came all the way down to her head and she felt a grip tighten. "I can still think straight." Muffins looked to Twilight in a little confusion but her friend already had slipped on the magic-seeing goggles. "Gel! It's on me, come on in!" Muffins reached a hoof up to tap the crirtter, thinking it might need waking up.

"No, it's working." Twilight gazed at Muffins' head. She could see as the tendrils of the unicorn magic were being drawn up into the parasite on the mare's horn, she could also see as new ones started to extend down. "Right now it has all your magic to itself and is starting to reach down into your head. Can you feel it?"

Gel walked in, smiling when he saw the two mares investigating and playing. "Oh, got your new friend on?"

Muffins nodded and turned to Gel. Something seemed to tickle in her head and she opened her mouth. "Twilight drained… sucked… made me… ohhhh…" Muffins felt as her words were stolen, just as she tried to say them. She wasn't getting dumber, it was just that the magic of the parasprite was making it so she couldn't remember how to communicate.

Twilight wouldn't be budged from watching as more of those tendrils leaked down into the mare's brain, anchoring and pulsing very subtle magics into Muffins. "Yup, I think she just forgot how to talk. If I remember rightly, she won't even know her own name soon. What should we call her Gel?"

The mare could hear them, hear the description of what was happening. She could remember her name, Muffins, she could remember that both the ponies before her were her best friends and… that was about it. She smiled and nodded up at the big black pony, mouth slightly open, a touch of drool leaking free.

"I think she will take any word we tell her at this stage, you want a name don't you?" Gel spoke the last to the mind-washed mare, getting a blank nod from her. "Okay, well, I think I am going to do the honors this time. Squeaky Clean. Because that is how you are inside."

Squeaky looked up at the stallion. She wasn't sure why, but having her name was the best thing ever and she trotted over and kissed him for it.

Twilight snorted in amusement at the surprised stallion. "I think she likes her new name. Squeaky, do you like pods?"

Squeaky Clean heard her name and turned to the pretty mare. "No Twilight," Gel shook his head, "like this. Squeaky?" The mare's attention was back on the changeling stallion. "You like pods and you are so lucky, you have been a good filly and can spend the night in one." Squeaky broke into the widest smile, she HAD been good, she was told she had so it must be so. She really loved pods, although she wasn't sure what they were but she did love them. Somepony had told her she did and thinking what she liked was hard for Squeaky, she was so lucky there was a nice pair of ponies to do that for her.

"Gel you can't just… oh, well I guess you can. You going to stuff her into the pod?" Twilight looked at her favorite little sleeping compartment.

"No Twilight." Gel had a hoof on Squeaky's mane, giving the mare a petting. "I am going to open it up and tell her she loves being inside the pod." Twilight blushed, this seemed so wrong but then, her friend had told her that this was what she wanted.

"Muffins." Twilight used the name and the brain-washed mare ignored her. "I mean, Squeaky." Hearing her name Squeaky turned and paid complete attention to Twilight. "I want you to stomp your hoof, like this," Twilight demonstrated, "if you ever don't like what is happening."

Squeaky was a little confused by this, if she was told to like something she would like it, it wasn't hard. Doing what other ponies said was simply the easiest and best thing to do. Squeaky nodded to the nice mare, after all, this was a command she could easily follow.

Twilight smiled widely. "Great, now that we have that sorted, let's show you the pod." Twilight led the way out of the sitting room and into the bedroom she and Gel shared. The pod was growing, well rooted in the soil of the balcony garden, it looked a vivid, pulsing green.

"Hold up… somepony is in it!" Gel looked surprised and trotted over. Lifting the cover of the pod as he whispered to the thing with his magic to make it relax its grip, he found Rarity curled up inside, suckling slowly on the tentacle buried deep in her mouth. The unicorn's eyes were closed and she squirmed a little.

Rarity's thoughts were relaxed, her dreams were full of happiness and more, they were more than a little lusty. She had been through all her lovers, not only the positions and styles she had actually been in with them, but whole new ones that her lust-soaked brain had come up with. But they were starting to fade and she realized something was changing. "Rarity?" Her name, spoken by somepony… Twilight!

With a gasp the mare pulled her head free of the goop. Gel commanded the pod to relax and let her out, he reassured the very simple 'mind' of the thing that he had another pony for it to keep safe. "Rarity, what were you doing in there?" Gel got the unicorn free and quickly moved to flow around her. He decided discretion was the better part of friendship and instead of pushing into her, simply made her look bigger, almost alicorn-big.

"Oh… oh my… darlings I didn't… I only wanted to try it… how long…" Rairty was confused, she was now wrapped in something tight and form-fitting, but her legs were still wobbly from the… was she in a changeling pod?

"Rarity, when did you get in there?" Gel spoke with an odd lack of depth to his voice, such was his problem when not using a proper throat to speak.

"I got in when I helped Twilight out. I wanted to see what the fuss was about. It feels like weeks…" Rarity moved her legs, watching how the much larger black ones that seemed to be her's, moved.

"It has been weeks. I went on a mission and was trapped. We only just got back…" Twilight trailed off, realizing that the unicorn had spent more time in her pod than she herself had. "Was it fun?" The words slipped out and Twilight blushed a storm. A nudge in her side reminded her. "Oh, Squeaky."

"That looks like Muffins but… a unicorn? What is that ghastly sock on her horn?" Rarity squirmed a little, then she realized something. It was Twilight's stallion-friend she was inside of. She lifted a hoof and looked down at it. She was tall.

"It is Muffins, that thing on her head is brain-washing her, making her think and do whatever we want her to. Squeaky, this is your pod, you love being in your pod. You can hop in now. Oh, her name is Squeaky now."

Squeaky's eyes lit up. She looked from the pod to the stallion and then back. With a blank-eyed grin Squeaky walked forward and stepped over the edge of the pod, folding her legs and squirming down into the goop. It was so nice, just as she had been told it would be. She loved it.

All three ponies watched as the mind-washed mare settled down into the grip of the pod, opening her mouth to let a tentacle plunge deep down her throat, her eyes bulging when more found her other holes. The pod lid closed as a grinning and happy pony relaxed into her favorite place. Of course it was her favorite, the nice stallion had told her she loved it. So she did.

"Twilight dear, what did I just watch?" Rarity looked to Twilight, moving those big legs and getting herself over to the big bed her two friends shared.

"She wanted it, she put the thing on her own horn… don't ask about that. Anyway, uh… is Gel… what are you doing to my friend?" Twilight's mind turned to the wrapped up Rarity.

"I am being a perfect gentlestallion, Twilight." Gel's voice came from the black body that wrapped around all of Rarity but her neck and head.

"Gel." Twilight got a look in her eyes that Rarity couldn't decipher. She wondered what the mare was about to say. "Please show Rarity all the same respect you would show me, in her place." Rarity blinked at this, wondering what the mare meant. Then the first prod at her overused and oversensitive passage was felt.

"What are… ohhhh." Twilight watched as Rarity's indignant expression melted, her tongue falling from the corner of her mouth.

Gel was surprised at his marefriend and, truth be told, delighted. He pushed into the perfect alabaster body of the unicorn, working into her folds and growing out inside her. It felt a little strange, she was slightly different in places, it was both intriguing and educational. Gel began to work at Rarity's tailhole next, even as he swelled out her womb.

"Don't stop…" Rarity took the last few steps and flopped to the bed, on her side. One of her back legs lifted to make the swelling in her colon feel a little easier, but otherwise she moaned out loudly. "Don't… don't… oh please…"

Twilight felt a power in the mare's seeming surrender to her stallion. "Gel, I think she is a little loud…" Twilight leaned down and, blushing hotly at how very naughty this was, she kissed Rarity.

Rarity's eyes focused and then closed, she kissed back Twilight, one of her best and most naive friends. At least the unicorn had thought she was naive. This side of Twilight surprised the very prim and proper mare. But she loved every second of it. The feel of something soft against her lips made Rarity think it was Twilight's tongue, but she was proven wrong when Twilight pulled back.

Gel rushed himself into the unicorn's mouth, flowing up her head and over it, sealing her ears and eyes away. "My mare commanded this of me and I have not heard you tell me to stop, Rarity. Nod your head, just once, if you want me to keep going." Gel spoke it into the unicorn's ear directly, blocking all other sounds.

Rarity nodded, she nodded as hard as she could. This was wonderful!

"Good mare. Now, we are not going to be a mare tonight. Rarity. We are a stallion. Twilight was a little too in control of things to give me orders to trap you, don't you think?" Gel's words got more nods from the trapped unicorn, her black world one of bliss and delight. "Good, because tonight, Rarity, we are a stallion and Twilight is our mare, do you understand?" As Gel asked, he let Rarity see again, tilting her head so that she looked down under their belly.

Rarity saw what Gel meant by 'we are a stallion'. It was huge, black as midnight and unmistakably a pony shaft. Rarity twitched and tried to move, finding her actions were not restricted. She rolled off the bed and to her hooves.

"Gel, what are you… bind her up!" Twilight was giving off a scent now, the scent of a mare having a lot of fun with what was going on. Gel could smell it and it was sweet. He adjusted the piping in the trapped mare and let her smell it too. The pair advanced on Twilight, getting a squeal of surprise from her when she saw what was between their legs. "What… Gel, you aren't?"

The words Twilight said were not full of fear, but anticipation. The stallion spoke from Rarity's mouth, the voice sounding just like the mare, but with Gel's speech pattern. "No, Twi. I won't be screwing you. Rarity will, she is in full control, aren't you Rarity?" Twilight saw the black head nod, the lips curl into a smile. Something screamed to Twilight that this was wrong, but that voice was about as tiny as it could be, there was a whole lot more voices demanding other things. Gel's however, was the one she listened to. "Twilight Sparkle, turn around and present yourself to Rarity, she wants a closer inspection."

Twilight blushed hotly and she felt her whole body flush. She gave a nod and turned, instinct causing unused muscles to twitch her tail to the side. She didn't look back, she stared at the wall even as the nose brushed her mound. She bit down on the gasp that was threatening to come free. But then the tongue found her and Twilight gasped and her stance widened a little.

Rarity was panting. Gel had let her hear again, as he demanded his marefriend surrender herself to Rarity. It was a heady moment when Twilight Sparkle, Princess of Magic and Friendship, did as she was commanded. Rarity reached her tongue forward again, tasting her best friend's musky arousal, she knew Twilight was ready for nearly anything but something was making Rarity think a moment. Twilight would need to be loose for the size of the shaft she and Gel were sporting and, the mare discovered, she was!

Gel shifted more of himself into the trapped unicorn, thickening his whole self into a shaft so that he could play a little game with Rarity. The mare jumped forward, her chest rising to land on Twilight's back and as the heavy dong pushed forward Gel made sure it found its mark on the first try. "Rarity!" Twilight's voice was half moan half growl, she drove her own hips back against them. And Gel started the special game. As hard as Rarity thrust into Twilight, Gel thrust into her.

Twilight had dreamed of this… well, not with Rarity doing it, but of being screwed by the black changeling prince. She pushed back to meet his thrust, moaning out and crying for more. Her mind was thinking of Gel but she called out Rarity's name just the same. A part of Twilight Sparkle realized it was her friend doing the screwing. That part was in full control and loving it.

Again and again Rarity bucked, her body not used to this exact position, but with the stallion around her bucking into her made sure the unicorn kept going. Twilight's cries and the sound of her name on the lips of the lust-soaked alicorn was a music that urged Rarity onwards. She was sure no stallion had ever lasted this long with her before, but Rarity loved how it felt to be on top of a mare, of grinding her hips forward and hearing the grunts of their breath forced from their lungs, or the whimpers when she pulled back.

Twilight couldn't stop herself from vocalizing. She begged for faster, begged for more, begged Rarity to not stop. And Twilight was not disappointed. Her body built up, taking the huge shaft with ease and training, her body welcoming to Gel in any form he wished to take and, as she heard Rarity give a groan above her, Twilight lost her control and surrendered to the waves of pleasure that the sudden, sharp thrusts extended.

Rarity would have slumped, would have given up when her body started gripping and pulsing around that invading shaft. Her climax stole any hope she had of thrusting anymore.

Gel took over. He kept bucking, that 'training' that the naughty mare had used on his brain-washed self was used, he knew exactly what it felt like now, he would have to find where Celestia had stuffed that naughty unicorn and thank her.

Bucking hard, a few last times, Gel collapsed, letting Rarity have control of them fully again. Twilight's limbs buckled under her and the three fell to the floor.

"Gel… Twilgiht…" Rarity's voice was hoarse, she was panting hard and could barely string words together. But that was understandable, she had just had the best time of her life. "If… if you don't invite me back… I will have to invite you…"

Twilight felt Gel squeeze the unicorn, she would have added her own sentiment but her voice was not really working, every time she tried to form a word she just moaned.

"I will have to ask Twilight… when she can think again." Gel twitched himself inside Rarity, liking the little sound she made when he did, doing it again to see if she would continue to make that sound.

She did.

Author's Note

Well hot dang, Rarity, aren't you being a little bit of a switch here? What's a matter? Changeling got your tongue?

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