Twilight tilted her head back, moaning as the feel of a tongue roving around her mound drove her to glorious heights. She pushed back into Cadance's snout, being rewarded with even more licks. The pair traded places, Twilight finding an odd pulling at her toward the other alicorn, pleasure seemed to increase the pull.

"You are using your power on me." Twilight mused, sprawled on the big bed the pair had spent the better part of the day on.

"You don't complain, nopony complains." Cadance looked across the room at the small group of stallions and mares, under her command to await her call. "You, Rainbow Dash. Come and continue licking me." She sent love into her words, watched the aqua mare's eyes light up with adoration. Cadance reclined and felt as one of Twilight's friends started to service her needs. "See? With lust you can lead anypony to what you desire."

Twilight looked over, smiling at her friend's devotion. "But you can achieve the same ends with raw magic. Flutter, come here." Twilight looked to the yellow mare. She didn't use love-magic to ensorcell the pegasus. Her power reached in, mimicking the same tricks she had seen the parasprites use on Muffins. Fluttershy trotted over, her face blank. "Worship my folds, grace them with your attentions until you die or I tell you otherwise."

Fluttershy smiled vacantly. She wasn't sure why she was doing this, well, except Twilight had told her. Everything Twilight had told her seemed like the best thing to do, always. She lowered her head between the magenta thighs and started kissing, licking and slurping on the folds there. The sound of Twilight's sighs of pleasure were music to her, applause, it was a confirmation that her new life's purpose was right.

"I grant you, your method is effective." Cadance looked from Fluttershy to Rainbow Dash, watching as the athletic mare worked diligently to not only lap at her aroused petals, but clean up any messes as she went.

Rainbow Dash was in love. It wasn't like the slight thing she and Applejack had going. This was heart-swelling, world-shattering… she couldn't think of more epic words, she wasn't that kind of mare and she was sure Cadance, her beloved, didn't want that kind of mare. She had called Rainbow Dash and that was all she needed. Experience with mares had taught her some tricks and, soon enough, she had the alicorn panting hard. The sounds she 'played' from Cadance were all she needed to hear to make her life complete. She loved being in love.

"What? Sombra is dead? So we won already?" Shining Armor was elated, his heart soared as it hadn't for nearly a fortnight.

"No, that is the odd thing. Ponies are still being forced to wear the masks when they arrive, somepony is still brainwashing them and giving orders." Muffins looked like just a plain, ordinary crystal pony, albeit a pregnant one. Gel had to work the excess mass somewhere and, having forced himself to gain more mass there was the better part of a princess to hide somewhere.

"So who is it? We need more information." Shining turned from Muffins, stalking back to his tent where, for a few weeks, the stallion had sulked.

Muffins held up the mask she had been forced to wear. It still puffed out that nasty gas every now and again. "What about if we actually go all the way in. Rarity, you up for that?" Gel was at a loss for other ideas and broached the topic. Rarity, wearing her heavy belly with much aplomb, trotted over.

"That would be awfully dangerous, darling." Rarity didn't look like danger was really a thing to be avoided so much anymore, more that she was stating it. Gel had to admire her, again and again their camp would get raided by mind-controlled ponies, and again she stepped up beside Muffins, letting Gel take the physical side of things while she took the magic. Muffins had reluctantly given up her wings to join Rarity with magic. It took her some training to get used to her loss of flight but with practice and Gel's guiding her, she was becoming a whole new kind of weapon.

"Then we do that." Muffins nodded and leaned over, giving Rarity a tender kiss on the lips. Rarity smiled into the kiss and closed her eyes. It had been easy to get closer to Muffins, the mare was smart, ruthless and above all, nice.

"Tonight?" Gel asked the pair, giving both a gentle rub inside. He felt each tremble and look not at him, since he wasn't there to face, but they looked at each other. He stroked again. "Maybe in the morning."

Gel pulled some of his mass from their bellies, using inflation to take up the slack. "Now my two pregnant fillies, what is on the course for the evening? I am a hungry stallion."

"Mount me." Muffins was most sure with her words, she even dropped her forelegs down on the ground and lifted her Gel-clad rump up and waved it before Rarity.

This seemed to catch the suddenly dominant mare's attention and she stepped over and leaned her nose down, finding the thinly covered mound and licking and nibbling. Rarity had grown quite attached to having Gel extend herself. "I think, darling, that I will." Rarity gave the mare's Gel-covered entrance a nip and lifted herself up. As Rarity started to push forward, she felt Gel intrude into her rear, spreading her passage out there in time with the first thrust forward.

Muffins closed her eyes. "Cover me Gel, please." The gray-pelted mare closed her eyes as her head was sealed up to her wishes, feeling the small holes form for her to breathe through. She tried to yell, just to test it. Not a single puff of air passed her vocal cords.

Rarity shoved forward and sank in, her rear forced to accept a huge pony-shaft. Her instinct had been turned all kinds of upside down. Rarity didn't push back into the penetration, instead she bucked forward, like a true stallion.

Her body stroked Gel's shaft in and out of Muffins, stuffing the mare's body, already swollen, with more of him. She grunted and gave little huffs, the marathon that was her race against her climax her complete focus now. Each thrust drove her closer, but also Muffins. Rarity had to admit, if this was how life was going to be from now on, a mare like her could probably deal with it.

Muffins was trapped, completely. Her legs were locked in place, Gel wouldn't let her try and crawl away. Her head was sealed up, she couldn't yell for help. But the single thing that did the most to keep her in place was that huge pony-staff driving into her. There was just something about the knowledge that another mare's urges were so subverted that this now felt normal, right, that tipped her over the edge.

Rarity felt the clamping of Muffins' body around 'her' shaft as a swelling in the shape inside her. Gel made sure that she was able to be as dominant as possible but still be a slave to these new feelings. Her own climax washed away any hope she might have had to continue and, with motions learned by both practice and desire, she bucked hard in, driving the hefty shape firmly into the mailmare.

Panting and grinning like… well, like a stallion who had just claimed a mare, Rarity felt something a little odd. "You okay Gel?"

"Think I… think I might have accidentally linked you both up. Uh, gimme a sec and I will get this… oh, like that…" Rarity felt movement again and pulled free of Muffins, looking down at her form, her gaping hole winking up. Satisfaction flushed her and she leaned down and folded her legs, curling up beside Muffins. "Still getting the hang of this."

Muffins was too gone to even hear the words, but Rarity did. "That is good for you dear. Now wait until I am asleep before starting back up." Gel sent a shiver of rippling hug to Rarity, getting a happy little murmur from the mare before she closed her eyes and slept beside her conquest.

Rarity hated the mask, but it was needed. A pony wearing one wasn't questioned, wasn't subject to inspections. She looked sideways at the other unicorn. Muffins had a mask on too and both of them were avoiding the poisoned air they leaked.

They walked slowly, like the other ponies they had each seen who wore them, making their way to the castle. They were making good time when they heard a kerfuffle behind them. It was hard not to bring their hooves up to their foreheads. Shining Armor was battling his way through, demanding to see Cadance with every second breath he took. A crackle of power was felt and, suddenly, Twilight and Cadance were both right in front of the stallion.

"Twi? Cadie?" Shining stopped fighting, his sister and his beloved wife were okay. His heart soared. "Cadie, what's wrong?"

Cadance smiled and lifted her snout. "Husband. About time you came home. I swear, if Twilight hadn't brought her friends a mare might go crazy cooped up." Without warning Cadance turned, her back-end aimed toward Shining. "Come on, you have one use and one use only, if you aren't going to service me then I will consider our marriage null and void."

"Cadie!" Even Rarity was a little sick of the stallion's whine. "What is wrong, why are you acting… like this?" Twilight, moving around beside Shining Armor, surprised him by reaching her snout down under him. "Twilight, what are you doing?"

"He isn't a gelding. Would you like my help, sister?" Twilight ignored Shining and directed her question to Cadance.

"Might as well, he seems a whole lot less interested in screwing." Cadance sounded upset.

Shining was really confused, the mare he loved was acting so strange it wasn't funny and, worse, his little sister was… well, she was acting like a mare shouldn't. Neither seemed inclined to actually reply to him. Then Shining felt a touch, of magic. It was gentle, soft as silk. It rested against his head and, as his eyes widened, started to sink inwards. It banished his desire to help his country. It banished his need to help his sister. It even banished his thoughts of his wife.

"Aww, he is a big cuddly, brainless colt now. Your name is now Fuckteddy." Twilight spoke the words to Fuckteddy, his mind accepting the new name. Something, though, there was a voice calling.

"Shining… Fuckteddy, put up your shield!" The stallion looked around and spotted a pony who had a mask held in their forehoof. She seemed nice and he thought he could remember her, so he put his shield up.

"I was just about to seal that up. Who said that?" Twilight turned, her horn lighting and cutting a flat beam of destruction in the direction she heard the voice.

Shining Armor felt his mind return in a rush, he strengthened his shield. Spread out over a city, he could keep a moderate army at bay. With this small an area even Celestia couldn't break it. "Twilight, what are you doing?" He clopped his hoof against the ground angrily.

Outside, Twilight looked to Cadance and shrugged. "Does he always forget that his shield blocks sound?" Cadance face-hoofed herself and nodded. "When did my brother get so stupid? Ugh he was so much better being a blank-mind. Why don't you use your trick on him?"

Cadance stepped up and tapped on the shield, the gesticulating unicorn within still unable to be heard. "Because this blocks everything, even my magic."

"Twilight, Cadance." Rarity had finally grown tired of this game and walked over to the two oddly acting mares. "So tell me darlings, what is going on here?"

"Rarity!" Twilight bounced over to the unicorn and walked around her. She seemed bigger than before, in more way than one. "Is Gel with you?" Rarity's head was made to nod. "Oh Gel, I am so glad you are okay. I was afraid Master had hurt you." Twilight wrapped her forelegs around the white unicorn, hugging her tightly. Rarity reached up and hugged back.

"Now tell me, friend to friend. What in Celestia's name is going on?" Rarity felt relaxed. Her friend might be acting odd but she was still her friend.

"Well, Sombra took over, and was doing a moderately good job of it." Twilight was happy to explain, her other friends might be mindless little toys to her and Cadance, but Rarity and Gel were special. "But he said some not nice things. I stabbed him."

"Clean through the throat, he gargled a moment and died." Cadance walked over to her sister and her friend. "Who is this Twilight, a pony worth caring about?"

Twilight nodded. "Sure is, Cadance, meet Gel and Rarity. Rarity, Gel, meet my bestest sister!"

"Gel? Where is this Gel?" Cadance looked around before noticing Rarity's color bleed to black and a mask of darkness flow up and over her face.

Rarity relaxed in Gel's grip. "I am Gel." The unicorn heard her own voice tell the pair of alicorns. "Twilight, why are you doing this to ponies?" Gel gestured with their hoof, Rarity feeling it point around at the almost zombie-like citizens.

"Oh, because it's fun to be empress." Twilight gave her best grin. "And because I like being able to fuck anypony I see… and I like… oh, I like having you back though!"

Something was off to Rarity, something was disturbingly wrong with Twilight and, probably with Cadance.

"Oh, this is your special somepony? Can I fuck him?" Cadance had turned to Twilight, clearly intent on ignoring Gel and Rarity.

"Cadie…" Shining Armor had finally remembered that his shield would make him inaudible. "Cadie something is wrong here, we can fix it together…"

Cadance turned on the stallion and reached out with her power, wrapping it tight about him. "You love me, you adore me, you worship me."

"I already do." The words from the stallion nearly bowled Cadance over. Cadance looked into Shining Armor's eyes and something seemed to be wrong, really wrong. But it wasn't in him, it was in her.

"What, how did… oh let me fix this." Twilight turned and her magic reached out, she felt Shining's mind, reached for it with those tender little tendrils of magic. "Here we go BBBFF, I will make you sister's mindless little toy… oh, and then I will use you until you can't walk straight."

"Twilight Sparkle, what did I tell you about talking?" Gel had felt Rarity struggle and squirm inside him, he had drawn back and let her have her head. "So help me little filly, I will switch you so much!"

The startling exclamation from Rarity stopped Twilight dead in her tracks. She looked at the alabaster mare, or at least the head of her. She tried to open her mouth, to refute her control but although her lips parted she just couldn't speak.

"Bring me a switch, Twilight Sparkle, bring me one right, this, minute." Rairty's voice crackled, Gel almost trembled with how the mare just demanded to be obeyed.

"I think I am in love… when did you get so… so…" Gel fished for words and failed to find any. Rarity didn't reply with her voice, instead she squeezed down on Gel, making the changeling tremble in delight. She felt so much in control that he had to wonder if she was wearing him.

Rarity turned her attention back to events, only noticing Twilight trotting back, her head lowered, a long cane in her mouth. "Ah, good filly." Rarity plucked it free and stepped over to a nearby decorative bench. She sat herself and Gel down and patted at her lap. "Twilight, here now."

Twilight looked terrified and sullen, but one hoof moved, then another, then another. She walked all the way over to Rarity.

"On my lap now." Rarity's voice held a tone of solid steel in it, Twilight, not a single moral bone in her body, trembled and slowly climbed up and lay across the unicorn's lap. "Good filly."

Twilight trembled. The words, soft and gentle, sang to another part of her mind than what had been in control lately. Then the switch came down across her flank. "Ow!" Twilight bawled with the first strike, dragging the exclamation out.

"You do not enslave ponies." Rarity brought the switch down again. "You do not slut yourself to every pony you mind-control." It came down a third time. "You will apologize to every single pony you have enslaved."

"Yes Rarity!" Twilight's cry of not just submission but also complete and utter humiliation and capitulation sang to Rarity, it bolstered her in a way she had never felt before.

"Twilight, do you think you can do this without help?" Rarity held the cane above the glowing pony plot. Twilight's tail was pinned up in the air and she just knew she was going to get another switching.

"Mmmm, Rarity… please… I need help…" The words from the broken alicorn were enough to wrap velvet around the dominant unicorn mare's steel. The cane came back down, slowly, resting against Twilight's rump. It got a soft mewl from her lips.

"Good filly, you do need help and you are so lucky, Rarity is here to give it to you, darling."

Author's Note

Some fanart (commissioned by a fan) for this chapter could be found on derpibooru under the following numbers:

1395766
1395772

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What, again? Now I have to add spanking to the list of kinks? Damn you Rarity...

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