Two ponies walked through the centre of Ponyville, a murmuring of shocked voices trailing behind them like the tail of a comet.

Ponies turned to each other and asked in low voices whether they had really seen what they thought they'd seen. A few braver souls approached halfway to the pair, trying to find the words to ask questions, but somehow, the sheer force of self-possession radiating outwards left them standing dumbly in their wake.

Applejack grinned to herself. She'd never felt so sure of herself, so absolutely certain that she was the hottest thing anypony in Ponyville had ever seen. For every two ponies that gasped and turned away, or shied back, there was one leaning towards her, transfixed by her barely-concealed body. Heck, she was having fun.

She wasn't wearing anything special - just her same old brown boots, blue jeans, green shirt and her beloved hat. No, the thing that was making the ponies flush red and stare longingly after her were the massive, gently swaying mounds of her perfect tits, straining her half-buttoned shirt to bursting. The v-split of her neckline was low enough to hint at the darker edges of her areola, slipping in and out of sight as her mammoth chest swayed with each step, and the enhanced curves of her full, round ass filled her jeans to the point she could almost hear her belt creaking under the strain. She was magnificent, a sex Goddess, an eager, willing slut for the power that had overwhelmed her mind and recreated her body, and it was right that everypony that looked at her should gaze with lust and need.

Of course, one or two of those glances might be going to her first conquest, too.

Rainbow walked proudly at Applejack's heel, grinning smugly at every pony they walked past. A small red collar - Winona's - was buckled tightly around her neck, and a long chain leash led down to Applejack's callused hand. She was so proud of being taken on a walk by her owner, paraded before the whole of Ponyville. They could stare, but she was the first slave Applejack had taken, the one her Goddess had wanted so badly that she'd brainwashed her into being her very first adoring fucktoy. Celestia's tits, it made her so horny just looking at Applejack's round ass, feeling how wet her own cunt was, knowing she was completely ready to do anything she was told.

"Alright, Rainbow. Ah've made up mah mind."

Moving closer as Applejack reeled in her leash, hand over hand, Rainbow pressed up against her side, heedless of the blatant stares. "Oh yeah? Where are we going first?"

"Figure we'll start out at Rarity's place. Ah reckon she'll make a real stylish slut, and she can make a few nice outfits for mah mind-fucked sex toys. Got a real juicy rack on her, too, don't you think?"

Rainbow immediately nodded her agreement. Applejack wanted Rarity, so Rarity should be her slave. Had to be. It was hot for Rarity to be Applejack's slave, it made her pussy tingle just thinking about seeing that mare down on all fours, begging to suck her Goddess's huge, perfect tits. Rainbow knew for a fact that Applejack's control of her mind was making her believe all of that, and it only turned her on more. "Fuck, yeah. I'll help you screw her brains out, and make her kiss your ass."

"Darn straight you will." Applejack tickled Rainbow under the chin like a pet, then strolled on, tugging lightly on the leash to beckon her slave after her. Her heart was singing, the sun was shining, and she just couldn't wait to watch Rarity's eyes glaze over as her thoughts melted into warm, soft obedience.

It was the work of moments to find their way to the Carousel Boutique. Applejack mounted the steps, pushing open the unlocked door with a musical chime from the bell above, and stepped inside. Scanning the fitting room leisurely as Rainbow followed her in, she found the place empty. Not a darn pony in sight.

"Got to be in here somewhere," she remarked conversationally to Rainbow. "She wouldn't leave her shop unlocked. Unless she's jest stepped out for a bit, Ah suppose. How am Ah supposed to empty out her cute little head if Ah can't find her?"

"I can look for her. She's bound to be around here somewhere," Rainbow offered at once.

Applejack chuckled, ruffling Rainbow's short mane. "Ah know. Makes you proper horny thinking about me hypnotising and fucking our friends, don't it. Just like Ah caught you and turned you into mah obedient little cunt licker."

"I was into mares before you fucked my mind, y'know. But yeah, it really does. Sure I can't play with myself when you walk me through town?"

"Now, Rainbow. We got to find a balance here, between letting everypony see mah glorious tits, like they should, and starting a riot. Don't want to tip off Twilight too quick either." Applejack glanced up at the ceiling, cocking her head. "Y'hear that? Reckon that was footsteps. Somepony's upstairs. Ah'm sure she'll be down in a minute."

The door chimed again. Applejack turned.

A slim white mare stepped into the boutique, swishing her pale blue tail behind her. She wore a little purple tank top, and blue shorts, her crossed brushes cutie-mark visible over the low waistband. The pony was vaguely familiar; she'd talked to Applejack before. The door had barely swung closed behind her when she stopped abruptly, eyes widening.

"A-Applejack?" the mare stammered, staring at her, her gaze flicking between the leash and the straining slopes of the farmpony's chest. "What happened to you?"

Applejack grinned widely. Without looking around, she reached back and unhooked Rainbow's leash, looping the chain through one of her own belt straps, then strolled towards the white pony. "Why, whatevah could you be referring to, sugarcube? Something about me caught your eye? Go on'n keep looking, why don't you." Arching her back, she thrust out her chest, bringing the edges of her nipples into view.

The other mare followed the movement with unwilling fascination, her face slowly reddening into a pink-purple. "Your - your - you're not - you don't look the way I remember," she replied weakly.

"Oh, Ah know. Ah'm so much bigger. Better." Applejack slowly prowled towards her, lazily shifting her shoulders to rock her heavy chest. The cloth was clinging on so tenuously, all it would take was one hard shake to let her spill out completely. "Ah've got business with Rarity, see. Ah need to talk to her. So why don't you tell me why you're here."

"I - I - I'm here for - I have an appointment! I have an appointment, for a dress fitting..." the transfixed mare murmured.

"Nope. Yah don't," Applejack replied easily. Slowing as she covered the last couple of steps, Applejack let her massive tits softly come to rest pressed up against the other mare. Hard nipples thrust against the scant concealment of her checked shirt. Her voice pleasant and companionable, she added, "See, Ah am here to have a real personal, intimate conversation with her. So what you'll do is, you'll head on out there, and come back tomorrow. Ah'm sure you'll find her real happy to see you."

"Y-yes, okay... I'll come back tomorrow," she mumbled, unable to take her eyes off Applejack.

"That's right, you will." Pressing closer, pushing her sex-dream body against the other mare, Applejack parted her soft, full lips, and purred, "So why don't you get on out of here, sugar? Ah'll make time for you later. Ah promise."

"I - okay!" she squeaked. It was hard to tell whether Applejack's words invoked delight or dread, but either way, they were enough to snap her from her fascinated trance. Backing away from the busty farmgirl, she bumped into the door with a little start. Blushing crimson, she tugged the door open and slipped through it, escaping into the sunlight without a backward glance.

Rainbow gave Applejack a sideways look. "You let her go? Surprised you didn't take her over. What, she not hot enough for you?"

"Now, Rainbow, you hold onto your hat, there." Applejack flipped the little sign on the door to 'Closed' and slid the bolt across. "Reckon Ah could get most ponies in Ponyville if Ah stood up on stage and let them get a real good eyeful, but Ah wouldn't get everypony, and then there'd be trouble. That's not what Ah'm about, either. Ah want our friends." Dominate. Hypnotise. Enslave. "Ah want them bad, Rainbow. Ah want them on the floor, horny, naked, on their knees before mah body. Then maybe we'll see about others."

"See what, darling?" Rarity's distant voice floated down the stairs, her tone distracted. "Is there anypony with you? I have an appointment arriving about now for a fitting."

Applejack grinned. Her body tingled with anticipation, her breath quickening, and she noted with deep satisfaction the way Rainbow couldn't seem to take her eyes off her straining shirt. "Rainbow's down here, but that's all. There was this mare popped by, white, crossed brushes? Said she'd have to come by tomorrow instead." It was so easy to lie. Lying was a magic all by itself, it made ponies think the things you wanted them to think, and do the things you wanted them to do...

"Oh, really. She might have said sooner. I've been in a terrible rush, finishing her dress for this appointment." Footsteps sounded on the stairs.

"Well, sugar, Ah reckon Ah've got some business to put your way. Seems Ah need measuring and fitting up for some new clothes." Applejack crossed her wrists in front of her, straightening her back to show herself off to her very best advantage. Her dark orange areola peeked over the edge of her shirt, her freckled cleavage fit to be lost in. With a jerk of her head, she motioned Rainbow over to one side of the shop, to watch the show.

"Well, I do have your measurements on file, dear..."

"Ah'd check again if Ah were you."

Rarity stepped out from the bottom of the stairs. "Really, Applejack, my record keeping is quite meticulous..." Her eyes widened, one hand hovering in the air half-way through a gesture as she froze in surprise. "Muh. Muh- my - my goodness, Applejack, your chest..." she trailed off, her blue eyes huge and round.

Applejack couldn't entirely contain a little groan of pleasure at the stunned look on Rarity's face. Rarity, her friend, was staring at her perfect, massive tits. That was right. She had to dominate Rarity. Fuck her. Break her mind. Convert her. The orders sang in her mind, thrummed in her body in notes of hot arousal. There was nothing hotter than taming her friends.

Her nipples jutted stiffly, rubbing pleasurably against the cloth of her shirt as she stepped forward. "Don't Ah look real fine, sugarcube?" She'd almost called Rarity sugartits. Well, in a moment, Rarity wouldn't mind that at all. "Ah'm just delicious."

"But - what happened?" Rarity demanded incredulously.

Applejack grinned broadly at her. "Twilight did it." The enormity of the lie almost made her giggle aloud, but that wouldn't help her fuck Rarity. "See, Ah always wanted to look this way. Deep down. Wouldn't tell anypony that kind of thing, that Ah wanted to be a really curvy mare. She figured it out. Fixed me up with a whole new body. Some folk have been judging me today, and that makes me real sad, but Ah know you would never do that, Rarity." Her green eyes smouldered, full, soft lips parting slowly. Her tongue flickered over them. "Want a look?"

Rarity's expression flickered between shock and appalled bewilderment, before finally settling on a glassily bright smile. "I'm really happy for you, Applejack. I - I wouldn't have expected this of you, but if that is what you wanted - I'm sure that Twilight knows what she's doing - and so do you, of course! You - yes, you look very, very, ah - imposing."

"Yah didn't answer," sang out Applejack, lifting one hand to stroke down the great curve of her freckled cleavage with the backs of her fingers. "Guess Ah'll jest be a little forward, then." Standing directly before the pale mare, she bent forward slightly, then straightened up abruptly, pulling back her shoulders. The struggling fabric gave up the fight, and her mammoth tits fell free of her barely-buttoned shirt, bouncing slowly. Off to one side of the room, Rainbow was watching avidly, barely restrained from playing with herself by Applejack's order.

Rarity's pupils widened at the casual toplessness, before she carefully reassembled her customary professional calm over the top of her turbulent emotions. With a glance at Rainbow, then at the door, she protested weakly, "Applejack, darling, are you happy being in a state of undress in front of Rainbow? Anypony could walk in, you know."

"Heck, Ah'm more than happy for anypony to see me. Ah'm real proud of all this. But Ah reckon Ah'll need some new clothes, don't yah think?" She gave Rarity a winsome look.

Mentally shaking herself, Rarity nodded. "You'll need new bras, particularly the size that you are now, darling, and you'll need a few new shirts as well."

"Then why don't you get out your tape... and measure me," Applejack invited huskily, in a tone that made the words hot and intimate.

Rarity reddened, standing still for a moment before she managed, "I really would be much happier to measure you upstairs, dear. If you don't mind."

"Sure thing," Applejack agreed easily. "C'mon, Rainbow."

"I meant - Applejack, are you and she - well. Fine. This way." Rarity turned and disappeared up the stairs, a little faster than she had to.

Pausing at the foot of the stairs, Applejack tickled Rainbow under the chin and murmured, "Jest you be listening close to every word Ah say, alright?"

"Anything you want. I was doing that anyway," Rainbow replied, leaning into Applejack's hand and letting her eyes flutter half-closed under the caress, before following her Mistress up the stairs. Stepping to the side as the two entered the fitting room, she leant against the wall, watching with hot anticipation that made her hands clench in an effort not to touch herself.

Applejack strolled into the centre of the room, undoing the remaining buttons of her shirt. Shrugging out of it, she balled it up and tossed it at a chair. Firm muscles moved smoothly beneath her orange skin, the signs of a hard-working, outdoor life unmistakable in her broad shoulders. She could feel the eager, worshipful gaze of Rainbow behind her, but that was less important right now than Rarity, who was fussing at her worktable rather than look around.

"If you're looking for the tape measure, it's over there," Applejack supplied helpfully.

"Er - yes. So it is." Picking up the tape in both hands, Rarity approached Applejack slowly, trying to keep her eyes on the farmpony's face. "I'll just take your measurements, then. Please hold still, and put your arms over your head."

"Sure thing, sugarcube," purred Applejack. Lifting her arms, she crossed her wrists behind her head, arching her back. Deep inside herself, she curled around the slumbering warmth that had been given to her with her new body, and let it rise up inside her. It felt like sinking into a hot bath, her body warm and buoyant. "You take all the time you need."

Rarity lowered her eyes to Applejack's mountainous breasts, and carefully pinned the tape against the skin with one finger. The free end of the tape gathered a pale blue glow, levitating out of Rarity's hand to coil around Applejack's back, crossing both firm nipples, before coming to rest against the start of the tape. Noting the result, and determinedly ignoring the little gasp of appreciation from the mare under her hands, Rarity shifted her fingers down to pin the tape beneath the swell of Applejack's chest, and magically manipulated the tape into place a second time. As briskly as possible, she said with manufactured brightness, "That should do. You can dress now."

Applejack grinned widely at her, and slowly stepped forward. As Rarity stepped back automatically, the half-naked mare murmured, "Why don't you do those measurements again. Y'know. To make sure you got it exactly right. Wouldn't want these gorgeous boobs of mine to feel all caged. Ah like letting them move."

Face growing red, Rarity shook her head twice, her hair flicking with the motion. "Actually, Applejack - I really think I have all the measurements I need. So, please, I think it's time you dressed."

Raising a sandy eyebrow, Applejack shook her head. "Y'really don't have a single little bit of you that's into mares, do yah? Would've made this so much easier. Don't you worry, though. Ah can fix that."

Rarity licked dry lips, taking another slow step backwards. Slow, dawning realisation kindled in her eyes, and her body tensed. "No. There's something wrong with you... You, you... lied to me, didn't you?"

Applejack smiled, her same old easy smile. "Naw. Ah mean - yeah, Ah lied to you, but there's nothing wrong with me. Ah feel wonderful." She turned her head slightly, catching Rainbow's eye, and nodded towards Rarity. "Grab her."

Rarity twisted around, her mouth opening in shock as she belatedly remembered Rainbow's presence, and that was all she had time to do. The wiry pegasus kicked off the wall and soared across the room in a cross between a pin-point flight and a tackle, catching Rarity around the waist. Moving with the balletic grace of an expert athlete, she swung around the pony in her arms and dropped to the ground behind her, pulling her arms back and locking them firmly.

"Oh," groaned Rainbow huskily in Rarity's ear, "Oh yeah, oh fuck, she's gonna do you, now."

"Rainbow?!" Rarity struggled to pull her arms free, jerking from side to side, her breathing rapidly accelerating into a ragged pant that made her breasts rise and fall heavily against the neckline of her dress. "What are you doing? Let me go! Can't you see something's wrong with her?"

"Uh huh," gasped Rainbow breathily. "Sure is. Some kind of weird pervert spell's gotten to her, and now she's gonna fuck all of us."

Rarity actually stopped struggling for a moment in sheer shock, twisting her head towards Rainbow. "You have to help me stop her! Rainbow, please!"

Rainbow's grip tightened in response, grinding herself against Rarity's back as she pulled harder on her arms. "You think I didn't fight her? But she pinned me down, and she fucked my mind, and you have no idea how hot it is to be totally under her control. Celestia's tits, I just want to crawl in front of her and bury my tongue in her cunt. Just like you do."

"I don't!"

Strong, calloused hands seized her thighs through her dress, and Rarity's wide-eyed gaze met Applejack's intense green eyes. "Yeah, but you're gonna, soon."

Bending down, Applejack pulled the leash from her belt and looped the handle around Rarity's ankles, pulling the chain taut and clipping it to itself. Rarity began to struggle, realising she'd missed her chance to kick out, but between the chain hobbling her ankles together and the confining fabric of her dress, she couldn't get any leverage.

Straightening, Applejack caught the struggling pony's chin in one hand, and held her still. "Sugarcube, Ah don't want to scare you. You're one of mah closest friends. Ah wanted to do this the nice way, all smooth and easy, and you wouldn't even notice that you'd been staring at mah tits, and feeling all hazy because, y'see, Ah've got this power that's in mah body like a warmth, a deep warmth right the way down in mah chest, that Ah can just let rise up any old time Ah feel like. Just look at me. Aren't yah fascinated by what you see here, how mah body's changed? Darn, Rarity, how can you ignore this? You need to know what's changed so you can understand it, don't you?"

Applejack's free hand moved under one breast, gently lifting it. Her wide, dark orange nipple jutted out stiffly, betraying the heated arousal simmering within her. "Ah'm beautiful. Wasn't lying about that. Just look at me. Ah'm so darn pretty, now. Mah body is perfect. Can't you agree that much?"

Rarity's struggles slowly tapered as Applejack kept talking, her blue eyes widening slightly, involuntarily, as she found her eyes drawn to the altered mare in front of her, and her magnificent body. Her lips moved slightly at Applejack's question, before she abruptly shook her head vigorously to clear it. Her breathing accelerated again, panting, as her eyes flicked to one side, and her horn glowed blue.

All across the fitting room, bundles of cloth glittered with magic as they floated into the air, unfolding into long streamers that swirled around Applejack. Cloth coiled around her muscled arms, tugging at her legs and haphazardly half-covering her bare breasts as it tried to tug her backwards. Applejack's green eyes closed, and she released a deep, longing groan. "Oh, heck yeah. Ah love being tied up. Ah can feel your magic squeezing mah big, round tits, and it feels so good..."

A brilliant crimson coloured Rarity's cheeks, and she hesitated, the tangle of cloth loosening. "I - I wasn't doing that for - stop it!"

Seizing a handful of cloth, Applejack pulled a swathe of it off her body and tossed it aside. "Now, now. That's enough struggling." Stepping forward, she planted both hands on Rarity's shoulders and pushed down firmly, driving the dishevelled fashionista to her knees. Rainbow descended with her, keeping Rarity's arms locked behind her back, shuddering with the excitement of helping Applejack convert her friend.

Seizing a handful of Rarity's delicately curled mane and prompting a yelp of surprise from her, Applejack pulled her head back to tilt her horn up, and thrust the struggling pony's face into her gargantuan cleavage. Her orange skin glistened with sweat, her breasts rising and falling rapidly with exertion and excitement. Her hand rubbed up and down the back of Rarity's head soothingly as she kept her pinned there.

"That's better, ain't it? Ah smell good. Real good. It feels so damn good to have your face buried between mah big, heavy tits, you've never felt the like. You can't help that. It's mah power, it's in your head, you can't help but get turned on. Ah know for a fact that your nipples are getting nice and stiff and tingly, just aching for a nice hot tongue or some nimble fingers. Ah know the longer you breathe in mah body, nuzzle your cheek against mah smooth, perfect skin, the wetter you're getting. Not your fault. Can't fight it. You're getting horny. You're losing, and you're getting horny, and the hornier you get, the more you've lost."

A muffled whine escaped Rarity, trying to shake her head without success. Applejack pulled her head back and let her suck in a breath, stroking the mare's flushed cheek with her free hand. "Better speak up if Ah'm going to hear yah."

Flushed, her mane in disarray from Applejack's rough stroking, Rarity panted, "I - I'm not! I'm not aroused at all!" Her delicate dress gave the lie to her words, her nipples jutting through the thin cloth. Her hips jerked slightly as she repressed the urge to grind her thighs together.

"Aw, come on now. You're gonna lie to the Element of Honesty?" Applejack grinned as she chided her gently. Beginning to sway from side to side, she murmured pleasurably as her breasts shifted and swayed, her rigid nipples brushing and stroking Rarity's tightly closed lips. "Tell you what. You just watch me for a minute or two, and if you don't feel anything for me, Ah'll let you wander right on out of here."

"You're lying, again! Of course I wouldn't believe that!" Rarity protested in frustration. She glanced up at Applejack, but could only hold her gaze for a moment before she found herself drawn back to staring at those massive, firmly out-thrust mounds rocking slowly side to side before her.

"Yeah, Ah am," Applejack agreed mildly. She bent forward a little further, thrusting out her broad, full ass against the clinging confines of the denim. Her full lips stayed half-parted as she breathed heavily, a hungry glitter in her green eyes. Her accented voice came deceptively softly. "Thing is, there's always been something between us, you know that. You'n I, at the far ends of Ponyville, me out in the fields, you in your boutique. Heck, we could barely stand each other sometimes, and then, didn't you just feel that urge to grab on tight and kiss and make up? Ah've checked your ass out more than once, that's for sure. Those big white tits, too. Don't you wear necklines a little lower when you know Ah'll be coming round? You even noticed that you do that?"

Rarity's shaped eyebrows drew together in a look of bewilderment, and she suddenly seemed uncertain. Without looking up at Applejack's face, she murmured with less confidence, "...no, I hadn't noticed. I mean, I - don't do that. You're wrong, I never - we never..."

"Ssh. Ah know. Never looked that way at another mare my whole life. But it made you think, right? Made you wonder what it'd be like to be naked with me. For real. Rubbing and grinding against each other, touching, licking, finding out if Ah taste of apples... it'll feel so darn good, Rarity. You know you're losing, right? You can't look away from mah perfect tits, swaying. Back and forth, back and forth, carrying you with them, eyes moving with my body. You can't think straight." She grinned broadly, breathing, "Ah'm in your head, Rarity. You love mah tits. So gorgeous and full. You want to feel me. You want to stroke them. You want to feel their weight in your hands. You want to fuck me."

Rarity's lips were parted now, a sheen of perspiration marking her delicately porcelain skin. Thickly, she breathed, "No, that's not true, we're just friends..."

Convert your friends. A shudder of desire rippled through Applejack. Aloud, she countered smoothly, "Lovers. You want this, Rarity. The more you kneel in front of me, breathing in mah scent, watching mah body, the more this is just the right place for you to be. Ah'll make it real easy for you. Your mouth's open, and Ah'm right here. You don't even have to move. You can't move. You're just going to kneel there, and taste mah perfect nipples. You need to know what they taste like, so bad. It won't hurt anything. Just keep your mouth open. That's mah girl."

Shivering, eyes wide, Rarity went still, no longer straining against Rainbow. Her parted lips trembled, but her mouth remained open. After a moment, Applejack nodded her satisfaction, and gently guided one firm, jutting nipple between Rarity's lips. Her mouth was hot and damp, the mare's lips soft against Applejack's tender skin.

Pleasure. The farmpony's eyes squeezed shut for a moment as a flood of reward raced through her, but she couldn't look away from the spectacle of Rarity, forced to her knees by the roughly panting Rainbow Dash, with her mouth full of soft, gently curved breast. Biting her lip, Applejack softly told the kneeling pony, "There now, that wasn't so bad, was it. Suck. That's the way. Suck real gentle. It's only natural."

"Nn-nnh." Rarity shook her head slowly, without drawing her mouth away. She shivered again with the effort of holding herself back.

Applejack tch'd, shaking her head slightly. Her unbound blonde mane shifted lightly over her broad, bare shoulders. "Rainbow, kiss her neck, will ya? Give her some encouragement."

A short, sharp sound of protest escaped Rarity, almost immediately melting into a long, low groan as Rainbow ducked her head and began firmly kissing her captive's neck from behind. Between kisses, Rainbow murmured, "Took you long enough to get me in on this. Give it up, Rarity. Just suck on those gorgeous tits like I did. Give her a lick. What else are you gonna do? You can't get away. Taste her. Taste her."

With a helpless groan of defeat, Rarity leaned a little closer towards Applejack, and her soft tongue began lapping at the other mare's nipple. Her eyelids trembled, sliding half-closed. "Mhhf... mmmhf..."

Applejack's shorts were soaked with sweet, hot arousal, and in a sudden flurry of urgency, she wrenched the fastenings undone and tugged them down her legs to bare her aching cunt. One hand rose to pinch and twist her unoccupied nipple, while the other gently hefted the heavy breast that Rarity was lapping at. "That's how it is, sugarcube," she murmured huskily. "Suck mah tits. Feels so good. You're so darn horny and needy for me, aren't you girl? The more you suck, the emptier your head gets. You can't fight it. You don't want to. Your body's so weak, and your mind's so empty, and you want to keep sucking. Have to."

Shifting her gaze, Applejack caught Rainbow's eye, and added in a lower tone, "Let go of her arms. Reckon she's done struggling." Nodding her understanding, Rainbow released Rarity's arms from the awkward lock behind her back, letting them fall slackly to her sides. A tiny whimper of relief coloured Rarity's low groans.

"There, that's better. No more fighting. Now, you listen close and say what Ah say. You like mares." Capturing Rarity's chin between her fingers, Applejack drew back a little from her mouth to let her speak.

Rarity strained mindlessly after her body for a moment, before a flicker of awareness danced in her wide blue eyes and she stopped herself. Shaking her head sluggishly, she muttered, "Nooo..."

"Pull down her dress, Rainbow. Have at those boobs of hers."

"Fuck yes," hissed Rainbow, and seized Rarity's top. Yanking down the bodice of her dress, she exposed soft, full breasts, supported by a lacy black bra that stood out starkly against the white skin. Unhooking it and tugging it down Rarity's limp arms, the eager pegasus peeled off the last hint of covering above her waist. Pale purple nipples jutted out stiffly from the generous slopes of her tits.

A fresh shudder ran through Rarity's perspiration-coated body, and she feebly tried to move away. She'd barely begun the movement before Rainbow's cyan fingers captured her breasts from behind, and began roughly kneading and squeezing. A moan of pure pleasure forced its way out of her, and she rocked back against the pegasus, head rolling loosely, eyes glazed.

Applejack cradled the back of Rarity's head, lifting it and gazing into the empty blue eyes. "You like mares."

"I... mmmh... I like mares..."

"You want to fuck mares."

"I want to, to fuck mares..."

"You want to fuck me. So bad you can taste it."

"I want to fuck you... I want it so badly..."

"You're so fucking horny."

A deeply sincere moan of agreement forced its way out of her as Rainbow twisted her nipples, and she gasped in agreement, "I'm so fucking horny!"

"You love mares. Their tits, their asses, their cunts... everything about them. They're so sexy. Naked mares make you so darn wet."

"Love mares," panted Rarity, her body swaying slightly, thighs grinding together. "Their breasts, their behinds, their sexes, everything about them makes me wet..."

Breaking into laughter, Applejack chided gently, "Their behinds? Can't be having your mind come back just yet." Pulling Rarity's head forward, she shoved her breasts into the helpless mare's face. "Suck mah boobs, 'til you're nice and empty and ready for me to fill you up again."

"Shouldn't," protested Rarity weakly, before a groan of pleasure obliterated whatever else she might have been trying to say. Her hands rose shakily to push Applejack's mammoth tits together and she took both nipples into her mouth, tongue flicking and dancing over them. Her moans grew louder for a few moments, then slowly diminished into soft, barely conscious gasps as her body incrementally slumped forward and her hands sank to the ground once more.

Rainbow pulled Rarity back against herself, grinding roughly against the semi-conscious mare as she looked up at her Mistress. "This is the hottest thing in my whole life. Seriously. Thanks for picking me first, so I get to see you break every one of them."

Applejack leaned over Rarity to ruffle Rainbow's multicoloured hair. "Ah'm glad you were mah first cuntslave. You're real special, Rainbow, and Ah mean that. Now hush while Ah sort her out."

Rainbow gave Applejack a look of absolute adoration, letting go of Rarity with one hand to mime zipping her lips shut, and went quiet. Breathing heavily, Applejack turned her attention to the mutely sucking mare, and pulled her head back once again.

"You love tits, asses, and cunts."

"I love tits, asses and cunts." The words came out in an empty, blank tone.

"You love fucking mares."

"I love fucking mares."

"You're my horny, slutty bitch."

"I'm your," Rarity began, stumbling slightly over the words, then finishing, "horny, slutty bitch."

"You're mah slave. You obey only me."

The dazed, distant expression on Rarity's face became slightly strained, and she didn't answer.

"Stubborn, ain't yah? Rarity, you've always looked down on ponies that weren't as pretty as you, haven't you."

A hint of confusion. "No...."

"Oh yeah? If you see someone who doesn't dress fashionable, if they're an untidy mess, they don't seem to be taking much care of the way they look, don't you roll your eyes?"

"...yes."

"Don't you feel a bit of disdain?"

"...yes."

"See, Ah always knew that about you. Gets right on mah nerves, sometimes. But now, Rarity, Ah'm the most gorgeous mare you ever did see. Ah'm full, and soft, and darn well perfect in every way. Understand?"

"You're... perfect, you're so beautiful..." Rarity whispered, her eyes focusing on Applejack and trailing slowly over her naked body.

"Ah'm the most beautiful mare in all Equestria. Doesn't matter what Ah wear, Ah'm perfect. So if Ah'm that perfect, Ah guess that makes me better than you, don't it?"

"You're better than me," Rarity replied with thoughtless sincerity, looking up into Applejack's eyes again.

"So the only thing that's right is for you to belong to me. You're mah slave, Rarity, you're mah obedient cunt. You'll do anything Ah darn well please. You'll obey."

"I'm your slave, I'm your obedient cunt... anything you command. I will obey." Rarity's lips hung open, a trace of drool leaking from the corner of her mouth and falling to the curve of her breast.

Rainbow released one of Rarity's breasts to plunge a hand between her own legs and frantically grind the heel of her palm against her cunt. Gasping, body shaking as she humped her fingers, she panted, "Fuck, fuck, fuck - make her say it again! Make her your brainwashed bitch, like me!"

Nodding jerkily, a droplet of her wetness trailing a cool path down her inner thigh, Applejack groaned, "You're mah bitch, Rarity. Obeying me is more important than anything else. Anything Ah want, Ah should have it. Anypony Ah choose, you'll help me turn them into mah obedient, cunt-licking fucktoy, like you. It turns you on so bad helping me enslave ponies."

"Yes," breathed Rarity, arousal colouring her blank monotone, "I'm your bitch, Applejack, I'll obey you, anything you desire, anypony you want. I want to help you enslave ponies, it makes me so horny..."

"You're darn right. You're mah property now, got that?" Just speaking the words made Applejack's body clench in painfully intense arousal. Like Rainbow's, her fingers worked roughly between her own legs, slick and coated with her juices. Her muscled thighs tensed.

"I am your property. I belong only to you." Rarity shuddered softly as Rainbow twisted her rigid purple nipple.

Swaying on the spot, Applejack bent to wrench her shorts off over her boots, tired of being hobbled by them half-way down her legs. "Rainbow, get under her and get your tongue in her cunt. Ah want her ready to cum as Ah wake her up. Rarity, when Ah clap mah hands, you'll snap out of it, ready and willing to be mine."

"At your signal, I will wake as your slave."

"Yes, Goddess!" Rainbow dropped to the floor and rolled onto her back, pushing Rarity's dress up her legs to crumple around her waist. Tugging the improvised chain around her ankles free, she shoved Rarity's legs apart and yanked aside her drenched lacy panties, tugging them to one side to give her tongue free access.

Standing before Rarity with her legs parted, cunt glistening wet and massive tits heaving with her panting breath, nude but for her boots and hat, Applejack raised her hands, and smacked them together sharply with a crack that rang around the dressing room.

Rarity's glazed, half-closed eyes snapped fully open. For an instant, complete shock ruled her expression, then she focused on Applejack with a look of total, absolute worship. "Mistress!"

Breathing hard, Applejack demanded, "Tell me you're my bitch, Rarity."

"Yes! Oh Celestia, yes! Yes, Mistress! I submit to you! I am your bitch, Mistress! I am your property!" Rarity cried out deliriously, blue eyes enormously wide, full lips trembling. Her full breasts swayed heavily as she urgently ground her cunt against Rainbow's mouth. "Let me touch your divine body! I beg of you! I'm unworthy of you, but please!"

Humiliate. Degrade. Applejack shuddered as the commands flashed through her, seeming to originate somewhere in her molten sex. "Get on all fours and lick mah boots, you needy lil cunt. Keep your legs spread for Rainbow."

"Yes! Yes, Mistress, I obey!" Dropping to all fours, her dress bunched up around her waist in a crumpled belt of fabric, Rarity thrust her ass into the air, keeping her legs parted widely. "There, Rainbow darling, please don't stop-" she panted, before dropping her head and beginning to desperately lick Applejack's scuffed brown boots with muffled squeals and gasps. Her full breasts were squashed beneath her, forming flattened white ovals against the opulent rug.

Applejack's fingers slid and twisted within her, thrusting back and forth as she forcefully rubbed her palm against her aching clit. "Yeah, that's it... crawl on the ground, lick mah boots..." she panted raggedly. "Feels so darn good! So darn good!" Her back arched, tits bouncing with the jerky thrusts of her hips, the wet sounds of Rarity lapping and slobbering over her boots thrilling her with sharp little jerks of arousal.

"Mmmhh!" Rarity moaned desperately, her intricately curled tail flicking high. Her long eyelashes fluttered as her eyes rolled back, and she began to shudder with ecstasy as violent pleasure broke over her. She writhed against the floor, a quivering, panting mess, jerking with every fresh flick of Rainbow's tongue.

Closing her eyes, Applejack roughly twisted one of her nipples, managing to order, "Rainbow, cum your brains out right now-" before her own throaty cry of pleasure rang out. Hot, slippery wetness coated her fingers and dripped down her thighs, droplets pattering to the floor as she rocked dizzily. Rainbow's howl of release mingled with hers, higher and sharper.

Heart hammering like she'd just run a marathon, Applejack fought to stop her legs buckling. Staggering back a step, she felt herself caught by sudden soft pressure, like leaning against a vertical hammock. Rubbing the back of her hand across her eyes, she looked down. Rarity had lifted her head, her delicate lipstick smudged, her cheeks flushed red, a feverish brightness in her blue eyes. Her horn was glowing, suspending the delicate cradle of fabric that supported Applejack in midair.

"Mistress... I'm so sorry I resisted you! I had no idea that being enslaved by you could feel so pleasurable... I feel wonderful," she breathed.

Inhaling deeply, Applejack pushed herself off the cradling mesh of fabric and straightened her back. Her green eyes caught Rarity's, and she commanded firmly, "On your feet, my gal."

"Yes! Yes, anything-" Rarity gathered her legs under her and stood up, a little unsteady herself and trying not to show it. The patch of purple fur between her legs was soaked, her white skin flushed pink. Her mane and tail were in total disarray, her dress sliding half-down her thighs as she straightened and hiding her lewdly glistening sex once more. Her full, white breasts heaved with each breath, rock-hard nipples a deep, dark violet.

Applejack surveyed her with deep, warm satisfaction. Stepping closer, she lifted her hands smoothly, cupping Rarity's tits in both hands and squeezing them firmly together. Her smile widened as Rarity whimpered. "Now, then, sugartits," she said, relishing the casually degrading word, "you're gonna help me capture the rest of our friends. Twilight, Pinkie, Fluttershy - every last one of them is gonna be a horny, eager cuntslave like you. Got anything to say about that?"

Rarity groaned, a dizzy look of ecstasy on her face as she leant into Applejack's hands. "Oh - oh, I want that, I want it so badly... I want to see Twilight writing degrading words on her naked body while she licks your ass, I want to see you force Pinkie Pie over your lap and spank her until she begs for you to fuck her, I want to see Fluttershy sucking her wide nipples and fucking her own cunt with a dildo on a plinth for all of us to watch, any pony you desire should be broken and made into your desperate bitch..." Her hips began to sway as she spoke, body shuddering gently.

Slim arms wound around Rarity from behind as Rainbow captured her, pressing against her back once more and reaching down to caress her glistening pussy. "Wow. You're a real pervert, you know that?" The words were breathily aroused, whispered into Rarity's ear.

Applejack's eyelids fluttered with the intensity of the spike of arousal that drove through her body, her back arching. Pleasure. Reward. Taking a moment to find her voice again, she told the quivering mare in front of her, "Now that's what Ah like to hear. Y'can touch mah perfect tits now." Letting go of Rarity's body, she spread her arms.

"Oh yes, yes, thank you..." Rarity reached out with careful, worshipful hands, and curled her fingers around the massive curves of Applejack's enhanced breasts. Lifting and kneading them, caressing the freckled skin as though memorising the silken smoothness and warmth beneath, she whispered, "I only wish I'd known sooner. I would have thrown myself at your feet years ago."

Rainbow shifted to one side, moving closer to her Mistress and lazily running a hand over Rarity's milk-white ass. "No kidding. Do you have any idea how long I've wanted to hit the hay with Applejack?"

Rarity squirmed gently, breathing in and arching her ass a little higher in the air. Reluctantly taking her eyes off Applejack, she glanced around and murmured distractedly, "Well - actually, yes, dear. It's not exactly a secret."

Rainbow blinked. "What, you did?"

"Ah - yes. As does everypony in Ponyville, I think, though sometimes I'm not sure about Twilight. I actually had to stop Sweetie Belle and her friends from trying to gain their cutie-marks in matchmaking..." Rarity replied, her eyes turning back to the wonderful, perfect body under her hands.

A low, husky laugh escaped Applejack, sliding into a groan as Rarity gently twisted her jutting nipples. "Yeah? Apple Bloom thought that was a good idea?"

"Oh, yes, Mistress. They were half-way through recruiting most of Ponyville, they had an alarmingly elaborate plan... I put a stop to it." Lowering her head, Rarity kissed the warm, soft skin of Applejack's cleavage, and whispered, "You taste so good."

Stroking her hand over the back of Rarity's neck, Applejack twisted slightly, presenting one breast to Rainbow. The slim pegasus needed no further invitation, pushing in beside Rarity to begin worshipfully sucking on the offered nipple. "How'd you get that pack of troublemakers to knock it off?" Applejack asked lazily.

Rarity nuzzled her smooth cheek against Applejack's body. "I persuaded them that sometimes, ponies have to work these things out for themselves." Pausing, she gazed up at Applejack with pure adoration, and added, "Of course, that was before you broke me and made me your personal slut. Perhaps ponies do need to be shown their place. Naked, on their knees, obeying you, serving you, worshipping you..." Her voice trailed off, her full lips parted and her tongue lightly brushing Applejack's skin.

"Fuck..." whispered Applejack, stroking both of them as they submissively lapped at her nipples. "Feels so good using you two. Ah can't wait to take the rest've them. Got to fuck all mah friends. Got to break them, make them mah slaves, use them, humiliate them. Ah can't resist. Got to."

"I'm still your favourite though! I was the first," Rainbow declared proudly, nuzzling her brightly coloured mane against her owner's orange skin.

Rarity looked over at Rainbow, mouth opening to protest, then slowly closing again. Instead, she replied simply, "Well - I shall simply have to show that I can be just as good at pleasing her as you can."

Rainbow snorted, pressing against Applejack possessively. "Good luck with that. We go for a run, I'll have beaten her, seduced her and licked her until she begs while you're still panting for breath a mile back."

"Rainbow," Applejack chided, reaching down to firmly twist the flier's nipples through her thin top and prompting a groan of mingled pleasure and pain. "Don't you be getting all big-headed, now. Ah care for you a lot, but Ah don't want you up'n picking fights. Rarity's mah whore, just like you."

"Yes, I am! I pledge myself to your service completely! Oh, Applejack, the taste of your breasts... I want... I crave you. It's all I can do not to throw myself at you and beg for more, to cast myself at your feet and debase myself in every way I can imagine hoping I'd please you."

Leaning forward, Applejack ran her broad hand down Rarity's bare back, pulling her closely against her muscled body. "That's what Ah like to hear. Ah'm so fucking hot and wet when Ah abuse you, Ah don't know how Ah'll ever get anything done ever again." Kneading Rarity's ass with firm fingers, she added, "Still, reckon you should have something to say to Rainbow, yah know."

Rarity looked up, her mind slow through the fog of lust and worship, before understanding dawned. Turning her head towards Rainbow, she reached out slowly to gently stroke her hand down the other mare's feathers, and said softly, "Oh, Rainbow. I really do appreciate everything you did for me. I'm so grateful you helped Mistress break me... and I've never been pleasured by anypony with a tongue like yours. I hope you'll teach me how to please Mistress with as much skill."

Arching her back, her feathers fluffing out slightly, Rainbow agreed with a smug grin, "Sure, I can give you cunt-licking classes. You better expect to get lots of practice in, I'm gonna work you hard."

"Thank you, darling. I'm truly grateful." Still pressed against Applejack, Rarity leant over to kiss Rainbow, a long, soft kiss that took the athletic tomboy visibly by surprise. When she finally drew back, Rarity murmured dreamily, "Your lips are softer than I would have imagined."

Rainbow's cheeks were delicately pink, her lips parted as she gazed at Rarity. After a moment she shook herself, and breathed, "Yeah, okay. That's not bad."

Turning back to her new owner, yearning in her voice, Rarity asked softly, "Is - is Rainbow's collar a sign of your favour, Mistress? Is she your favourite?"

"Aw, sugarcube. Ah just wanted everypony to see she's mah bitch. Ah'd collar you too, but Ah don't exactly have another one in mah pocket." Applejack ran Rarity's tail through her fingers, tugging gently. "If yah want one, you could always make one-"

Rarity twisted away before Applejack had even finished speaking. "Oh, yes - yes of course! I shall!" Her eyes almost alarmingly bright, she swept her horn in graceful arcs back and forth, gaze darting from place to place. Her crumpled dress slid off her body and over her head, leaving her nude in elegant high heels, and the scattered cloth from her useless attempt to restrain Applejack leapt into the air, rolling itself up and sliding into neat racks. In its place, rolls of black material poured out from drawers and pigeon holes, dangling for her inspection and sliding through her fingers. "No, no, too thin, too lightweight, too stiff, not shiny enough-"

Rainbow wriggled against Applejack's body, colonising her inch by inch as the dread turmoil of fashion proceeded overhead, and whispered, "Guess you're her royalty now, and you know how she gets about royalty. Though, would you look at that body. You could play with an ass like that all day. None of it's a patch on you, sure, but she's pretty freaking hot."

Applejack's reply was forestalled by the sudden chatter of Rarity's sewing machine, humming and clicking in the enveloping glow of her magic. As quickly as it began, the machine stilled, and Rarity - pausing only long enough to pat her mane back into shape and straighten her tail - swept balletically down onto her knees before Applejack, a black collar stretched across her hands. It consisted of three wide black straps, linked by large silver rings, a trio of inset diamond-shaped blue gemstones delicately offset to one side of the centre ring. Thin silver chains looped from one ring to the next.

"There, Mistress," she panted. "The exterior is just beautiful, don't you agree? It's been rubbed with wax for that sheen. I considered white, but black stands out against my skin so startlingly, don't you think? Note the stitching - actual silver thread, it catches the light beautifully." She smoothed her fingers along the length of it, to three blue stones, and continued enthusiastically, "I've been saving these for a special project, and what could be more special than this? They should lie here, just to the left of the centre of my neck, and I think the asymmetry is more eye-catching. These chains are from a necklace, severed into three, and if I turn it over, you see that it's padded for comfort within." Rarity's rush of words wound down, and her shoulders dropped slightly as she finished meekly, "Do you like it?"

Applejack looked down into Rarity's slightly pleading expression, and leant down. Gently, she lifted the collar from Rarity's fingers and stroked the soft padding gently against her own arm, watching the little dangling chains shift with the movement. The trio of stones glittered in the light, the silver sparkling. It was truly beautiful, and she abruptly felt just a little embarrassed about having given Winona's tatty red collar to Rainbow. She deserved something more.

Still. With Rarity worshipping her tits the way every last one of her friends soon would, dressing up her fucktoys any way she darn well felt like wouldn't be a problem for long.

She realised she was staring at the collar in her fingers, and looked back at Rarity. "Real beautiful, Rarity. Surely is. Lean forward, sugarcube, let me get this on you."

"Yes, Mistress!" Rarity all-but squeaked. A subtle tremble running through her naked body, she leant slowly forward and gathered her mane in both hands, lifting it away from the nape of her neck. She visibly held her breath as Applejack's hands wrapped the collar around her neck, a short groan of molten arousal escaping her when it pulled tight and squeezed her throat for a moment.

Easing the collar a notch, Applejack arranged the delicate chains to hang straight with her fingertip, before stepping back and nodding in satisfaction. "Naked, collared on your knees. Suits you. How's that feel, slut?"

"I feel so owned..." Rarity breathed. Spreading her legs wide to show off her damp cunt and neatly trimmed purple fur, she arched her back and gasped, "Command me! Slut obeys!"

Dropping to her knees beside Rarity, slim body shivering with tremors of arousal, Rainbow panted, "It's so hot watching you break her. She's your bitch, like me, like we're all gonna be. I'm ready. Oh Celestia, I want to obey you so bad. Give me an order, make me do something!"

Applejack grinned slowly, narrowing her eyes. "Well, now. Be downright rude to ignore a request from a nice pair of upstanding gals like yourselves. Ah've got three more to take care of before the day's out. Let's go fuck them."

Author's Note

Took a little break from FiMC to think about the next chapter, which means more Applejack-based mind control smut! I really enjoy how physical it is when Applejack dominates somepony.

• Proofed by Djmill