Applejack gets Brainwashed

by Wintermist

Rating: mature
Tags: Anthro, Applejack, My Little Pony: Friendship is Magic, Dark, Fetish, Rainbow Dash, Rarity, Porn, Sex, Profanity, Non-consensual
Length: 19033

Think of it as an accident. Sometimes, you're just in the wrong place at the wrong time. Now, Applejack is different. Applejack has new gifts. And what Applejack wants, more than anything, is to share them with her closest friends.

Think of it as an accident. Sometimes, you're just in the wrong place at the wrong time. Now, Applejack is different. Applejack has new gifts. And what Applejack wants, more than anything, is to share them with her closest friends.

Warnings: smut without plot, anthro, mind control, bad end (by normal standards, anyway...), breast expansion.

Art cropped from 'How to relax after a hard day of apple bucking' at patchsblog

Published 2016-05-31 17:00:01 UTC
Last updated 2016-11-28 07:36:16 UTC

1: Wrong Place, Wrong Time

The sun beat down over the sleepy village of Ponyville. The oppressive heat seemed to have sucked the life out of the place, leaving the inhabitants listless, lying out in the sunshine. A scant few stalls occupied the town square, the ponies running them sheltering under the tent fabric, and arranging the sides to encourage the feeble breeze. The looming edifice of Princess Twilight's castle shimmered through the haze.

At least one pony was not dressed for the heat.

A vaguely female figure crept towards the entrance of the castle, darting between scraps of shade. Wrapped in an all-encompassing black coat, with a hat pulled low, not a hint of skin could be seen, even if there had been anypony to see it. She looked like the dictionary definition of suspicious, come to life, and any pony in their right mind would stop her on sight. But then, everypony knew Princess Twilight didn't have guards.

The front gate opened, and closed again.

Corridors and passages unwound under hurried, furtive footsteps. The place was enormous, and practically empty. But if there was something else everypony knew, it was that Princess Twilight - when she wasn't busy saving Equestria - would be found in the library. On this occasion, everypony happened to be right; the unmistakable sound of Twilight's voice floated out from between the library's half-parted doors, exclaiming excitedly to herself about some obscure trivia she'd unearthed.

Perfect. The figure paused, and carefully took a scrap of paper from a deep pocket. It lay quiescent on the figure's gloved palm, an intricate cut-out of a mare's silhouette - arms, legs, head, mane and tail, the entire thing no taller than the length of a finger. A soft puff of breath lifted it into the air, and it floated between the doors, drifting into the room. For a moment, it simply slid towards the floor, but then, a small ripple ran through the paper. It floated upwards, the paper figure standing upright, and slowly, steadily, began to drift towards the sound of Twilight's voice.

The cloaked figure balled her fists, raising one to an unseen mouth as the paper doll moved out of sight. Any second now...

A door banged open, further down the corridor. "Hey, Twilight! I found the scroll you were looking for- hey! Who are you?"

The figure jerked around, taking in the diminutive shape of Spike, before hurriedly glancing back into the library. Hesitating a fraction longer, she almost let Spike catch hold of her coat hem, before she broke and fled. She clattered down the stairs, the front door banging open with a shove of a gloved hand, and pelted out of the front door into the freshening breeze. Leaving the door standing open, she ran, panting and gasping, until she disappeared from sight among Ponyville's sleepy houses.

Spike was left standing in the open doorway, gaping after her. A moment later, the tall figure of Twilight joined him, the violet alicorn wearing a loose white blouse tucked neatly into a violet skirt. She followed his gaze, a puzzled frown on her face. "Spike? What happened?"

"Twilight! Are you okay?" Spike looked up at her, pointing in the direction the mysterious pony had fled. "There was somepony in the castle, they looked really sinister. But they ran when they saw me! I think they were afraid of what I might do." He swelled with pride, smiling up at Twilight as she patted him on the head.

"I'm fine, Spike. Well done. We'd better check the castle, but it didn't seem like they had time to do anything. I'm sure that everything will be okay."

Above, in the empty library, the paper doll tumbled end over end in the chaotic air currents created by Twilight's hasty departure. It drifted too close to an open window, and the breeze snatched at it with greedy fingers, bearing it away.

Applejack was the hardest-working pony in Ponyville, and everypony knew it. The proof of it lay all around her, in row after row of apple trees laden with the reddest, roundest, most perfect fruit that could be found for miles in any direction. Still, even she needed a nap in the sunlight sometimes.

The orange-skinned woman lay in the shade under the spreading boughs of a particularly fine tree, snoring quietly. She wore cut-off jean shorts that bared her muscled thighs, and her medium-sized chest was covered by a green checked shirt of sturdy fabric, slightly marked by dirt and earth. Stout boots rested against the rise of a large tree root, and her ever-present hat lay tilted down over her eyes. The breeze ruffled the ends of her long blonde mane and tail, each bound by crimson bands.

Tumbling in the breeze, the stiff paper figure swept past tree after tree, briefly snagging on a bush and flapping there before it was tugged free again. It seemed aimless now, simply a scrap of parchment on the fitful wind. As it was blown towards Applejack, however, a renewed sense of purpose visibly came over it.

It drifted towards her, riding out each contrary swirl of air currents, moving low to the ground. A feeble gust tugged at it, almost pulling it past her, but it sank still lower, brushing the grass as it came. The paper figure bent almost flat to the wind, inching forward across the grass, skirting the great, gnarled shapes of the roots. It was merely a few feet away. Then two. One.

Contact. The paper doll rested against the base of one muddy boot for a moment, then rose into the air once more, sliding up Applejack's thighs. She stirred as the edge of it tickled her skin, then settled again as it reached her shirt. Her lips parted, as she snored once more.

The paper doll paused before her lips, then in a motion hard to follow, folded itself smaller. It ducked its head, and stepped into her mouth, disappearing from sight.

After a moment, Applejack swallowed. Her breath caught for a moment, then steadied out again. She slept on.

Now, shadows stretched across the orchard, the late afternoon light colouring everything in warm golds. Applejack stirred, then groaned and sat up. Pushing back her hat, she rubbed her eyes with the back of her hand.

"Hoo-ee. I sure did sleep longer than I meant to. Jest as well I finished up early." Shoving herself up onto her feet, she stretched, rolling her broad shoulders. "Still, reckon I can get away with a bit of extra sleep. Sure made me feel-"

Good.

"-good. A whole lot better."

Hot.

Applejack wiped her forearm across her brow, shaking her head. "Sure did get hot today. Best I get on home."

Setting off without a second glance, she forged her way through the endless rows of apple trees, absently checking each one for signs of damage as she went. Now and then she tugged at her shirt, and wiped her brow again. It was hot.

"Ah'm home, folks!" she called as she entered the cool shade of the farmhouse.

"Food's on, big sis! Come'n help out!" Applebloom called back.

Smiling fondly to herself, Applejack knocked the mud off her boots against the door frame, then headed inside. Surrounded by her family, she laughed and chatted, lending herself unreservedly to helping out. Still, as she sat down to eat, she felt a prickle of discomfort.

Strip.

She squirmed. Her clothes felt stifling, clinging to her damp, sweat-slicked skin. No matter how often she tugged her collar wider, the feeling of being smothered didn't get any more bearable, and time and again, she found herself fanning herself with her hat. Eventually, Applebloom remarked, "You got some ants in your pants there, Applejack?"

Applejack shook her head. "Jest feeling a mite hot today, that's all. Got a bit of soil under here somewhere too, I reckon. Ah'm going to go wash off, alright?"

Putting aside her plate, she waved loosely, and left the kitchen. Heading upstairs, she made her way down the creaking passage to the broad bathroom, with its huge, ancient claw-foot tub. A more modern addition was the slightly battered showerhead sticking out of the wall, a pipe leading up towards the tank above.

Out of sight of her family, she could hardly undress fast enough. Starting with her feet, Applejack worked off her boots, tugging off her thick socks and wrinkling her nose. "Phew. Those are going to need a real wash out." Wriggling her toes against the rug, she undid her shirt buttons one by one, tugging it wider and wider until it slid off her broad shoulders to the ground. Standing in her jean shorts and a plain, stout bra, she fanned herself slightly with her hat.

"Oh, heck, that does feel better," she muttered to herself as she reached back and unfastened the hooks of her bra. Without ceremony, she shrugged out of it, letting it fall to the floor. Her orange breasts were average-sized, coated with darker freckles and tipped with small, neat nipples. Bending forward, she unfastened her shorts, and pushed them down her legs together with her simple underwear. Scratching a hand absently through the delicate blonde curls coating her pussy, she-

Relief.

-sighed in relief. "Yeah, that's it. Jest need a nice wash, and some clean clothes."

Stepping into the bathtub, Applejack tugged the red bands out of her mane and tail, shaking the twin falls of blonde hair loose, then twisted the taps. Warm water, heated by the sun, cascaded over her. Closing her eyes, she stood still for a moment, letting the water pour over her like a warm, cleansing rain. The pleasant heat sank into her body, soothing the aches in her muscles, and she lazily rubbed her hands up and down her arms and over her shoulders. Scooping up a hard bar of soap, she rinsed it under the showerhead, and began rubbing it briskly over her body.

She pleasantly lost herself in the simple, soothing work of cleansing herself, building up a lather of foaming suds as she soaped her glistening breasts. There would be another rodeo before too much longer, and she was going to have to think of a new set of tricks to put on. Darned if she wasn't going to win the lasso content again. Maybe if she-

Horny.

-if she did well, maybe she could reward herself with a little roll in the hay, this year. There sure had been more than one stallion giving her a real appreciative look the last time, and maybe it wouldn't hurt to see if any of them were capable of impressing her. Sure, she didn't usually go for one-time things, but it wasn't like she hadn't taken a stallion or two for a ride before. Always too busy for that sort of distraction, that was the trouble.

Horny.

Applejack's eyes half closed, rubbing the soap over her breasts more firmly. Her nipples had grown rigid, poking through the foam of tiny bubbles. It really had been too long. She ought to finish her shower before the warm water ran out, and go think about that for a while. With an effort of will, she shifted her hands down to briskly soap her stomach and thighs.

Caress.

Almost without her conscious intervention, Applejack found herself guiding the bar of soap up and down her pussy, pressing firmly against herself. A low, soft groan escaped her. "Ooohf. Maybe I can distract m'self a little..." she muttered. Sliding the soap back up her body, one hand began to gently tease up and down her blonde-furred slit, while the other caught the bar of soap between her breasts and squeezed them together around it.

Want to fuck.

"Mmmhm," Applejack hummed to herself. She tilted her head back, sodden hair draped down her back and brushing against her limp, dripping tail. "That feels good." Counting on the sound of cascading water to cover her low groans, Applejack worked her fingers more firmly up and down her pussy. The rodeo was full of fit, athletic stallions, and now she was lingering on the memories, more and more of them seemed just fit to pounce on. Fit, smart ponies, athletic and practised at their craft. Ponies she could respect. She could show them just how much she respected their hard work. All those firm muscles, all those nice, hard-

Nice, soft tits.

-nice, soft tits, and ripe nipples, just begging to be kissed and sucked.

Applejacks's hands paused, a puzzled frown crossing her face at the sudden, intrusive thought. Where had that come from? She wasn't into mares; never had been.

Horny.

A fresh tingle in her body urged her fingers to begin moving again, sliding up and down her pussy. She pressed a knuckle against her clit, rubbing firmly, and tilted her head back with a groan, letting the hot water cascade over her bare breasts. There had been that one stallion she'd watched in the wrestling ring, tall and broad. Oh, yeah, he'd be a heck of a ride. She could just picture him standing, watching the ring. She'd walk up, greet him, he'd turn around -

Perfect, round tits.

-she'd turn around, and reveal an unbuttoned shirt, big, fawn-coloured tits on full display. Wouldn't even have to say anything, just reach out and take handfuls of them, squeezing and kneading.

Applejack groaned, both with pleasure, and in confused protest. That was enough of that. She was supposed to be thinking about stallions, not-

Cunts.

-glistening cunts, and heaving tits, nude mares parading before her mind's eye, just urging her to pick one out.

Lick.

Oh, damn. She pressed one fist against her lips as she played with herself more roughly, unable to drive away the image of sinking down between the massive, fawn-coloured mare's legs and urgently licking up and down her cunt. Imagined tanginess tingled on her tongue. She panted roughly, quicker and quicker, as her fingers pried against her slick folds.

"Oh, mah stars," she breathed aloud, losing the will to fight the intrusive images of female pleasure. If this kept up, she was going to-

Without ceremony, the hot water ran out, and the showerhead ran cold. Icy water poured over her body.

"Yahh! Ahh, goshdarnit, cut that out!" Applejack yelped, shocked out of her reverie. Hastily twisting the taps shut, the flow of freezing water stopped, leaving her standing nude and cold. Goosebumps covered her body, her nipples uncomfortably stiff for very different reasons than a moment before. Shaking her head, Applejack glanced down her body, then stepped out to begin towelling herself off.

What had all that been about? Sure, there were plenty of mares that fancied mares over stallions, and a bunch more that were happy with either, but she'd always thought of herself as a stallion gal. Just couldn't seem to get the idea out of her head, today.

Bed.

Maybe an early night would help clear her head a bit. Applejack rubbed herself down briskly with the old, worn towels, wrapping one around her mane, and another around her limp tail. Gathering up her clothes, she wondered whether to dress half-way before risking the hallway.

Nude.

Nah, that'd be too much effort, and these clothes weren't clean, anyway. She crept over to the door, unlatched it, and peered around the edge. No pony in sight. Pushing the door open wider, she made a break for her room, bare feet slapping on the floorboards, and shut the door behind her.

One of these days, somepony was going to catch her doing that. Needed to bring more towels next time. She flopped sideways across her bed, a massive old thing made of dark oak that had been in the family for generations. It didn't leave a whole lot of floor space, but it was comfy. Rolling onto her side, Applejack settled down, gazing out of the small window at the darkening sky. Plenty of work to do tomorrow, but everything was going just fine. There was that race in the morning, too. That'd be a fine way to blow off some steam. Let's see, now. Things she needed to do. There was that one tree down in the west orchard with a cracked branch, that needed looking at, and...

Slowly, without really noticing it, Applejack sank into sleep.

Midnight blue shadows filled the room, giving only hints of her wardrobe, of the aged bulk of the chest of drawers. The house was filled with a deep hush, a silence that was so profound that it was a sound of its own. It was deep in the night, an hour long after sunset and long before sunrise, a distant outpost of time from the familiar territory of day.

Applejack's eyes flickered, then slowly opened.

Something felt strange.

It seemed she'd been rolling around in her sleep; the towels were dislodged from her body, and she lay naked on her back, atop the covers. Her hand smoothed absently across the quilt, enjoying the softness. There was something wrong, somewhere, and she couldn't put her finger on it. Turning her gaze to the star-flecked sky through the small window, she listened to the silence. Had she heard something moving outside, maybe? Shifting her weight, she pushed herself up into a sitting position. Her tits shifted with unfamiliar heaviness.

"What in tarnation?" she demanded loudly, her hands flying to cup her chest. They stood out from her body, overflowing her hands as she reflexively squeezed. Her freckled breasts had swelled at least a cup size, probably two. Dropping her voice, she hissed, "What in the blue blazes is all this? This is-"

Wonderful.

"-wonderful," she finished in a different tone. A second later, she shook her head sharply. "What? No! This is downright weird, something real wrong's going on here." She looked down at herself in the wan starlight. No pony changed shape overnight, not like this. For crying out loud, just look at them, all-

Perfect.

-perfectly shaped, round and full. She needed a mirror, to admire - no! To see how bad it was. Pushing herself off the bed, she found the matchbox by feel, and struck one. A brief flare of yellow light filled the room, then settled down to a steadier glow as she lit her small lamp. Tugging open her wardrobe to get at the full-length mirror on the back of the door, she took in the full splendour of her naked body.

"Oh, for goshsakes, what am I going t'do about this?" Applejack protested, hands rising to cup her unnaturally enhanced breasts once more. How was she going to get her work done hoisting these things around? How had this happened?

Calm.

The tension in her body trickled away, as though a plug had been pulled. Her stiff shoulder relaxed, leaving her standing before the mirror, breasts filling her hands, with a faintly puzzled frown on her face. Was she overreacting?

Sensitive. Tingling.

Her eyes closed as she squeezed them again, shuddering. They felt so good under her hands. She'd always enjoyed touching herself, but it had never felt quite like this.

Suck.

A sudden, irresistible craving gripped her. Almost without her conscious direction, her grip shifted, lifting one breast up as high as she could. Her lips grazed the stiff, jutting nipple, sending an electric shock racing through her. A low whine escaped her lips. She began to suck eagerly, flicking the firm nub with her tongue, prompting more muffled whimpers of pleasure. Finally, with an effort of will, she lifted her head and determinedly moved her hands to her sides.

No. This wasn't like her. All this definitely wasn't her. Something was doing this to her; something not natural, something magical. She had to go to Twilight for help, before it got any worse.

Not yet.

In the morning. She couldn't go waking Twilight from her bed about this. She hesitated, frowning again. No, that was... wrong. If something was altering her body, Twilight wouldn't mind being woken up. Right. She'd just dress, and sprint on over there, and-

Wrong.

-and tell her what? Tell Twilight that her boobs had grown overnight, and she couldn't stop playing with them? That was crazy. Twilight would think she'd gone crazy. It was way too embarrassing, humiliating even. What would Twilight think of her? No, she could handle this on her own. She just had to get a grip on herself.

"Oh, goshdarnit..." she breathed in the quiet of her room as she realised that she was stroking her palms over the warm curves of her breasts again. Her pussy glistened in the lamplight, betraying the arousal she couldn't resist or hide.

Can't resist.

A warm surge of pleasure flooded her body, rewarding the thought. "No. No, Ah... really... have to stop," Applejack groaned huskily, pinching her nipples between her fingers. A shudder ran through her from tip to tail, prickles chasing themselves over her skin.

Perfect tits.

Applejack couldn't look away from the sight of her new breasts in the mirror, smooth, spattered by darker freckles, utterly perfect. She watched her hands move over them, squeezing and pinching, with a rapt fascination she'd never felt before.

"Dang, I am so darn hot..." she whispered. Her thoughts felt as though they were becoming buried in molasses, hot and sluggish, lagging behind the urgent movements of her hands. Every moment that passed made it harder to think straight, to think about anything other than the animal feelings of pleasure. She had to pull herself together! This was more than just changes to her body. More than how sensitive she felt, how good every touch of her hands was. This felt too purposeful to be an accident. Something was doing this to her.

Yes.

Applejack's hands jerked away from her body as complete certainty crystallised within her. Something was changing her, deliberately. She had to do something! She took a step away from the mirror. She had to-

Keep watching.

-keep watching herself, in case anything else changed. She twisted around, looking over her shoulder and gathered up the fall of her blonde tail. Was her ass bigger? She wasn't sure. Her body was throbbing with need, and the urge to touch herself was growing harder to resist every moment. She pressed her knuckles against her forehead, trying to think through the hot, heavy weight that had descended on her mind.

Caress.

A spike of craving pinned Applejack to the spot, as imperious as a demand. "No, Ah won't do it," she groaned aloud, shaking her head sluggishly. Her eyes flicked to the door, before returning to the mirror. Hadn't she been about to leave? How could she leave and watch herself at the same time? That... made no sense. "Oh, Celestia," Applejack whimpered, digging her nails into her palms as she stared at the reflection of her own aching nipples. "Ah can't let this happen. Ah have to-"

Give in.

"-give in to the pleasure." Her fists tightened further, held rigidly still. "No, dangit!"

Horny.

She was so dang turned on. She'd never been this aroused in her whole life. Maybe - maybe if she tied herself down so she couldn't move, that'd get her through to morning.

Helpless.

A fresh wash of pleasure almost knocked her off her feet. Before she could stop herself, her hand was frantically rubbing up and down her cunt, her hips jerking. "Fuck," she groaned huskily. "Helpless. Tied up. Oh, heck, it'd feel so good to just-"

Surrender.

"-surrender. Be helpless." She gazed into the reflection of her own eyes, glazed with lust, and as her other hand moved back to roughly play with her tits, she couldn't find the willpower left to fight it. She needed to be fucked more than she could have ever imagined.

Tits. Cunts.

A flood of images poured into her mind, naked mares kissing, licking, thrusting toys into each other, fucking, fucking. "No, Ah - Ah don't like mares..." she protested weakly, doubting herself even as she said the words, not sure who she was protesting to.

Glistening.

"Glistening... pretty, lickable... cunts..." Applejack's finger pushed into her dripping pussy, curling within her. Every time she tried to shift the images to hard stallion bodies, the thought just melted away. Dazed, swaying on the spot as her hips bucked against her hand, she knew she was losing control. It was getting harder and harder to fight it, or to even care.

Want.

A deep, sincere moan of pleasure filled the quiet, lamp-lit room. "Yeah... Ah want to fuck mares... want to suck their tits, and lick their cunts, and grind my pussy on them, oh, oh fuck, oh, fuck..." Pulsing waves of heat washed through her, each with the pounding intensity of the instant before orgasm. She barely knew where she was anymore, or how she'd got there. Something was, was changing her, altering her desires. She could feel an intent, something that wanted her to crave only soft, female bodies-

Accept.

-and it had worked. She knew it like she knew her own name. She needed to fuck a mare, any mare, so badly she could barely think. Swaying precariously, she groaned, "Why are you doing this t'me..."

Recite.

Words slid into her mind. She knew that if she said them, she'd be rewarded. She didn't know how she knew it, or where they'd come from, it was just a fact. Her faltering resistance shored itself up again at this fresh demand, bolstered by stubbornness ingrained down to the very bone. "Ah won't say it," she panted, as a second finger slid into her cunt. "Ah won't!"

Pleasure. Recite.

A strangled squeal escaped Applejack's lips, her cunt squeezing her fingers as every muscle in her body contracted. For a moment she thought she'd been driven over the edge of orgasm, but the mind-melting sensation went on and on without stopping. Her wobbling legs gave out, and she crashed to her knees before the mirror, still frantically fingering herself and twisting her nipples.

Recite.

"Ah'm a hot lesbian slut!" she blurted as her resistance collapsed. "Ah'm a horny lesbian bitch!" The instant the words left her lips, a throbbing, hot sensation gathered in her chest, different from the ecstatic pleasure that was breaking her mind. Before her eyes, her breasts began to slowly swell once more, gathering weight and heft as some unknown power rewrote her body. Last morning, she had been distinctly average. She'd woken up with breasts that could put Rarity to shame, and now, she watched her massive tits grow to a magnitude that beat even Fluttershy's mammoth rack. She couldn't take her eyes off them, infatuated by the sight.

Love.

"Ah love mah body. Ah love my new titties. Ah love what Ah'm being turned into," she panted raggedly. Her lips were parted, her nude body coated in sweat, breasts heaving. Over the sound of her short, shallow breaths, she could hear the wet sounds of her fingers thrusting in and out of her dripping pussy, and it only turned her on more. For Celestia's sake, why couldn't she cum? "Please!" she moaned desperately. "Ah can't take this!"

Submit.

A fresh demand poured into her, smothering her crumbling, broken resistance. Whatever was remaking her, she would submit to it. "I don't... Ah don't wanna do as Ah'm told! Ah won't! Ah won't..."

Surrender.

"Ah won't... fight it... anymore." Applejack's eyes rolled back, the floorboards creaking under her as her hips bucked back and forth.

Obey.

"Ah'm being... changed... I'll obey, Ah'll obey..." Oh, sweet Celestia, surrendering felt so good! She couldn't think anymore, she was completely under the magic's control, and she didn't care, didn't care at all. Her mind was being fucked, just like her pussy, just as wet and yielding.

Mind fucked.

She stuffed a hand into her mouth to muffle a delirious cry of pleasure, rocking back and forth urgently. Overbalancing, she fell back against the floorboards, her blonde hair spread out around her like a halo. She didn't even notice. Dazed, almost drunken, she groaned, "Ah'm a mind fucked bitch, Ah'll do anything you want, anything, anything... big, round tits, so pretty, so darn perfect, wet cunts, fuck mares, fuck me, fuck mah mind..."

Friends.

Sudden images of her closest friends flowed into Applejack's mind. She seized up, going rigid against the floorboards. A tiny spark of the mare she used to be struggled and thrashed under the cloying weight of absolute pleasure. She had to, had to warn them, had to do something, she had to-

Fuck them.

"Fuck them. Ah have to fuck them," breathed Applejack, relaxing once more. She was limp, only her hands moving, as she gazed unseeing at the ceiling. Every flash or hint of bare skin she'd ever seen from her friends flicked before her glazed eyes, coloured with her obsessive lust.

Fuck them.

"Ah'll fuck them!" she gasped. Naked bodies, bare pussies, thighs quivering under her tongue, moans and cries of pleasure, yes, yes, Fluttershy's big tits, Rarity's round ass, grinding Twilight's face into her cunt, yes.

Dominate them.

The shifting morass of desperate fantasies changed. Every image before her revealed a different pony on her knees, grovelling before her, praising her, worshipping her massive tits. An unfamiliar fire kindled in her breast, as the pleasure of forcing others to obey was rammed into her yielding, impressionable mind. "Y-yeah, Ah'll - I'll make them obey me, they'll do what I say, they'll be my sluts!"

Control them.

Blank eyes. Blank, obedient mares, sucking her tits, fingering their cunts, under her control. "Fuck! That's so hot. Ah'll fuck them, fuck their minds out, make them obey... obey like me. Mind fucked lesbian whores, all of us, fuck, fuck me, fuck them, yes..." she hissed through her teeth. That was what she wanted, what she'd always wanted. Her body glistened with fever-sweat, her juices running in slow droplets down her thighs and beading in the delicate blonde coating her smouldering cunt.

Worship.

"They'll worship mah perfect tits! Ah'll make them, Ah'll break their minds, they'll adore my giant titties, more'n anything!" She resonated in perfect unison with the power within her body. She was everything she was meant to be. She was exactly what she was meant to be. She was complete. She was perfect.

Cum.

A wordless howl burst from her throat as she writhed on the floor, convulsing. She couldn't see, couldn't think, her world obliterated by white-hot ecstasy. It was beyond anything she could have comprehended, exalting and overwhelming her, and it went on, and on, and on.

An eternity later, she came around, lying limp on the ground. Three fingers were jammed deeply into her cunt, and she'd squeezed her breast hard enough to leave marks from her fingernails, a deep throbbing in her chest protesting the abuse. Little by little, the hot, heavy feeling ebbed away, her mind clearing.

She'd been transformed. She'd been perfected. She was a mind-fucked sex Goddess, and she just couldn't wait to use her new gifts to make her friends really understand.

Faint light flickered under her door. Footsteps sounded out in the hall, one set heavy and slow, the other a quick, light patter. A moment later, she heard a sheepish, hesitant knock.

"Uh... Applejack? Y'all alright in there?"

Guess she couldn't expect for all that noise to have gone unnoticed. Applejack felt a surge of affection for her younger sister, smiling at the closed door. Gently rubbing her abused breast, she withdrew her fingers from her sore pussy. "Jest fine, promise. Ah'm real sorry if I woke you up, Applebloom," she called out sincerely. "It's late. You'n Big Mac should get on to bed."

"Uh... can I come in? You sounded - something."

One after another, Applejack slid her wet fingers into her mouth, licking up the dew of her own orgasm. "Naw, I, uh. Ah'm not real decent right now." She put a hint of sheepishness into her voice, and she could almost hear Applebloom cringe outside.

"Uh. Sorry 'bout - you have a nice night."

"Sorry again t'wake you two. Go on'n get some sleep. Won't hear a peep out of me, I promise."

She listened to Applebloom's bare feet patter away hurriedly. Big Mac lingered for a moment before, before he grunted, "Night," and his heavy tread moved off down the corridor. Whew. She was going to have to come up with a good reason for them not to worry about her new body, and she hadn't thought one up yet.

Maybe the simplest answer was just to tell them that something magic had happened, she didn't know what, and she was dealing with it as best she could - they were her family, and they'd always look after her. They'd understand.

Laboriously, she gathered her feet under her and stood up, wobbling a little as she adjusted to her new centre of gravity. Catching herself in the mirror once again, she shook her head in satisfaction. Keeping her voice to a whisper, she breathed, "Damn, now that's the finest body on the face of Equestria. Not a pony alive that'll resist these."

Hefting her huge breasts in her hands and appreciating their pleasing weight, she gently crushed them together. She could feel the new power simmering in her, bonding with her, ready to be unleashed. She couldn't wait to get started on enslaving her friends.

"Applejack! Hey, Applejack!"

Applejack smiled as she heard Rainbow's raspy voice ringing out through the house. About darn time the pegasus showed herself. Leaning over to the window, she opened it a few inches, and shouted, "Ah'm up in my room, Rainbow! C'mon in!"

Looking up at the small window, Rainbow waved. She was wearing a sleeveless blue tshirt with a large image of her cutie mark across it, and sleek black shorts that faithfully outlined her small, toned ass. "Coming!" she called out, then jogged out of sight.

Sliding the window closed, Applejack muttered to herself, "You will be." Rising from her bed, she unlocked the door, then stood in the centre of the room, crossing her arms under her gargantuan breasts. Electric anticipation filled her, stiffening her nipples, and leaving her body throbbing with heat.

She had to fuck and dominate her friends. It was as natural as picking a ripe apple from the tree. Now, the opportunity to start had finally arrived. Listening for the creak of floorboards, she called, "In here, Rainbow."

"You totally lost the race," Rainbow's voice drifted back. "Applebloom said you'd holed up in your room. Got sick or something. You gonna sneeze on me?"

"Naw, wouldn't dream of it. Don't you worry. Whatever this is, don't reckon you're going to catch it." That much was true. She felt a flicker of sympathy for Rainbow; the pegasus wasn't going to get remade as a heavy breasted sex goddess, not like her. She'd just have to make it up to her the best way she knew how. A last-minute impulse came over her, and she twisted to place her back to the door.

A moment later, it rattled, and swung inwards under Rainbow's hand. "Hey. So what's wrong with you, anyway? You need something?" she greeted Applejack, shutting the door behind her.

"Heck, Rainbow, you have no idea how much I do." Glancing over her shoulder at Rainbow, she slowly twisted around to face her full on. Applejack was dressed in clothes she'd wear any day; boots, hat, cut-off shorts, and a checked shirt. The difference lay in the way that her shorts now clung to her ass as if painted on, and the losing struggle her shirt was fighting to contain her mammoth tits. Half unbuttoned, her green shirt was split in a wide 'v', her breasts crushed together to form a cavernous valley of freckled cleavage. Her rigid nipples visibly thrust against the cloth.

Rainbow actually took a step backwards in shock, her jaw dropping. "Wh- what the fuck? Applejack?" she stammered. "What the hay happened?"

Applejack grinned broadly, approaching Rainbow with slow, deliberate movements that made her barely-contained chest sway. "Ah surely don't know what you mean. D'you want to tell me what's on your mind?"

Rainbow stood frozen in the face of Applejack's unhurried advance, mouth working soundlessly before she burst out, "Your boobs! They're huge! What... how... who did this? Did you do this?" she asked weakly.

Chuckling to herself, Applejack lifted both hands to her chest, squeezing her breasts through her shirt. "Y'mean these? They are pretty darn spectacular, don't you think? Take a real good look, there, Rainbow."

Plainly, the pegasus was too confused and overwhelmed to deny the idea. Her pink gaze moved straight to Applejack's chest, and she leaned forward slightly, drawn towards her transformed friend. Finally, with visible difficulty, she lifted her head.

"Okay, seriously, this isn't you. You don't act like this. You need to see somepony."

Applejack caught hold of the topmost button that was still done up, fiddling with it with seeming casualness. "Y'know, Ah know you care a lot for me, and you do want to do right by me. But don't you worry none. Ah jest woke up like this in the night, and you know what? I couldn't be happier. Aren't you happy for me?" The button slid undone, her shirt parting a little more with a jerk that threatened to spill her breasts free entirely.

"Course I am!" Rainbow replied defensively, unable to quite look away from Applejack's scarcely contained body.

"Don't you want to see them up close and personal, sugarcube?" Applejack purred.

"Yeah, but-" the slim mare stammered, uncharacteristically struggling for words. "You don't sleep with mares!"

"Oh, Rainbow, you haven't the first idea what you're talking about. Let me tell you something." Applejack advanced, and Rainbow backed up another step, bringing her up against the door. "See, here's the thing. Ah've been thinking. Sure, I've had a roll around with a stallion or two, but that's not what I want."

"...it's not?" Rainbow breathed.

"Naw. What I want, sugar, is to fuck you." A determined glint entered Applejack's green eyes, and she reached up to sensually stroke the back of her fingers down the vast slopes of her exposed cleavage.

A visible look of terrible temptation flashed over the blue mare's face before she managed to shake her head. "Yeah, no. Hey, I am way flattered, so let's pick this up after we've got Twilight to check you out, and hhhnngg!" Rainbow's words choked off in a rough whimper as Applejack pulled the last couple of buttons free, and let her massive tits spill out into the open air.

Shrugging out of her checked shirt and tossing it aside, Applejack took advantage of Rainbow's moment of hesitation, and seized her hand. Pulling it closer, she pressed Rainbow's blue hand against the proud curve of one huge breast, and breathed huskily, "Feel me up, Rainbow. Don't that feel right to you?"

Rainbow's eyes squeezed closed for a moment, instinctively taking hold of the soft, warm breast and kneading. She shook her head slightly, but couldn't seem to find the words.

"That's the way, sugar. You keep right on doing that," Applejack sighed pleasurably. "Don't think Ah haven't seen the way you look at me sometimes. No doubt, you've wanted to get in my shorts for a long time. Here I am, sugarcube. Have it all."

"Nnnhg," groaned Rainbow in protest, opening her eyes only to find herself staring into Applejack's cleavage. Her breasts were so big, so round, so perfect. She couldn't look away. "I'm out of here," Rainbow said slowly, without conviction. "Whatever's happened to you, we'll figure it out and fix it."

"Naw, you're not," Applejack replied easily. "See, the window's too small for you, can't fit through a gap that size. Can't get out through the door, 'cause well," she planted her callused hands on Rainbow's shoulders and pushed her back firmly against the wood, "Ah'm not gonna let you. Y'won't want to in a minute, anyways."

Jarred from her deepening daze, Rainbow grabbed Applejack's wrists, struggling to pull them free. The farmpony kept her pinned easily; her raw strength had always been far greater than Rainbow's. Kicking her heels against the door, the pegasus panted, "Snap out of it! Let me go already!"

"Here's the thing," Applejack told Rainbow calmly. Her body was on fire with lust, her shorts soaked around her crotch and her nipples throbbing with need. She had to dominate her friend. She wanted to, more than anything. She needed to. "Jest you look right here. Look at these big, fat titties of mine. Watch them jiggle and shake when you struggle. Watch'm heave with my breath. You've never seen the like. Take it all in."

Despite her best intentions, Rainbow did as she was told. "Sweet Celestia..." she breathed huskily. "They're just so..."

"So darn perfect." Applejack shook her shoulders slightly, making her massive breasts sway slowly. She could feel the magic deep in her chest, like a slow-smouldering fire. "Y'can't look away, Rainbow. Every second y'look at me, you're getting lost. Jest you breathe deep, and let all those thoughts slide right out've your head." Dominate. Hypnotise.

Rainbow's grip on Applejack's wrists loosened slightly. "What are you... doing?" she demanded, in a distracted tone.

"Giving you something else to think about. Ain't nothing you need to worry about, Rainbow. Just you focus on these here massive jugs of mine. They're so much bigger'n yours, aren't they? You can't help but feel like they're superior. Powerful. Breathe in deep, now."

Leaning forward, Applejack rose up on tiptoe and shoved her full breasts into her captive's face, smothering her weak protests. A hot flash of pleasure shot through her, and she rubbed her thighs together urgently. "Ah love having a mare's face buried between mah tits!" she gasped in affirmation. Grinding up and down against Rainbow's pinned body, she gasped with every brush of her stiff, jutting nipples.

Rainbow struggled, muffled noises escaping the weight and pressure of Applejack's body on hers, slowly tapering away to silence. Finally, Applejack drew back enough to let Rainbow suck in a gasping breath. Her head was resting against the door behind her, pink eyes foggy and glazed. "...smells good..." she muttered.

"Just watch my gorgeous boobs move," Applejack purred, shaking her chest slowly from side to side. "Y'can't think. Can't think of anything but my body. You're melting. No thoughts in that cute lil' head."

"No, I..." managed Rainbow thickly, watching the transformed mare's heavy chest sway. "Have to..."

"Stop thinking. Can't resist, Rainbow. You're falling under mah spell, ain't nothing y'can do about it."

The trapped pegasus squirmed slightly against the door, as though trying to pull away, but unable to quite get enough effort into it to seem sincere. Despite herself, her lips formed the words, "Can't resist."

"That's right, sugarcube." Applejack's voice sank down to a husky murmur, and she leaned forward a little more, stroking Rainbow's face with the tip of one jutting nipple. "See, Ah've got a power, now. No pony c'n fight it. You jest watch my tits, and let your mind go blank. Your head's emptying out, Rainbow. Y'all are getting empty, and ready t'be told what you believe."

Rainbow Dash screwed up her face in a last ditch effort of resistance. It didn't, couldn't save her. As Applejack's nipple slid along her lips, she opened her mouth and leaned forward, starting to suck instinctively. Her eyes rolled back, and as she mindlessly lapped, her hands slipped free of Applejack's wrists one after the other, falling limp by her sides.

"Oh, fuck me, that's so darn hot," Applejack whispered, her eyes half-lidded. Shivers of violent pleasure chased through her, and she finally dared release one of her captive's shoulders to roughly undo her denim shorts and thrust her fingers down to grind against her pussy. "Mmmgh! Fuck! Fuck," she hissed through her teeth.

Letting go of the half-mesmerised pony was a risk, but Applejack released Rainbow anyway, grinning with satisfaction as the pegasus swayed slightly, but stayed on her feet. Reaching up, Applejack ruffled her short, rainbow mane, and breathed huskily, "That's my girl. You jest relax. Everything's jest fine. Keep sucking."

Rainbow's gaze rose sluggishly towards hers, slowly focusing on her face. She mumbled something into Applejack's breast, though it was impossible to tell whether it was protest or agreement, then went back to slavishly sucking and lapping. Bit by bit, the tension melted out of her, leaving her almost limp, only her mindless need to keep worshipping the other mare's heavy tits keeping her from collapsing.

With a short, sharp gasp, Applejack pulled her hand out of her shorts. She wanted to keep touching herself, more than anything, but if she didn't do something, Rainbow was going to just fall down. The dazed, almost drugged pegasus's head bobbed loosely as Applejack scooped her up in her arms, giving a vague moan of protest at the loss of the massive, perfect breast she had been sucking. The slim pony weighed almost nothing, her wings flexing slightly as she was carried across the room and laid out on the broad island of the soft bed.

"There now, sugarcube. Let's get those clothes off, alright?" Applejack told her affectionately. Commands sang in her mind: strip, dominate, brainwash, andshe was only too glad to obey. She was a horny slave bitch, and soon, Rainbow would be too.

The limp mare's shorts didn't have any fasteners, and Applejack simply tugged them down the small woman's toned thighs, exposing a black thong beneath. "Never figured you for fancy underwear, y'know," she remarked to the prone figure, a grin spreading across her face. "Reckon we're going to learn a whole lot about each other, now you're going t'be my mind fucked sex toy."

Deprived of the enthralling pressure that had wiped her mind, Rainbow slowly stirred, groaning a protest. Her voice thick, she breathed, "Applejack, what are you... doing..."

"Waking up a little? You're cute as a button, y'know that? Don't you worry, Ah'll be right there to put you right back under my control. Y'want another suck of my perfect tits, Rainbow? Feels good, don't it?"

"Yeah..." groaned Rainbow, unable to gather the wits to lie.

Climbing up onto the bed, Applejack took hold of Rainbow's vibrantly blue t-shirt and tugged it upwards, baring the helpless mare's stomach. "Darnit, how do you manage to get this on over those wings?" she muttered to herself, bunching the fabric in her hand and pulling Rainbow into a sitting position. Tugging firmly, she managed to work the shirt up and over Rainbow's lolling head, baring her small, compact breasts and pink nipples, before finally untangling it from her wings.

Grinning to herself, Applejack kissed Rainbow's forehead, then let her fall limply back onto the bed, naked but for her thong. "There, now. Feel better?" she asked playfully, flicking her captive's soft, pink nipple.

"Mmmhhhgh..." Rainbow groaned, shaking her head slowly with incoherent protest.

"Shhh. Jest listen." Climbing astride Rainbow's prone body, Applejack leaned forward onto all fours. Crawling slowly up the prone mare's body, she let her heavy breasts drag against the helpless pony beneath her, finally rubbing them slowly back and forth across her face. "You can't think, Rainbow. Say that f'r me, alright?"

The tension slowly melted out of Rainbow's body under the smothering weight of Applejack's tits. Her voice muffled by the warm, weighty orbs burying her head, she muttered, "Can't think."

Applejack arched her back, lifting her broad, muscular ass into the air and grinding back and forth slowly. The soaked crotch of her half-open, denim shorts coloured the air with her scent. "That's right, sugar. You listen close. You've always wanted me. Now you're getting everything you want. You're happy about this. Real relaxed, all melted against the bed, 'n completely happy. This is where you want to be."

Dazedly, Rainbow tried to nod. Her scratchy voice a mere whisper, she replied, "Really happy. Want you."

"Mmhmm, that's how it is. You love my giant tits, don't you? They jest press down on your mind, making everything soft and warm. Can't think, can you? All you want is to kiss, 'n lick, 'n suck my big nipples."

"Your tits..." moaned Rainbow softly, her tongue sliding out to lap at the soft, smooth skin stroking against her face.

"That's right. Your mind's all empty now. Your mind's under my control, hear me? All soft, open, ready for me to fuck it. You're in a trance. You're in a trance for me." Applejack leaned down a little more, her hips shakily bucking harder against the empty air. "You're hypnotised. Hypnotised by my huge titties."

Completely limp beneath Applejack, the instinctual lapping of her tongue her only movement, Rainbow drank in the words without resistance. Licking her lips, she groaned in helpless agreement, "Under your control... ready to fuck... my mind. Hypnotised..."

Applejack whimpered with need, ramming a fist against her mouth for a moment before she could manage to speak. "You're mah slave, Rainbow. My very own slave cunt. You're going t'fuck for me. Obey me. Do anything I want. Anything so you c'n keep worshipping my perfect body."

"Your slave," panted Rainbow, in a mesmerised echo. "Fuck you... fuck anyone... obey you. Worship... you."

"Yeah, you will, you will. Ah'm your new Goddess, you understand? Ah fuck anypony I want. Anypony I want, you want to see crawling at my feet. You want to see me turn ponies into drooling, hypnotised sluts. You get hot'n wet when you see me make ponies into my personal fucktoys, got that?" Shifting her body, Applejack smacked Rainbow's blank face with her swaying, pendulous tits for emphasis.

Her head knocked to the side, Rainbow lay still for a moment, before slowly looking back up at Applejack's body. "My Goddess... help you fuck anypony, so horny... love seeing you make more slaves..." she whispered, a soft, throaty sincerity leaking into her voice.

The smouldering heat of Applejack's slick pussy was driving her crazy; she couldn't go another instant without relief. Jerking up to sit upright, she swung off Rainbow and grabbed at her shorts, peeling them down. Roughly kicking off her boots, she panted, "Oh, damn. Oh, damn. Rainbow, you love me, you got that? Love'n adore me, and nothing I want's wrong."

"Love you." Rainbow's words carried absolute certainty.

Throwing herself back onto the bed, stark naked, she dragged a finger up and down her soaked cunt, whimpering with need. "Rainbow! You git up'n between mah legs right now, and give my pussy a good licking!"

The words penetrated Rainbow's mind easily, urging the limp pony to stir. "I'll lick your pussy, Goddess..." she muttered as she rose to a sitting position, then crawled on all fours between Applejack's legs. Sinking down, her ass in the air, Rainbow began flicking her tongue up and down her new owner's glistening pussy, parting her lips, and delving in and out.

"Whoof! Oh, heck, Rainbow, that's the way. You keep on doing that, that's my girl." The words of encouragement fell easily from Applejack's lips as Rainbow's hot tongue probed her cunt, stoking the fire within her. Another flush of heat ran through her as she realised the massive slopes of her new tits blocked her view of the hypnotised pony's face.

"Heck, yes," she hissed, seizing hold of her tender breasts and kneading roughly. If she'd known it was going to feel this good to dominate and fuck her friends, she'd have made Rainbow her submissive bitch years ago. "No other pony tastes this good, not as good as Ah do. Reach on down there and start fingering your stripy cunt, sugarcube, you're always so hot'n wet when you get to pleasure me."

Barely pausing, and without raising her head, Rainbow mumbled her agreement into Applejack's pussy. Moments later, Applejack's hand slid over her short hair, and firmly pulled her closer.

"Don't talk with your mouth full, sugar. That's plain rude. Oh, fuck, you jest keep on licking down there. Pleasure mah cunt the best way you know how." That prompted a change; Rainbow shifted position, bringing her hand up to caress and tease Applejack's pussy, before her fingers slid easily into her. Beginning to thrust them back and forth, Rainbow sucked and licked up and down her dripping slit with mindless, total attention.

"Ohhh, no," Appejack groaned, though she wasn't sure what she was protesting. One hand urging Rainbow's head more firmly between her legs, she gathered up one breast with the other and shoved it upwards, lifting her head and urgently seeking out her own nipple. The jutting, stiff point slid between her lips, and she began to suck. It felt wonderful. The sensation of a worshipful mouth on her sensitive tits was incredible, and it tasted so good! Sucking and flicking her nipple with her tongue, grinding her hips urgently against Rainbow's face, it took her a few moments to realise that she was growing light headed. That it was getting hard to think.

She was, she sluggishly realised, hypnotising herself with her own tits.

It was a seductive idea, hard to resist. She was a brainwashed slut, that had to obey the urges within her. It would be so peaceful, so beautiful, for her to wipe her own mind, for her and Rainbow to be a pair of hypnotised, mindless cunts, grinding against each other, fucking and cumming, forever...

Her fingers loosened, and her warm, heavy breast slipped free, falling away from her lips. Barely able to want to fight the thoughtless calm flowing over her, Applejack reached inside herself, touching the new, simmering power that lapped and surged within her body. As if relaxing a muscle she hadn't known she possessed, she felt the magic sink back into some warm, internal reservoir, the power thrumming in her chest falling quiet. Her body fell limp against the bed, simply bathing in sensations.

Little by little, the mist cloaking her mind dissolved, driven away by sharp, urgent spikes of pleasure from the beautiful pony mindlessly lapping at her pussy. Each fresh thrust of Rainbow's fingers within her forced a louder, quicker gasp from her lips, and the desperate arousal filling her body crashed over her once more. Her green eyes sank closed in ecstasy, and her slack hand rose to pull Rainbow's head more firmly against her pussy once more.

"That's the way, sugar. That's it, that's it..." Applejack breathed, digging her fingers into Rainbow's short hair and gripping hard. She was ready, she was so ready, so close. Balanced precariously on the edge, she moaned urgently, "You're my slave fuckdoll, Rainbow! All mine!"

"Slave fuckdoll," Rainbow agreed in a mumbled whimper, barely audible over the wet sounds of her fingers plunging in and out of her new Goddess. She'd barely spoken when Applejack's pussy clamped down around her fingers, back arching against the bed.

A ringing howl of pleasure erupted from the brainwashed farmpony, the bedframe creaking and thumping against the floor with the urgent thrusts of her broad hips. The world vanished, her mind overloaded with sensation. She clutched at it, holding on tight to the moment. Finally, her eyes focused again. Her voice hoarse, she croaked, "Enough, now, that's more'n enough. You're all done. Hnng!"

Rainbow had pulled her fingers free without hesitation or finesse, yanking a rough gasp from Applejack, then lay with her head against the bedsheets, unmoving, her face smeared with glistening wetness.

Pushing herself up onto one arm, her breasts heaving with her rapid breaths, Applejack looked down at the mindless pegasus fondly. Ruffling her short hair, then smoothing it out, Applejack murmured affectionately, "We sure are going t'have ourselves a time, Rainbow. Alright now. Get y'self sat up, on your knees. That's my girl."

"On my knees," echoed Rainbow blankly, slowly levering herself up. Settling in an upright kneel, her wings folded neatly, she stared at Applejack with thoughtless attention.

"Alright, Rainbow. Here's how it'll be. When Ah clap my hands, you'll snap right out've that trance you're in. All the things I said, about how you want t'serve me and see me mindfuck our friends, all that's true. All that sticks. Y'got that?"

"I got that," replied Rainbow, expression unchanging.

With a last, longing look at Rainbow's face, Applejack brought her callused hands together firmly, clapping twice.

The short, sharp sounds seemed to strike the pegasus like a physical blow, and she rocked back on her heels, wings fluffing out. A look of confusion settled over her face, and she glanced around the room, before her eyes slowly travelled up Applejack's nude body, and up to her face.

"...wow," Rainbow said sincerely. Looking down at herself, she took in her almost-nudity, absently tugging her thong straighter with one finger, then looked up at Applejack. "Wow," she said again. "You are the hottest thing ever. Like, ever. I can't believe you fucked my mind like that! You like me on my knees?"

A swell of immense fondness overtook Applejack as she gazed at her freshly-converted friend, and she shook her head, chuckling. "Sure do. But right now, come on over here'n give me a cuddle."

"Yes, Goddess," Rainbow replied at once, then broke into laughter. "I didn't even mean to say that! Goddess? I mean, you are, but I know you did that to me. Damn, though. Those tits. What happened? Can you do it to me again?" Crawling forward, she slowed, hesitating a second with an awestruck look on her face, before she pressed her slim, toned body against Applejack's. A shivery sigh fell from her lips, and she rested her head against Applejack's shoulder.

"Heck if I know," Applejack replied frankly. "Told you the truth, before. Like Ah said, Ah jest woke up last night with all this out t'here. Was going to go to Twilight, see if she knew what in the world was going on, but welp, whatever gave me all this didn't want that. Next thing Ah know, there's these urges filling me right up."

Her hand moved to the back of Rainbow's head, stroking the short hairs at the back of her neck. "Wanted mares. Never did before, but right then, never needed anything more. Knew I jest had to yield to whatever Ah was supposed to be. All I had to do was listen, obey, give in to it. Couldn't fight it. Ah'm supposed to dominate mah friends, hypnotise you all, turn you into my horny fucktoys." She sighed happily. "Never been happier in my whole life. Never felt so darn hot. Don't regret a thing."

"Wait, you're under somepony's control?" Rainbow asked, lifting her head slightly. "What if they-"

"Hush, Rainbow." Applejack continued stroking the back of her neck soothingly. "Y'don't care about that. Ah'm a slave to mah urges, and you're my personal hypnotised fucktoy, and that's the way it should be. You jest accept it. That's an order, now."

The tension faded from the pegasus immediately, her head settling back against Applejack's shoulder. "I really can't disobey you. Can't even care about that, now." Rainbow sighed deeply, kissing the side of Applejack's neck. "That's so hot. You even made me turned on when you fuck with my mind like that. You want to take me for another ride? You are wasting a sex slave like me as a brainless puppet. You have no idea how good I am at licking mares out. I could make Princess Celestia cum so hard, the sun crashes into the moon. A tongue that could end the world."

Applejack laughed, inhaling deeply, before nodding her approval. Her heavy chest swelled against Rainbow's slim body, and all over again, she realised just how much she wanted to fuck her new slave. "Y'know, there's other mares that Ah need to make all mine. But... that c'n wait." Applejack planted her hand on Rainbow's shoulder, and gently pushed down.

Rainbow smoothly, eagerly sank back between Applejack's legs. "You are not going to regret it, Goddess."

In a small, anonymous shack on the edge of the Everfree Forest, a small crystal lay in a blue hand. Deep within the facets, a spark of red light glittered. "Hah! The spell is active!" Shaking the gem, the voice added more peevishly, "This should be glowing blue, but... whatever. It worked! Soon, Twilight Sparkle, you will deliver to her all of your pathetic friends. You have humiliated the Great and Powerful Trixie for the last time!"

Author's Note

Had a little fun with this one; a little mind control smut for the sake of it that had been bouncing around the back of my head for a while.

Stuck the story on incomplete, since it's clearly got somewhere to go, but won't be added to for a while.

Proofread by the splendid Setokaiva and Djmill!

2: A Slave, To Fashion

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