Starlight purred approvingly as she watched Rarity posing for her in the cabin. The indigo haired unicorn stood naked with a warm come hither smile and lidded eyes focused on Starlight. Her shoulders were relaxed pushed back slightly to place her breasts further out on display. One hand rested loosely on her hip and the other hung down along her thigh. Her left leg was half a step forward and bent, letting her tilt her hips alluringly.

Star let her remain still for several seconds as she looked over the sculpture before her. She could see as Rarity’s breasts gently rose and fell with her breath. “Very good Rarity. Now turn around and show me the back."

“Of course, Ms. Finish.” Rarity chirped back. She slowly rotated so her ass was on display and tilted her hips just so, before looking back at Starlight over her shoulder, tossing her head just right so a lock of hair hung down over her face.

Star smiled and raised up a hairbrush in her right hand. “Click...click.” She said, watching Rarity’s eyes sparkle from the thrill of being photographed. This was a wonderful game. Rarity still wasn’t ready to accept a full fantasy world like Twilight and Spike, but her perceptions could be largely altered. In her mind, she was at a fashion shoot with the famous Photo Finish, the hairbrush was the camera, and she was fully clothed in a dress from her boutique.

They'd been conducting the mini fashion show for the last ten minutes. At the moment, Rarity was in her fourth dress. From her description, she was wearing a lovely dark navy blue dress with a deep open back and tight in the hips to help show extra curves. Star expected it was even more lovely than Rarity’s description gave justice. “Click....click. Yes, very good. You make superb dresses. Would you like to show off your lingerie line as well?”

There was a flicker of hesitation on Rarity’s face and a slight blush. “Oh, well, certainly Ms. Finish. I, of course, don’t feature such things as prominently in the shop. My reputation is based upon my dress designs. But of course I do create some more intimate items for discerning customers. I guess I could show off one of my more conservative intimates.”

“Good Rarity. Describe it, and you will wear it.”

Rarity’s eyes closed as the suggestion washed over her and she pictured the outfit in her mind. “It’s a black sweetheart corset that reaches right down to the hips with matching panties and sheer stockings. There is some light skirting, but it’s sheer and only goes halfway down my cutie mark. It’s laced close in the back with a black silk ribbon and the eyelets are made from black star sapphires. The boning is lined with small black opals.” Rarity’s eyes opened and her posture shifted to reflect the new, more scandalous outfit she imagined herself wearing.

“Ohh yes.” Star smiled. “Very good. Start with hands behind your head to get a good shot of the outfit.” Rarity immediately moved her hands up and crossed her fingers on the back of her neck and moved her elbows out to either side while pushing her back out, giving the effect of shoving her heavy breasts even further forward. She tilted her head to the right and closed her eyes, making the pose seem even more intimate, like Rarity had been caught in a private moment.

Star bit her lip and shivered slightly. “G-good, hold just like that,” She managed to shudder as one of her hands drifted down and brushed along her own thigh. Watching Rarity’s flawless poise and exposed body was taking its toll. It was tempting to strip down herself and toy with her own body as she pretended to photograph Rarity’s. That could be risky though. Rarity would believe Star was Photo Finish despite Star looking and sounding nothing like her, but acting too far outside the realm of a photo shoot, as thin a veneer as it was, could lead to a bad reaction. She could stop the shoot and get Rarity back into another edging session, but it was unwise to cut the photo session short. The photo shoot was more than just a voyeuristic game, it was another test of Rarity’s progress and her current limits.

She had to keep with the plan. That meant denying herself a little. She didn’t bother to raise the hairbrush with Rarity’s eyes closed and simply said, “Click...click...click. Yes, very good Rarity. Now, get into a cutie pose.”

The blush from Rarity showed she was familiar with the term, used for provocative poses that tended to have one's cutie mark on display. Older traditions said it was improper to have a woman’s mark visible, though these days most any kind of beachwear would give full view and it was becoming more common to see skirts that just allowed a glimpse of talent.

Rarity laid on her back on the seat cushions across from Star, then scooted so her rear was about half a foot from the wall. She extended her legs up and rested her feet on the wall above her. She moved her left hand to her hips and made a strange motion that Star took a moment to realize was her adjusting the skirting from her imaginary corset in order to fully expose her cutie mark. Once that was done, she rested her head on the edge of the seating, allowing her hair to spill seductively over the edge. Her right hand moved up to rest on her temple and her left trailed down from the edge of the seating. “How is this?”

“It’s…..perfect.” Star gasped. She needed to get a closer look. She stood and walked over to Rarity, remembering to say ‘click’ repeatedly to tell Rarity the camera was snapping. Her eyes pored over every inch of the perfect work of art in front of her.

Rarity’s skin was flawless. Her tummy was tensed just so to ensure her pose was balanced. Her breasts spread and flattened from their own weight, lacking the support of the corset Rarity believed she was wearing. It added a deeper sense of vulnerability to her pose, making it more arousing. Every hair seemed to be right where it should to maximize the allure of her pose. And just as Photo Finish had asked for, her cutie mark was on full display. Star ran her eyes along Rarity’s outer thigh from the knee all the way up to the three blue gems adorning her skin. Star bit her lip and turned to reach up and caress one of her own nipples as her body begged her to indulge in more pleasure.

After a couple ragged breaths, she managed to contain herself and continue the testing. “Very very nice, Rarity. Do you have a version of the corset that doesn’t cover your breasts?”

Rarity looked at Star with wide eyes. “You mean a cincher? I...yes but that would hardly be appropriate for a shoot. Even posing with my nipples covered, that’s just now how I would want to advertise my boutique.” She pursed her lips and looked nervous, as though if she were asked to show off the cincher, she didn't know what her answer would be.

Star had found the limits for now and didn’t want to push them. “You’re quite right Rarity, yes. Sit up and we can see how to finish the shoot.” A look of relief came over Rarity’s face as she moved out of her pose and sat casually on the seat. Star sat next to her and held up the brush that Rarity thought to be a camera. “For now, stare into the camera and every time it flashes, you will sink into trance.”

“Into what? Ms. Finish I don’t under...”

“Flash.” Star said firmly.

Rarity squeezed her eyes shut as though reacting to bright light, and when they opened her look was a slight bit hazier. “I...what did.”

“Flash.” Star said again.

Rarity fluttered her eyes, struggling to hold her thoughts together as the light she only saw in her mind seemed to pull them away. “I don’t...the camera it…”

“Flash...flash...flash.” Star kept repeating the word and each time more of Rarity’s mind trickled away until her eyes stared hazily forward and her body melted into the seat. “Good girl, Rarity, sinking away from your fantasy now, deep in trance, feeling so nice, so relaxed.”

Star had already erased the memory of the orgasm. All that was left was some bookkeeping. “So relaxed and open. When you awaken from trance you will feel very tired and decide to take a nap. Some things you will remember and others you will forget. You’ll remember that I visited you, and that you showed me my dress. You’ll remember how good it felt being around me and speaking to me. You’ll remember that you want to find time to speak to me more often to get that same wonderful feeling. You will forget everything else about my visit. You’ll forget about your fantasy photo shoot. Isn’t that right?”

Rarity gave her soft assent and Star began to slowly prep her to awaken. “When I count to 3 you will put all your clothes back on and then awaken from trance. You will realize you dozed off for a moment and decide you could use a nap. You will forget the trance ever took place. 1...2….3”

Rarity stood up smoothly from her seat and moved over to her dress. Star casually made her way out of the cabin. Rarity was starting to zip her sundress up as Star closed the door.

She took her time walking back to her own cabin. Everything was going smoothly and she enjoyed the chance to reminisce over what she had just done. Her voyeuristic streak had come as a surprise at first. She’d grown to love watching Twilight and Spike perform for her, or have them be unaware of her presence, or let them not realize they were saying exactly what was on their mind. The same had proven true of Rarity. It all made sense though. Watching them follow her suggestions was another form of control. She was not a detached observer, she was watching as others danced on her strings.

Once Star reached the door of her shared cabin she knocked four times. That was the signal that it was safe to open the door. She felt a tickle of magic as Twilight lowered the locking spell that had been placed on the door from inside. The door opened a moment later and Twilight almost jumped into Star’s arms, squeezing her tight. “Mmmmmm welcome back Star.” She grinned, knowing she was being a bit too touchy while outside the cabin. She tugged Star inside and closed the door with her magic then gave Star a quick kiss. “How did it go Mistress?”

“Very well.” Star replied, reaching under Twi's skirt and giving her rear a little squeeze. The princess purred and pressed back into Starlight’s touch. “And how has your project been going?”

“Oh he's been a very good boy.” Twilight replied. They both looked over at Spike. The young dragon was deep in trance, staring blankly at the wall. His pants were around his ankles and his cock was standing straight up. His breath was shallow, occasionally turning into sharp gasps.

Star grinned at Twilight’s enthusiasm. “Who is he with right now?”

“He’s on Applejack at the moment.” Twi noted with a sly grin. She sat next to Spike and put a hand on his head, the signal to listen to Twilight’s words. “Describe what you and Applejack are doing.” She commanded softly.

“Ah….she’s..bent over her family plow...handful of her hair...grinding back into me as I thrust. Ohh I ram into that tight ass over and over and she moans for moreee….”

Star bit her lip, feeling her body warm a bit as Spike described the lavicious activities. She was still a bit pent up after toying with Rarity for so long and seeing Spike so helpless and aroused wasn’t helping. The look in Twilight’s eyes showed she knew just how much Starlight was enjoying the show. The princess moved a hand down to lightly caress Spike’s shaft as she spoke to him. “That’s good. You can feel that Mistress wants you to cum inside Applejack. Fuck her faster and faster until you fill her up. And give that tight ass of hers a spank.”

Spike shuddered and his hips moved just a little to replicate the desperate thrusts in his fantasy. “Yes, Slapping her ass makes her moan even more, push back harder. I’m so close, ohhhh cummmmming, I’m cumming inside herrrr.” Spike moaned with abandon. His cock twitched a little, but the orgasm was only in his mind. Star didn’t want to create a mess, after all.

Twilight licked her lips slowly, then looked over at Star for approval, her eyes glittering in anticipation. Starlight did not disappoint, and sat on the other side of Spike with a grin. “You are such a good little hypnotic helper, Twi.”

Twilight giggled and beamed at Star. She had taken to Star’s instructions on hypnosis with the same dedication she took to any academic subject. Star was easing her into things slowly, but it wouldn’t be too long before Twilight caught up to Star, maybe even surpassed her. Twi always was the better student. That was why people like her caught the attention of Celestia. But no matter how powerful Twilight became, she was now an extension of Starlight’s desires and will. Her achievements now belonged to Starlight as much as her body.

Star leaned into Spike’s side and ran a hand up and down his shaft. It was hard as steel and twitching just a bit. He was pent up too. Unlike with Rarity, though, there was no problem with cutting loose.

“I was thinking maybe Fluttershy next, let him experience a nice slow blowjob. I bet she is quite good at tender loving care.” Twilight suggested.

“Hmmm, I have a different idea. Spike has been such a good boy he should get a proper reward. Has he had a chance to fuck his crush?”

“No, not yet.”

Star grinned mischievously. “Let’s let him enjoy that now. We'll let him cum for real, too.” Star stood and unfastened her jeans.

Twilight quivered as she realized what was going to happen. “Let me get that for you Mistress. I made a new spell just for this sort of thing.” Twilight stood and closed her eyes. Her horn glowed deep violet, and then sent a huge flash of light throughout the room. Star felt a strange sensation over her clothing, like it was dissolving off of her like cotton candy in the rain. She looked down and saw she was now totally naked and her clothes had ended up neatly folded on the seat in front of her. She looked over to see Twilight was naked as well, but was now wearing her collar. “It’s an automatic clothing transfer.” Twilight beamed happily. “Sometimes, speed is of the essence.”

Seeing Twilight’s nude, eager form and Spike’s tranced one, Star’s heart began to race. “I agree. You do the honors and get Spike ready.”

Twilight nodded eagerly and sat next to Spike, putting her hand on his head. “Focus now Spike. Applejack fades away. Taking a moment to catch your breath. Feeling so nice, so wonderful. When I count to three, you’re going to rise out of your deep fantasy and be back on the train. When you do rise up, when you look at Starlight, you will see Rarity.” Spike let out a soft gasp as he absorbed the suggestion.

“It will be completely real to you. Her words will be Rarity’s words, her touch will be Rarity’s touch, her warmth, her scent, will be Rarity’s. You’ll know with all your heart that it is Rarity standing in front of you. And when you wake, you will realize that Rarity wants you, and Mistress wants you to fuck her. You’ll be overwhelmed with lust and will be totally focused on pleasing her. You’ll be so focused on Rarity, that you won’t notice anyone else. You and Rarity are the only ones in the room, and any sight or sound that would tell you there is someone else will just slip out of your mind without a thought. Ready now Spike.” She leaned in close and whispered in his ears. “One...two...three.”

Spike blinked slowly and his eyes focused on the naked Starlight in front of him. He gasped in shock and his hands instinctively moved to his groin to hide his hard on. “R-Rarity? I...I.”

Star gave him no time to say any more and straddled his lap, pushing against him into a warm kiss. Spike’s confusion melted and he responded, pressing back into the kiss, his hands instinctively sliding up Starlight's waist. “Just relax, darling.” Star said, trying to imitate Rarity’s accent for a moment. “We’ll enjoy this together.”

She pushed her hips against his cock and let out a happy shutter as she felt the warmth against her mons. She began to roll her hips as she continued to kiss him deeply, getting herself ready to accept the treat her pet dragon had on offer. She raked her fingers up his taut chest, purring in lust. It didn’t take long for Spike's touch and the memories of what she did to Rarity to rev her body up. She could feel as her nethers grew wet and ready. Soon, she lifted herself up from Spike’s lap and lined up the head of his cock. Then she slowly lowered her hips. As he felt himself entering her, Spike thrust his hips up, pushing in deep and making Star groan in pleasure.

“Ohhh such a good dragon.” Star purred, bucking her hips at a slow steady pace, adjusting to the amazing sensations. Spike's hands moved down to her hips and gripped her firmly, pulling her down with each thrust up.

It felt so perfect, so right. Spike was completely focused on her pleasure. He couldn’t be distracted by thoughts of other women, or flustered by the implications of sleeping with Rarity, or allow his mind wander off to thoughts about some book or job. Every fiber of his being was there in the moment, giving everything he had to Starlight.

As she leaned back to catch her breath from a long kiss, Spike leaned down and wrapped his lips around one of her nipples. “Ohhhhhh Sweet Celestia!” Star groaned and arched her back, pushing her chest deeper into Spike. He began suckling eagerly, fluttering his tongue back and forth and then alternated to her other breast. Her nipples both soon were firm and sent electric bolts down her spine directly into her simmering nethers.

Star bucked faster and faster as her whole body glowed. A hand on her shoulder pulled Star’s attention and she looked over at Twilight. Her pet princess was kneeling on the seat to the right of Spike, staring rapturously at Star. Star could see the desire in her slave’s eyes and leaned in, falling into Twilight’s lips. Twilight wrapped her arms around Star’s shoulders and deepened the kiss, dancing with Star’s tongue.

It was all too much. Twilight and Spike were all hers, mind and body. They would never betray her, never abandon her, and would always focus on her pleasure, just like now. The deep love and devotion she felt from Twilight’s kiss finally brought Star over the edge. She moaned into Twi’s lips as her body shuddered. A moment later, she felt Spike’s cock pulse and cum hard inside of her, extending the wave of pleasure out and leaving her almost light headed.

As Star fell into the afterglow, she slid out of Spike's lap and pressed into Twi. They leaned against the wall of the train, lips pressed together.

“Mmmmm, I love you Mistress.” Twilight whispered between kisses.

“I love you too.” Star whispered back, feeling so perfect in Twilight’s arms. “Let’s get more comfortable.”

Soon Spike was sleeping off his imagined sexual marathon and they were laying along the seats across from him, tangled up in each other. They were pressed in nose to nose, horns crossed, their lips an inch away. They both puckered their lips out to bridge the gap, sharing quick pecks while stroking through each other’s hair. Twilight wrapped one wing over them both and kept the other tucked in and slowly stroked her leg up and down Starlight’s.

Star stared contentedly in Twilight’s eyes. Everything was right with the world when she was wrapped up like this. Twilight was the first to break the silence, whispering gently in between their soft kisses. “So, is Rarity your slave now, too?”

“No.” Star grinned and gave a quick kiss to Twilight’s nose. “Not yet. Not even close. I hypnotized you dozens of times before you were mine. I’ve only hypnotized Rarity three times so far, with a few monitoring trances, but those don’t count towards pushing Rarity further.”

Twilight giggled at the kiss and rubbed her nose gently against Stars. “You’re right. It’s just, Rarity is so much more adventurous than me...than I was. I figured you wouldn’t have to waste all that time loosening her up like you did me.”

“It’s not about the sex, silly.” Starlight giggled in return and squeezed Twilight closer. “It’s just a motivator. Hypnosis can mold your inner self, but it’s not like a spell that imposes change. You need avenues into the mind, ways to take what your subject values and use them as leverage to add your changes. Sex is an extremely powerful motivator, yes. It’s primal, woven into us, irrational and hard to deny. That makes it an ideal path into the mind, but there are many other avenues. Most often you use multiple paths at once.”

Twilight nodded slowly, realizing her offhand question was turning into a new lesson. She gave even greater focus as Starlight continued, “For you it wasn’t just sex, but submission and perfectionism. You’re never happy with half measures. Once you learned you were a natural submissive it was almost inevitable you would want to take that to its logical extreme.

“For Spike it wasn’t just sex but his hangups about his dragon heritage. Once he was convinced that submission to me was the sort of thing a proper dragon would do, everything else became much easier. With Rarity, sex is involved, but it will be more about her sense of generosity.”

“Isn’t sexual generosity just another way to say submissive?” Twilight whispered with a soft grin.

“I suppose.” Star giglged back, “But there’s a special meaning here. I’ve put Rarity on an extended course of denial. She can’t cum unless I tell her to. Spending a long time without sexual release can make the mind weaker overall, make little avenues wider. And, the mind has a way of justifying things after the fact. The mind tries to make sense of its own actions.”

“So Rarity will decide she isn’t cumming because generosity calls for giving others pleasure while denying it to herself.”

“Exactly.” Starlight beamed at her clever pupil. “Now I haven't decided exactly what happens after that. It could be she'll become so desperate for release she'll start to do anything it takes for me to give her that reward. It could be she rationalizes the denial so much, it becomes a new value to manipulate. That's much later, though. I have the next step for Rarity planned out for after we get back from the Crystalling. You may be able to take a more active role in that.”

Twilight nodded eagerly. “Whatever you need of me Mistress.” She looked down for a moment. “It, kind of excites me when we talk about the different ways you’re going to mold everyone to serve you. I know it’ll make them truly happy but it did make me wonder, is that a thought I would naturally have or one you gave me? I wanted to ask, how much of us do you have to change to make us yours?”

It wasn’t an accusation. Twilight’s expression was calm, curious. In her current mindset, the extent of Star’s brainwashing was an academic curiosity. The truth of how far Star had twisted Twilight’s original self was irrelevant compared to the Truth that she was Star’s property.

Star could be completely blunt if she wanted. She could even even order Twilight to play with herself while she revealed just how far back the hypnosis started, how practically everything Star had ever said to her had been a lie, a way to manipulate her until she was too far gone, until she had become the perfect Twi-slave she now was. She could watch as Twilight came and thanked Star for her clever deception.

And yet…”It’s complicated, pet.” She muttered back to Twi. Why was she equivocating? Was it so hard to break old habits? She couldn't put words to it, but it still felt easier to lie to Twilight even now when the truth could not hurt her.

“Remember how you told me that your friends all distrusted Zecora at first? They were convinced she was dangerous. It took barreling into her home and accusing her of cannibalism before you all realized your mistake. You realized Zecora was always a good person. It just took extraordinary events for you to realize the truth. It’s the same with me. You and your friends will only be truly complete and happy when you submit to me, but none of your friends realize that yet. Just insisting that it’s true isn’t enough to convince them. It takes extraordinary means to help them see it.”

Twilight nodded slowly. “I understand what you mean, Mistress. It's like how I never understood my submissive side until you moved into the castle. That part of me was there all along but it took a trigger for the puzzle pieces to fit together.”

“Exactly. Not all of your friends are perfect submissives like you, but each, for their own reasons, will find true happiness in my control.”

“And I’ll be there to help them realize it.” Twi stared earnestly in Star’s eyes and planted more soft kisses. The two quickly melted together.

Star pulled back eventually to catch her breath. “Thank you pet. If you’d like, you can come help me get started with another of your friends.”

“Of course, MIstress.” Twilight beamed. “Who are we going to visit?”

“I haven’t decided yet. We need to get dressed first.”

Twilight quickly cast Caster Nova’s Coverup to clean them both of all the signs of lovemaking, and then used her clothing teleportation spell to instantly dress them both. Star locked the door behind them to keep anyone from wandering in on Spike and then looked around her. To the left were the two cabins where Fluttershy and Pinkie were staying. Another car down and to the right were the two cabins for Applejack and Rainbow Dash. Star grinned and wrapped around Twilight’s waist, pulling her close. She raised up her other hand and extended her finger, moving it around.

"Eeny, meeny, miny, moe..."

Author's Note

...catch a lemur by the toe.

The events in this chapter were originally intended to be half of a chapter, but they became more involved and extended, so you'll have to wait till next week to see who Starlight is preying on next and how things work out. Taking all bets :P

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