Intellectually, Twilight knew she was still on the train, but mere reality was nothing compared to Mistress Starlight’s power. In all the ways that mattered, Twilight was in The Library, bent over one of the mahogany research tables. Her wrists were bound together and held by a rope tied to the ground, keeping her arms stretched out flat in front of her. Her wings were bound together with a leather binder. Her ankles were shackled to a spreader bar, holding her legs wide. The skirt of her librarian outfit was hiked up and her panties pulled down.

She let out a yelp as a riding crop planted another stinging blow on her exposed rear. The strike left a sharp pain that made Twilight’s back arch and her pussy simmer. “So, you hesitated?” Her teacher asked in that sonorous voice, standing behind Twilight, out of sight.

“Y-yes!.” Twilight cried back. She yelped as the riding crop struck her again.

“My poor Twilight,” The voice chided. “If you pause to decide whether to follow an order, is that really being obedient?”

“No...no it isn’t,” Twilight replied mournfully. Confronting that failure again made a lump rise in her throat. If she was not a good slave for her Mistress, then she was worthless. “But...but Mistress forgave me.” Twilight offered, hoping this fact could push the lump in her throat back down.

“Yes, she did. However, there is something far more important than that.” The crop cracked against Twilight’s upper thigh. Then Twilight shivered as she heard the sharp clicking of heels on the floor. Her teacher walked around the desk into her line of sight. “I’m here to make sure you’ve forgiven yourself.” Celestia purred.

The Celestia of her mind, the one she’d collared to signify her obedience to Starlight, was now there to reinforce Starlight’s will. Her crown was gone, replaced with a golden collar with a copy of her cutie mark on the front. She was wearing a tight black leather corset that pulled in her waist and squeezed tightly around her breasts, maximizing her cleavage. The only other items she wore were black silk elbow gloves and stockings, leaving her cutie marks and shaven pussy fully exposed.

The twisted dominatrix version of Celestia looked down at Twilight with that same firm but caring expression she gave when Twilight was missing the point of a lesson. “You feel very guilty about letting your Mistress down, but Starlight doesn’t need your guilt, only your obedience.”

Twilight stared up in confusion. “I..but how can I not feel guilty about letting Mistress down?” She squirmed in her bonds, struggling to focus on the lesson instead of her mentor’s exposed nethers. Knowing it was in her mind did little to soften the emotional shock of seeing her in such shocking garb.

“Guilt can help guide us on where we’ve erred and can help to correct past mistakes,” Celestia continued, “but once we have learned and grown, it becomes a distraction and hindrance. Have you learned what you did wrong?” Celestia put the riding crop under Twilight’s chin, forcing her eyes up to gaze into the princess’.

Twilight nodded weakly. “Yes, I let Rainbow’s distress distract me from obedience. I won’t hesitate again, no matter how scared or angry my friends seem to be, I’ll be truly obedient.”

“And yet, you still feel guilt and shame. Next time you need to obey your Mistress in a tense situation, you should be thinking about how to best obey. If you're distracted by thinking about past failure or preoccupied with thinking, ‘This time I won’t let her down,’ your judgment will be compromised. Feeling guilty will end up making you less obedient.” Celestia gave her a playful grin. “So why do you feel guilty? Perhaps you want to.”

Twilight panted slowly, trying to calm her body enough to think coherently. “Why would I want to feel so awful though?”

“You know the reason, my clever student. You just have to think it through.”

Twilight closed her eyes, trying to think through what her mind was telling her. The more she thought about her mistake the worse she felt. It was easy to get caught in a loop of grief. Guilt seemed to just lead to more guilt. And yet, part of her embraced it, part of her wished more and more pain and anguish to be laid on her heart. She opened her eyes and gazed up at Celestia, the answer now clear. “I believe that I deserve to feel awful.” She answered.

“Very good Twilight, you’re exactly right. Your Mistress didn’t punish you because she is compassionate, but you feel there is a debt that cannot be paid unless you are punished. After all, guilt is how we punish ourselves.”

Twilight nodded, the joy of correctly answering Celestia assuaging some of the sensation. “But what do I do?”

Celestia smiled warmly. “There is no way to convince your subconscious that you don’t deserve punishment. We simply need a more efficient punishment than guilt. That’s what I’m here for, Twilight. We can whip all the guilt out of you.”

The realization sent a wave of arousal through Twilight’s body. Suddenly it was so clear, and the answer so appropriate. “Ohhh, yess Princess Celestia. Punish me and make me a good slave.”

“But of course, my dear student.” Celestia smiled warmly before walked to Twilight’s side and giving her a heavy whip with the riding crop. The blow made Twilight gasp for air in shock. Celestia had been holding back before and the pain of the strike rocked her whole body. With her lungs full, the next strike made her scream out. Her body tensed and strained against her bonds in a feeble attempt to escape the pain of the crop. But the pain was exactly what she needed, it was her penitence. “I’m sorry I failed you, Mistress.” She cried out.

Another blow cracked against her thigh, and she screamed in cathartic agony. “Ahhhhhhhhhh! I’ll always obeyyyy.” Another strike landed square on her ass, leaving Twilight moaning as the pain began to fuel her arousal as well. With every strike, Twilight declared her obedience and purpose.

“I will always obey,” *smack* “I exist for Mistress Starlight.” *smack* “Mistress is always right.” *smack* “My purpose is to always serve.” *smack* “I’ll help Mistress enslave Rainbow Dash.” *smack* “I’ll teach Rainbow and everyone else that obedience is magic!” Twilight fell into a rhythm, losing track of how long her punishment had lasted. Eventually, she lost track even of the individual blows and recited her improvised mantra automatically between strikes.

It took her a full minute to notice the blows had stopped. In their place were eerie silence and the dull burning sensation from her backside. Her cheeks were wet. Twilight realized she had been crying. Despite the pain and tears, the lump in her throat had been replaced by a deep sense of peace. The clicking of Celestia's heels preceded her teacher's appearance within her field of view. Celestia held up a large mirror, angling it just right. “Have a look, dear.”

Twilight gazed with wide eyes into the mirror, seeing the results of Celestia's work. Her ass and upper thighs were cherry red, punctuated by deep maroon bruises in the shape of the crop where Celestia had really put her weight into a strike. Twilight felt oddly proud of the sight.

“Feeling better, my faithful student?”

Twilight nodded slowly. She had found her penitence. “Yes, Princess Celestia.” She said with a ragged sigh. “I’m focused only on obedience now. Thank you for helping me.”

“It’s my pleasure, Twilight.” Celestia smiled. “I know you’ll serve your Mistress well. It’s time to rise up from The Library and serve.”

Celestia struck her with the crop one last time for good measure, making Twilight cry out one last time. The sound of her voice began to grow distant as she woke from trance and found herself staring at the door of the train cabin. She wasn't wearing the librarian outfit but her regular knee length skirt and a casual pullover blouse. She blushed as she felt the contrast of reality hit her, realizing how ridiculous it was to be screaming in pain in her head while standing silently off in the corner.

She reached down with one hand to feel her rear end. There wasn’t any soreness or pain there, only ghost tingles that hinted what her mind had perceived. She was disappointed. Her bright red ass was symbolic of her absolution, and while it was no less real from being only in her mind, Twi wished she could show it to Starlight, to prove what a good slave she was. But her mind was clear and helping with Rainbow Dash was the priority now. She turned away from the door to assess the current situation.

Rainbow Dash was still sitting in trance where she’d been before. Starlight was sitting next to her, whispering something in Rainbow’s ear that seemed to elicit a little grimace from the pegasus. Twi felt the urge to leap into Starlight’s arms and squeeze her tight, to be pet and assured she was a good slave. She did not wish to disturb Starlight’s work, however, and remained silent. Denying her own desires for the sake of her Mistress’ was the foundation of submission.

Thankfully it did not take long before she noticed Twilight had awakened. She walked over to Twilight and embraced her warmly. “Welcome back, Twi-slave. How are you feeling?”

“Obedient,” Twilight purred back, clinging onto Star, feeling so helpless and right in her Mistress’ grasp, “Your Twi-slave is eager to serve.”

Star grinned and pulled Twilight into a warm kiss. “That’s good to hear, slave. We have a lot to do and we only have an hour and a half before dinner. While you were getting refocused, I’ve been testing the waters with Rainbow.”

Twilight nodded slowly, forcing herself to focus on the task at hand. With how hard Rainbow had fought earlier, she expected Dash wouldn’t submit easily. There were ways to break through resistance, of course. She’d read about several approaches from Hypnotica Principala, the books that Mistress had given her to read. Most techniques required some level of rapport and trust, however. There were ways to break down even the most resistant subject, but they were slow and arduous. There were two hours until dinner time, and there were less than two hours until dinner. Based on Starlight’s expression, however, Twi could see her Mistress already had a plan. “What do we do, Mistress?”

“We’re going to completely shatter her resistance in three steps. The third step is the most important and you play a very critical role.” As her Mistress explained, Twilight grew more and more excited.

Once the plan was clear, both Twilight and Star turned to Rainbow. After the constant cycles of tensing and relaxing, she was completely limp in the seat, except for the notable tension in her brow. Starlight sat next to her and began to run her hand slowly over Rainbow’s tummy. “Listen to my words and obey, Dashie.” She whispered into the pegasus’ ear.

Rainbow’s brow furrowed even more and she struggled to reply back. “N-no, won’t obey, I won’t listen to you.” The control of Rainbow’s body had obviously not extended any further. Rainbow had dug in to defend her mind.

“That’s fine, Dashie.” She responded calmly. “You’re fighting for now, but you do have to listen. My words echo in your mind. You can’t escape them. You will listen and eventually you will choose to submit. Once you submit, it will feel so wonderful. Do you want to submit now, Dashie?”

“N-never,” Rainbow grunted. “Will fight...beat you...save Twilight.”

“That’s fine. I’m going to take you deeper and deeper. As you go deeper it will be harder to resist my words. Eventually, you’ll be so deep, you’ll want to submit.” The expression on Rainbow’s face showed she was determined to fight for every inch, but also a part of her worried that the inevitability Star promised was true.

Star motioned to Twi, who focused her magic around Rainbow, puppeting her limp body into a standing position with her hands raised above her head. Star moved behind Rainbow and gripped her sports bra. Twilight moved in front of Rainbow, pressing close against Dash’s athletic body. She had hugged Rainbow many times, but now the feel of Rainbow’s warm body made her shiver happily. She spared a moment to wonder if Starlight had primed her to become attracted to her friends, or if after becoming so bound to Starlight she just now naturally noticed the allure of women. The answer to the question wasn’t relevant to her task, however, and she quickly gripped Rainbow’s running shorts.

“As your body becomes totally exposed, feel how you go ten times as deep.” Starlight whispered to Rainbow. She started to carefully pull the top away from Rainbow's wings and arms. Twilight lowered herself to the floor of the cabin, pulling Rainbow’s shorts with her. Her eyes gazed over each new inch of skin revealed on Rainbow’s body and let out a soft gasp as she stood an inch from the neatly trimmed strip of rainbow-colored fuzz on Dash’s mound.

Once the running shorts were in a pool at Rainbow’s ankles, Twilight slowly stood, letting her eyes run along Rainbow’s toned, firm body. She had never seen Rainbow this exposed, and as she stood fully, she impulsively fondled Rainbow’s breasts, encircling them easily with her fingers. The touch and sensation of nudity made the pegasus shiver, but she soon became limp again.

Twilight repositioned Rainbow to lay face down across the seat. She knelt in front of Rainbow’s head and began to massage her shoulders. Star straddled Rainbow’s rear and began to slowly preen and caress Rainbow’s wings, working the magic she had on Twilight in the past. This was step one: deepening through massage. Muscle relaxation would help Rainbow become more sharply focused on auditory stimulus and better bring out her subconscious mind.

“Good girl, Dashie,” Star cooed in a patronizing tone. “Feel how your body relaxes more and more, how you slip a little deeper as the massage works away all your tension and resistance.”

Rainbow replied with an angry growl but was unable to resist the touches or stop the obvious relaxation the massage was providing. Twilight moved her hands up from Rainbow’s shoulders and worked on her neck, digging into the spot where her neck and scalp met. She always had a lot of tension in those spots and found Rainbow was the same, eliciting whines from the pegasus as Twilight’s hands banished the tension there.

“You’re sinking a little deeper.” Star whispered, “Your resistance falters a little more. Feeling how as your muscles relax even deeper, my power sinks deeper.” Rainbow let out little gasps and shudders when Twilight or Star found a particularly sore or tense spot on her body. As Star was working on Dash’s left wing, the right hung limp and partially spread, leaning over the seat. “Feeling so relaxed, feeling so open. Feeling how soon, you’ll be just as enslaved as Twilight.”

At the mention of Twilight, Rainbow’s entire body went rigid for a split second. Her right wing quickly tensed and folded back up to her back. Twilight looked down at Rainbow’s face, seeing the deep scowl of her ironclad resistance.

Star continued the massage of Rainbow’s wings for another ten minutes, alternating between emphasizing the relaxation and taunting her with Twilight’s enslavement. While the signs of Rainbow sinking deeper into trance were evident, there was no indication of her resistance wavering, especially when Twilight was invoked.

Star stood up and moved closer to Rainbow. “Can you hear my words, Rainbow?” she asked softly.

“Yyyess,” Rainbow whispered back.

“Are you ready to submit to my words?”

“N-never. I’ll never stop fighting.” Her voice was much further away from her deeper state but maintained the same iron certainty. There was an hour and fifteen minutes before everyone would be meeting in the dining car for dinner.

“That’s fine, Dashie,” Star replied. “You slip a little deeper each time. Eventually, you will slip so deep you will want to submit to my words.”

“Will never submit to you.” Rainbow managed to reply.

Twilight set Rainbow back down and moved to the other side of the pegasus and started rubbing her feet. Starlight took the spot where Twilight had been kneeling and started to massage Rainbow’s temples, allowing her to whisper far more intimately as she worked. “Feel the relaxation from your feet all the way up to your temples. Impossible to resist when you are so so relaxed. Feel how your resistance weakens more and more.”

They continued to massage away all of Rainbow’s tension. Star continued to chant about relaxation, about losing any ability to resist, about sinking deeper and deeper. After another fifteen minutes, she posed the same question to Rainbow. “Are you ready to submit to my words?”

“No, I’ll never submit,” Rainbow whispered back. Rainbow had been pushed so deep that her defiant tone was gone, but her certainty of resistance was just as matter-of-fact.

Twilight lifted Rainbow’s body up from the seat and shifted her into a sitting position, resting her in Starlight’s lap. “You’re so so deep now, Dashie.” Starlight whispered softly in Rainbow’s ear. “You can feel how my words echo a little deeper, how it’s harder to resist submitting. Now you’re going to feel such deep pleasure as you focus on my words. The more pleasure you feel, the more your resistance sinks away.” Star reached under Rainbow’s arms and pinched the pegasus’ nipples and gave them a firm tug. Rainbow gasped at the sudden assault and arched her back, pushing her chest forward. Starlight looked in Twilight’s eyes, then shifted her gaze to the ground. In response, Twilight knelt in front of Rainbow.

Twilight shuddered in anticipation as she slowly spread Rainbow’s legs. Star was still whispering about pleasure, but Twilight was completely focused on the view before her. She’d only had a second to stare before but now took her time gazing at Rainbow’s neatly trimmed rainbow colored bush and her open folds. As she leaned closer, Twilight giggled softly as her mind reflected on the differences and similarities between Rainbow’s pussy and Star’s. Rainbow was about to be the second girl Twilight ever ate out but would be far from the last. At her Mistress’ command, she expected she would find herself kneeling just like this in front of all of her friends sooner or later.

She started slowly, kissing Rainbow's mons, feeling the tickle of hair on her nose, then planted another kiss on Rainbow’s hood. She was rewarded with a slight twitch of Rainbow’s hips. She began to lick slowly up and down the length of Rainbow's inner lips, ending each one with a flick along Rainbow’s hood. Rainbow's body started to respond and Twilight purred as she was greeted with the sweet taste of Rainbow’s nectar. This was the second part of the plan. Sexual pleasure would erode Rainbow’s rational mind and make her more and more reliant on instinct and her subconscious.

With steady, focused experimentation, Twilight found the right pattern to drive the pegasus wild. Rainbow’s clit was more sensitive than Star’s and also able to handle a lot more intensity. Twilight swirled her tongue faster and faster until Rainbow cried out in bliss and her thighs clamped around Twilight’s head. Twilight continued her assault until Dash finally went limp and there was space for Twilight to catch her breath in a series of long gasps. She felt the same intoxicating glow that she did when she worshipped Star in this way, but it was accentuated by the new sense of anticipation, knowing the act was part of Rainbow’s enslavement.

Once she had recaptured her composure, Twi looked up at Star. Her Mistress smiled down at her and motioned to come sit. It was time for the third step, the one that would destroy all of Rainbow’s resistance.

Star held Rainbow close and whispered into her left ear. “So good, Dashie, cumming hard, taking you a hundred times deeper. You’re getting so close. You won’t be able to resist. You will submit, you will obey.”

Twilight sat on Rainbow’s right, grinning madly. With her face still covered in Rainbow's nectar, she whispered, “Don’t listen to her, Rainbow, you can fight this.”

“T-Twilight?” Rainbow Dash gasped in surprise.

“That’s right, Rainbow, it’s me.”

“Oh, Twilight! I’m fighting for you, I’ll save you...no matter what Star did I...”

“I know, Rainbow. You’re doing so well. Watching you stay so strong has given me the power to fight back. I’m fighting Star’s control just like you.”

“I knew it, I knew you could fight back.” The relief in Rainbow’s voice was palpable.

“Her control is still strong, but we can win if we fight her together,” Twilight whispered, suppressing a joyful moan as she watched the play of emotions over Rainbow’s face. “Focus on my voice and Star’s voice will fade. I can guide us to a place where Star can’t control us. Just focus on my words, let my voice be the one that echoes in your mind and we will both manage to break free.”

Rainbow’s expression went slack as she absorbed the words. Her furrowed brow spread out and a thin smile replaced her earlier consternation. Twilight suppressed a shudder of joy and continued on her task. “Are you ready to follow my words, Rainbow?”

“Of course, Twilight. We can do it together.”

“I know we can.” Twilight purred. “Just feel how my words sink deeper, melting deeper into your mind. The more you open your mind to me, the more we can resist Starlight’s power.”

They repeated the massage from before with Star at Rainbow’s wings and Twilight massaging her temples, but now Twilight was the one speaking, guiding Rainbow deeper and deeper. In between her trance patter, Twilight stole glances at Star, still amazed at her Mistress’ genius.

Starlight had known any traditional approach would have failed. Rainbow Dash had been put under knowing that Twilight was in danger and the Element of Loyalty would never give in under those circumstances. There was no technique powerful enough to break down Rainbow’s resistance in time for dinner. Instead, Star had worked to create a blind spot in Rainbow’s resistance. That was why she had kept emphasizing Twilight’s submission throughout the process, why she had made her insistence on Rainbow’s eventual defeat so stark and used the nickname Dashie. All these choices allowed Rainbow to become fixated on Star as the enemy to overcome.

The deepening techniques had served their purpose as well. Even with an iron resolve to resist Star, Rainbow’s judgment could not help but be influenced by trance. After putting everything into her fight against Star, suddenly Twilight was there with a lifeline, with a path that allowed friendship to overcome Star’s hypnosis. So lost in trance logic, Rainbow embraced this opening without question. Sinking deeper for Starlight had been defeat and enslavement but sinking for Twilight meant victory and freedom. Now that it was under Twilight’s guidance, Rainbow submitted eagerly.

After the massage, Twilight guided Rainbow to sit down to repeat the sexual conditioning. “Good girl, so nice here. Feel how deep you are as you stay focused on my voice. Feeling how your body warms slowly, how you begin to feel horny, how your body tingles for release. With every breath, feel the need to play with your body increasing. Still so safe in my voice, so safe with me here.”

Rainbow’s nipples stiffened as she responded to Twilight’s words. She was too far gone to question how masturbating was involved in fighting Star. She began to pant and one hand dipped between her legs while the other moved to her breasts and gave one nipple a firm pinch. Twilight continued to offer warm encouragement while staring raptly at her friend’s ministrations.

It occurred to Twilight that how someone played with themselves was one of the most intimate pieces of knowledge you could have. Not even lovers always saw this side of each other (as Twilight had learned one night when Rarity had one apple daiquiri too many). But here was Rainbow Dash, unconcerned with the exposure of this sacred rite. Twilight studied carefully, noting how aggressive Dash was with her nipples, tugging and pinching them mercilessly, how she was lightly grinding her wings against the back seat cushion, how her fingers circled and teased her clit and an incredibly rapid pace, yet with an assured, practiced grace. Like with all things, Rainbow worked quickly. She soon pushed herself over the edge and let out a cute moan, an octave higher than her usual voice.

Twilight sat next to Rainbow and pet through her hair as her friend recovered from the climax. “Good Rainbow, sinking deeper for me, mind completely open. Accepting my words, feeling them echo in your mind. Repeat to yourself, ‘Twilight’s words pull me deeper, they echo in my mind,’ until I say to stop.” Twilight quickly cast a silence spell around Rainbow and looked over at her Mistress, who had been watching from the other seat. The look of satisfaction on Star’s face was the greatest reward Twilight could imagine. “How did I do, Mistress?”

Starlight stood up and smiled so happily at Twilight, it looked like she might break into applause. “You were brilliant, pet. You had just the right tone and words ready for every step. You have Rainbow completely wrapped around your finger.”

Twilight beamed and dashed into Star’s embrace, kissing her deeply and holding her tight. “And I’m wrapped around yours, Mistress.” She pressed herself into Star, feeling intoxicated from the mix of Star’s praise and her own accomplishment with Rainbow.

“I’m very proud of you Twi-slave, but there is still more to do. There are about twenty minutes till dinner. We have just enough time to lay down the foundation for her submission.”

“Of course,” Twilight nodded. “What’s the plan, Mistress?”

“Rainbow is under your control Twilight. Besides, you know her better than I do. This can be an obedience lesson. How would you begin her enslavement?”

Twilight paused and looked back at Rainbow, still sitting naked and silently repeating the mantra Twilight had given her. The sight suddenly took on much more weight. Before, conditioning Rainbow had all been an act of obedience, serving as an extension of Starlight’s will. Now she was being told to take the reins. Rainbow would be hers to control. The implications made her heart flutter with excitement. As a plan quickly formed in her mind, she grinned mischievously at Star. “I know exactly what to do.” She walked back to Rainbow, dropped the silence spell and began to whisper new suggestions to the deep pegasus.

“Ten-hut!” Twilight called out firmly. Rainbow Dash stood smartly at attention, staring straight ahead. Her wings were clutched in tight against her back, her nipples were stiff and poking straight ahead with her gaze. A slight shift in her eyes showed she was aware of Twilight circling around her, but she worked as best she could to keep staring obediently ahead. “So recruit, are you ready for your special Wonderbolt evaluation?”

“Yes Ma’am!” Rainbow replied sharply.

“You don’t look like it to me,” Twilight replied, working to keep her voice as firm and loud as possible. As she circled behind Rainbow she ran a finger lightly up Rainbow’s spine. “You look like the type of pegasus that thinks just because she’s the best flyer in whatever podunk town she came from means she’s good enough to be a Wonderbolt.”

Twilight continued her path and ran her fingers along Rainbow’s tummy. “I’ve seen it a million times. Your type shows up thinking they’re the best we’ve ever seen and then you end up washing out in the first week.” She circled again, caressing over Rainbow’s ass, pinching her nipples, and finally ran her fingers over Rainbow’s bare pussy. “Are you just another washout?”

“N-no, Ma’am! I’m ready for anything you throw at me.” Rainbow replied back, clenching her jaw to avoid reacting to Twilight’s touches and gropes.

“We’ll see, recruit. Get on all fours and give me a hundred pelvic thrusts.”

“Yes Ma’am.” Rainbow quickly dropped down into position and began to twerk and thrust her hips like she was being taken from behind by an invisible lover.

Twilight bit her lip as she watched Rainbow dance on her strings. The rush of control made her shudder. “You’re not getting tired, are you recruit?”

“No, Ma’am! I’m not even breaking a sweat.” Rainbow replied back firmly, continuing her lewd performance. Twilight purred happily. She had been right about how to begin controlling Rainbow. Being a Wonderbolt was her greatest dream. Wrapped up in trance logic, as long as it appeared to be part of the process of becoming a Wonderbolt, Rainbow would do almost anything. After one hundred thrusts, Rainbow froze, remaining on all fours. “Finished, Ma’am.”

“Very good, recruit.” Twilight purred, feeling a little bolder. “Now let’s test your core strength. Turn over and give me a hundred sit-ups with your feet under my knees.” Twilight knelt down on the ground in front of Rainbow with a wide stance. Rainbow quickly complied, her legs spread to match Twilight’s pose. Twilight licked her lips and watched closely as all the muscles in Rainbow’s tummy tensed and she began her reps, totally unconcerned with how exposed the pose made her. As she continued, Twilight reached out with one hand and began to stroke along Rainbow’s exposed slit. It made the pegasus shudder, but she managed to keep her composure.

“Having fun?” Star knelt behind Twilight and nibbled her ear. “You’re being a bit clinical, don’t you think?”

Twilight shivered and arched her back, pressing back into her Mistress. “I wanted to keep it sounding like exercises.” She whispered back. Rainbow could not see or hear Starlight, but Twilight had to make sure her own voice was low so Rainbow would ignore her as well.

“I understand, pet. I expect you can go much further. It’s entirely up to you, though. Rainbow is in your power, not mine. You decide how she serves.”

Twilight stared down at Rainbow as her head swam with memories of all the ways she had served Starlight. For the first time, she wondered what it must be like on the other side. As she stared, Rainbow completed her hundredth sit up. “Finished Ma’am!” She stared at Twilight expectantly with total focus. She was waiting like a tensed spring for her next command. The thought made the flutter in her heart spread to her stomach.

Slowly, she stood up, keeping her eyes on Rainbow, and sat down on the cushioned seats. She reached down and pulled off her shoes and socks and stretched her feet towards the pegasus. “I need my feet rubbed, recruit. Hop to it.”

“Right away, Ma’am!” Rainbow moved to Twilight’s feet and worked to rub along her arches. Twilight let out a warm sigh, discovering that Rainbow was quite good at this. As active as Rainbow Dash was, it made sense she would know how to deal with tense muscles. Rainbow followed her task with the same intensity and focus she did everything that involved becoming one of the Wonderbolts.

Twilight wondered if this was how she looked when she was at Starlight’s feet. There was a hypnotic quality to the devoted focus in Rainbow’s eyes and for a while, Twilight kept her gaze focused on Rainbow, breathing a bit faster as witnessing just how deeply she had her friend under control began to heat up her body. She glanced over at Starlight, who gave her a little nod of approval. The simple gesture made her shiver, feeling the rush of submission and control at the same time. She wanted to go further, she wanted to see Rainbow obey even more. “S-start kissing up my legs, recruit.” She said with a shudder.

Rainbow complied with the same focus and precision as before, planting a series of slow kisses over Twilight’s ankles and shins. Her lips were warm and always found a new place that had not yet been kissed. Twilight was soon panting in anticipation. “Yess, just like that, but up more, higher now.” Once Rainbow made it to Twilight’s knees, Twilight gripped Rainbow’s head with one hand and hiked up her skirt with the other. “Here recruit!. Get your tongue working on my pusssaaahhhhhhhhh.” Rainbow cut off Twilight’s sentence as she immediately pulled Twilight’s panties aside and started licking carefully over her folds. A couple moments of squirming allowed Twilight to pull her panties down her legs and allowed Rainbow to work unfettered.

Her work was inexperienced but intense. Feeling the raw focus that Rainbow put into obeying did as much to stimulate Twilight as Rainbow’s tongue. In between moans and gasps for breath, she did her best to guide Rainbow properly. “Slower..slower, yessss...now trace along my inner lips and then dip inside….ohhh circle more with your tongue...ohhhhhh Celestia I’m going…” Twilight moaned and arched her back before tumbling over the edge.

When she had recovered, Twilight looked down at Rainbow, who had perceived that cumming brought the end to her most recent command. She remained kneeling, focused on Twilight. “Mmm, good work recruit. Stand back at attention.” Twilight purred as Rainbow shot up to a standing position, stiffly waiting for more commands. Twilight took a moment to lower and straighten her skirt and regain some composure.

“Now recruit, we have one more thing to take care of.” She began with a grin. “You have memories of Starlight hypnotizing you, correct?”

“Yes Ma’am, and she enslaved Twilight,” Rainbow reported.

“Erase those memories from your conscious mind, recruit.”

“Yes Ma’am, they’re good at gone.” Rainbow’s eyes closed for a brief moment and her eyes fluttered under her lids. Then she looked back at Twilight expectantly.

“Very good recruit. What you’ll remember is that Starlight and Twilight left after you showed them your Cloudsdale mobile. Right after they left you decided to take a nap. Do you understand?”

“Yes Ma’am,” Rainbow replied with a sharp nod. Twilight reinforced the new memory once more and then double checked, having Rainbow recite back what she remembered, then directed Rainbow to get dressed.

Star giggled and hugged Twilight behind as they both watched her dress. “She definitely is motivated to be a Wonderbolt.”

“Rainbow Dash wants to be the best at whatever she’s doing,” Twilight whispered back. “When it’s the Wonderbolts as well, she’ll be sure to go all out.”

“I would love to see how competitive she gets with a few other activities. Sadly, we need to wrap up. We’re going to end up a few minutes late to dinner.”

Twilight nodded and as soon as Rainbow was redressed, guided her out of the evaluation mindset and laid out her final commands. “When I snap my fingers, you will count to twenty and when you reach twenty, you will awaken as though waking from a nap. As you awaken, your conscious mind will not have the memories of being hypnotized, only of napping after we left. And whenever I tell you that it’s time for special training, you will sink back into this deep focused place for me. Isn’t that right?”

“Yes,” Rainbow replied with a soft smile.

Star and Twilight did a final pass over of the cabin and made sure all evidence of the sex and hypnosis was gone. Twilight snapped her fingers and the two of them quickly slipped back into the train hallway.

As soon as the door shut behind them, Twilight shivered in excitement and wrapped around Star. “Mistress, that was amazing! It was...wow, this must be how it feels for you all the time.”

Star turned her head and kissed Twilight warmly. “I’m glad you liked it, but you need to calm down unless you want the whole train to know.”

Twilight grinned bashfully and kept quiet as they both hurried back to their own cabin. Once there, they prepared Spike’s mind for mixed company and then redressed. As Twilight helped zip up Starlight’s blue dress, her Mistress looked back at her. “I’m glad you had fun with Rainbow. It seems like you have a few dominant urges that can come out once your submissive side has been better sated.”

“I definitely see the appeal now,” Twilight replied with a giggle, but then grew contemplative. Just like the feelings of guilt, understanding the sensations she’d had dominating Rainbow would help her serve better.

“I was surprised by the rush of it.” She began to explain to Star. “The feeling was totally different from when I broke Rainbow’s resistance. For that, I wasn't so much controlling Rainbow as being a tool for you to control her. After you gave me free reign….I’m not entirely sure how to describe it. The closest I can come up with is that feeling of when I’ve finished everything on my checklist, but with sex mixed in.” She offered a weak smile to note the failure of her description.

Star laughed and stroked Twilight’s cheek reassuringly. “You’ll get a better feel for that sensation soon. After all, Rainbow doesn’t respond to my voice right now, only yours. After we get back to Ponyville, it’s going to be your job to condition and mold her until she accepts me as her mistress.”

Twilight blushed, “Oh I’ll have to plan out new techniques to help wear down her resistance, and methods for the others.” She offered Starlight a grin. The idea of tricking her friends, of enslaving them no matter their protests now made her heart beat faster in anticipation. The hesitation from before was truly gone. She would serve her Mistress perfectly.

“Very good girl,” Star replied, moving her hand from Twilight’s cheek to her chin, staring deeply into her eyes. “I’m looking forward to seeing what you come up with. But one step at a time. Before we head to dinner, there is one last thing to do.”

Then Starlight spoke, and the bottom fell out of Twilight’s mind.

Author's Note

Finally! This has, based on PM's and comments, to be one of the most highly anticipated chapters and I'm sorry it took as long as it did. No one is more frustrated by the delays than me, but I like how things came out and hopefully, everyone else will agree it was worth the wait.

Alert me of any typos by PM ^^

This chapter has a darker turn with the initial scene in The Library. (I always assume you've read the chapter before you get here because the author notes are on the bottom, so watch for mild spoilers.) It draws inspiration from work I've read from people in the BDSM scene discussing the emotional experience of such sessions. It felt like a very appropriate allegory of the emotional turmoil of Twilight trying to deal with the cognitive dissonance of her submission and love of her friends, as well as a representation of what Starlight is willing to put someone through to ensure her power isn't questioned.

Your mileage on such scenes will vary. Scenes like this will be pretty rare, and this scene represents the extreme limits of what you'd expect for such moments in the future.

I'm going to work next on getting a chapter of Lemur Trouble released next and might throw together a blog post to discuss my general thoughts on mind control as a kink, as inspired from a commenter that referenced 50 Shades

As I blow through my self-imposed deadlines time and again, I won't offer any specific estimate of the next chapter for OiM, but I would expect it to be on the order of weeks, not months. Haven't decided what the next chapter's name will involve the group dinner on the train.