The Cloud House was still a little intimidating for Twilight, even though she was now able to fly and stand on the clouds like a pegasus. Going through most of her life without wings, the idea of casually living in the sky seemed terrifying. On her first visit ages ago, before becoming the Princess of Friendship, she’d had a nightmare about sleepwalking out of the house and plummeting to the ground.

Twilight put those thoughts aside as she stepped forward to Rainbow’s front door and gave a knock. She’d made a promise and it was important to keep it. It’d been about three days since everyone had returned from Flurry Heart’s Crystalling. Twilight had needed a little time to read more about hypnosis from Star’s book and make a plan for how to proceed with trances. She’d held off on making the big announcement about her relationship with Star until this could be fixed. It didn’t seem right telling everyone until Rainbow had worked out whatever was causing her subconscious anger.

She’d also been doing some research on dream magic. Star had been struck with an awful nightmare on the train ride home and had asked Twilight to look into ways to avoid them. Luna could only see so many dreams per night, it was true, so Twilight had agreed to see what else could be done. There was not much information on dreaming, unfortunately. The banishment of Nightmare Moon had left Equestria without any experts on the subject.

She had enough information to begin helping Rainbow Dash, thankfully. She’d found some excellent sections in the Hypnotica Principala about creating visual mindscapes to allow for dissociation and analysis of the recesses of one’s mind. This was a good week for the slow task of hypnotherapy as well. Starlight was planning to help Fluttershy with some animal tasks all week as a start on a new friendship lesson. In addition, Pinkie Pie and Rarity were heading out of town, so there weren’t any big activities planned. By the time everyone was back in Ponyville, she could finally let them all know about her and Star.

The knock was returned with the door opening and Rainbow standing there in a sports bra and compression shorts. There was just a faint trace of sweat that made it seem like Rainbow had been working out a bit. “Hey Twilight, good timing. Come on in.”

Twilight followed Rainbow into her living room and set down the duffle bag she’d brought, which contained the Hypnotica Principala. It was important to have references on hand just in case. Rainbow laid down on her couch and motioned for Twilight to sit across from her on a sofa chair. Once Twilight had made herself comfortable she looked over at her friend. “So, have you continued to have those odd feelings about Starlight?”

Rainbow grimaced and tossed her hands up in the air. “It’s not as bad as before, and thinking about her right now doesn’t do anything. But when I see her I get that…angry, tense feeling. And I still have no idea why.”

“That’s what I’m here to help with. I’m going to hypnotize you again and see if we can find the subconscious reasons for your reaction.”

“If you say so. I still don’t understand how you do anything just talking.”

“Don’t worry about how or why. In fact, don’t even worry about it working or not. Too many expectations or questions make things harder. We just need to keep it simple. Focus on my voice and let whatever happens happen on its own.”

Rainbow sat up slightly and looked in Twilight’s eyes. “I trust you, Twilight, so I'm up for anything if you think it'll help. Let’s get this over with.”

Twilight smiled and nodded. “We’ll start similarly to last time. Go ahead and keep lying face up on the couch. Get as comfy as you can.” Twilight focused and created an image of flying over trees, hovering it above Rainbow’s eyes like she had back in the train. “Just relax and think about that feeling you get flying as you look at the image above you, having your Head in the Clouds.”

“Mmmm” Rainbow let out a deep sigh as Twilight used the trigger she’d created after their first session. Rainbow’s breathing grew deeper, but she hadn’t fallen all the way down. It had been several days so that was not surprising. Its strength had diminished without reinforcement, but the phrase still would help.

“Let yourself relax, let your body relax with your mind, remembering the peace you feel whenever you are flying, whenever you have your Head in the Clouds.”

“Higher is deeper.” Rainbow whispered.”

“That’s right.” Twilight beamed. “Higher is deeper. Watch the view and the higher you fly, the deeper your mind will sink.” Twilight altered the magic image so the tree tops gradually grew smaller, like Rainbow was ascending. Rainbow’s whole body went limp, her eyes slid shut, and her right arm flopped down off the side of the couch.

“You’re doing so well, letting yourself fly higher and sink down more and more.” Twilight dispelled the illusion then carefully walked over and moved Rainbow’s arm back into a comfier spot on the couch. Rainbow seemed oblivious to it. Twilight paused there, standing over Rainbow and stared at the athletic pegasus’ body. Rainbow looked so serene with her eyes closed and her body free from all tension. It was…exciting to watch Rainbow’s chest slowly rise and fall, her tummy slightly tensing with each breath. Twilight realized it was the first time she’d really looked at Rainbow like this, noticing her beauty as a woman. She took a moment to get a proper look.

Rainbow’s face was thin and narrow but firm like it was sculpted from marble. Twilight’s eyes followed along the edge of her jaw and the subtle, relaxed smile on her full lips. Her hair was tied back but, if released, would leave a rainbow trail a little past her shoulders. Her arms were toned and firm while not having the same mass of Applejack. She was built for speed. Her breasts were a little smaller than Twilight’s own, but were firm and enticing, wrapped in the tight sports bra that kept them pointing forward even with Rainbow on her back. And that was all her top covered, leaving the view of six well defined abs and an outie belly button. The compression shorts were also minimal, starting at her waist, revealing the tiniest bit of white clouds from her cutie mark. They ended at Rainbow’s mid thigh, showing off her legs that were all muscle, yet still fairly slender. They were around the same size as Starlight’s legs but so very different. Twilight unconsciously licked her upper lip. She had been between Star’s legs several times when they made love. Her mind imagined how much firmer and tight the feel of Rainbow’s thighs would be locked around her temples. The momentary fantasy made her let out a hot sigh and blush furiously.

Star had awakened Twilight to these kinds of thoughts. She’d never considered her friends sexy before. Now, staring down at Rainbow Dash, she found her incredibly alluring. It was easy to let her mind slip into thoughts of caressing her hands along Rainbow, or for Rainbow Dash to do the same to her. Both gave her a delicious thrill. Part of that thrill was having her friend under hypnosis as well. There was never a time Twilight had seen Rainbow Dash so vulnerable and open, even when normally asleep. Rainbow lay there, so peaceful and eager to hear more of Twilight’s voice. If she suggested to Rainbow that deeper relaxation would come from taking her top off…

Twilight shook her head. She obviously could never take advantage of a friend like that. She was just a bit overwhelmed by these new feelings that came from her experiences with Star. Now that she knew she was attracted to women, she would need to come to grips with seeing her friends for their beauty in addition to everything else.

With her composure restored, Twilight sat back down and leaned slightly towards Rainbow Dash. “Now, with your Head in the Clouds, your mind sinking more and more, picture yourself flying up a mountain, rocks and scattered trees below you. Flying smooth and easy…higher and higher. As the ground approaches you, you fly higher and higher to ascend. And you can feel how your mind sinks. Higher is deeper. The more you ascend the mountain, the deeper your mind sinks…the more my voice guides you. Feeling as you make it a quarter of the way up the mountain. Your mind relaxes more and more. My voice becomes easier to focus on. Your mind slips deeper as my words guide you more and more. Feeling so good, reaching halfway up the mountain now. Slowly, making your way higher and deeper. Just like when an obstacle approaches and you avoid it without needing to think about it, my words can guide you without your conscious mind needing to notice. Rising three quarters up the mountain…feeling so deep, so soft, so nice as you sink deeper and fly higher. Now…all the way to the top, seeing the peak of the mountain. So deep, so soft, so relaxed. Isn’t that right?

Rainbow was limp and melted into the sofa cushions as she offered a gentle “Yeahhh.”

“Very good Rainbow Dash. In this deep state, we’re going to imagine the inside of your mind. You can picture it as…” Twilight was about to say a library, but that would be a terrible metaphor for Rainbow. It was probably better to allow Rainbow’s mind to form its own visualization “A place where you feel safe and your thoughts are laid out around you. Just picture that location now, where you feel safe. Within this place are objects that represent your thoughts, your feelings, and even your memories. Tell me what you see as it becomes clear.”

After a couple seconds Rainbow whispered, “It’s a trophy room…shelves lined up with everything. Surrounded by a trophy for all the things I’ve done.”

Twilight smiled, realizing Rainbow had found a perfect metaphor. “That’s right. You can picture a room full of trophies. In fact, it’s a massive place with trophies that represent everything that makes you, you. In here if you look, you can see a huge trophy that represents your dream to join the Wonderbolts.”

“Yeahh. It’s as tall as I am and made of gold with me in uniform.”

Rainbow’s imagination was getting engaged, which was very promising. “Very good. That’s right. We can see trophies that represent many different things. There is a trophy that shows memories of your first sonic rainboom, of your first time with Tank, and other important memories. As you look you can see another section of the room as well. In this section, there are trophies that represent your friends, your relationship to them, and how you feel about them. There should be a trophy of me that represents our friendship. Can you see that trophy?”

There was a brief pause before Rainbow replied enthusiastically. “I see it. A trophy with a gold sculpture of you. You have on super thick glasses and are carrying a giant pile of books about to tip over, but I’m there to help prop them up. There’s an engraving that says “Award to the number one friend who can help her bookworm buddy have fun.”

Twilight giggled at the description and gave a wry smile. She decided that the caricature was appropriate enough for a trophy. “That’s good. This trophy represents our friendship in your mind, isn’t that right? Looking closely, it can tell you everything you’d need to know about our relationship.”

“Yeahh. There’s a list of all the awesome times we’ve had together, and it’s bright and shiny because our friendship is so radical.”

“That’s good. You can see that all so clearly. The closer you look at this trophy, the more and more details and nuance you can see about us. And as you look around, you can see there’s a trophy of all your friends. There’s one of Fluttershy, one of Rarity, one of Applejack, and everyone else important to you.” Twilight paused and breathed in, ready to take the plunge. “Now I want you to go find the trophy that represents your relationship with Starlight Glimmer. Picture yourself approaching that trophy. Study it closely in your mind and tell me what you see.”

Rainbow frowned slowly with a look of slight confusion. “It’s broken.”

“Broken? What do you see, Rainbow? Describe it in detail.”

“The trophy’s got a wide stand with different Starlights. There’s a small sculpture made of silver with her equality mark, from the old days. It’s tarnished, not too important, but still there as a memory of how things were in the old days. Then there’s a much bigger sculpture of her, three times as big and made of gold with her smiling and an engraving at the gold sculpture’s feet that says it’s an award for helping to reform an Equestrian and make a new friend. But…those two only take up a little over half the space. There was a third sculpture, but all that’s left is two copper shoes and torn metal like the third sculpture was yanked off before it was put in the box.”

“What box?” Twilight said with sudden confusion.

“Next to the trophy, there’s a steel box with padlocks on it. It’s ugly, it doesn’t match the room. It shouldn’t be in a cool place like this, but it is. Part of the sculpture is there.”

“Do…you know what the broken piece of sculpture looks like?”

“I…it’s something important, but I can’t see it.”

Twilight pursed her lips. This all sounded like some sort of repressed memory. There was some part of Rainbow Dash’s mind that was intent on hiding this away from her conscious self at all cost. The book had discussed different approaches to repressed memories, though it was not always a simple task. It was possible with a little guidance, they could get the memory to open up. “Alright Rainbow. I want you to focus on the locks. The box and the locks are part of your mind. Even if it seems locked up tight, you have all the power in this place. Focus and think about the key for these locks. Picture it appearing in your hand.”

Rainbow furrowed her brow and grimaced as her breath grew shorter. “It….there’s no key. I can’t make a key. I’m not supposed to see inside.”

“It’s okay, just relax Rainbow. You’re safe here.” Twilight grimaced at the harsh reaction. It seemed like her subconscious was extremely invested in keeping this hidden. Dash was starting to look distressed. She risked one more push “You are in control of your mind, and you’re safe as you focus on my words. The key to the locks must be somewhere in the trophy room because it is part of your mind. Focus and picture where those keys are located.”

Rainbow clenched her hands into fists and her face looked frightened. “No, nonononononono they’re hidden. I can't look, not allowed to look, not allowed not allowed, it isn’t for me, not for me to open.”

“Rainbow Dash! Rise and wake as I count to 3. 1,2,3!!” Twilight snapped her fingers as hard as she could several times.

Rainbow Dash’s eyes shot open and she bolted upright. She looked around and tried to catch her breath. “Wha….I…oh right…”

“I’m sorry if that was jarring, but you were getting really upset.”

Rainbow nodded and rubbed her temples slowly, “Yeah, I remember. It was like I was really there. I could see the trophies so clearly, and the box. I tried to make a key like you said, but the more I tried the stronger something else pushed back at me…something that scared me. What the heck is that box?”

“It contains something that your mind, for some reason, doesn’t want you to know about consciously. There’s no way to know what it is except that it's in some way associated with Starlight and your head is intent on keeping it hidden.”

“Well, we need to get it open!” Rainbow declared, “I’m not letting anyone hide memories from me, even if it’s me. You basically were saying it’s me, right?”

“That’s right. It’s kind of like a defense mechanism. Our brain sometimes buries memories or other things that are associated with a lot of trauma or distress to prevent us from experiencing them again. But of course that repressed detail is still part of you so it can still influence thoughts and behavior.”

“Like feeling a hatred for Starlight you can’t explain.” Rainbow said grimly

“Right. But it’s possible this repressed memory is only tangentially related to Starlight. For example, there might be some childhood trauma you repressed and something about Starlight triggers it…maybe she unknowingly said some phrase that you associate with that memory or her tone of voice is similar to someone from that repressed memory and now your brain has created an association between the two. The best thing to do is try to figure out what that repressed memory is. Then we can understand exactly why you’re having this reaction to Starlight and see how to fix it.” Twilight’s mind hummed that there was some other explanation aside from Rainbow having repressed a traumatic memory, but when she tried to grasp hold of that thought, it slipped away.

“Okay! So how do we beat the box open? I could try to smash it, maybe fly into it at top speed.” Rainbow lay back down and looked at Twilight. “Send me back in.”

“Rainbow, the trophy room is just a metaphor in your head. The problem isn’t the specific method of opening the box, it’s whether the rest of your mind is ready to do so. You were already getting distressed trying to think about a key. Trying to force it open could be even worse.”

“Then what do we do about it?” Rainbow sat back up and looked at Twilight pleadingly.

“We’ll get the box open, don’t worry. But it’s going to take time. We’ll need to either eliminate the reason your subconscious wants to keep the knowledge hidden, or develop enough trust when you’re in trance that you can avoid the reactions to it. I can come over every day this week. The more sessions we have, the closer we’ll get. I’ll do some more reading as well, now that I have an idea of what we’re facing.”

“I’m not great at waiting.” Rainbow sighed, “But I guess if there’s no other way...” She shrugged. “We shouldn’t waste the visit though. It isn’t often we’re able to hang out one on one. I’ll get us some cider and we can chill. I’ve been wanting to ask if you’ve gotten any better with flying too.”

Rainbow Dash turned to the kitchen and Twilight let out a little sigh. She’d known a single session was unlikely to be enough to help Rainbow, but it still stung they’d come up short when it felt like they were so close. Still, by the end of the week they would be ready to uncover this hidden pocket of her head. And each visit offered some great free time relaxing with an important friend.

Free time with Rainbow Dash…something about that made her feel odd, like an inch on her brain. She needed to scratch at that thought, get to the bottom of it. It had something to do with Starlight this morning. She’d told Starlight that she was seeing Rainbow today, but hadn’t told her why. She still wanted to avoid more drama until she’d helped Rainbow. And Starlight had said…the itchy sensation got stronger, and Twilight blinked a few times to try to focus.

Star had said that was fine and explained about how she’d be busy with Fluttershy most of the week. Then she’d said something else. She’d given a suggestion…no, gave a statement…no…an order!

Once you’re done with whatever you have planned, give Rainbow Dash more training.

Twi-slave grinned wide in satisfaction. That was what her Mistress had commanded, and now that the cover persona was done with whatever it had come here for, she had awoken to help train her friend further. Rainbow Dash came back with two cups of cider and looked curious at Twilight? “Hey, you good? That’s a weird expression.”

Twi-slave beamed. “I’m just excited about spending time with you and all the fun we’re going to have.

Rainbow Dash stood at attention, looking straight ahead as Twilight circled and stared at her naked body. “You’ve been looking good out there, cadet. I guess you’re Wonderbolt material after all.”

Dash gasped softly. “Thank you, drill sergeant.” She said with a swelling pride.

“The real work starts now though, cadet. You need to prove not only that you’re fit enough to keep up, but are able to be a member of a team. You can be as fast as you want, but we work as a unit. As a squad member in the Wonderbolts, you need to be able to receive and follow your squad leader’s orders quickly and completely. If you don’t follow orders, your formation will fall apart. If you hesitate to follow an order, your formation will fall apart. Do you understand?”

“Yes, drill sergeant.”

Twilight grinned. That feeling on the train was coming back even stronger. Rainbow was totally focused on her words, wrapped around her finger. The sense of being able to slowly twist Rainbow Dash gave a wonderful rush.

“Your training is going to make you part of a team. Let’s see if you’re ready for what’s coming. Pushup position!”

Rainbow fell down to all fours, arms at shoulder width, ready to start her reps. Twilight turned and walked back to the duffle bag she had brought with her. The Hypnotica Principala was in it in case she needed some reference during Rainbow’s training; and there were a few potential training aides as well. She pulled out a large dildo with a suction cup on the bottom, along with a bottle of lubricant. She returned to Rainbow and positioned the sex toy between Rainbow’s thighs, pressed gently against her nether lips. “Spread your legs just a little more, cadet. Good, just like that, perfect.” She added a liberal coating of lube to the dildo and all the places it may rub. “Alright cadet, this is just a taste of the new challenges you’re going to face. Give me a hundred pushups and make sure this trainer between your legs stays in place.”

“Yes, drill sergeant!” Rainbow Dash lowered her arms to start her first rep and gasped as her hips descended and her loins slid against the toy. She hesitated for a moment, but maintained her composure and pushed herself back upwards.

“That’s it, cadet. Stay focused. You have to follow orders above everything else. Focus on that as you work.” Rainbow Dash continued her reps. Her cheeks flushed and her breath came faster, more from arousal than exertion. “You’re not getting tired, are you cadet?”

“No, drill sergeant.” Rainbow gasped out. “I do two hundred pushups every day. M-my record is five hundred and thirty siiix.” She shuddered and tensed her hips enough that without the lubrication she would have pulled the toy off of the floor.

“That’s impressive, cadet.” Twilight let out a satisfied purr. This was a nice segway towards the main lesson of her training. “It’s clear how hard you’ve worked to condition your body to become the best, the fastest. Isn’t that right?”

“Yes, drill sergeant!” That pride swelled in her voice again.

“The training you need to become part of a team requires more than working on your body, though. Just like you’ve conditioned your body, you are going to condition your mind to be the best possible squadmate. A conditioning mind is even more important than a perfect body, though you have done very well with that. If you condition your mind like you have your body, you’ll become the greatest Wonderbolt of them all. Do you think you can become the best, cadet?”

“Yes, drill sergeant!” She said with even more gusto.

“With every rep you do, repeat the phrase, ‘I need more conditioning.”

“Yes, drill sergeant. I need more conditioning…I need more conditioning.”

Her voice grew increasingly shaky as she recited the mantra and her body heated up from the stimulation between her legs. Twilight leaned down near Dash’s head. “Good cadet. Focus on your task and the orders. You’re getting close, almost to one hundred. You can feel how pleasurable it will be when you complete this order. Once you finish your order and reach one hundred pushups, you’ll cum, feeling bliss in completing your task.”

Rainbow Dash approached the last few of her assigned reps, her breath ragged. “I need more conditioning…..Iiiii need more conditioning…I need more conditioning…I need more condition ahhhhhhhhggggg!” Rainbow went rigid and quivered before falling back to the ground with a deep moan.

“Good girl.” Twilight ran a hand through Rainbow’s hair. “You did so well. You did better than any cadet has on their first try. I can feel that as long as you get your mind fully conditioned, you’ll become the greatest Wonderbolt in history. The training will only get harder from here, but I know you have the commitment to make it.”

Twilight gave Rainbow some more reassuring words and briefly tested to make sure she was still deep in her trance. She had Rainbow stand up again and retrieved some polished round gems from her bag. Twilight stood behind Rainbow and guided the entranced girl’s arms to be stretched out straight in front of her with her hands cupped upwards. “Alright, cadet. This is a very important training exercise. Do your best to hold this position and maintain the position of your arms. I have some special weights. They are magic thought stones. The more you think, the heavier they become. Every thought in your mind will make a stone that you are touching heavier and heavier. If someone with a hyperactive mind like Pinkie Pie held one of these stones, it would weigh more than a mountain. For you, they will still feel like the heaviest dumbbell you’ve ever held.”

She dropped a gem into Rainbow Dash’s hands, making her gasp and quiver in exertion. Her arms tensed and quivered slightly. Twilight continued to whisper in her ear. “There is a way to keep the magic thought stones held. You can make them lighter. Let go of unnecessary thoughts, and you can bear the weight. You can feel how every thought, even the tiniest one, weighs your hands down more. Even reflecting on how heavy the stone is can make it heavier. You have to learn to let go of all those thoughts. You need to train your mind to become calm and quiet. Focus on the thought stone and let other parts of your mind fade. It will allow you to keep the stone up.

Rainbow Dash’s struggles continued. She grit her teeth and her abs flexed as she braced against the mighty weight in her palm. Twilight could see it this first session needed more guidance. “Remember, cadet, brute force won’t work. Train yourself to let your thoughts sink away. Only letting go can allow you to hold it up. You can use my voice to help you. Let my voice take the place of your thoughts. My words help to fill your mind, letting all your thoughts melt away, making the stone lighter and lighter. Do you understand?” There was a quick nod from Dash but no verbal answer. Unnecessary words would worsen her burden.

Twilight continued to whisper in her ear about staying empty and removing all thoughts and focusing on her own voice and the stone. Over the course of a couple minutes, Rainbow’s struggles became less intense. Soon she seemed to find her stride and looked less bothered.

As the challenge ebbed, Twilight ran her fingernails lightly up Rainbow’s sides, leading to a soft gasp and a quiver in her arms. “Focus, cadet. Don’t allow anything to create unneeded thoughts. Me touching you isn't important compared to your task. Learn to let these thoughts and reactions sink away. No matter what you feel from your senses, you must remain focused on your task. Keep focused on my words and the stone, keep the rest of your mind empty.”

Rainbow struggled with the addition of Twilight’s touch, but managed to hold on. After another few minutes, she had adapted to the extra stimulation. Twilight ran her fingers over the athletic girl’s abs, tracing slowly over the defined muscles as they tensed. She let out a low, aroused growl. “Mmm… Keep your focus.” She grunted softly before wrapping her arms around those abs and pressing her body against Rainbow’s.

Rainbow let out a plaintive groan from the added sensation creating more thoughts. Her arms wavered and it seemed like she was close to losing control of the stone, but she held fast for a few more seconds, holding out long enough to stabilize. “Excellent work, cadet. Adapt and learn, just let everything unnecessary go. Just my voice and the stone. Together, they help you maintain your task and keep your mind empty and blank.”

Twilight gave an aroused growl again as she saw how her trainee was fairing. She maintained a continuous patter of words while she reveled in her own arousal at having so much control. She nuzzled Rainbow’s hair and inhaled her scent, letting another hot groan. Rainbow made no reaction except for a momentary tensing of her muscles as she felt and pushed away a brief thought about the sensation.

The feeling of power and control was getting her wet. Rainbow was a fit and gorgeous puppet dancing on her strings. And it was all in service of her Mistress! The rush of domination and submission together created an amazing sensation that drove her to push even further. She moved her hands up and cupped Rainbow’s breasts, kneading softly. She giggled wickedly as Rainbow felt additional weight then did her absolute best to ignore the groping. Still whispering to Rainbow, Twilight ground her hips into the entranced girl’s thigh, building slowly and then cumming with a hot growl of release.

Over the course of an hour, Twilight continued whispering about mindlessness while groping along Rainbow’s chest and tummy. Rainbow was gleaming with sweat and exhaustion from the constant fight with the imaginary weight. Twilight could see that they had reached the point where more training would just be counter productive.

It was fine though, they had plenty of time. Mistress Starlight intended to spend the week taking control of Fluttershy. Pinkie Pie and Rarity were gone too, so there was little chance for her to be interrupted. She would come to visit Rainbow Dash every day this week and help train her more and more each time. She was confident by the end of the week Dash would be ready to be fully enslaved.

Author's Note

The journey continues with twists and turns.

Magic thought stones are inspired by magic hypno marbles from a story called Tether by Trilby_else on the EMCSA. His work is pretty grimdark but full of lots of MC.

I hope this additional chapter meets everyone's satisfaction. Rarity and Pinkie Pie are currently heading to Manehatten to visit Maud (ie. this is taking roughly during the period of Gift of Maud Pie) The next chapter will switch over to Starlight and see how she fairs as she begins to work on Fluttershy