Obedience is Magic

by Windyspirals

Rating: mature
Tags: Starlight Glimmer, Sex, Dark, Human, Main 6, Romance, My Little Pony: Friendship is Magic, Fetish, Spike
Length: 99074

Everyone's acting strange around Starlight Glimmer, but it's nothing to worry about. Starlight has been reformed and can be trusted completely. She certainly isn't hypnotizing Twilight and her friends.

Everyone knows the story. Starlight Glimmer, in her bid to get revenge on Twilight, found a spell that allowed her to travel back in time and stop the event that led to the Mane Six's cutie marks. But Twilight convinced her to stop and taught her the value of friendship. Starlight has finally been reformed.

But is that story true? Only Twilight and Spike were present on the adventures through time. Would it really have been so easy to convince Starlight to give up on her goals?

What if what Starlight found on her journeys was not a time travel spell, but a book about how to hypnotize others and the ways to twist those in trance to your will? What if Starlight is just as bent on revenge as ever, but her plans are far more patient and wide-ranging? People have been acting a bit strange around her in subtle ways.

But that’s silly. Starlight can be trusted completely. Starlight always knows what’s best.

Humanized characters

Contains: Hypnosis, Mind Control, Brainwashing, M/F sex, F/F sex, Denial, light to moderate spanking, and other related activities.

Cover art by Light262

Published 2016-11-08 05:00:02 UTC
Last updated 2023-07-02 03:12:42 UTC

Chapter 2: Lesson 0.5

Twilight carefully triple checked her list of friendship lessons for Starlight. She quickly made an annotation next to a lesson on acceptance as a high priority. There were so many possibilities that the real challenge was narrowing things down.

It was all so exciting! Twilight had never had a pupil before. She wondered if this was how Celestia felt when teaching her. Starlight had been living in the castle as her pupil for only a few days, but had already had a large impact on Twilight. She’d developed a new surge of inspiration. One of the products of that inspiration had been endless possible friendship lessons, but also it had kept her more focused on other research, including work she was doing with Spike on Crystal Empire traditions in anticipation of Cadance's upcoming baby.

But it was more than just having a pupil. Starlight herself made Twilight feel excited and her steps feel a bit lighter. Now that she was no longer a sworn enemy, Twilight had been able to appreciate Starlight's admirable qualities. She was brilliant, and driven, and one of the few people Twilight could talk with about magic without dumbing everything down. She'd decided giving Starlight more formal magic training would be a wonderful supplement to the friendship lessons. It would make their relationship even more like the one between her and Celestia.

She heard the door to the library open and stood up from the table as her pupil looked in from the doorway. “Starlight! Good morning; come in!” She beamed and motioned Starlight to come closer.

“Sorry I’m late. I got a little turned around.” Starlight gave her an apologetic smile before walked up to Twilight’s side. “I’m so thankful you’re letting me stay here, and as your pupil, after what I did.”

The thanks filled Twilight with a warm glow and she wanted to reassure Starlight as much as possible. “I’m not one to dwell on the past, and neither should you.” She wrapped one arm around Starlight’s shoulders and gave her an encouraging hug that Twilight held just a little longer than originally planned. “The castle is your home now. As for being my pupil. I was just trying to figure out what your first friendship lesson should be.”

She showed Starlight the long scroll with various annotations and lessons crossed out. “Well...it certainly looks like you’re narrowing it down.” Starlight said as she looked at the list.

“Yes, but these are just the A’s.” Twilight gushed, pointing to a giant pile of paper nearby. “After this I move on to the B’s.” She beamed happily, imagining the fun Starlight would have after going through all the lessons.

Starlight’s eyes widened at the pile and she put on a slightly forced smile. “Ummm, well maybe we can start with something simple? I could do something for you, to help you out.”

“Hmm, well benevolence was somewhere in the B’s list, but it’s a bit more complicated than just doing something for a friend. When I have a chance to go through the B list we can…”

Starlight stepped close and gripped Twilight’s shoulders with both hands, catching the last of Twilight’s sentence in her throat. “Let me just try something. You can decide if it counts as a friendship lesson after, okay?”

Twilight blushed and squirmed weakly in Starlight’s grip, but soon nodded. “O-okay Starlight. What did you want to try exactly?”

Starlight smiled and guided Twilight back to her seat. It was a split-back chair, the kind that had openings for wings in the back, which had become a necessity for Twilight since her ascension. Starlight walked behind Twilight and made sure her wings were past the chair back before leaning down to whisper in her ear. “Just sit here and try to relax. I wanted to find a way to thank you for all your kindness.”

She ran her hands along Twilight’s shoulders, then slid them down to her wings. She began to slowly preen and massage each wing, finding tiny knots in the muscles and getting all the feathers in an orderly position.

“Ooooh that...feels really nice.” Twilight sighed, settling deeper into the chair.

“I learned how to give wing massages from a Sky Equestrian once. She explained how sore your wings can get even if you haven’t been flying because they are still folded up close to your back, still straining to take up less space. You rarely get a chance to let them fully relax. I’m sure it took some getting used to when you got these wings.”

“Ohhhh, yes.” Twilight whispered. “Learning to fly was weird. Pegasus wings aren’t actually strong enough for flight you know. Over ninety percent of the lift is magically generated, so you don’t always travel like you think you will. But learning to fly was easier than learning to sleep with them. And I had to deal with Rarity confiscating my whole wardrobe so she could cut wing holes into all my clothes.”

“I imagine sleeping can be much harder. You can’t fall asleep on your back as easily. That would just build more and more tension, when what you really need is to let all that tension melt away.”

Twilight nodded and closed her eyes as her wings went limp under Starlight’s touch. She couldn't remember the last time she’d been so relaxed. Starlight continued talking, but her words all seemed to blur together as Twilight focused on the deep relaxation that was like a wave of warmth spreading from her wings out to her whole body. It was easier to just give in to that wonderful sensation. She didn’t notice for several seconds that Starlight had stopped her massage.

“Mmm, Starlight?” She turned to look back and opened her eyes but Starlight was gone. She looked back in front of her and gasped to find Starlight there, standing completely naked. “S-Starlight what are you doing?” She tried to look away, but seemed transfixed. Her eyes only managed to switch from staring at Starlight’s breasts to staring at her bare mons.

“I still need to thank you. The massage was just a warmup.” Starlight said with a grin. She looked at Twilight like a snake eyeing its prey. She straddled Twilight’s lap, pressing her bare breasts into Twilight’s chest and pressed her lips to Twilight’s.

Twilight blushed furiously and tried to push Starlight back, but her hands somehow ended up on Starlight’s rear, and her lips started to gently return the kiss she was receiving.

“Mmm, that’s right. You deserve so..so much thanks, Twilight.” Starlight planted a series of kisses down her neck and shoulder, making Twilight moan. This wasn’t proper pupil behavior at all, and yet… Some deep part of her felt overjoyed at the warmth of Starlight’s body and begged for more.

After kissing each side of her neck, Starlight cupped Twilight’s chin and stared deep in her eyes. “Don’t worry Princess. Just relax and let me handle everything.” She slithered off Twilight’s lap and knelt on the floor, her eyes never leaving Twilight’s. Her hands found their way to Twilight’s knees and the slightest nudge spread them open. Starlight dipped her head down under Twilight’s skirt and the princess felt Starlight’s breath against her panties.

“Starlight I...ohhh yessss, yeeeeeeesss!”

“Twilight?” Twilight’s eyes snapped open to find Starlight fully clothed, staring at her with a slightly concerned expression. As Twilight looked in confusion, her pupil gave a look of relief. “Ah there you are. I think you dozed off halfway through my massage.”

A dream! It had been a crazy, ridiculous dream. She jumped up from the chair. “Ah, y-yeah I guess I did. It felt really great. Thank you Starlight.” Twilight caught herself staring at Starlight’s skirt, imagining if she really was shaved underneath. She nervously straightened her own skirt while trying to banish that thought away. Instead even more thoughts welled up and her body grew warmer, seemingly upset that the dream had been cut short and demanding satisfaction.

“I’m glad you liked it. So, do you think that counts as my first lesson?” Starlight gave her an eager smile.

“Uhhh..m-maybe half a lesson.” Twilight bit her lip and pressed her thighs together, praying Starlight didn’t notice. “Usually there’s some kind of misunderstanding or obstacle you need to overcome, or a new understanding about a friend. I’m sure we can find another half. But an excellent start. Let’s meet back here after lunch and talk over it more.”

She quickly excused herself from the library with Starlight calling to her as she went “Ah...great I’ll be here on time next time, I promise.” She marched down the hallway as quickly as she thought she could manage without looking like she was trying to run. Her breath was coming heavier as she went, desperate to find her bedroom in time.

Finally she entered her bedroom and slammed the doors behind her before leaning against the doors for support while her right hand jammed down under her skirt. Her fingers quickly pushed away her panties and found her aching clit. That initial contact made her moan and she lost her footing, sliding down the door to the floor. Her left hand slipped under her blouse and cupped one breast, stroking over her stiff nipples.

Every touch made her breath become faster and more shallow. She soon dipped two fingers into her folds and pumped as her thumb circles around her pearl. “Mmmrrrr Starlight.” She grunted huskily, thoughts all blanking, obsessed with getting the release her body was screaming for.

Finally her whole body tensed and she came, harder than she could ever remember. Her head whacked against the door and her hips jutted up while her body quivered.

What in Equestria was happening to her, she wondered, slowly catching her breath and quivering in the afterglow. She’d never had dreams like that about anyone, men or women. Was she going crazy, or was there something special about Starlight that made her feel this way?

Author's Note

Surprise, chapter 2 is already done.

The magical flight is part of my head canon whether it's humanized characters or ponies. The muscles birds use to fly can account for up to a third of their body weight so ponies and humans would need crazy amounts of re-design beyond gaining wings to actually fly.

Chapter 2.5: Mornings and Afternoons

The sound of sizzling bacon echoed out of the kitchen and into the hallway. It was a reassuring sound for Starlight. It meant everything was normal as far as everyone was concerned. She’d pushed the envelope just a little bit more yesterday in the library. It had been tempting to just trigger Twilight again rather than offering the excuse of a massage. But she knew over-reliance on the trigger word would be a problem, and there was a definite joy in doing a proper induction, letting her words diffuse into someone’s mind like steeping tea. Hypnosis was rather addictive, offering so much power with just words.

As she got closer, the sizzling of bacon was punctuated with the sound of Spike humming and the scuffle of a spatula. The castle had at least three kitchens but Twilight had explained that she always chose this one for breakfast when her friends weren’t visiting. It was smaller, more intimate, and had a small breakfast table, allowing Spike and her to cook and eat in the same place.

As Starlight entered, she saw Spike was hard at work, flipping pancakes and minding the bacon. Twilight was at the table nursing a cup of coffee. “Ah, good morning Star.” She looked up and smiled, but then looked away, likely remembering her dreams.

“Morning! Looks like I’m right on time.”

“First batch will be ready soon.” Spike declared.

Starlight sat across from Twilight and took the moment to admire her. She was dressed in a simple purple blouse and pleated skirt, but it suited her well and didn't detract from her features. Starlight wouldn’t have taken the approach she was if she didn’t have some physical attraction to Twilight, after all. “Hope you slept well.” She said, enjoying the quarter second of panic that ran across Twilight’s face.

“Oh, yes, yes I did. And I need it. I have research to do on the Crystal Empire, and more work on your friendship lessons. I’ve only made it as far as narrowing down the G’s.” Spike brought two plates of pancakes and set them in front of Twilight and Star, then returned to make another batch.

“So yesterday didn’t quite cut it huh?” Starlight giggled and relished the blush starting to form on Twilight’s face.

“I think for your first real lesson we need something more profound.” She replied before tearing into her pancakes.

“Well I suppose you’re right. After all, Obedience is Magic.”

Twilight looked confused for the faintest instant, as though her mind was wondering if she had misheard. Then Starlight watched as all expression faded from her face. Her eyes became hazy and unfocused. Her hand that had been bringing another bite of pancake up to eat slumped back down onto the table. Starlight savored the wonderful stillness as once again the only sound was sizzling bacon. Twilight always looked so adorably helpless like this. The trigger was quite effective. Twilight’s thoughts had all dissolved like sugar in the rain and she would continue to sit blankly until she heard Star’s words.

First things first though. There was another empty mind that needed to be taken care of. Star stood and walked over to the stove. Spike stood up straight, staring a thousand miles into the distance. His spatula hung limply at his side. She’d need to work quickly, otherwise the second batch of pancakes would burn.

“Good boy Spike.” She whispered in his ear. “You’re going to have a little daydream today during breakfast. When you wake up from trance, you’re going to keep cooking breakfast like before. You’ll start seeing and hearing things out of the ordinary, but you’ll realize these things are just you having a horny daydream. You’ll realize that in reality normal things are being said and done. You won’t want Twilight or me to realize what naughty things you’re imagining, so you’ll be sure to not let on and act as normal as possible. Do you understand?”

Spike nodded softly. “Good boy. Now count up to five and wake up.” She returned to the table while Spike slowly counted in his head and soon the scraping of a spatula was heard once more as Spike flipped the pancakes. The day after she had first taken them, she had reinforced her suggestions so neither Twilight or Spike would remember being triggered. Now that Spike had been dealt with, she could turn her attention to the main task. “Twilight, tell me what you dreamed about last night.”

“You snuck into my bedroom, stripped off my pajamas and ravished me.” She replied calmly. In her deep state, she could only obey and couldn't put thought or emotion on the words..

“What happened once you woke up?”

“I felt really horny. I...masturbated in bed until I reached orgasm.”

Star giggled at Twilight’s stuffy word choice, but noticed that even as deep as she was, there was the tiniest hesitation as she admitted to playing with herself. Twilight was an exceptional subject, all the suggestions she’d added had seemed to be working flawlessly, but she was still a bit timid to admit to sexual feelings. Overcoming that would be key. Or perhaps there would be a way to turn it into another tool.

The next part of her plan would be to mold Twilight's current feelings of arousal into a more directed shape. She needed to find the right way to do that. “Twilight, are you familiar with the idea of the subconscious?”

“Yes, the subconscious regulates thoughts, feelings, and actions in ways where the conscious mind isn’t involved.”

“That’s right. The subconscious mind can cause your body to move without you having to think about it. It can cause thoughts to come up that the conscious mind only feels as emotional tugs. I’m sure you’ve even heard of times when people’s subconscious takes over their body, and they don’t even realize what they are doing until it’s already happened. That’s all possible when the subconscious is sitting secretly back in the deepest parts of your mind.

“But if your subconscious becomes even more active, it can speak for you, take actions and more, all without you ever consciously realizing it. You could have one hand buttoning up your shirt, but the other hand is unbuttoning the shirt just as fast, because your subconscious wants a different thing. When I count to three and you wake up from trance, your subconscious will be awakened. Your conscious mind will have control of your right arm and hand, and your subconscious will have control of your left. Your subconscious will also be able to speak and feel things, all with your conscious mind remaining totally unaware.

“Your conscious and subconscious will both talk to me. You won’t notice when I’m speaking to your subconscious which is whenever…” She wasn't sure what would be best. She was across the table, so reaching over to touch Twilight would be awkward, and a verbal trigger being said over and over would be a pain. Then an idea struck her. “Whenever you feel my magic gently press against your forehead, just like this.” She applied a little telekinetic pressure just below Twilight's horn.

“Do you understand?”

“Yes.”

“You’re going to wake up with your subconscious fully activated. And whenever I suggest something to your subconscious, it will fully embrace my suggestion, accepting it eagerly.” The wording of embracing her suggestions could be interpreted a couple ways, but on the fly it was the best Starlight could think up for what she had in mind. “Ready now to wake in 3...2….1” She snapped her fingers and Twilight’s eyes suddenly had life return to them.

“I take your lessons very seriously, Star. You’re my friend as well as my pupil and I want to help you as much as I can.” Twilight’s expression went from warm compassion to a light grin, “And you’re pretty easy on the eyes, which helps.” Her face shifted back a moment after.

Starlight was going to have no trouble telling the two Twilights apart. “We can talk more about the lessons this afternoon if you’d like.”

“That sounds perfect.” Twilight nodded. “We’ll narrow down the H’s.”

Star applied some pressure to Twilight’s forehead, “Will you be staring at my body while we do it?”

“Definitely. You’re beautiful and I always feel turned on when I’m around you.”

That was chapter and verse from Starlight’s suggestions. Now she needed to twist the suggestions further. “I guess you fantasize about seeing me naked.”

“Yeah, and maybe straddling me like in my dream. Feeling your warmth through my clothes.” Twilight gave a licentious smirk that faded as she took another bite of pancake.

Star marveled at how bold Twilight’s subconscious could be. “You might fantasize about me while we eat breakfast too.”

“Oh that would be good. You would start running your foot up my leg under the table, really slowly. I’d have to keep my composure so Spike wouldn’t notice.”

Starlight licked her lips, happily, imagining herself doing just that. It was even more delicious because Spike had sat down at the other corner of the table,, setting down a plate of pancakes for himself and refilling theirs. He gave no visible sign that he noticed what Twilight was saying, but Star thought she noticed him shift a bit in his seat. Even better, Twilight was showing her subconscious was creative. She was creating brand new coherent fantasies without specific suggestions. That would be very, very useful.

“Did you have a bit too much syrup?” Twilight asked with a giggle.

“What?” Star realized conscious Twilight had seen her lick her lips. “Oh yeah, just a bit.”

“I could lean over and lick the syrup from your lips instead.” Twilight said huskily.

Star smiled back, finding the emboldened Twilight amusing. Now it was time to push the envelope a little more. “Or maybe I’d dip my finger in syrup, reach across the table and make you lick it clean.”

Twilight’s eyes widened as the suggestion washed over her. “Ohhh that would be really hot, lips wrapped around your finger, suckling slowly.” Twilight's left hand moved up and cupped one of her breasts.

“Being wrapped around my finger sounds really nice doesn’t it? When I take charge, it makes it easier for you to just get lost in pleasure.”

Twilight’s hand descended under her skirt. “Yeah, it’s really good when you take charge. You could just push me against a wall, mollify me with a kiss.”

“That’s right, and I’d hold your arms against the wall with one hand while the other started teasing along your breasts.” Star dropped the pressure to Twilight’s forehead. “What would be a good time for me to stop by?”

“Mmmm, well let’s see.” Twilight calmly considered her schedule between shallow breaths as her body reacted to her finger's strokes. “Spike and I have research planned till about two, and I’ll need...ahhh.... time to get the lessons set up, so let’s say two thirty?” She squirmed in her seat as her left hand began to stroke faster. “I hope you wear those tight hip hugger jeans you own.” Her subconscious added.

“I’ll be sure to stop by around then.” Starlight said, finishing up her pancakes. “Your panties must be getting pretty damp considering how furiously you’re playing with yourself.” She said to Twilight’s subconscious.

“Mmm, yeah. I’m imagining you teasing me while I'm pressed up to the wall. You’d just keep teasing and touching so light over me until I’m a squirming mess.”

“Mmm sounds yummy. A good enough fantasy to cum over, don’t you think?”

“Yeah so so goooohhhhhhhhh.” Twilight arched her back as she pushed herself over the edge. Her body bucked and shuddered, riding the climax for a few seconds before she looked back at Star. “I’m going to get set up for my morning research, but Spike can make another batch of pancakes if you’re still hungry. He usually gets seconds for himself.” She smiled playfully at Spike while her left hand rose up to her lips and she began to lick them clean of her own nectar.

“H-hey, I'm still growing you know.” Spike said in defense, but Starlight enjoyed how his eyes were locked on Twilight’s lips as she licked. Spike was likely fighting hard to pretend everything was normal, of course he was convinced it was all in his head. But Twilight was a real diamond in the rough. Without her conscious mind there to over-rationalize, she could be delightfully sensual. Polishing Twilight’s mind into a more desirable shape would be a constant pleasure.

I think I’ve had all the breakfast I’ve needed. Before you go to start research, I wanted to say that Obedience is Magic.” Spike and Twilight’s mind melted away again. Starlight re-sealed Twilight’s subconscious and gave her a suggestion to get get a fresh set of panties before starting her research. She sent Twilight on her way and attended to Spike. “You’ve been a good boy, fantasizing about your good friend Twilight doing and saying naughty things. It made you horny didn’t it?”

“Yess.” Spike replied. Star confirmed his words with a slow stroke along the front of his jeans.

“Very good. You should go take care of that before you join Twilight in the library. Once you are done with your research with her, come to my bedroom to let me know. As soon as you tell me, you will fall back into trance.”

Starlight finished up her suggestions with Spike and returned to her room. She untangled the magical lock she'd set on her dresser and pulled out the third volume of Hypnotica Principala. She'd found the first volume at a swap meet being offered in a bulk bin. It was a ponderous read, but Starlight had seen the potential right away and spent months tracking down the other two. Inside the three texts lay all the secrets of hypnosis. The third volume still had some lessons to learn though. She leaned back on her bed and suspended the book above her to read while mulling over her next move in the back of her head.

Every other day, Twilight went off to spend time with her friends, and she insisted Star come along most of the time too. The constant friend activities didn’t imperil her plans, but did slow them down and meant more caution in her suggestions. Still, considering how good a subject Twilight was, she didn’t foresee any trouble. The next phase of her plan was already in motion. Care and vigilance would assure everything else ran as planned.

A little after two, there was a knock on Star’s bedroom door. She quickly moved the book back to her dresser and reactivated the magic lock “Come innnn.”

Spike wandered in uncertainly. “Hey Starlight. I, uh, just finished up with Twilight and I felt like there was something else important to uhhhhhhhh.” His body relaxed as he melted into trance.

Starlight started to get ready for appearance in the library, peeling off her shorts and looking for her hip hugger jeans. “Good boy Spike. Did you jerk off after breakfast?”

“Yes.” He replied softly.

“Very good. Now we need to talk about some discoveries you made about dragons today during your research…”

Starlight opened the door to the library. Twilight was setting up piles and piles of paper on the table. It seemed her potential friendship lessons still numbered in the hundreds. Twilight looked up from the papers and waved Star over. “You’re right on time. I have the H’s here and with some work we can get them down to two dozen of the best options.”

Star laughed as she looked over the stacks. “You’ll have friendship lessons for me until I’m as old as Applejack’s grandmother.”

“I know, I know,” Twilight giggled back. “I’m overdoing it, but I’ve been really happy I can help you like this.”

“And I appreciate it Twilight, I really do. Especially considering all the other work you do. You’ve been researching nonstop since breakfast haven’t you?”

A proud expression formed on Twilight’s face. “You get used to it with enough time. Besides, I always have Spike with me and he can remind me when I need to take breaks.”

“You’re probably due for another break soon. I know it doesn’t count as a lesson, but I could give you another massage.”

Twilight looked down as her cheeks betrayed a slight blush. Starlight could see the wheels turning, but she’d set up a suggestion from last time. The more Twilight thought about the wing massage, the more desperately she’d want to have it.

“I guess...it couldn't hurt.” She finally said. Despite the hesitation in her words, she eagerly hopped into a chair and spread her wings out in anticipation. Starlight moved into place and started to rub gently down Twilight’s shoulder-blades near the base of her wings. This led to a deep sigh from Twilight.

She was already starting to feel a little foggy; the massage itself was an anchor that she associated with falling into trance. But it would still require a few words to take her the rest of the way. That was how Starlight preferred it, just like steeping tea. “Very good Twilight. It’s so nice when you’re able to relax. I’m happy that I can help all your tension melt away like this. When you’re able to let go, all your tension sinks away. Being a princess can be so stressful, so it’s important to find ways to let go of that tension. It’s important to find ways for your mind to drift down….down….into a state of total relaxation.”

Soon Twilight had drifted away and melted into her chair. Star continued her trance patter as she ended the massage and moved to stand in front of Twilight, admiring her quarry. Twilight looked so peaceful, holding a serene expression as she took slow, deep breaths. Her body and mind were both so delightfully open and helpless. Even more beautiful than her body was the knowledge that in this moment, Star’s voice was the center of her world.

“Now that you’re in this perfect, deep state of relaxation, you can shrug off all your stress and inhibitions. Once you let go of stress, you can let go of all the other worries you may have and just enjoy perfect, deep pleasure. And you’ll soon have a dream where you’re in that state. In just a moment, you’ll be dreaming with eyes open. You dreamed with eyes open once before, and it will feel the exact same way. You’ll cast aside all worry and inhibitions, letting the desires of your subconscious take over, giving into your deepest desires. And your deepest desire is to let me take charge so that you can simply sink into pleasure. It’s like floating in a river, just flowing with the current”

Starlight straddled Twilight’s lap. “Once I count to 3, you will begin to dream with eyes open, until I tell you the dream is over. 1…..2…..3”

Twilight’s eyes fluttered open and she suddenly became of aware of Starlight’s body pressed to hers. She gave a warm smile, with a look of deep desire in her eyes. “Mmm hey Star.” She bit her lip then leaned in close for a kiss. “You feel so warm.”

“It’s you that gets me all warmed up.” Star guided Twilight’s hands to the front of her jeans, then gripped her own shirt and tossed it away. Twilight eagerly unfastened Star’s jeans and gripped her hips. She leaned closer and kissed along the top of Star’s breasts just above her bra. Star rolled her hips slowly, gyrating in Twilight’s lap. She tugged insistently at Twilight’s blouse and carefully disentangled it from her arms and wings. Twilight’s bra soon followed.

For another few minutes, Star cupped Twilight’s breasts as they fell into an open kiss, tongues dancing slowly together. Twilight was still inexperienced, but made up for it in enthusiasm. Star finally stood and pulled Twilight to her feet. Twilight worked to peel Star’s jeans away from her hips while Star unzipped Twilight’s skirt, which fluttered to the ground. As Star's jeans gave way, Twilight crouched down to pull them off, getting a grip on Star’s panties at the same time. She rose slowly, eyes panning along Star’s naked body. She gave off a soft moan as her gaze passed by Star’s clean shaven mound. Finally standing again, her eyes locked with Star’s, waiting for what she would do next, silently begging for more.

Star wrapped around Twilight’s rear and sat her down on top of the nearby table. With a wave of her hand and the magic of her horn, Starlight shoved the stacks of friendship lessons to the floor, creating a roar of fluttering paper. She guided Twilight down on her back of the now cleared table, wings spread out. She hooked her fingers around Twilight’s panties and pulled away the last article of the princess’ clothes.

Twilight realized what was coming and spread her legs up and out, gripping the back of her knees with each hand, presenting herself for Star. Star pulled up a nearby chair and sat, playfully running her fingers through the bush of purple hair between Twilight's legs, enjoying the little gasps it elicited. Finally she wrapped her arms around Twilight’s thighs and ran her tongue along Twilight’s pussy.

Twilight shuddered in pleasure and started to grind back into Star’s lips. Star savored the flavor of Twilight's arousal and could tell she was rapidly building. “Good girl, but no cumming yet.” She instructed between licks. Twilight was still locked in the hypnosis, and the suggestion bound her tightly. She continued to build under Starlight’s assault. Star would lap slowly up and down her folds and then flutter her tongue against Twilight’s pearl. Twilight continued to writhe, and moan till her cries echoed down the hallways of the castle.

Twilight was soon gasping for air and moaning desperately. If not for Star’s suggestion, she would likely cum from the slightest touch. Star decided she was ready and sat back on her chair. “If you want to cum, hop on here for me.” She tapped her right thigh. Twilight nodded weakly and straddled Star’s thigh while wrapping her arms around Star’s shoulders. She started slowly, shifting her hips a little bit, more pressing her crotch into Star’s thigh than sliding against it. Little by little, Star’s thigh became slick from Twilight’s nectar and Twilight's hips began to find the right rhythm to grind back and forth. Soon she was bucking frantically against Star with her eyes squeezed shut and whimpering in the torturous pleasure of edging endlessly.

Star held her in tighter and whispered in her ear. “Good girl Twilight. Cum for me.” Twilight held on for dear life as her body was rocked by the climax. She arched her back and let out a howl of pleasure and her whole body quivered in release. Once she had passed through the wave of bliss she slumped weakly into Star’s arms.

Star held her tight and stroked through her hair. “Good girl. So good when you let me take charge, so perfect when you submit to me. That word itself, submission, makes your heart flutter, the word feels so right.” She cupped Twilight's chin and stared into her eyes. “The dream is over now and you won’t remember anything that happened until tonight. You will remember falling asleep from my massage, and being very relaxed and thankful for me helping you so much. Tonight you will dream of what happened, and like before, in the dream, just before you cum, you will wake up, bringing all that arousal from the dream with you, feeling a deep compulsion to touch yourself until you cum. And each time you cum to the dream, your subconscious mind will realize more and more how much you crave to submit to me.”

Starlight used a few spells to clean up and remove all signs of their extracurricular activities, then made sure Twilight carefully re-dressed. While Star re-dressed, she did her best to re-stack all the friendship lessons. It had felt really nice crassly tossing the piles onto the ground, but she had spent less than an hour trancing Twilight and creating the dream, and it was clear actually going through the lessons would take far more time than that. She could tell Twilight to invent memories of them narrowing the lessons down, but that created more chances for Twilight to notice inconsistencies in her memory. She was a near perfect subject, but out of trance her analytical mind was sharp. If she remembered getting a massage and narrowing down two hundred lessons, but then noticed that only an hour had passed, no suggestion to ignore it would prevent her from realizing something was wrong.

She gave Twilight a suggestion to ignore the lessons being out of order. There was no doubt that knocking them off the table had ruined whatever organization method Twilight had worked up. Then she paused and added one more suggestion to help streamline things.

Finally, she sat Twilight back down on the chair where she'd received her massage and then counted Twilight up to wake. Twilight opened her eyes and looked at Starlight sheepishly. “I fell asleep again didn’t I?”

“Just a bit. But that’s good. It just means I’m doing a really good job.” Starlight smiled back innocently.

Twilight blushed slightly. She couldn't remember what had happened, but her body could still sometimes respond. “How long was I out?”

“Maybe twenty minutes? It’s been a bit under an hour since I started the massage. You looked so peaceful I couldn’t bare to wake you right away.”

That made her blush more and she looked away for a brief moment. “You should have woken me up though, we have a lot of lessons to get through.”

“Don’t worry about it. You’re the genius researcher. With both of us, narrowing down these lessons should be a snap. Besides, I love watching you work in the library.”

“Thank you Star.” Twilight smiled back, oblivious to the subtext of Starlight’s wording. “Oh, before we start, tomorrow everyone is heading out to Sweet Apple Acres to help the Apple family with making cider. Would you like to come along?”

Starlight pursed her lips. “Um, would everyone be okay with me coming to something like that? It seems kind of personal.”

“Don’t be silly. You’re our friend now Star, we’d all love to have you come with us.”

It would be suspicious if she declined, so Star didn’t see many options. “I’d be honored to come. I’m still new to this sort of thing, but I’ll do my best.”

“Perfect. Now let’s get started.” Twilight grabbed one of the pages, noticed it was upside down and simply shrugged, turning it over. “Here we are. First one is a lesson about heuristics. You see, all Equestrians are different and sometimes there are two ways to solve the same problem and sometimes people assume their way is the ‘right’ way and the other is the wrong way. So I was thinking...”

“Scrap that one, I think.” Starlight said softly.

Twilight immediately crumpled it up into a ball and tossed it into a nearby trash can. “I agree, that one is good for an intermediate lesson, but we need something more basic to start.”

Star gave her a little grin, loving how effective the extra suggestion was. Having Twilight immediately agree to scrap lessons Star told her to would speed up the process quite a bit. And then tomorrow she would make it through apples and cider, and in another few days Twilight would be ready for the next phase of the plan.

Author's Note

And here is our mid chapter storyline to flesh out more of Starlight's process.

I mentioned the update schedule would be 1 or 2 chapters per week. It's seeming most chapters will be over 2000 words, which will mean only 1 update per week, but if some more ~1500 word chapters seem appropriate, those might get more frequent updating.

Next week will be Chapter 4: Day One. Due to Thanksgiving it may be late by a few extra days

Chapter 3: Research

Twilight woke with a needy moan. Her whole body shivered as her stiff nipples brushed over the cotton of her pajamas and her hand found its way between her legs. It was fast becoming a morning ritual.

For the past three nights her dreams had all been about Starlight. Every night the dreams had grown more visceral, more intense and more...unnfff. At first it had been more of being with the assertive naked Starlight from her dream in the library. It had shifted to scenes of her grinding against Starlight’s thigh, having Starlight straddle her face, or even eating each other out, laying head to toe. This time, dream-Starlight had told Twilight to masturbate for her. Twilight had complied, stripping and caressing her body while Star watched, fully clothed, commenting on Twilight’s performance.

It felt like it had gone on for hours, slowly teasing her nipples, slowly circling her pearl until her thighs were slick with nectar, and all while posed to make sure Starlight could see everything. She’d just kept building and building, but like all the other dreams, she could never quite cum. Then she would wake up, just as horny, and desperately push herself over the edge.

It had created quite a disturbance in her morning routine. She’d even started to play with herself in the shower afterwards. She wouldn't cum again, but would tease herself just enough that she felt a warm glow of arousal and walked around with slightly hooded eyes.

She’d been avoiding Starlight as much as possible, scared that the content of her dreams would be clear on her face. It was impossible to stay away completely. Starlight would show up for breakfast and Twilight would eat quickly while her mind constructed wicked fantasies like Starlight pinning her to the wall and teasing her until all she could do was moan and squirm, or Starlight reaching across the breakfast table, cupping her chin and telling her breakfast was down between Starlight’s legs today.

Star would also meet her every day in the library to inquire about friendship lessons and give Twilight another wing massage. Twilight had been too preoccupied to give the lessons more thought, and had tried to turn Starlight down on the massages, but they felt too heavenly to pass up. She ended up dozing off every time. She hadn’t had dreams during the massage since that first time, but had taken to fantasizing about Starlight’s hands spreading the massage around to her breasts, then teasingly stroking lower and lower along her tummy. She was mortified that her arousal was obvious during the massage, but Star had never given any sign of noticing.

After moaning into her pillow as she came, Twilight managed to drag herself to the shower. She got a steady stream of hot water running and started to lather herself up. The sensation reminder her of the dream and she started to toy with herself all over again. She imagined Starlight was watching her and telling her how sexy she looked with suds all over her body. Before she knew what was happening, Twilight had gone past the point of no return and stroked faster and faster, moaning Starlight’s name as she came once more. She slumped into the tub and caught her breath as the shower sprayed warms drops of water all over her wings and back.

This was getting out of hand. She’d had...infatuations before, though never so intense. There had been Flash, and some fleeting thoughts about Sunset, not to mention a few thoughts she’d buried away for fear Celestia would discover them. She'd always gotten such feelings under control. The thoughts would fade while she focused on the importance of her research or her duties as a princess. But now her fantasies were only getting more intense. She needed some answers and headed for the one place she knew she would get them, the library.

Once she confirmed no one else was in the library she locked the door behind her. She pulled a dozen books down from the shelves with her magic, grabbing anything that was cross referenced to do with obsessions, sex, or dreams. The first was a book on spells to influence dreams. She considered looking, but knew that couldn’t be the explanation. Who would give her dreams like this except Starlight, and she’d seen the error of her ways and would never try to manipulate anyone.

The next two books were on interpreting dreams. Twilight didn’t think there was much ambiguity to clear up on what her dreams meant. The next book title made her blush: Sexual Fetishes and Desires. She’d never read this book before, but something told her it might have the answer she was looking for.

She set the other books to the side and opened up the index, trying to find where to start. There was a huge list of paraphilias and related practices. Sadism...somnofilia...stigmatophilia...then she saw an entry that made her heart skip a beat: submission. There was a whole chapter on the subject with a huge list of sub-references. She opened to the start of the chapter and began to read.

Her breath quickened the more she read and the more things seemed to make sense. Some people preferred to be told what to do in the bedroom. It wasn’t necessarily reserved people like Fluttershy either. The most powerful and assertive people could also enjoy taking a submissive role in relationships. Submissives got the most pleasure by being open and vulnerable for their partner, and sometimes by feeling humiliated or even degraded depending on the person. After the introduction were numerous examples of ways that people expressed submission during sex play. One of the earliest examples matched her dream from the previous night.

She kept reading through the examples and fantasized about Starlight doing each one to her. Collaring her, forcing her to crawl on all fours, denying her orgasms, tying her with ropes and blindfolding her, making her massage and kiss Starlight’s feet, every new possibility made her more flushed and excited. One of her hands drifted up and cupped her breast through her blouse as she continued to read. Her panties were soaked through before long.

It all lined up. The identity of a submissive seemed to fit Twilight like a glove, but she had never had thoughts like this before. Why had they appeared now, and why directed towards Starlight Glimmer? Yet maybe it made perfect sense. Starlight’s modus operandi had been controlling other people, even down to their cutie marks. When she was confronting Starlight at her village and while travelling through time, she’d been focused on Star as an obstacle to overcome. Now that she wasn’t an enemy, maybe Twilight was able to see that side of her in a different context and allow dormant desires to flower.

But what would this mean for their teacher/pupil relationship? How could she teach Starlight about friendship if every night she was naked, collared, and wrapped between Starlight’s thighs? That thought made her press her own thighs together and double over with a horny groan. The idea of submitting to her student seemed to make all her fantasies even more delicious.

There was a knock at the door. Starlight’s voice floated in from the other side of the door. “Hello? Are you in there Twilight? The door is locked.” Twilight gasped and stood up in a rush, her chair tumbling over. Starlight must have heard the chair because she spoke again. “Twilight? Is everything okay? May I come in?”

She couldn't let Starlight in. She couldn't let Starlight see the state she was in or what she’d been reading. The thought mortified her and made her pussy simmer needfully. She gasped as she watched her magic reach out and unlock the door. She was going crazy! Starlight would find out! It would be a disaster. It would be so humiliating.

It would be so fucking hot.

The door opened and Starlight walked in, smiling as she saw Twilight. “Good morning! You’ve never locked the library door before. Up to some secret research?” Starlight giggled, but paused when Twilight glanced frantically at the book, still open on the last entry.

“Oh was I right?” Starlight grinned playfully and walked next to Twilight. “I could help you out. Your pupil is pretty good with magic after all.” Twilight slammed her hands on the book, but couldn’t hide every part of the page.

“No...it’s...not..”

“What's this...submission?” Starlight tried to get a closer look as Twilight slammed the book shut and took a step back.

“I...it was just…” Twilight stammered, desperately looking for something she could say.

Starlight looked down at the title of the book. “Oh wow. Twilight, I never thought you would be interested in these kinds of things.”

Twilight shuddered as a wave of humiliation and arousal swept over her. “No. No I just…”

She never got a chance to finish her sentence. Starlight walked up closer and gave her a deep kiss. Twilight melted into Star's lips. Her knees buckled, but Starlight’s arms wrapped around her waist, holding her steady.

Finally Twilight pulled back for air and stared into Star’s eyes with shock. Star smiled back happily. “I’ve been hoping to find a better way to thank you for all your kindness Twilight. You know, you’re very beautiful, and if you want to experiment with me, I would be happy to so.”

Tears welled up in Twilight’s eyes. All the fears of what Star would think were suddenly wiped away, and the sense of relief overwhelmed her. “I….I don’t know what to say.”

Starlight cupped her chin and gave her another soft kiss. “Say, yes Miss Starlight.”

“Ohhhhhh.” Her knees buckled again. Star eased her down to kneel on the floor. “Yessss Miss Starlight.” She whispered before wrapping her arms around Starlight’s legs. She sobbed happily and squeezed tighter as Star reached down and pet slowly through her hair. Here, at Star’s feet, Twilight felt fulfilled.

Author's Note

Things are looking grim or really great for Twilight, depending on your point of view.

Please send all your comments and speculation as to what may lay in store for the characters in the future. The perspective will vary between chapters, sometimes from Starlight's POV and sometimes from others. For those hoping to see that trigger invoked more often, it'll come.

Also, I'm curious what people's thoughts are on pacing. It's certainly possible to write out Twilight slowly being corrupted over the course of twenty thousand words and four months of updates but that can quickly get repetitive and drag down the story? I have a pretty strong opinion of the story pacing, but if there is a lot of response I might be inclined to add additional chapters that winnow down on certain events, perhaps as side-chapters that aren't plot necessary.

Chapter 4: Day 1

Three friendship lessons were arranged on the table, but Twilight couldn't narrow down which was the best for an initial friendship lesson. Her current state of dress had made it more difficult to focus. After Starlight had discovered Twilight’s fantasies and accepted them, it had been an emotionally draining process and they couldn't rush into things. Starlight had decided they would need to wait a day to talk further over what form their experimentation would take. But in the meantime, to help Twilight get a primer, she’d given Twilight a handful of instructions to follow. Most of the instructions had involved how she’d be dressed today.

She’d put on the tiniest skirt she owned that morning. It was a black pleated skirt that had been significantly more modest, but had suffered burns during an encounter with will-o-wisps. Rarity had done her best to salvage the skirt, but had been forced to sacrifice nearly eight inches of it. Afterwards, it was still technically a skirt, and Rarity had suggested Twilight would find it liberating to wear, but it had seemed far too racy to Twilight and had been hanging in the very back of her closet for ages. Standing up, the skirt just barely covered her rear, and sitting down offered no protection from cold chairs. This was doubly true as another instruction had been not to wear any panties. Along with the skirt, she’d put on a low cut tank top and push up bra. She was showing more cleavage than she could ever remember, not that it was impressive compared to what Rarity could manage, but it was quite exceptional for her.

The outfit had drawn some odd looks from Spike that morning at breakfast, but Star’s gaze was full of pleasure and approval. It had put a lively spring in Twilight's step all day, and made her skirt swish around perilously. Still, she’d been too embarrassed to show her current look to her friends. They’d all come to discuss the impending crystalling for Cadance and Shining Armor’s baby. Twilight had sent word she was too busy with research to join them for the chat, but Spike and Starlight were there and could report back. It wasn’t a total lie. She’d needed the time to narrow down the possible friendship lessons for Starlight. The three options filled large opening categories, making a challenging new friend, reuniting with an old one, or learning about what makes ponies special. The latter seemed necessary for Starlight considering her past predilections, but the reuniting one was the most fascinating.

It had taken a lot of work to track down Starlight’s old friend, but once she’d found his school records, it was just a matter of time before she'd located him. And he was in the Crystal Empire no less. It seemed awfully convenient with the crystalling coming up. Cadance was due to give birth in a little under two weeks, and then the invitation for the crystalling would arrive. Still, the other two options were no less important.

She could talk the options over with Starlight and then...she shivered and pressed her thighs together, letting out a hot sigh from the contact. Balancing her time as Starlight’s pupil and submissive was going to be hard, but she had never let a challenge stop her before.

Just then Starlight returned from the crystalling meeting, poking her head in through the door. “Hey Twilight. Can I ask you something about the Crystal Empire?”

Twilight brightened and stood, hoping where her thoughts had been heading wasn't too obvious. “It’s funny you should mention that. I’ve narrowed your first friendship lesson down to three options and one of them is in the Crystal Empire.”

“Really?” Starlight moved closer as Twilight picked the three options up from the table to show them off.

“Mhm. I found out that’s where the first person you ever cared about lives.”

Starlight’s smile faded and she furrowed her brow, “Sunburst?”

Twilight refolded the pages and walked back towards her work table. “Of course that’s just one idea. We could also go to Griffinstone. Making friends with a griffin is a challenge all by itself. Or we can tag along with the CMC’s the next time they help an Equestrian who can’t figure out why they’re special. I thought…”

She looked back and noticed Starlight hadn’t moved and had her eyes clenched shut like she’d been hit with a migraine. Twilight paused and moved back to her, wrapping an arm around her shoulders. “Starlight...is something wrong?”

Starlight’s eyes jerked open and she looked quickly at Twilight, seeming to just notice her presence. “What? Uh, no no. Those...all sound great.” She formed a tight smile on her face.

Twilight brightened back up. Starlight had seemed in pain in that moment and her smile looked fake, but she insisted that nothing was wrong. Twilight knew she could trust Starlight completely, so it was enough to remove all her concerns. “I know, right? It is going to be hard to just choose one.”

Starlight chuckled through her smile. “Yeah I guess so, really hard.”

Twilight’s eyes shifted back and forth. In truth, the friendship lesson had seemed less and less urgent the longer she’d been in the same room as Starlight. “Out of curiosity, did everyone already leave the castle?”

“Hmm? Oh yes, everyone’s heading home to plan on crystalling gifts and just waiting on our invitation. Spike went back to his room as well.”

“So I guess it’s...just the two of us now?” Twilight reached out and lightly stroked along Star’s shoulder.

Starlight’s forced smile vanished. Her eyes narrowed and she smirked at Twilight like a cat stalking a mouse. It was the same expression she’d had sitting at the cutie map when Twilight had first found her. Back then the look had made her scared and concerned but now it made her knees weak. Starlight stepped closer and wrapped her arms around Twilight’s waist, staring into her eyes. “Say it properly.” She whispered.

“It’s just the two of us now...Miss Starlight.”

“Good girl.” Starlight slid a hand under Twilight’s skirt and cupped her exposed rear. Twilight squirmed and pressed herself tighter against Star’s body. Starlight’s lips pressed against hers and she melted into the kiss, surrendered to it. Suddenly Starlight broke away and stepped back. Twilight’s breath had become quick and shallow and she stared at Starlight, unsure what to do. “We should head to your room to have our talk. But we need to grab something from my room first. You can lead the way.”

Twilight nodded weakly and made her way to Starlight’s bedroom. She realized this was part of the game. Starlight was keeping her off balance, kissing her so intimately and then suddenly changing gears. It helped reinforce that Starlight was the one in control. Twilight had found several books that discussed submission and read them furiously the previous night. It described different practices just like this one. Having Twilight lead the way was a change from usual practice, but she realized Starlight still had trouble finding her way around the castle and getting them both lost wouldn’t help the mood.

Leading was exciting in its own way though, with Starlight right behind her, watching her. She imagined Starlight’s eyes panning up and down her body. And there was the question of just what they were going to get. Could it be a collar, ropes, maybe a sex toy? Starlight had asked yesterday, if Twilight had hard limits. She’d been tempted to declare no limits, but that impulse had been reckless. She had settled for saying she was willing to try anything as long as they had a safeword. Starlight had decided on the safeword, and had been very clever. Rather than a literal word, her safeword would be using magic. Her horn flaring to life would be the signal to stop whatever was happening. It meant she could be gagged and still signal, and meant magic was forbidden while she was submitting, adding another disparity between her and Starlight. The upshot of not mentioning any limits was it was impossible to know for sure what Star had in mind.

They stopped in front of the door to Starlight’s room. “Wait here.” Starlight pointed at a spot on the floor. Twilight stood there in place while Starlight entered her room, closing the door behind her. Suddenly Twilight was alone in the hallway. She’d assumed Starlight was going to grab a single item and they’d be swiftly on their way to Twilight’s bedroom, but soon a few moments in the hallway stretched out to over a minute.

She started wondering what Starlight could be doing. There was no way to know. Was she gathering a number of things together, or just on her bed reading a book? The latter possibility made her squirm in place. It could be Starlight playing another game, teaching Twilight who was in control. She imagined Starlight simply hopping in bed to nap after she’d closed the door, leaving Twilight to stand there for hours, arousal running down her thighs, obediently waiting where she’d been told to. Would she really just stand there for hours if Starlight didn’t return? The idea of it was already starting to make her wet. Was she really this desperate to give up control to Starlight? Yes. The answer came immediately. Twilight wondered if there really was something that would make her safeword. Maybe she was so needy that she had no limits at all. What would Starlight do if she realized how much control she really had? Or was the question when she realized? It was a sexy and terrifying idea, but Twilight realized she may not know her limits until they were reached.

After six minutes, the door opened and Starlight emerged with a large brown duffel bag slung over her shoulder. “Okay, we’re all set. Lead the way to your room.”

Once more Twilight made her way down the hall, now preoccupied with questions of what could be inside the bag Starlight was carrying. It was big enough to hold a whole mini-BDSM lair. The size could have been another game too, making Twilight over-guess what was in store for her. It wasn’t like Starlight knew to bring S&M equipment to Ponyville with her and how much could she have possibly acquired in less than a week?

Once inside Twilight’s bedroom, Star set the duffel bag down on Twilight’s bed then turned to her. “Alright. We’re going to talk about how this works. Take everything off and stand in the middle of the room.”

“You mean strip?”

“Exactly. I still need to confirm if you followed the last of my instructions from yesterday.”

Twilight blushed and began to comply. There wasn’t a whole lot to remove. She started with her top and bra, watching curiously while Starlight dug around in her bag. Twilight betrayed a gasp as Starlight retrieved a silver collar. She continued to strip, unzipping her tiny skirt and kicking it away along with her heels. She moved to the middle of the room and faced Starlight with her legs at shoulder length, giving Starlight an ample view of her bare pussy.

“Ohhh, very good girl.” Starlight put the collar down on the bed and moved closer, leaning down to make an inspection. “Flawless.”

“I...made a spell that dissolved every hair completely.”

“Impressive Twilight, you are quite talented.”

“Thank you Miss Starlight.” She beamed happily.

“Hmmm, Starlight, Twilight, our names start to get a bit repetitive don’t they?” She reached out and cupped Twilight’s chin. “We need something shorter for ease. I can just call you Twi. That works well, don’t you think?”

She’d been called Twi in the past, but never in this context. Starlight was only shortening only her name, demonstrating another disparity between them. There could only be one light in the room. “Yes Miss Starlight, you may call me whatever you wish.”

That made Starlight smile. “Good girl. Stand up straight, Twi, hands behind your back.” Twilight quickly followed her instructions while Starlight returned and picked up the collar as well as a long line of black cloth. She returned to facing Twilight and dangled the collar in front of her eyes. “Are you hoping you get to put this on?”

She nodded vigorously, “Oh yes Miss Starlight.”

“Good girl. We’re going to have that talk now, about what it means to wear this, and if I believe you’re ready for it.”

The idea that there was some question of whether she’d be able to submit created a quick surge of panic, but Starlight stroked her cheek reassuringly. “It’s going to be alright, as long as you’re willing to do what is needed.” She put the collar down and wrapped the cloth around Twilight’s eyes, tying it in a knot behind her head. Twilight breathed a little faster and kept her head pointing forward. She was totally blind but could hear Starlight’s footsteps.

“Quite a situation you have yourself in Twi.” She said, slowly circling, “You’ve been craving this feeling that you only have a name for because you read about it in a book. I’m sure since yesterday you’ve studied, analyzed, and become familiar with all the different ways of submission. Isn’t that right?”

Starlight ran a finger lightly up Twilight’s spine, making her shiver and arch her back. “Yes Miss Starlight.”

“That’s understandable, it’s in your nature.” Starlight circled around her slowly, running fingers along her tummy then whispered gently behind Twilight's ear. “But submission is something that you can’t just read about, you have to feel it to truly understand.” As Starlight spoke there was suddenly a warm lick along Twilight’s nethers.

Twilight yelped in surprise. How was it possible when Starlight was standing behind her? She smiled slightly as she figured it out. “You’re using a ventriloquism spell.”

“Did I ask for commentary?” Starlight replied sternly.

“N-no Miss Starlight.” The voice made her blood run cold.

“You may speak when I desire it.” Starlight’s voice travelled around her again, or was it a spell projecting her voice? There was no way to tell. She felt a hand stroke along her rear and then two pieces of ice pressed against her nipples. “This is the one issue I’m concerned about Twi. You are a fantastic student but that can hold you back in this case. What am I doing to you right now, Twi? What am I doing to your state of mind?” The ice was removed and replaced by two warm palms, cupping both of Twilight’s breasts.

“Y-you’re disorienting me, making it impossible to tell where you are or what you might do with me next. It reinforces how helpless I am in your control.”

The hands slide down from her breasts over her tummy and hips. Starlight left one hand resting on Twi’s mons while Starlight’s middle finger curled and dipped into her folds. Starlight’s voice circled her even as the fingers began to stroke in and out in a steady rhythm. “That’s exactly right, Twi. You read up on all the tricks of the trade. You can analyze every action I take and theorize why I’m doing it, what my intent is in relation to your submission. But can you see how that’s a problem? You’re becoming an voyeur of your own body. You allow yourself to be overly analytical, detached. You won't be able to just feel in the moment. You have read about the concept of subspace undoubtedly. I can tell you that you’ll never be able to get there as you are. You’ve submitted your body to me, but not your mind and without that you’ll always just be taking a half measure. You’ll never get to that deeply submissive state you crave.”

Twilight struggled to remain standing under the assault of Starlight’s finger. She was overflowing and worried there was going to be a wet spot on the floor. She could see that Starlight was right as well. Subspace had been described as an amazing state where people could totally lose themselves in submissive pleasure. As long as she was running a mental play by play of Starlight’s actions, she’d always be a little on guard and never able to fully let go. There had to be some way to get there, to commit herself fully, to silence her subconscious instinct to analyze everything that was happening. She wanted to declare that she was ready to give anything in order to get there, but Starlight had not asked a question so she remained silent, albeit panting in arousal.

“I know of ways to help you get over that analytical mindset. I can train you on how to lose yourself completely in my control. With time you will be able to slip into subspace as easily as you slip on a glove. Are you able to submit both your body and mind to me?”

“Yesss Miss Starlight.” Twi replied huskily. The finger withdrew from her folds and made its way to her lips. She parted them and moaned as she tasted her own arousal.

“Good girl. If you’re fully committed then I know this collar is going where it's supposed to be.” Starlight removed the finger from Twilight’s lips and wiped it dry on her chest. Then Twilight felt the first touch of the silver collar as Starlight slipped it into place. It closed around her neck and then was set in place with a firm CLICK. The sound made Twilight shudder and moan in joy.

Starlight slipped behind Twi and slide her arms over Twi’s shoulders. “I’m going to hypnotize you in order to train your mind to let go. You just have to focus on my words and let things happen.” She untied the blindfold with one hand and as Twilight regained her sight, the first thing she saw was a blue gem swaying back and forth inches from her eyes.

Twilight gasped, instantly focusing on the motion of the gem. She tried to remember the details of hypnosis. She had read about it somewhere before. But every swing of the gem made her lose track of that memory and think more about Starlight’s voice. Her thoughts were slowing down and getting murky, like her brain was sinking into a pool of honey. At the same time, Starlight’s words seemed to resonate, becoming more and more clear, echoing in her head.

Her mind was so slow now that she couldn’t even process what Starlight was saying, but those words were the most important thing in the world. They wrapped around her like a blanket and Twilight allowed her mind to go limp.

Author's Note

Another chapter to round out Thanksgiving week. I'll refrain from making any bad puns. Next week will be Chapter 5: Art of the Trance

Chapter 5: Art of the Trance

Starlight awkwardly raised out her arms, staring uncertainly at Rarity. “There sure are a lot of measurements involved for this.” She commented as Rarity's tape made its way over her belly button.

“Well I have to make sure everything is perfect darling. People with the same basic measurements can still have different physiques which will make a more generic outfit seem ill fitting. And even if this dress doesn’t need every measurement, it’s good to get this information all at once. Next time you may need a ball gown, or a skirt and halter, and it would be a waste to have to take another set of measurements when we can get it out of the way now.”

“And why am I in my underwear?”

“We want to get the most accurate measurement possible, don’t we?” Rarity said with a sly smile, writing down another number as the tape worked its way over Starlight’s hips. Starlight couldn’t help notice Rarity’s eyes seemed to linger here and there. Still it wasn't like she was ogling Starlight, more like evaluating.

She’d paid Rarity a visit to ask about buying a dress. Before she could offer any further explanation, Rarity had whisked her to a back room to take her measurements, pausing only briefly to set up a kettle for tea. Instead of the usual bust waist and hips, however, Rarity was making notes every few inches down her body. Starlight expected someone could make a sculpture of her using Rarity’s notes.

Finally, the measurements were complete and Starlight put her jeans and blouse back on, still feeling under-dressed next to Rarity who was wearing one of her own signature designs. It was a dark blue dress with a deep v-neck top that took full advantage of her ample cleavage along with a slit that rode up to her mid thigh. It was a perfect mix of elegance and temptation, like a femme fatale from a spy novel. Starlight imagined it was a good for getting customers in the mood for daring fashion choices of their own. Rarity had kept jewelry to a minimum, with small blue opal earrings and a thin silver chain necklace. Starlight only had her blue gem pendant.

Rarity set the clipboard down and pulled up two chairs. “Now that I have all your measurements we can get to business. The tea should be ready by now as well.”

Starlight sat in one of the chairs and watched as Rarity walked off into the other room, returning with a small tea set. She poured a cup for Starlight and one for herself. "I hope you like Darjeeling tea. It's a bit lighter than what Twilight usually brews but it's less bitter and has a more complex, deeper flavor. So, tell me about this dress."

“Well, so far all I know is I need a dress of some sort. Twilight said I should get one for the crystalling. I only have a couple outfits right now, and none of them really count as formal wear."

“Oh yes, I can imagine. Especially when back in your village there was nothing but that dreadful sackcloth. Oh, but I suppose it’s rude of me to bring that up.”

Starlight raised a hand apologetically. “No, no. It’s alright, Rarity. I can’t ignore my past. I just try to do my best to move forward.” Though, if all went well no one would realize what her version of forward meant until it was too late. "But it's certainly true, I don't have an eye for fashion. I'll just trust you to make something you think would suit me."

"That is possibly for the best." Rarity allowed a slight giggle. "I don't know if Twilight ever remarked about it, but we all had a friendship lesson early on where everyone learned not to look a gift horse in the mouth, and I learned that sometimes I have to put my foot down and let friends know when their suggestions are just awful. I have a few ideas already, and once I get to my designs I should find something just perfect for you. So that's settled! Now we can allow ourselves a little time to be more personable." She set down her teacup and gave Starlight a warm smile.

"Ah, I hope I haven't been ignoring you when we spend time together." Starlight tilted her head, unsure where this was going.

"Oh no, not at all dear. But we've only seen each other in group activities with everyone around. There are some topics that don't come up with a crowd. I always try to spend one on one time with my friends, and now that includes you."

"Well, that's very nice of you. I've worried that I'm just being tolerated because Twilight wants me to attend things."

"Anyone that counts Twilight as a friend is a friend of mind, dear. I would have invited you over for tea sooner, but I know you and Twilight have been very busy as of late."

Starlight raised an eyebrow at Rarity's tone. "Well, yes. She's been working hard to get me up to speed on friendship. I'm basically starting from square one." She took a long sip of tea

"Oh I'm sure she is." Rarity said meaningfully. "And just how much friendship have you two been having together?"

Starlight gasped mid-sip and broke into a short coughing fit. "What...*cough*, what do you mean Rarity?"

Rarity grinned, "Oh don't play coy, darling. It doesn't become you. I noticed something was different when we all went to help Applejack with her cider the other day. Twilight would give you these little glances when you weren't looking. It was a very different look than what she gave you on that first day. Then I noticed your expression changing too. The other day when Twilight was too busy to join us as we discussed the crystalling, whenever her name came up, your eyes would, pardon the phrasing, sparkle for a moment like a little girl with a secret. Now I doubt any of the others noticed, but I have an eye for such things. You're not going to force me to make a formal accusation, are you?"

Starlight's eyeswidened with a mix of confusion and panic. She had been so careful! But of course she couldn't hide subconscious tells and neither could Twilight. If anyone would have noticed, it made sense it was Rarity. She was more than a fashion designer, she was a socialite, and likely well versed in picking up on hidden cues. But there had to be limits. Rarity had noticed looks, expressions, but she couldn't learn deeper details with that. Starlight carefully chose her words.

"No Rarity, you don't need to do that. It's true. Twilight and I are...seeing each other."

"See, that wasn't too bad was it?" Rarity said with a look of triumph on her face. "Still, I can't believe Twilight would keep such juicy news a secret."

"T-that's my doing. I insisted we not say anything, because I wasn't sure what you'd all think of such a relationship considering my past, and the fact I'm still technically Twilight's pupil, and of course..." She let the other implication hang in the air.

"Maybe Celestia would have something to say about dating your teacher, but I'm just happy for Twilight to find someone she has genuine interest in. I've been trying to hook her up for ages and it's never worked out. The closest I've managed was this man in the royal guard she seemed to be drawn to. A nice enough fellow and quite handsome. Kind of bland once you got to know him, but definitely a good starter to help Twilight get some experience. She dated him for a little while, but it all just seemed to run out of steam. At the time I decided it was because he wasn't quite the man she was hoping for. By that I mean...well it's a long story, another dimension and all, it's complicated. But part of me always wondered if maybe I wasn't offering her suitable partners, if you take my meaning. If she's taken to you, I suppose that hunch was right."

Starlight offered a tight smile she hoped could be read as bashful just as much as the reality of panicked internal scheming. She was apparently safe for now. Rarity suspected she and Twilight were lovers and nothing more. But from here on out, Starlight was in a minefield. Those same perceptive powers that had allowed Rarity to realize a relationship existed would eventually narrow down on what kind of relationship it was. If that happened too quickly, things could fall apart. Starlight ran a hand up her chest and along the blue gem pendant resting there. She'd been debating whether to turn this appointment into another trance or whether to wait until Twilight was fully hers before moving on to her friends. This new turn of events settled things.

"Well you can't just sit there and leave me in suspense. Give me some details. When did you first start having feelings for Twilight? Who made the first move?" Rarity leaned in with a conspiratorial grin.

"O-okay I suppose I don't have any choice. Do you promise if I tell you about it, you'll keep it a secret, at least for now?" She brushed her hand over the gem again, shifting it's position

Rarity's eyes dipped briefly, noticing the motion, before looking back into Starlight's eyes. "You're worrying too much, honestly. We're all very accepting, even Applejack understands about such things, though it would be natural to worry considering her upbringing. But yes, I promise."

"Thank you Rarity. I don't really know who started getting ideas first, but for me, it was when we talked about magic." Starlight slowly shifted the blue gem pendant with her thumb every few seconds as she spoke. "We've both talked a lot about magical theory as well as friendship, and it was obvious Twilight hasn't had someone to talk to with the same passion for magic she has. We both could get deeply focused on those topics. We both find talking about magic very relaxing. It's the kind of topic we both get lost in easily."

Rarity’s eyes dipped again to glance at the gem with each little shift. Starlight noticed a tiny reaction in Rarity's eyes when Starlight put just the right emphasis on certain words. “It makes sense that you'd find common ground there. But you can't tell me that was all."

"Oh no, not at all. We became very comfortable with each other from those talks. And then part of it I guess was living in such close proximity. We would see each other every breakfast and for hours during the day. With so much contact, feelings that would have been slow to develop came must faster. I started feeling how similar Twilight and I were in some ways, and I felt grateful for her kindness. I suppose it's easy for those kinds of feelings to slowly drift into feelings of attraction."

Rarity’s eyes were getting caught by the motion of the gem and returning to Starlight less and less. Some part of Rarity could tell she was getting preoccupied but didn’t seem to be concerned. “I can certainly see that happening, and the teacher pupil relationship, that dynamic can be very intimate."

"Exactly. At first I was trying to hide my feelings, but then I noticed Twilight giving me these looks. I wasn't sure what to make of it. She broke the ice first, by complimenting my pendant. The same one I'm wearing now."

"Hmm?" Rarity's eyes were now locked securely on the gem, but parts of her mind had picked up on the strange tangent. "That's a strange way to start, but it is a very beautiful item."

“Thank you. It’s an old heirloom. It’s not a precious gem as I’m sure you can tell, but I like how it catches the light. Twilight made the same comment. She told me it looked very soothing and that she'd become a bit enchanted with how light glitters through the gem's facets. I gave her a chance to look closer and she remarked how staring at the glittering light felt very nice.”

Rarity’s eyes were getting hazy and her thoughts were clearly slowing down. “I yes, the light is...pretty.” Rarity was not falling as easily as Twilight, but it seemed she was almost fully ensnared.

“That’s right. I started to sway the pendant in front of her eyes. She started to feel very relaxed and her mind started to sink away. I've done it myself, and the more I stare into the gem, the more my thoughts seem to melt away. You may feel a similar sensation, thoughts get cloudy, staring deeper and deeper.” Rarity only offered a whimper as a small turmoil formed in her eyes. There was some part of her trying to push back, but her body was growing looser and her breath was even and slow.

“It’s easy to fall into the gem, for your thoughts to slow down, to melt away.” Starlight unclasped the pendant with her magic and allowed it to float and sway directly in front of Rarity’s eyes. “You just drift down….down, deeper and deeper, so peaceful. It feels so wonderful doesn’t it?”

"It's...but..we were talking about..." Rarity gently protested.

"We're still talking about Twilight's and my relationship. She told me about how my pendant made her relaxed and her body heavy." On that word, heavy, the tension in Rarity's face vanished for a moment, but the look of turmoil quickly returned. Part of her mind realized something was off and was still trying to resist. The usual induction style was insufficient, but based on her reaction to the word heavy, Starlight realized a more kinesthetic approach was needed.

She moved behind Rarity, allowing the gem to sway in mid air in front of her. She started whispering into Rarity's ear. "That's right Rarity, very heavy and relaxed. The heavier your body becomes, the more relaxed you become, the easier it is to sink."

Looking down, she saw the zipper to Rarity's dress, which gave her a perfect idea. "Just like how your breasts can be so so heavy without support. You have to keep them supported, because otherwise they are always pulling down." She gripped the zipper and started to loosen Rarity's top. "So without that support, your full, heavy breasts, will pull you down deeper and deeper."

The zipper made its way down to Rarity's waist. Carefully, Starlight slipped the dress from Rarity's shoulders. From there the dress was easy to peel away, exposing Rarity's breasts to the open air. This led to a soft gasp from Rarity. Her eyes lost almost all focus as Starlight purred more encouragement. "That's it. Those ample breasts, so heavy, weighing you down, pulling you deeper and deeper." Rarity began to lean forward as though her breasts made it impossible to sit straight. She kept her eyes on the gem, but they were growing hooded. As her breasts made contact with her lap, Rarity's eyes slid shut.

"Very good, so nice and relaxed now, so wonderfully deep." Starlight purred, glad that most of the fight was gone. The weight of her breasts had obviously been a powerful analogy, though it would be awkward to add more suggestions with her slumped over. Starlight moved to Rarity's front and slowly pushed her by the shoulders until she was leaning back in her chair.

Starlight took a moment to admire Rarity's breasts. Watching them rise and fall with each of Rarity's deep breaths had a hypnotic quality of its own. Starlight cupped each breast in her hands and kneaded them slowly

"So good, resting against your chair, so relaxing and deep. Feeling how my hands support your breasts, so they don't weigh you down. But if my hands go away, you'll sink even deeper. Supported now, and feeling as my hands slide away." She removed her hands and watched as Rarity relaxed a bit more. She cupped Rarity's breasts again and repeated the deepening several more times, though she appeared to be having some diminishing returns.

"So nice here, relaxed and soft. How do you feel Rarity?"

"Relaxed...confused."

"What's confusing?"

"It's strange, just listening and listening. We were talking about something but now it's fuzzy."

Starlight pursed her lips, seeing there was more to be done. Parts of Rarity's mind could still feel something wasn't quite right. Star's current deepening method had hit a plateau. She needed something novel, like the shared fantasy she made for Spike and Twilight. Rarity was not quite as good a subject, and not ready to accept hallucination suggestions, or quite so desperate to find redemption narratives. A more direct approach would be needed.

Nothing effective came to mind, however. The first volume of Hypnotica Principala provided a series of suggested deepening methods. The ones that focused on body sensations, what would likely work best on Rarity, usually required a physical sensation the subject could associated with deepening. The weight of her breasts had been along those lines, and Starlight wasn't sure what could top it. She decided she needed to scout around a little.

Starlight cast a spell to throw her voice so no matter where she walked, Rarity would hear her whispering right next to her ear. She moved Rarity's hands up to her own breasts to support them. "So good, and just like my hands, your own hands can support you, keeping you in such a nice relaxed state. Star stood up and continued to offer trance patter while she began to explore for the right hook.

She slipped into Rarity’s bedroom. There was a white cat sleeping on the bed that opened her eyes as Starlight entered but ignored her and soon returned to napping. The bedroom fit the rest of Rarity's persona, elegant and refined. There were no piles of books and scrolls like in Twilight’s bedroom and no piles of dirty clothes like in Spike’s. The bed was perfectly made and everything was arranged immaculately. In fact, the only evidence Rarity actually made use of the bedroom was a couple stray hairs on a brush sitting on her vanity table.

That drew Starlight’s attention. Just like her clothes, Rarity’s hair was always perfectly done. She obviously spent just as much time on her hair as she did on her wardrobe. That seemed perfect. “So good, feeling your mind letting go more and more…” She said, continuing her trance while picking the brush up.

She returned to the back room where Rarity still sat, still cupping her breasts. Her nipples had become stiff in the cool air. Starlight slipped behind her and leaned down, returning to whispering directly to her. “The best part of sinking away is how it helps clear out unnecessary thoughts. Your mind is always full of unruly knots and static. An unkempt mind can be like your hair after being caught in a tornado. But just like with your hair, you can slowly brush those thoughts away. You can brush your mind to be calm and orderly and beautiful just like your hair.” She reached out and slowly ran the brush through Rarity’s hair.

Rarity let out a deep sigh and melted deeper into her seat. Starlight purred and started running the brush through Rarity’s hair in slow, even strokes. “That’s it, brushing all those unneeded thoughts away. Each stroke of the brush makes you sink deeper, makes your thoughts sink away more and more until only my words are left.”

Rarity dropped like a rock. Soon her hands fell limply to her sides, but the chair back continued to support her. After a while, Rarity grew so limp Starlight had to hold her head up. Star began to test how suggestible Rarity had become. Rarity's hand rose up without difficulty. She immediately recognized the scent of roses and even identified the variety despite nothing being there. She promptly forgot how to add numbers together when suggested. Starlight had brushed any trace of resistance away.

She considered pushing further, but the induction and deepening had taken longer than expected. She needed to get back to Twilight's eventually and the regular baseline of suggestions was all the time she could afford. She worked to have Rarity forget the trance took place, painting a story of her romance with Twilight for Rarity to remember. Then inserted two trance triggers, one the same as Twilight's and Spike's and one meant only for her. Once that was done, a rare bolt of inspiration hit her, and she decided to add one more suggestion.

“When I snap my fingers you’ll awaken, only remembering our conversation about my dress and me discussing how Twilight and I developed a relationship. Any inconsistency you notice will seem unimportant and you’ll remember how you felt a warm pleasure from conversing with me today.”

Before beginning her count up, she took one more glance at Rarity's breasts before zipping the busty girl's dress back up. She returned to her own chair. “Ready now to wake in 1...2...3” *SNAP*

Rarity’s eyes popped open “I appreciate you telling me about things between you and Twilight. And I did promise to keep it a secret, but I'm definitely going to give Twilight a few special gifts when I have the chance. I still think you should tell everyone about you two sooner rather than later. Trust me, it will be a happy occasion."

“I'll think about it, and talk it over with Twilight. But it does make me feel better seeing how sure you are everything will be alright. Oh, I never asked, how long do you think it would take to make the dress?”

“Well let me see. I usually have a few hours a day for projects that don’t go into my boutiques. Though I do have a...special order to work on. It’s a rush job that has to be done in three days.” Starlight grinned, watching Rarity’s eyes haze over as the suggestions took control. Her eyes cleared up a moment later, “But that leaves me ample time before Cadance is due to give birth. Ohhh! I could give the dress to you once we arrive in the Crystal Empire. Everyone can see it together.”

“That sounds wonderful.” Starlight giggled, “I know it will be spectacular."

Author's Note

The long awaited beginning of Starlight branching out.

Darjeeling tea is named after the province in India that it originates from. I considered making a pony-fied version of the name but felt that might be pushing things a bit too much and make it harder to catch what I was going for with it.

The next couple weeks of life are going to be very hectic, so there may be a couple weeks without an update. I expect to have an update for another story of mine by the end of the year as well.

Chapter 6: Afternoons and Evenings

It had taken a few minutes to get used to the steady rise and fall, but Starlight’s current seat had been an inspired choice. She was able to continue her reading while carefully perched on Spike’s back as he did mindless push-ups.

His dragon adulthood had given him impressive strength and endurance. While he was dripping with sweat from the exertion, there was no hesitation or change to the pace of his workout. Star had the foresight to place a towel on Spike’s back before sitting there to ensure she didn’t get covered in his sweat and had made sure Spike was totally naked so as not to soil any of his clothes. He remained focused on the floor where Starlight had set down her blue gem. Each rep brought his eyes up close to the gem, and then at arm’s length. The zooming in and out of his hypnotic focus and the physical exertion helped pull him ever deeper.

Star turned the page of her book, then reached back to stroke through Spike’s hair while she recited his mantra about dragons, further cementing his ‘discovery’ from days before. With this reinforcement, when the time was right, Spike would not just consciously believe it, but would feel it, as real as the taste of a gem.

She pulled back her hand, now covered in the sweat of Spike’s short matted hair, and wiped it dry on the towel. She turned the next page. She was reading the third volume of Hypnotica Principala. Some of the techniques listed in this volume seemed astounding, like the ability to put someone under with a handshake. It was something that would take considerable time and practice.

Star pet through Spike’s hair once more and listened to his breathing. It was getting much more labored, and while his pace hadn’t faltered, she suspected he was close to his limit. “Good boy, Spike. Pause now.” Spike pushed up one last time and locked his elbows, allowing Starlight to stand up from his back.

“And now, you can relax.” Starlight said with a giggle. Spike slumped to the ground, gasping to catch his breath. He rolled over, giving Starlight a wonderful view of his rock hard cock. Being a dragon had given him other gifts as well. He tended to end up at full attention during Starlight’s training sessions, though he tended to get hard from a lot of things as of late. He’d tented up this afternoon when Star first showed up at his bedroom thanks to the tight cutoff jeans she’d elected to wear. That huge, throbbing member would be quite handy in the future, but that would have to come later.

She sat down next to him and whispered softly. “Such a good boy, Spike. So deep and focused. Feel your truth filling your body and mind. Recite.” Spike repeated his mantra through short gasps of air, letting the programming sink in further and further.

Starlight picked up her pendant and placed it back around her neck. She had another engagement to attend. She took a small glowing white crystal from her pocket. Going through Twilight’s books had revealed a wonderful spell that allowed her to multitask. She placed the gem next to Spike and activated it with her magic. A moment later her voice emanated from the crystal to continue Spike’s training. Starlight had recited the words into the crystal the previous night and now it would play back. Spike would get another two hours of training and then shower and awaken with only a memory of doing exercise.

Once she was sure Spike was focused on the gem’s recitation, Starlight made her way to the library. She knew Twilight would be waiting there for her. Sure enough, as soon as Star walked through the door, Twilight hopped up from a nearby desk and dashed over. “Miss...I mean, hi Star.” She blushed at the breach of protocol, getting ahead of herself in the excitement.

Starlight had created strict boundaries for their play, including the rule that the honorifics they used were only to be used when Twilight was officially submitting. Rules like that were standard practice for the kind of play Twilight had been reading up on since she found that first book that discussed submission. Adhering to those kinds of rules helped increase her trust in Starlight, but the wall between their play and normal time served other useful purposes.

“I’m eager to start too, Twilight.” She said while wrapping her arms around Twilight’s shoulders. “Are you almost done with your research?”

“I’m at a good stopping point. We can go right now.” Twilight replied, looking hopefully into Starlight’s eyes.

Star briefly considered forcing her to work on it a little more, but decided that was the wrong kind of lever to pull this time. “Alright, as long as you’re at a good stopping point. If you’re in such a hurry, you should teleport us right to my bedroom. The no magic rule doesn’t apply until we officially start.”

Twilight nodded and a moment later they popped into Starlight’s room. Twilight was already stripping off her clothes as Star made her way to the closet to retrieve the silver collar. It was a ritual she had established, part of the boundaries for play. They were still student and teacher until the collar clicked into place. Then they became Miss Starlight and Twi. It would be the third time they had gone through the sexy little ceremony, and Twilight had taken to the ritual with zeal; she certainly loved structure.

Twilight pulled off her bra and kicked her panties away, then knelt on the ground, pulling back her hair with one hand. The clothing disparity was another part of the ritual. Twilight always began naked and if she did get any clothing it was on Starlight’s command. Star always remained fully dressed during the sessions. In fact, as far as Twilight could remember, she had never seen so much as an exposed nipple from Starlight. That would change eventually, but it was an excellent training tool for now.

Star slowly walked around Twilight at first, letting her squirm in anticipation. Once Star had circled twice, she slid down to one knee and placed the collar around Twilight’s neck. Star leaned forward, pressing her lips to Twilight’s, then clicked the collar shut. Twilight moaned into the kiss as the weight of that click washed over her. As Star drew back, Twilight gazed at her reverently. “How may I please you, Miss Starlight?”

Star stroked her cheek slowly. “We’re going to start with training your mind today. Come get into position.” Starlight moved over to her bed, which was pushed up against the wall. She set up a few pillows and leaned back on them. Twilight rested her head in Star’s lap, body lying across the bed, leading herself on display. Star pet through Twilight’s hair with her right hand, while her left began to trace circles along Twilight’s tummy. “There we go. Nice and comfy, Twi?”

“Yes, Miss Starlight.” She chirped back, cooing from the soft touches.

“How do you feel right now?”

“A-amazing. It just feels so right to submit to you. I’m excited about being trained so I can please you better.”

Star purred in approval, moving her right hand up to unclasp her pendant. “That’s good. You take to your training so so well. You’ve learned to turn off that analytical part of your mind and become open for my words.” She started to sway the pendant back and forth. Twilight’s eyes quickly began to follow, conditioned to the motion from her earlier sessions. “You just follow the gem, and focus on my voice.” Star’s left hand drifted from Twil’s tummy to her thighs, tenderly stroking with her fingers. “So good as your mind begins to slip away, my voice wrapping around you like a warm blanket.”

Twilight’s eyes grew unfocused as her mind melted away. Her body still responded, though. Her hips pressed up gently as Star’s fingers glanced over her bare mound. Star continued the slow induction, taking her time, able to savor the process. Perfect wording was much less important now. After so many trances, just Star’s tone of voice was able to get Twilight’s mind hazy. “So nice when you let your mind drift away. It allows your body to become more sensitive, to respond to my touch, to let your deeper instincts take over.”

Her fingers slid down to caress Twi’s nether lips. “As you feel those instincts becoming stronger and stronger, your mind drifts deeper and deeper.” She carefully circled Twilight’s pearl with one finger. Deep in trance and working on her instinct, Twilight’s body was quick to respond, grinding back against the touches, body growing warmer from arousal.

“Feel how the more aroused you become, the more open your mind becomes, the deeper my words go, the more my words take control. So hot and submissive, so weak when your body is open for my touch.” Twilight was already overflowing and her breath was growing short. Starlight dipped two fingers into her folds while her thumb caressed her pearl.

“Wrapped around my finger. Arousal building more and more. Obedience growing more and more. You can feel just how hard you’re going to cum. It’s too much pleasure for your mind to bear. If you cum that hard, your brain will have to shut down. It’s so much pleasure, you can just let me do the thinking for you. So nice, building and building on the edge of that perfect overwhelming pleasure. It builds up all that pressure until it all bursts forth at once and you CUM.”

Twilight arched her back and groaned as Star’s tone and her fingers guided her over the edge. The climax pulled her even deeper, and as she caught her breath, hew eyes slid shut and her body went limp.

“Good girl, so wonderfully deep, collar wrapped where it should be, mind open. You feel so wonderful because you’re in my control, isn’t that right?”

“Yesss.” Twilight whispered back, as though she was far away.

“Good girl. It’s important to be a perfect submissive for me when we play, isn’t that right?”

“Yesss,” Twilight’s voice replied with a bit more focus. It had been easy to see Twilight was a perfectionist to a fault, and some of the stories she’d told Starlight had shown it could turn into an obsession.

“That’s right, it’s very important. When you submit to me, you must be a perfect submissive. When you’re with your friends it’s important to be a perfect friend. When you’re with Celestia it’s important to be a perfect student. When you perform official duties it’s important to be a perfect princess.”

The mention of perfect princess made Twilight’s expression shift into discomfort. Starlight stroked her thighs slowly to help soothe her, but not too much. “It’s stressful to be a perfect princess of friendship isn’t it?”

“Uh huh.” Twilight whispered.

“And it can be stressful making sure you’re a perfect friend and perfect student as well. What if you don’t measure up? What happens if you can’t meet people’s expectations?”

The look of discomfort on Twilight’s face grew. “I...I don’t know. I’d do my best and..”

“However.” Star whispered, interrupting Twilight's train of thought, “being my perfect submissive is easy. All you have to do is obey. Being a perfect submissive makes you feel calm and relaxed, isn’t that right?”

“Yeeeaaahhhh.” All the discomfort faded from Twilight’s face. Offered a way to avoid thinking about the stress of other roles, her mind eagerly accepted Starlight’s premise.

“That’s right. When you’re submitting to me, when you’re my perfect submissive, you feel complete and stress free. When you aren’t submitting to me, you feel the stress of those other roles and feel anxious to return to submitting. Isn’t that right?”

She waited for assent and continued, “This is because deep in your heart you’re a true submissive. A true submissive is comforted and calm when she’s submitting. Picture that deep part of your heart as a cup. When you submit to me, your obedience fills the cup and your heart is complete. When you aren’t submitting to me, the cup is empty and barren. When the cup is empty, it’s like a piece of your heart is missing. When your heart is incomplete it’s easy to become stressed and anxious. Having any piece of your heart missing will feel awful, after all. Right now the cup is full as you submit, but when you stop submitting, you’ll feel that emptiness, isn’t that right?”

“Yes.”

“Each time you feel that ache, it will be harder to ignore, it will become a little worse. Each time you submit, your heart will be full and you’ll slowly realize you can’t live without it. Your heart will realize it needs submission just as much as friendship.”

Starlight repeated the suggestions a few more times to help cement them, along with a review of older suggestions to make sure none had lost effectiveness. “Now, I’m going to count to three. When I reach three, you will wake up from trance, with all memories of what happened locked away, feeling so wonderful, cup running over with obedience. One...two...three.”

Twilight’s eyes fluttered open and refocused as she rose from trance. Her face shifted in mild confusion as her mind failed to tell her what had happened, then blushed as the dampness between her legs gave her a hint. She gazed up at Starlight and whispered softly, “It feels good when I can’t remember. It’s another part of me you control.”

“You can’t seem to get enough of my control.” Starlight giggled, leaning down to plant a soft kiss on Twi’s lips. “I need to find some more ways for you to serve me. We should find a new task for you. Kneel in front of my feet.”

Twilight nodded eagerly and slipped to the floor. She rested her head in Starlight’s lap and clutched lightly at her leg.

Starlight purred and stroked through Twilight’s hair a few times. “Good girl. I think the best pose would be one where you are ready and able to meet my desires. Move back one step and sit up so you’re at attention.” Twilight complied and adjusted her posture. “Good girl, now spread your legs out some more and rest your hands on your thighs.” Star used her hands to help Twilight make make fine adjustments to her pose, arching Twilight's back so her chest stuck out on display.

“Perfect. This is your proper place, Twi, at my feet, ready and waiting on my commands.” She stroked a hand along Twilight’s breasts to stiffen her nipples. “When you’re in your place, you can easily feel the pleasure of being open to meet my every possible desire. Now, eyes forward.”

Starlight walked out of Twilight’s vision, over to her duffel bag of toys. It was not a very extensive collection, only a few items she knew would come in handy for training. She retrieved two nipple clamps with small silver bells on the end. As she returned, the bells jingled softly, making Twilight perk up in interest. Once Starlight showed her the bells, her eyes widened.

“What you need right now is a little decoration.” Clamping the two bells onto Twilight's nipples elicited a soft yelp. Star grinned and toyed with the bells for a moment before looking in Twilight’s eyes.

“There. A good girl, decorated so nicely for me. Now I’m feeling thirsty, so I want you to go get a bottle of wine and glass and bring it back here.”

Twilight’s eyes widened again. “You mean like this?”

“That’s right. I spoke to Spike earlier and he said he was staying in his room for a few hours to exercise. His room is out of the way from the kitchen. You’ll be perfectly safe. Now no running, just take a slow, casual stroll. You’ve been following your training well, so I know you’re capable of this.”

Starlight could see in Twilight’s eyes that she was steeling herself for the task. The need to be a perfect submissive ran strong. “Yes Miss Starlight. I can do this.”

“Good girl.” Star gave her a warm kiss. “Get going.”

Twilight stood and walked out the door into the cold hallway. Starlight stood and stretched while reflecting on how well Twilight was developing. How ironic that there was such fertile soil in Twilight’s heart to be so thoroughly dominated. Star had planted a tiny seed and it was quickly germinating. Every indication was she could accelerate things. Once Twilight returned, she could take her on a stroll around the halls, perhaps even have her walk by Spike’s room.

After a while, Starlight heard the jingling of the bells. She sat back on the bed as her bedroom door reopened. Twilight walked over to Star with a bottle of red wine, a single glass, and slick thighs. She was flushed and breathing heavy. Star grinned at her in anticipation. “You look excited Twi. Maybe the chance of getting caught turned you on.”

“N-no Miss Starlight, I….” She reddened and looked down for a moment, then looked earnestly into Starlight’s eyes. “It’s not that I could have been caught that excited me. It’s that I still obeyed for you even though I might have been caught.”

Starlight paused in surprise. It was the sort of thing she’d expect, it was the kind of thing she was training Twilight to feel. And yet, hearing her say it, so earnest, so vulnerable as she admitted the depths of her submissiveness… “Oh you gorgeous sexy girl.” Star stood and wrapped her arms around Twilight, pulling her into a deep warm kiss. She used her magic to set the wine and glass down and pushed in closer. Twilight melted into the kiss, going almost limp in Starlight’s arms.

Star picked Twilight up and layed her on the bed. She removed the nipple clamps and hopped up to straddle Twilight’s hips. She leaned down, kissing and roaming over Twilight’s body, wanting to feel and claim every inch of her at once. Twilight squirmed in Star’s grasp, her own hands moving up to cup Starlight’s breasts through her blouse. Star shivered happily, quickly tugging up her top. Maintaining a disparity of being clothed while Twilight was naked was part of her plans for training her, but in that moment, she just wanted to feel Twilight's hands get closer.

Soon her thigh was pressed against Twilight’s slit. Twi moaned and ground back, moving her hands to Starligh’ts rear, holding on tight as her hips bucked faster and faster. Star purred, body heating up, mesmerized by the deep look of pleasure on Twilight’s face, wanting to feel Twilight shudder against her.

She grasped onto Twilight’s hands and stared down into her eyes. “Mmm that’s it. Good girl. Cum for me….mmmmm cum for Miss Starlight!”

Like the good girl she was, Twilight obeyed, throwing her head back, crying out in bliss. She arched her back and wrapped her legs around Star like a vise.

Slowly, the waves of pleasure subsided and Twilight fell back into the bed, limp and gasping for breath. She looked up at Star with an uncertain expression. “Oh, Miss Starlight, you haven’t cum yet.”

Star kissed her and shook her head. “You aren't supposed to worry about such things. Right now you’ve pleased me perfectly.”

The uncertainty faded and Twilight smiled at Star reverently. Starlight stared back, lost in the joy of seeing that smile. She’d made Twilight so blissful. Friendship was nothing compared to her dominance. She was broken out of her reverie by Twilight’s next words. “I love you, Miss Starlight.”

Star pursed her lips, uncertain about what to say, but then melted and smiled back. “I love you too Twi.” The words felt nice as she said them. The two lay close, gently kissing and nuzzling and relaxing in their shared warmth.

After a while, Star stroked Twilight’s cheek and offered an apologetic smile. “We’ll need to stop soon. We have a picnic to go to.”

Twilight gave a crestfallen look but nodded. “I know. We shouldn’t be late.”

Star guided Twilight up to a sitting position, slowly tracing her hands along Twilight’s back. She planted soft kisses on Twilight’s neck and cheeks, whispering soft praise with each. “My good girl.” Kiss. “So wonderful.” Kiss. “So warm and sweet.”

She began kissing Twilight's lips and brushing through her hair, continuing the soft praise, all working to soften what she knew would be a blow. Star unlocked the collar and pulled it from Twilight’s neck.

Twilight let in a sharp breath of air and gave Star a tight squeeze, burying her head into Starlight’s shoulder. Star squeezed back and kissed Twilight’s temple. “It’s okay. That was so nice, I loved it so much.”

Twilight lifted her head and gave Star another long, warm kiss before leaning back, regaining her composure. “Thank you Star. That was wonderful.”

“It’s my pleasure, Twilight.” Star grinned and used her magic to pull all of Twilight’s clothes up to the bed and helped her get dressed. The aftercare was essential, even as she was arranging for Twilight to feel massive sub drop after each of their sessions. The aftercare helped grow Twilight’s trust, and leaving too harsh a drop might make Twilight retreat from play. And Star realized the idea of leaving Twilight totally shattered would make her feel bad. Twilight belonged to her, and there was no point in needlessly harming your own possessions.

Once Twilight was fully dressed, Star walked her to the door and gave her one last kiss. “We’ll both need to freshen up. Should we meet in the library before we head to the picnic?”

“That’s a good idea. Let’s say twenty minutes?” Twilight bit her lip, hugging Star and kissing her one last time. “I’ll wait for you there.” She reluctantly stepped out of the room, giving Star a final parting glance, and then she was gone.

Starlight quickly showered and changed into a fresh set of clothes. She expected this picnic would be like the others she’d attended. They felt a bit perfunctory to her, hanging out for the sake of hanging out without having any guided purpose. It was usually a frustrating, chaotic occasion with no one in charge and conversations that flowed from cake to Wonderbolts to apples at random. Starlight spent most of the picnic time listening to everyone else and fantasizing about what it would be like once they were all under her control.

After twenty minutes, she went to the library. Twilight was waiting for her there. She had changed her clothes as well, putting on a casual blouse, but to Starlight’s shock, she had also put on the black pleated miniskirt from their first session. Twilight had been too embarrassed to let her friends see her wearing it that time, but now she was going to wear it out in public?

“Twilight, your outfit…” Star said with uncertainty.

“Hey star.” Twilight wrapped around Star’s waist and gave her a kiss. “Not often I leave you speechless.”

“I’m just surprised at your outfit choice, and I think kissing me like this breaks our rules a bit.”

“Not at all. I’m your girlfriend remember? At least as far as Rarity knows.” She’d had no choice but to tell Twilight about the white lie she’d given to Rarity. It would be trouble if the two of them were together and Twilight refused to acknowledge the lie, or worse assumed Rarity knew more than she actually did and spilled the beans about what they were really up to. “But not to worry, I’ll be discreet when we’re at the picnic.” Twilight gave her a mischievous smile.

“Oh and that skirt is discreet?” Starlight giggled back and ruffled the pleated fabric. “I can see the bottom of your cutie mark.”

“Rarity's been encouraging me to dress more exotically for years. It’ll show her you’re having an impact on me. Besides, everyone will be able to confirm I’m not hiding an equal sign down there.”

Starlight gave her a sour look and Twilight responded with an apologetic squeeze. “I know, a bad joke, but you walked right into it.”

Starlight’s expression was genuine, though not for the reason Twilight assumed. The reformed Star that Twilight believed in would naturally dislike being reminded of her past misdeeds, but the real Star felt no contrition over her actions. Being reminded of the Village of Equality was not a memory of past sins but of her own shortcomings and complacency.

The village was the only place she’d ever truly belonged, and she'd seen it as a symbol of her finally being able to solve disharmony. But it had failed. Everyone had turned on her anyway, like always. She’d been forced to come to terms with that failure and realized that cutie marks were not the source of the problem.

In reality, Twilight’s arrival had been a blessing. Equality had been flawed. The other shoe might not have dropped for years, maybe even ten, but with such a flaw, the community would have to fail eventually. Twilight had exposed the flaw far sooner and given Starlight the focus and motivation to that allowed her to find a better answer. Hypnosis could allow her to control the deepest cores of Equestrians, and fix dissonant personality traits that even removal of a cutie mark couldn't solve. She could start again and make Ponyville an even greater town than the Village of Equality. Perhaps all of Equestria would one day become as happy as Twilight was, wrapped around Starlight’s finger.

“We could date, right? Not just as a ruse towards Rarity?” Twilight bit her lip for a moment and pushed herself closer. “At first I just saw our games as an outlet for me but…” she looked down, “When I said I love you earlier during our session I...it was in the heat of the moment and don’t know if I feel things that strongly but there’s something there. If you’d be okay with it, I’d to explore being your girlfriend when I’m not being your submissive.”

It was clear Twilight had been brewing on this thought for a while. It was also clear that Twilight was broaching the subject now as a coping mechanism for the empty cup she felt in her heart. It was natural for people who played D/s games to also be a couple, and it was a nice stepping stone.

Starlight stroked Twilight’s cheek and whispered, “I do think there is something here. Just like with the games, we’ll need to take it slow and talk things over as we go, but I’d be happy to be your girlfriend.”

Twilight beamed and entwined her fingers with Starlight’s. “Thank you Star, that means a lot to me. Now I’m ready for the picnic.” She turned to lead them out of the castle. “And tonight, after dinner...could we have one more session maybe?”

Author's Note

And thus another chapter is added. I'm going to update my other story on this site before the next chapter of this comes out. Depending on how this upcoming school year looks I may have to fall back to an update every two weeks for OiM.

Chapter 7: Pinkie Pie Investigates

“There’s something weird going on between Twilight and Star.” Pinkie Pie suddenly declared. “During that picnic yesterday my Pinkie Sense was going off whenever Twilight looked at Star. Each time it was ear twitch, ear twitch, nose tickle, tummy quiver. I’m not sure what that means yet but it feels like trouble, don’t you think?”

Gummy carefully licked his left eye in response, but Pinkie was undeterred and continued to express concerns to her pet. “I can’t put my finger on it, but there’s something Twilight’s hiding. I know keeping a secret is important, but there are surprise party secrets and trying to hide bad stuff secrets. If it’s that kind of secret, then it means there’s trouble. I need to get to the bottom of this.” Pinkie slammed her fist into her left palm in determination, then noticed she hadn’t yet eaten the cupcake in her left hand and it had been smushed.

“Oh, whoopsie.” She worked to lick the frosting clean on her hand and then went to find some allies.

“What makes you think there’s something going on?” Fluttershy asked softly, pouring tea for Pinkie Pie. Pinkie had dashed over to Fluttershy’s cottage to try to get her help. As usual, the cottage was full of animals fluttering, crawling and hopping over the place. Pinkie always wondered how Fluttershy found so many creatures, or if the creatures found her.

Pinkie took a sip from her tea, then found a baby duckling had decided to rest on the saucer, so kept the teacup in her hand. “Well for starters, I asked Twilight yesterday how things were going with Starlight and she said, ‘Oh, just fine.”

“And?” Fluttershy tilted her head.

“Just fine? What kind of answer is that? It’s the sort of thing you say when you are trying to hide stuff that’s NOT fine.”

“Or maybe things are just fine.” Fluttershy shrugged. “What could she possibly want to hide from us?”

“Well...what if Starlight’s a huge slob and is making a mess in the castle and Twilight is too self conscious to bring it up? Or what if the power of having a student has gone to Twilight’s head and she’s forcing Star to do this and that for her? Or what if Starlight isn’t really reformed, has Twilight under some spell, and is secretly plotting to get revenge on us all?”

Fluttershy bit her lip and offered a forced smile, “But you don’t really think something like that is true, do you?”

“No, but that’s the point. It could be anything. There’s something going on and I intend to find out what. I just need some help with the investigation.”

“I...don’t think that’s a good idea.” Fluttershy demurred. “If there is something Twilight wants to keep secret, I’m sure she has a good reason.”

“Or a really bad one,” Pinkie insisted. “And what kind of friends are we if we don’t find out which?”

“You shouldn’t interfere with Twilight’s private life.” Fluttershy said much more firmly. “This is the kind of thing that ends with you talking to a bucket of turnips.”

Pinkie let out a long sigh. “Fiiiine. You don’t have to help, but when it turns out that Star and Twilight swapped bodies in a magic accident and have been trying to hide it, don’t come crawling to me.” Pinkie stomped off. She realized she was still holding the teacup and brought it back to the table. “Thank you for the tea.” She marched off again and closed the door behind her.

Pinkie decided to head to Rarity’s after striking out with Fluttershy. The boutique was open access in the mornings but by appointment only in the afternoons so Rarity could work on her projects. Her friends always had an open invitation, of course. Pinkie walked into the boutique and headed straight for the back room where Rarity would do her sewing.

She found Rarity hard at work on what looked like a black skirt. “Heyyy Rarity!” She called out. But Rarity didn’t seem to notice. Pinkie moved up closer and tilted her head. Rarity was incredibly focused on her work. “Hey Rarity!!!” She said again into Rarity's ear.

The second cry got her attention. “Wha….ohhh hello Pinkie. When did you get here?”

“Just a minute ago, but you were super distracted by the dress.”

“Oh yes, it’s a special order I have to get ready soon, but there should be plenty of time. What brings you by?”

Pinkie quickly outlined her thinking, giving Rarity an oddly coy smile. “Something between Twilight and Star? I suppose something like that might be possible.”

“So you’ll help me out?”

“Oh Pinkie, I don’t think we should be too nosey.” Rarity said with an overly wide grin. “If Twilight was in trouble she would ask for our help. In fact, if Twilight has something she needs to get off her chest, I expect she’ll tell us when she’s ready. We should just let her be.”

Pinkie frowned, unconvinced. “If something really really good was happening, why would she keep is a secret though?”

“Oh, lots of reasons.” Rarity giggled softly. “Really Pinkie, I’m absolutely certain nothing untoward is happening. Don’t disturb her.”

Pinkie walked away from the boutique, counting off on her fingers. “Fluttershy and Rarity won’t help, Rainbow Dash is still off in the mountains training, and Applejack is at Sweet Apple Acres and I really don’t want to have to walk all the way out there. It looks like it’s up to me.”

Just then, Pinkie noticed a head of green hair out of the corner of her eye. It was Spike, walking out of Quills and Sofas with a satchel. It was a perfect opportunity to begin investigating. She followed behind him for a block then made her move.

“Heyyyy Spike!” She jumped up and gave him a big hug from behind. It was fun seeing his reaction, especially when he would get flustered feeling her boobs pressed against him. He seemed way more flustered than usual as he looked back in shock.

“Wha...Pinkie...I uh...hi.” He blushed quite a bit and looked oddly guarded.

“Whatcha up to?” Pinkie bounced a bit.

“Oh the usual. I’m bringing some supplies back for Twilight.” He inched away, in an odd hurry to leave.

“Well, you should take a break. My place is super nearby.” She grabbed his arm and started skipping down the street, tugging him along. Once she tugged him inside she sat him on the table. “One sec!” She dashed to the back room where she had a cache of gems for future Spike parties and brought them back. “Take a load off, enjoy a few gems.”

“Uh, s-sure thing.” he said, crossing his legs and taking a bite from an emerald.

“By the way, what do you think about Twilight and Star?”

The half eaten emerald fell out of his hand. “I never...uh...what do you mean? Think about them how?”

“Well you know, what are they like when they’re together?” She leaned in closer trying to judge his expression. Spike squirmed in his seat and grew more flushed.

“T-together?” he gulped

“Exactly. You live with them both, so you must know how they act around each other. Maybe even times when they think they’re alone but you actually see them while they…”

“Ah...actually Twilight really needs these quills. Gotta go!” Spike half stood from his seat, paused, then awkwardly slid the rest of the way off and dashed out the front door with his satchel shifted to rest on his hips as he went.

Pinkie held her chin, staring at the door. “Curiouser and curiouser.” She wondered why Spike had reacted so oddly to her perfectly innocent questions. Had he seen something he wasn’t supposed to?

There was clearly no choice but to go right to the source. Thus began operation Spy on Twilight and/or Starlight Until They Spill the Beans.

Pinkie camped out in the bushes along the path that led to Twilight’s castle. She’d brought a disguise mustache and glasses along with other important spy equipment and a selection of snacks to keep her going. There was no telling when someone would come out of the castle but when they did, Pinkie could tail them and finally figure out what was going on.

After waiting just over an hour, Pinkie ran out of snacks. She knew it would be hard going without anything to sustain her, but made the commitment to stay put. Luckily, twenty minutes later she saw Twilight and Star walk out of the castle together holding hands. After about a hundred feet out of the castle, they let go of each other’s hands, but kept their shoulders touching as they chatted.

It was strange behavior for a teacher and student. Maybe it was some kind of friendship lesson? She would have to continue following them as planned and see what other information she could garner. She dipped into her bag of spy gear and pulled out a newspaper. She unfurled it to hide her face as she followed them down the street, watching carefully through the two eyeholes she’d cut in the paper.

The two of them made their way through the town square and stopped at Chez Hors D’oeuvres. That was lucky, as Pinkie was starting to get a bit hungry after almost half an hour with nothing to eat. She waited and got a seat on the far side of the restaurant and watched the two of them through her newspaper.

“Um, can I help you?” A confused looking waiter said next to Pinkie.

Pinkie held the newspaper up higher enough to continue blocking her face towards Star and Twilight. “Yes, I’d like an ice cream sundae with hot fudge, a slice of chocolate cake, and a ribeye steak medium rare.”

“Alright. Do you want your dessert at the same time as your entree or after?”

“Oh, after I’m done I’ll decide if I want to order dessert.” She replied.

“Uh, alright, I’ll send your order in.” The waiter replied. Pinkie continued her observations.

Twilight and Star had just finished ordering their own meal and had returned to staring at each other, speaking in low tones now and leaning close on the table. Pinkie couldn't hear what they were saying, but both seemed to be very focused on each other. Twilight had a soft smile on her face and was gazing into Starlight’s eyes like Star was a giant chocolate cake.

Just then, a look of surprise came over Twilight’s face which then melted into an embarrassed blush. Pinkie’s toes started to tickle, which meant something was happening low to the ground. Pinkie ducked under her table and glanced over. She could see under their tablecloth that Star’s foot was lightly stroking along Twilight’s leg.

Pinkie gasped. “Playing footsie? That’s not the sort of thing a student does to their teacher. More like….a girlfriend?” Could that be what it was? Was Twilight hiding the fact that she and Star had started dating? That might explain Spike’s odd behavior as well. A healthy boy living under the same roof as two hot girls who had the hots for each other. He might just be embarrassed about his own imagination.

At that point Pinkie’s waiter leaned down with a quizzical look. “Um, your meal is here ma’am.”

“Thank you, I’ll be back up in a moment.” She replied.

Once she was back up in her seat, she continued to watch Star and Twilight throughout their dinner, which was looking more and more like a date. They continued talking in low tones punctuated by bursts of laughter. Twilight seemed to hang on Star’s every word and once Pinkie thought about it in terms of them as a couple, she could see Twilight looked happy in a way she hadn’t ever been before.

Twilight was always happy about friendship, or magic or books, but had never really seemed interested in romance. She’d never had any long term partners, or even sex friends like Pinkie did. Even for that Canterlot guard she’d dated a few times, Twilight had never looked at him like she was looking at Star. It almost looked like Twilight was in love.

Twilight and Star shared a dessert and then headed off towards one of the nature trails nearby town. Pinkie continued to follow them through the trees that were just beginning to turn color. The further out of town they got, the more comfortable they got with their conversation. Their hands ended up reconnecting, apparently sure no one was around to see them.

As the two lovebirds got into the deepest part of the forest, Twilight tugged Star by the arm off into the trees. Pinkie carefully tiptoed to follow them. She rounded an oak tree just in time to see Star pulling Twilight into a deep kiss. That cinched it, the two of them were dating in secret.

It made a lot of sense that Twilight might want to keep that a secret. She was always bashful when it came to such feelings and she might worry what some would think about dating her pupil. But it did look like Twilight was having a good time, and that was what was really important. It seemed about as bean spilling as things were going to get.

Pinkie followed the two of them as they concluded their date, walking back to the castle and heading inside. Pinkie set her spying equipment down and nodded. “It turns out it was something really good after all.” Pinkie grinned. Twilight probably would tell everyone eventually, but now that Pinkie knew, she had to keep it a secret too. She made a Pinkie promise to herself not to spill the beans until Twilight was ready.

As she turned to leave she got a huge Pinkie Sense tingle. Her tummy quivered, her ears twitched and her butt wiggled. There was something else going on that needed looking at inside, she realized. Moving around the castle, she found one of the lowest windows. She did a small jump, then used that momentum to jump a little higher, and then higher still, grabbing hold of the window and pulling herself inside.

Her Pinkie Sense let her know to travel left down the hallway and then right, taking her to Twilight’s bedroom. The door was open just a crack and Pinkie could hear some movement inside. Carefully, she tiptoed up to peek through the door to see what her Pinkie Sense wanted her to watch.

Inside she saw Twilight and Star, but Twilight was now on her knees, completely naked with a collar around her neck. Starlight was still dressed as she’d been from the date, circling Twilight, whispering something Pinkie couldn’t hear from the doorway. Star paused in front of Twilight and pressed two fingers to Twilight’s lips. Twilight immediately began to suckle on both fingers all the way to the knuckle while her own hands drifted down to play with her pussy and breasts.

Pinkie’s eyes grew wider and wider as she watched. Not wanting to be caught, she slowly backed away from the door and tiptoed off back the way she came and hopped out the window. She stood there on the ground for a minute thinking over what she just saw.

“I just can’t believe it!” She said to herself. “Not only is Twilight dating Star, but their having kinky roleplay sex? She is sooo lucky!”

Pinkie collected her spying gear and skipped her way back to her house. Everything appeared to be fine with Twilight, but watching the two of them had gotten Pinkie a little worked up and a little private Pinkie time was in order.

Author's Note

The much delayed much anticipated (and hopefully not forgotten) next chapter in OiM. Updates should happen more regularly again, every week or two.

Chapter 8: Delayed Gratification

How could you? You said cutie marks were evil.

You lied to us!

Starlight woke up in a panic. It took her a few moments to remember where she was. It had just been a dream. She wasn’t back in the village, she was in a bed in Ponyville. Her dreams had been alternating between fantasies of dominating Twilight and nightmares of that day everyone had turned on her. She was never sure if she was going to wake up satisfied or in a cold sweat.

There was a soft murmur from Twilight turning over in her sleep. That reminder of Star’s control was comforting as the dream completely faded. It had been three days since Twilight had decided they should be officially girlfriends. She’d become more and more clingy over the past few days, hence Star sleeping in bed with her. The girlfriend experience had been rather fun. They would go on dates each day, walking along trails or dining out in town, while still ostensibly keeping a low profile. Twilight still felt nervous about other people knowing about them, though if anyone had been watching them on dates, Star expected it was obvious what they were up to.

Ironically their time as girlfriends had remained very chaste with little more than some making out and footsie under a table at Chez Hors D’oeuvres. Even in bed, both wore full body pajamas. At the same time their play was becoming more frequent and intense. Anytime the two could be alone, Twilight wanted to be collared and subservient.

Twilight woke a moment later and smiled up at Star. “Mmmm, good morning.” She sat up and stretched out her arms and wings. She brushed her tangled hair out of the way and leaned in to give Star a kiss. Star reflected it was a nice way to start the day and made forgetting her bad dreams quite easy. Even better was seeing the need in Twilight’s eyes as she pulled Star into a hug.

“Mmmm how are you Star?”

“I’m doing better now that you’re up.”

“Glad to see you too. Do you think we could….this morning before breakfast I mean?” She stared softly into Star’s eyes.

Star pet through Twilight’s hair and giggled as her fingers got caught in some of the tangles. “Go shower and get cleaned up first, and then we should have some time.”

Twilight nodded and dashed out of bed to the shower, working on pulling off her pajamas as she went. It was fun to see how eager she was for the collar to be around her neck. It was proof even the girlfriend experience was starting to not be enough to sate the deep need for submission that Starlight continually reinforced in her.

Twilight returned from the bathroom naked and freshly showered with her hair dried and combed. She knelt in the middle of the floor as Star walked over to get the collar from the dresser. Once it clicked into place, a look of peace spread over Twi’s face.

Star pet through her hair once more. “Good girl. Tidy up the bed while I shower.” She casually made her way to the bathroom while Twi went to work straightening up.

She took her time in the shower, knowing that being alone would be just as pleasurable for Twi as long as she was being a perfect submissive. The shower was a good place to plan as well. Cadance was expected to give birth in less than a week. Once she did they would all head off to the Crystal Empire. Starlight hoped to have a few key objectives finished before that took place. Today’s agenda involved more focus Rarity. Her special order should have been completed by now. It had been four days since she had hypnotized Rarity and she was also due for a check-up.

Star dried off and wrapped herself up in just a towel before returning to the bedroom. She found Twi kneeling at the side of the now made bed. Twi gasped and her eyes ran up and down Star’s body. Starlight giggled at the reaction. Lusting after Star’s body had been one of the constant themes in Twi’s hypnotic sessions and she had still never seen Star naked, while out of trance at least. It led to Twi being quite preoccupied when Star chose to wear anything revealing.

Star leaned down, giving Twi a good look at her cleavage as she kissed her on the forehead. “Good girl, you did well cleaning up.” She took Twi’s hand and brought her up to her feet.

“T-thank you Miss Starlight.” Twi purred.

“You’re very welcome. Now I need to get dressed. Turn around.”

Twi pouted slightly, but obeyed the command. Star had played this game once before and enjoyed how desperate Twi seemed to get knowing Star was naked but she wasn’t allowed to see. Star removed her towel and draped it over Twi’s shoulder to confirm what forbidden fruit was currently out of view.

She worked her way over to the dresser and spent some time rifling through the clothes, giving out audible “hmmm’s” as she decided what to wear. Finally going with some jeans and a simple buttoned blouse she returned to Twi’s side. “Alright, I’m finally dressed. And I think we have at least half an hour before breakfast.”

Starlight put Twi through her paces, posing on command and playing with herself while cradled in Star’s lap. She didn’t push things too far as she needed to save her creative energy for Rarity. After breakfast she gave Twilight a hypnotic reinforcement session and then headed towards the boutique.

Rarity’s shop closed in the early afternoon so she could work on new pieces. It was a good time to be alone with her. Rarity’s friends were always allowed in, and because Starlight had been added to that group, Rarity had shown her how to get in through the back door with a hidden key. Star walked through the showroom towards the back rooms where Rarity went to sew.

Rarity was there, bent over her sewing machine working on a patch of yellow fabric. She had taken off the elaborate dresses she wore while minding the shop and changed into a more sensible set of work clothes, just a T-shirt and a pleated skirt. It likely meant there were no appointments with customers today.

Star called out as she walked into the room and Rarity looked up. “Oh Starlight, what a surprise. What brings you here? I’m still designing your dress and it won’t be ready for another five days at least.”

“Oh I’m not here for that one.” Starlight grinned. “I’m here for the special order.”

Rarity looked confused for a moment and her eyes turned hazy. “Special….order? I...oh of course, yes. That is ready for you.” She stood up from the sewing machine and walked over to a closet, pulling out a large box wrapped up in a purple ribbon. “Yes, here it is.” She walked over and rested the box in Starlight’s arms.

“Thank you Rarity, I’m sure you did immaculate work.”

“I’m sure I did.” She replied a bit uncertainly. “But I can’t...seem to remember. When did I make this? I can’t even recall what.” She furrowed her brow, getting caught up in the contradictions. “Something feels strange like…”

Starlight set down the box and pressed a finger to Rarity’s lips. “Just relax, you don’t need to worry about that. You just obeyed, and Obedience is Magic.”

Rarity’s eyes fluttered and she sighed, but there was still recognition in her eyes. “What did you….I feel so.”

There was still resistance, but the trigger still had an effect. “Don’t worry, just let go. Sink into that feeling. Obedience is Magic.” The second use made Rarity’s eyes get hazier and her body began to relax. “That’s it, Obedience is Magic, just sink into the feeling as all the tension slides out of your body.” The third use of the trigger was enough to push Rarity all the way down and she slumped into Starlight’s arms.

“That’s it, so nice to relax and let go.” Starlight whispered, guiding Rarity back into her chair at the sewing machine. She’d brought a brush with her this time and began to trace it through Rarity’s hair, deepening her just as she had before. Soon Rarity was completely wrapped up in Starlight’s words.

But there had been more resistance than Starlight had hoped. After several days with no reinforcement, it was to be expected Rarity’s suggestions would weaken. That was a natural effect. All suggestions needed reinforcement from time to time. But Rarity was pushing back against her suggestions sooner than Spike, who she had been reinforcing only every few days while she focused on Twilight.

She would need to find an additional angle to help weaken Rarity’s resistance. Ideally a method of self reinforcement would work best.

Rarity was quite perceptive, but not in the analytical way that Twilight was. She relied on her instincts and attention to detail to make such beautiful clothing. It seemed likely those instincts were the same source of her resistance. Something to help distract her mind would help. Star had an idea what might work.

Rarity took more time to trance and reverted faster but was just as suggestible as Twilight once she was suitably deep. Star expected Rarity was capable of handling some visual and auditory hallucinations. A full fantasy world like the time travel adventure she’d constructed for Twilight may be harder for Rarity. Having her ignore a few things would be far simpler.

“Alright Rarity. Listen very carefully. In a moment, I’m going to count to three. When I do, you’ll open your eyes but will still be in this deep state. When you open your eyes, you’ll forget that I visited and will ignore me completely. Even when looking right at me, you’ll be unaware I’m here. You will not see me nor hear me. Your conscious mind will be convinced that you are alone. However, your subconscious mind will still be focused on my voice and obey my commands. If I tell you to do something, your conscious mind will believe it was your own idea. If I ask you a question, your subconscious mind will answer me and your conscious mind will ignore it.”

Starlight worked over the suggestions a few more times to make sure they were clear in Rarity’s mind, then moved a few steps behind Rarity’s chair. “Alright, here we go. 1...2...3” She snapped her fingers

Rarity’s eyes fluttered open and she straightened up in her chair. “Oh my, did I doze off?” She stood and turned, staring directly at Starlight, but her eyes were trying to fucos on something further off. A look of puzzlement came over Rarity’s face, then she leaned to the left and her eyes focused on the far wall. “Oh thank goodness. I only lost about fifteen minutes. I can’t afford to get behind schedule.” She sat back down and returned to sewing.

Starlight was impressed. She’d been in the way of the clock on the wall. Rarity had still followed her suggestion to ignore Starlight's presence, but had to move so Starlight wasn’t in the way of the clock. It was a wonderful sign of Rarity’s mind balancing the suggestions. Now the fashion designer was happily sewing away.

There was a voyeuristic thrill from seeing Rarity work while convinced she was all alone. People always keep up the slightest guard when others are around, even one's closest friends. Starlight was able to see Rarity in her most unguarded moments.

As Rarity continued her sewing, she began to softly hum to herself. Star had never heard that before and it sent a pleasant tingle up her spine. She moved closer and rested her hands on Rarity’s shoulders. Rarity didn’t offer any reaction. “What’s that you’re humming?” She whispered.

“It’s a song about dressmaking.” Rarity replied back happily before returning to the tune. Starlight purred in response. Rarity was reacting perfectly.

Star ran her hands down Rarity’s arms and then drifted over her full breasts. Rarity let out a soft gasp at the touch, but didn’t offer any further response. Starlight giggled and slowly kneaded Rarity’s breasts through her Tshirt and bra. Rarity’s breathing began to get a little more shallow, and Star felt her nipples begin to poke out from the bra’s fabric.

“Are you feeling a little turned on?” Starlight asked softy.

“Yes,” Rarity replied, shuddering as Starlight reached under Rarity’s shirt to squeeze Rarity’s breasts more directly.

“That’s right. You’re feeling horny and a little worked up. You need to take a break from sewing and play with your horny body.”

Rarity didn’t respond directly to Star’s words, but slowly stood up after finishing her current stitch. “Hmmmm, I think I have the time for a liiiiiittle break.” A thin smile came over Rarity’s lips and she gave a naughty giggle. She sashayed her way out of the sewing room and back towards her bedroom. Star followed behind, watching with interest as Rarity locked her bedroom door and began methodically slipping off her clothes, hanging them on a rack nearby.

Once she was completely naked, Rarity leaned against the wall near her bed and cupped her breasts. She kneaded them slowly while her thighs pressed together. After a few moments, her right hand traced its way down between her legs. Her legs parted and she used two fingers to carefully circle her clit as little moans and whimpers slipped from her lips.

Starlight watched in fascination. Rarity looked so refined, even as she mastrubated. Her motions were carefully controlled, continuing with a steady pace on her clit while her other hand moved between one breast and the other. It was a slow journey that Rarity was savoring.

After several minutes, Rarity’s thighs were slick and her nipples were firm as the diamonds on her cutie mark. She moved from the wall and lay back on her bed, pulling back one leg, stroking herself a bit faster. Even now she looked immaculate, like a lewd painting done by a Renaissance artist.

Starlight crawled up on the bed to watch. It had been over fifteen minutes, but Rarity continued to draw things out, letting her pleasure ramp slow and steady. “What are you thinking about right now?” She asked.

“Mmmm, Big Mac leading me into his barn. He pushes me against the wall and takes me right there.”

“Oh my, fantasising about being fucked by your friend’s big brother. Wouldn’t Applejack be outraged?”

“Oohhh that makes it even hotter. She might be working nearby, she could come into the barn at any time. But we just can’t control ourselves as he rams into me faster and fasterrrrrrrrmmmm.”

“Are you about to cum, Rarity?”

“Nnnnoot yet but close, so close. I...I…”

“Stop masturbating now, Rarity.” Starlight said firmly.

Rarity’s hands obediently fell to her sides and she whimpered in need. Her thighs clamped together, desperate for stimulation.

“You want to hold out longer.” Starlight assured her. “You’re waiting, feeling how you walk a bit back from the edge. It’ll feel even better as you let things drag out. Start touching yourself again, but slow. Keep yourself on the edge, but don’t cum no matter what. And fantasize about someone else, say out loud what you think about.”

Rarity moved both hands between her legs and stroked herself slowly. “Ohhh, Thunderlane. Those strong wings pull me up into the air, only his arms to keep me aloft. When we’re up in the clouds he pushes his cock into me. He lifts me up and then lets gravity push me back down, helpless to resist.” Her voice cracked as she got close and her fingers stopped, gasping for air. Slowly she started up again.

“Mmm Thunderlane keeps fucking me, and one of his pegasus friends shows up flying by. He can see how helpless I am up here, he can see what I want, and he takes out his big cock and pushes it between my tits. So high in the air, how can I resist? I can tell how much he wants to shoot his load all over me.”

Starlight purred as Rarity’s fantasies grew more wicked the longer she kept herself on edge. Still she kept herself from reaching climax. By the time a third pegasus entered her fantasy, Rarity had been toying with herself for forty minutes. Much longer and Starlight worried she would rub herself raw. But that didn’t mean it was time to give Rarity her release.

“Okay Rarity, stop masturbating. Just breathe slow and easy.” Rarity whimpered pathetically, but obeyed once again and rested her hands on her belly, as if anticipating the command to start again and wanting her hands at the ready. “Relax and focus on how good you feel, so warm and hot. Your mind slips deeper into trance as you savor this sensation It’s nice how you’ve held back, it’s fulfilling in a way, letting all that arousal linger. It’s a different kind of pleasure and it sticks around. You aren’t going to cum right now. This is just an edging session. A way to get so horny and desperate and then savor the burning ache of having that final climax just out of reach.

“In fact, you’re going to edge like this at least twice a day, taking yourself just to the brink of orgasm, but you’ll always hold back. You’ll ride the edge and never cum. No matter how much you play with yourself, it’s impossible for you to cum. The only way you can cum is when I command you to. And you’ll find, every now and then when you are edging, you’ll think about me. Isn’t that right?’

Rarity murmured her assent. Starlight worked to reinforce the suggestions a few more times. The edging sessions should keep Rarity’s mind distracted and serve as a form of self reinforcement all on its own. It would be interesting to see if it changed her fashion sense at all.

Once Rarity had been prepped to wake with no memory of Starlight’s visit, she picked up her special order and headed back to the castle. She wouldn’t be able to show Twilight the box just yet, but it wouldn’t be long.

Author's Note

The hypnotic training continues to expand and we're one chapter closer to Chapter 10 which will reveal what is happening to Spike, which a few people are anxiously waiting. But hope you'll enjoy Chapter 9 coming up, which will be just as consequential.

Chapter 9: A Fateful Decision

Twi carefully refilled her Mistress’ wine glass then returned to her place, kneeling at Starlight’s feet. Starlight casually sipped from her wine and kept her attention on the book she was reading. Her indifference made Twi quiver happily. When Starlight focused on her, it was much more intense, but being ignored had it’s own special flavor of pleasure. It was a reminder that Starlight was in control. Twi was simply there to serve as needed.

If Starlight had treated her like this a week earlier, Twi would have been anxious and tried to get Starlight’s attention, but her Mistress’ hypnotic training had taught her restraint and allowed her to savor obedience in every form. She now knelt in blissful stillness, staring joyously into her Mistress’ face, waiting for a new command.

Starlight uncrossed her legs and shifted, teasing a look at her pink panties. She was wearing one of Twi’s outfits. They were about the same size, so Starlight had raided Twi’s closet, laying claim to anything that caught her fancy. Having some of her favorite clothes casually appropriated by Starlight had been one of the hottest things she’d ever witnessed. She’d cum three times as Starlight showed her various outfits and had her agree that they belonged to Star now.

Twi was dressed in another item that had been sitting in the back of her closet: a lacy white silk basque corset with stockings. It had been another of Rarity’s gifts meant to help Twilight loosen up. This one had been given to her on the occasion of going on her second date with Flash Sentry. Starlight had ordered her into it for today, minus the panties that it usually came with, allowing Twi’s sex to remain fully exposed.

“Nails, violet.” Starlight said simply. Twi scurried over to her dresser and picked up a bottle of base coat and one of violet polish. She knelt back at Starlight’s feet and began with her left foot, big toe first. She carefully laid down a layer of base on each nail then added the polish after before moving to the right foot. Starlight continued reading, though Twi was too focused on her task to notice if Starlight shifted her gaze. Once every toe was dry and properly painted, she gently kissed the soles of Starlight’s feet, returned the polish and base to the dresser, then returned to her place.

Starlight glanced down at her toes and stretched them out. Twi tensed up, ready for anything that might be asked of her. Starlight simply returned to her book. Twi flushed in embarrassment for overreacting and she quivered in arousal. She imagined she must look like a dog wagging its tail, waiting for attention.

After a few more seconds, Starlight looked back at Twi with a mischievous smile, enjoying how she toyed with her. “Very well done with my nails, Twi.”

“Thank you Miss Starlight.” Twi beamed and squirmed in place.

Starlight reached down and pet through Twi’s hair. She eagerly pushed back into the touch, arching her back. Starlight purred in approval. “Such an obedient pet. And after all…” Then came the words, and the bottom fell out of Twi’s mind. Twi still didn’t know what the words were, only that Starlight had programmed them into her during one of their hypnotic sessions. In that moment there was nothing but the faintest echo of Starlight’s words as they sank into Twi’s open, unguarded mind.

Then with a snap, her brain turned back on. She knew there had been missing time, but it was impossible to know how much had passed while she was deep in trance. She was still kneeling in front of Starlight, but Starlight had spread out her legs and hiked up her skirt...and removed her panties. Twi was staring at Starlight’s perfect, beautiful pussy. She gasped as her mind processed what she was seeing. She had dreamed about it, played with herself as she fantasized about it, but this was the first time she had seen it with her own eyes.

It was just like Twi had always dreamed. Starlight was shaved clean after all and little goosebumps were forming on her outer lips, which were just the slightest bit darker than her creamy thighs. The only thought in Twi’s mind was how amazing it would be to kiss and lick and worship that perfect spot. She needed it. Her body shook in desperation, but she couldn't manage to will herself any closer. She tried to stare pleadingly into Starlight’s eyes, but couldn’t bare to look away. Her eyes stared intently, working to memorize every little detail. Twi’s stockings were starting to dampen from her arousal and need.

“P-please.” She shuddered. She tried to elaborate on how much she craved the perfection in front of her, but she couldn't seem to form any other words. She repeated the first one. “Please...please.”

It was somehow the only word she could say, so she kept repeating it, trying to portray through her tone the level of need and desperation she felt. “Please….pleaaaase….pleaaaaaasssse.”

Starlight giggled at Twi’s plight, making Twil’s cheek burn and her nethers simmer even more. It felt like if she wasn’t given the permission she needed soon, she would go mad.

“You may serve.” Starlight whispered.

Like a switch being flipped, Twi knew she had permission. She leaned forward to give Starlight’s pussy a warm kiss, then yelped in shock. The instant her lips touched Starlight, she felt the same sensation on her own nethers. She realized her own pussy had been linked to Starlight’s. She leaned in and slowly licked along Starlight’s hood. Again, she felt it as though she were licking herself. Was it a spell, or another ability of Starlight’s hypnosis? She had no idea and in this moment she didn’t care. She was finally able to serve, to worship. Starlight had used the term before to describe something like this but only now did Twi understand how appropriate it was. This was an act of reverence and adoration, giving every inch of herself for the sake of her Mistress.

She lapped eagerly at Starlight’s folds, then gently flicked along her pearl, using the sensation on her own pussy to learn just the right way to please her. Starlight’s moans were heavenly, encouraging her to continue. Twi’s hips bucked back and forth as she continued her worship, riding waves of pleasure as her own body rode on the edge of climax. She knew subconsciously, though, that she would not cum until Starlight did.

The blissful agony continued. Twi lost track of time, feeling intoxicated from Starlight’s nectar, lost in the scent of her arousal. Every shift and moan and sigh from Starlight was like beautiful music. Twi shivered happily as she felt Starlight build closer and closer.

“Ohhh Twi yessss.” Starlight gripped her hair and pulled her in, making Twi speed up to a feverish pace. She was Starlight’s pussy licker. In that moment, her only thought and purpose was to make Starlight cum.

Finally, she felt Starlight’s body tense and shudder as her Mistress found her release. Instantly Twi felt herself shoved over the edge. She arched her back and moaned into Starlight’s pussy, still furiously running her tongue over Starlight’s clit to sustain the climax as long as possible.

As the warm waves of afterglow washed over them, Twi rested her head on Starlight’s thigh and caught her breath. Starlight began to pet through Twi’s hair. “Mmmm, such a good girl.” She murmured, making Twi’s heart flutter in joy. Soon, Starlight guided her up to sit in Star’s lap.

Star pressed her lips to Twi’s and stroked along her wings. Twi melted into the kiss, parting her lips and letting her tongue dance with Star’s moaning happily. Star ran her fingers down Twi’s back and hips, then traced back up her sides. Everything was perfect. She was wrapped in Starlight’s arms, an embrace just as firm and tender as Starlight’s control.

“I love you, Mistress.” She whispered between kisses

Starlight purred and caressed her cheek. “I love you too Twi.” She beamed and clung tight against Star. She was complete. She wished she could stay in this moment forever, snuggled tight against Starlight.

“Our time is almost up, I think.” Star whispered, still slowly petting through Twi’s hair.

Her heart sank. Starlight was right. Spike would be in the library soon, waiting for Twilight to finish up their crystalling research. The game had to come to an end. It always had to end eventually. Starlight would slowly work on aftercare, remove Twi’s collar, then help her shower and dress. Then she would be Princess Twilight again, with no sign of what she was up to when she was alone with Star.

It was starting now with tender kisses and soft encouraging words. Star was always so gentle and caring at the end. It was what Twilight needed after their sessions to help come down slowly from the rush of submitting. But this time, each kiss just made her feel more heartbroken.

“So lovely, so wonderful.” Starlight kissed Twi’s forehead and reached up to unclasp her collar. Twi gasped as she felt the fingers make contact. No, not like this, not yet! Her horn suddenly flared to life and she magically pushed Starlight’s hands away.

“Twilight? What’s wrong?” Star looked at her with concern. Using magic was Twi’s safeword. Star stared at her attentively, waiting to see what had happened.

She wasn’t sure how to put it. “I just...the thought of you taking off my collar made me sad.” She bit the inside of her mouth, feeling a confused mixture of emotions that batted her mind around like a ship in a storm.

Starlight guided them both to lay down side by side in bed. She wrapped around Twilight’s waist and kissed her. “I’m happy you like the collar so much Twilight. But I don’t think it’s a good idea to wear it outside. It would raise a lot of questions if you wore it around others. Also, I’ve sort of seen it as a symbol for when we play together. If you wear it when you’re not submitting to me, it could get more complicated emotionally.”

“I know it would but…” The realization hit her suddenly. She knew perfectly well how the collar was a metaphor for her submission. It wasn’t the collar being taken off that had made her panic like that. “I...Star I don’t think I.....I don’t want to stop submitting.”

Star didn’t seem surprised at the admission, but furrowed her brow and looked like she was choosing her words carefully. “If you mean you don’t want to stop yet, we could convince Spike to finish up research with you later. But that’s not what you’re saying is it? Are you saying you never want to stop?”

Twilight nodded again. Starlight pursed her lips and lightly brushed through Twilight’s hair. Twi listened carefully, scared of how Star would react but knowing she couldn’t keep these thoughts bottled up. “That’s not a small thing. Even if you say you want to submit all the time, we’d need to think about this carefully. Using magic wouldn’t work as a safeword anymore. We would have to come up with…”

“I don’t need a safeword.” Twilight cut in. The words just jumped out of her mouth without a thought. Her own words shocked her, and yet they filled her with even more certainty.

Starlight looked just as shocked. “Twilight...do you understand what you’re saying? A safeword is more than a way to stop things. It’s a symbol of your consent. To not have a safeword means you don’t have the right to consent. That’s like being a slave. And a safeword lets me know when we’ve reached something you’re uncomfortable with. Can you say you’d never object to any order I give you? Everyone has limits, I can never give you a guarantee that I won’t hit one of yours. How will you feel if I give you a command that pushes past your limits and you don’t feel comfortable to express that?”

Starlight was correct. There was no guarantee Twilight wouldn't discover a hard limit in herself down the road, and what would she do then? Those limits would just sit there like landmines, waiting to ruin her relationship with Starlight. She had to find some way around it though. The safeword was a symbol of her consent, a symbol that her submission could end at any moment, that it was all a game. But that wasn’t enough anymore. Submission to Starlight filled a hole deep in her heart, but that submission was meaningless if she could escape it whenever it became inconvenient. There had to be an answer. And then suddenly Twilight had it.

“You can hypnotize me.” She whispered. Star arched an eyebrow as Twilight continued with more conviction. “You could hypnotize me and remove any limits, erase any possible objection, make the idea of resisting you unthinkable.”

Star’s mouth dropped with shock, though her eyes stayed razor focused on Twilight. “Do you even know what you’re asking?

“I do.” Twilight sat up to kneel on the bed, then reached up and removed the collar from her neck. “This is just a piece of metal. Give me a permanent collar inside my mind. Brainwash me, program me.” She paused and stared deep in Starlight’s eyes. “Mistress, please make me your Twi-slave.”

Star showed no expression at first, but then smiled with a deep satisfaction. “You asked so beautifully, how could I refuse?” She sat up and cupped Twilight’s chin, letting Twi stare even closer in her eyes. “I’m going to trigger you to fall into a deep trance, and then I’m going to brainwash you until you’re nothing but an extension of my will. This time when I use your trigger, you’ll hear it and remember it as you sink away.”

Twilight felt her nipples stiffen in anticipation, nodding gently.

“Good Twi-slave. Always remember, Obedience is Magic.”

She heard the words, understood them, and it made her plunge into trance even deeper. As she sank, there was a sliver of thought, noting Starlight had taken Twilight’s request rather well. That corner of her mind wondered, had Star known Twilight would ask to be enslaved all along? She knew that wasn’t important anymore. Once she woke from trance, the only thing that would be important would be what her Mistress told her.

Author's Note

The next chapter is up, and a very fateful one for the story as a whole.

But today there is also a bonus: a bonus chapter! that's right you get two whole chapters this week with the addition of Chapter 9.5: Mind's Eye

You have more reading ahead, getting to watch as Starlight's brainwashing takes full hold.

Chapter 9.5 Mind's Eye

There was only the sound of Starlight’s footsteps as she jogged back to Twilight's bedroom. Star had needed to make sure Spike didn’t come around, curious why Twilight hadn’t shown up for their research session. That had been as simple as triggering him and telling him to accept that Twilight needed to cancel. It had meant leaving Twilight alone for a while which, she managed to take advantage of, though it was less than ideal. Now she was winding her way back, her body shaking slightly in anticipation.

This was what she’d been waiting for. This was the culmination of her months and training and planning and two weeks of constantly hypnotizing and grooming Twilight. It was the end, and also the beginning.

Star caught her breath before opening the door. Twilight lay face up on the bed, staring unblinking into the swirling magical spiral above her. A variation on Flare’s Fire Invocation and Durian’s Dry Eyes Remedy had allowed her to prep Twilight to sink deeper while Star ran her errand. She’d had Twilight put on her pajamas as well to make certain she was comfortable. There was no way she would let a draft ruin her chances now.

Twilight mumbled a soft mantra over and over. “I am being brainwashed by the spiral. My mind is open for Mistress Starlight. I am wrapped in her control. I must obey. I love to obey. I need to obey. Starlight’s control completes me. I am being brainwashed by the spiral…”

This would be the deepest Twilight had ever gone. Star had to methodically strip away everything except Twilight’s need to submit. Then she would be able reshape Twilight’s deepest beliefs with Twilight as her active ally.

Star crawled up onto the bed, sitting next to Twilight. She slipped one hand under Twilight’s pajama top and slowly stroked her tummy. Twilight let out a soft groan as the touch led her even deeper. Her nipples were poking up through the pajama’s thin cotton. Star moved another hand over and lightly brushed each nipple with her fingertips. Twilight arched her back slightly in response as her mantra became huskier.

Starlight shifted her position, cradling Twilight’s head in her lap. She adjusted her pose to make sure Twilight’s horn wouldn't poke her in the stomach. She leaned back against the end-board of the bed and gently massaged Twilight’s temples.

“Good girl. Stop chanting now and just focus on my voice as you sink even deeper into the spiral, feeling how it swallows up all your thoughts and pulls you deeper and deeper. You’re so deep in your mind...down near your core. The spiral washes away all the parts of your mind that try to resist my control. It lets you focus on the truth that you need my control more than anything in the world. It lets you focus on the truth that obeying Mistress Starlight is the most important thing in the world.

“Feeling how true happiness comes from being my perfect slave. You’re so close to making it there. As my perfect slave, you’ll always be perfect at everything else, because you only need to obey my commands. You’ll be set free from all those worries.” With a soft flick of her horn, Starlight dispelled the magical spiral and dangled her gem pendant over Twilight’s eyes. The sight made Twilight gasp. It was the strongest association she had with trance. Starlight had used the gem to put her under dozens of times now. It was the perfect final touch to push Twilight all the way to the bottom.

“The gem pulls you all the way to your core, and the closer to your core we get, the stronger that need to be my perfect slave becomes. The stronger that need becomes the heavier your eyes become. You can feel those remaining thoughts that aren’t focused on your need to be a perfect slave lingering, trying to delay your eyes from sinking shut. But as all those remaining thoughts fade away, your eyes will close completly.” Twilgiht’s eyes were already growing lidded, but there was a teeny bit of fight left. This technique would help Twilight actively hunt down any remaining resistance and offer it up now giving a smoother transition as she changed her.

Twilight began to blink, taking longer and longer to reopen her eyes. After so much time with her eyes unfocused, keeping locked on the gem was taxing. Soon the last bit of her resistance faded and her eyes stayed closed.

“Good girl. Even with eyes closed, you can feel the gem pulling you deeper in my control, isn’t that right?”

“Yess.” Twilight whispered weakly.

“Good girl, we’re so deep now, down in your core, the deepest part of your mind. This is where you keep all the parts of your mind that make you Twilight. It’s like a library with bookcases full of the details of your life, memories, values, friends and everything in between. The library is made up of many many rooms that reach deeper and deeper in your mind. We’re in the outermost layer now. All the books have to do with simple pleasures and desires. There’s a book about your favorite food, one about how you get embarrassed for people to know we’re dating, and many books about how much you love submitting to me. Can you see them all?”

"Yesss."

“Good girl. We're here so you can be a perfect slave for me. This room is simple to give over. There is a pedestal in the middle of this room with an index to all your likes and dislikes. You can feel a collar in your hand. To give me control of the room, place the collar on top of the index, representing how my control comes first.”

“Yes.” She said more firmly. "I put the collar there, on the index."

“Good girl. You can see it now. The room glows softly as my cutie mark appears on all the books. It shows they are mine now to change and control as I desire. You can feel how your mind is molded to fit this new truth. You can feel how I can control these simple desires, letting you become an even more perfect slave. How does it feel?”

“It feels wonderful. I want to be perfect for you.”

Starlight smiled. This was the easiest step but a positive one. Even this far along, Starlight had to take things slowly. Altering Twilight’s deepest loyalties took time and patience. Trying to subjugate a value too quickly and things could unravel. There were miles of loyalties to overwrite, but they all could be done a single step at a time.

“Good girl. You see there is another door, leading you to the next room. Grip the handle and walk through the door. This next room is where you store your values relating to being the Princess of Friendship. The books are about maintaining your princess duties and promoting friendship across Equestria. And right in the middle of the room is the manifestation of this room. It's you dressed up for an official ceremony, with your crown and princess dress. Can you see it?”

“Yess. I look beautiful and comfortable. Being the Princess of Friendship is so important."

“That’s right, good girl. And this manifestation can speak with you. It can tell you about any lingering doubts this part of your mind might have."

"Yes, she speaks to me." Twilight whispered. "What will the people of Equestria think if they find out their princess kneels to someone else? Can you be a good princess when following Starlight comes first?" Twilight's voice became firmer as she spoke and Star realized she was speaking for her manifestation.

"Good girl. Those concerns are understandable. But you can feel how obeying me is far more important than what people will think. Isn’t that right?”

“Yes, it’s much more important.”

“Good girl. You know that you'll always be a perfect princess as long as you follow my commands. You can feel a collar in your hand. To give me control of this room, wrap it around the Princess Twilight's neck That shows that obedience to me comes first. Describe what you do.”

“Yes I...wrap it around her neck. I tell her I’ll be the best princess possible by doing what Starlight tells me to. She smiles and sinks to her knees.”

“Very good girl. The room glows softly and all the books get marked with my cutie mark. You can feel how your mind is molded to fit this new truth. You feel how I will decide for you the best way to be a perfect princess. Isn’t that right?”

“Yesss.” Twilight said just as forcefully. She shivered a bit, the effects seemed quite visceral. There were many more rooms to go. Each one would give Starlight more access to Twilight’s mind. Each one would give more sweeping control.

********************************************************************************************************
The doorknob was cool against’ Twilight’s hand. She knew on some level this was a world Starlight had created for her, but it felt very real. She could feel the changes too as Starlight took control of deeper and deeper parts of her mind. Each shift made her eager to reach the end and become the perfect slave for her.

She looked back briefly at her family. This had been their room. All the books had to do with them. Just as with other rooms, her family members had been here as manifestations of the room. She had wrapped a collar around each of their necks. They now were kneeling on the ground. She loved them deeply, but could feel the truth now that Starlight’s control was far more important. It had been hard telling them how much more important submitting to Starlight was compared to them, but it had to be done. Further rooms wouldn't be easier and she suspected what would be next.

She stepped into the next room and found her friends. Rainbow Dash was slowly flying around the ceiling. Pinkie Pie was handing out drinks at the table where all the others sat. Fluttershy had a baby rabbit in her lap she was feeding carrots while listening to Applejack and Rarity. The two of them were discussing something to do with fashion as Twilight caught Rarity remarking on “the right fabric…” As she stepped into the room, they all turned to look at her.

“Well howdy Twilight.” Applejack said. “What brings yah round these parts?”

“You’re obviously welcome to join us darling.” Rarity added. “What kind of friends would we be to turn you away?”

Twilight felt a lump in her throat and smiled weakly. “You’re all the best friends I could have ever hoped for. I can’t imagine where I’d be if I hadn’t met all of you.”

“Is everything alright darling?” Rarity asked with a look of concern. “You sound almost like you’re saying goodbye.”

It made Twilight wince. The lump in her throat grew heavier. Was she betraying them giving everything to Starlight? “No, not goodbye. But things are going to be a bit different now. You see, I’ve discovered something about myself. I’ve discovered something that I’ll never be truly happy without. It’s the most important thing in the world, even more than friendship.”

Pinkie Pie bounced over to Twilight, handing her a drink. “Wow! It must be something super duper amazing if the Princess of Friendship says it’s more important.”

“It is.” Twilight smiled, “More amazing than I could ever imagine. But it has to take precedence in my life before anything else.”

The group all looked at her curiously for a moment. She felt the lump in her throat grow again. “Are yah sure about this Twilight?” Applejack finally asked. “Friendship has been what let us save Equestria over and over again. There have been heaps of times I thought we were done for, but knowing we could rely on each other has pulled us through. There might be something you’ve taken a fancy to, but I’d never believe you’d pick anything over your friends.”

Three weeks ago she would have agreed. But now she knew her true nature. The need to submit was as much part of her as laughter was part of Pinkie Pie and honesty was part of Applejack. She looked at them all with a wistful smile. “We’ll never stop being friends. I just have to be true to myself. Part of our friendship is accepting what each makes us unique, and our friendship is strong enough that you’ll understand when I say that Starlight has to come first.”

She felt five collars looped along her arm. She strode forward and began to lock them around her friend’s necks. First Fluttershy, then Pinkie Pie, then Rarity. Each one fell to their knees as they were collared.

“Nothing is more important than obeying Starlight.” Twilight declared as the last collar clicked into place around Rainbow Dash’s neck. The room began to glow and Twilight saw as all the books in the room shifted. Starlight's cutie mark appeared on each one. She could feel her mind shifting as Starlight’s control rushed in. The lump in her throat disappeared and Twilight felt a great comfort wash over her. Her friends were still important, but Starlight’s power went far deeper. This was as it should be.

"We want yah to be happy Twilight." Applejack said, smiling up at her.

"Mhm, and it's awesome you've found something that makes you feel so amazing." Pinkie Pie added.

Twilight smiled and knelt down to give each of her friends a warm hug. She stood and waited for what would come next. She was sure this was the last chamber. Her friends were the most important people in Equestria to her. But then Twilight saw there was another door, a deeper place of her mind. This door looked different. It had a loop handle instead of a knob, and Twilight’s cutie mark was etched into it. It had to be the last door, based on how unique it was, but what could be even more important than her friends?

The answer was obvious as she stepped through the door. Sitting in her favorite chair, with her favorite tea set, was Princess Celestia. “Hello there Twilight. Come and have some tea with me.”

Twilight nodded meekly and sat across from her teacher. They’d spent countless hours just like this. Twilight poured herself a cup of tea and sipped. It was the same strong black tea Celestia had always served for these times. Celestia towered over Twilight at the table. She seemed unusually tall, nearly twelve feet. Twilight realized she was imagining how Celestia looked to her when she was young.

Celestia set down her teacup and smiled in that knowing way, seeming to look right through Twilight. “This is the final room, in case you were curious. You’re in the deepest part of your mind, home to your deepest values, those things even more important than your friends. Do you understand why I’m the one waiting for you here?”

A puzzle, just as always. Celestia often gave her questions about magic or logical puzzles to solve as they talked. It had been part of her way of priming Twilight to understand the deeper magical concepts. She recalled the time two scones had become two guards, one who always lied and one who always told the truth, but they were identical to each other. But this wasn’t that kind of puzzle. The question was why Celestia would be the manifestation of her deepest values. The answer would come from self reflection. Twilight had always been better at the logical puzzles, but had become much more in tune with her feelings since those old days.

“You’re here because you’re my hero. You taught me everything I know. You always have been so wise, so powerful. Even when you’ve needed my help, like with Chrysalis or Discord, I can’t help but suspect that you’re holding back to give me a chance to learn instead of fixing things yourself. I idolize you, and aspire to be as wise as you. My deepest values would be represented by the standard I try to live by.”

Celestia smiled approvingly. “Very good, my student. As always you exceed my expectations. You’re exactly right. This room holds the values, ethics, and morals that I instilled in you and which have been tempered by your life. For you to truly have no limits in Starlight’s control, she has to own even this place. And so, I am your final hurdle.”

Celestia waved her hand over the table and a final collar materialized. “Wrap this around my neck and you give Starlight total dominion over you, or you can break it in half and draw the line.”

“And you’re here to tell me to stop, that it’s wrong to go this far.” Twilight whispered mournfully. A new pit formed in her chest.

“No Twilight.” Celestia replied. “I’m not here to argue you in either direction. I am here just to explain the weight of this decision. I could detail how giving up this room means surrendering your free will, but you understand such things academically. The choice can be explained much more simply.

“One day, Starlight and I may be opposed to each other. You can’t argue about the probability of this happening, or the severity of our disagreement, or any other nuance, because there is no nuance the decision you face. So you have to choose based on the most extreme conditions. In that moment when Starlight and I have an irreconcilable difference, who will you stand with? If you can answer that, you’ll know what to do with the collar.”

Twilight picked the collar up and looked it over carefully. It was her entire fate resting in her hands. The decision was hers alone. All she could really do is follow her heart. With that the choice was clear.

She stood and walked around the table to Celestia’s side. Each step she took made Celestia shrink a bit more until she stood at her usual height, only a few inches taller than Twilight. “You taught me so much about magic, friendship, and how to be a good person. If it wasn’t for you I would never have met all my wonderful friends. You’ve helped me slowly but surely on my path to becoming a princess. But I’ve learned some things on my own as well. I’ve learned that just like friendship, Obedience is Magic, and it’s the strongest magic of all.” She clasped the collar around Celestia’s neck.

Her teacher smiled as the collar clicked into place. “Well done, Twilight. You’ve chosen you’re own path. You’re a very good girl.” Celestia knelt on the floor.

The room began to shake with the force of Starlight’s power flowing in. Books started to fall off of the shelves, landing in piles on the floor. Twilight felt a surge of magic from her horn lighting up the room with a purple glow. Her eyes went pure white with power as a hurricane of wind scattered more books around. All the opened pages with lines of text morphed into pictures of Starlight’s cutie mark.

A silver ring appeared around Twilight’s neck. This was her true collar, wrapped around her mind. There were no more latches or joints. The collar was smooth, continuous metal, impossible to ever remove. Twilight moaned in bliss, cumming as the truth overwhelmed her. Everything was perfect. Starlight had total control. A soft voice echoed through the library, counting upwards from one to five. Twilight began to float up from the ground more and more with each number. She knew that she was about to awaken to her new destiny.

Author's Note

And here we are with the bonus chapter, watching as Starlight enacts her final conquest on Twilight's mind. To see all the implications of Starlight's brainwashing (and learn what has been happening to Spike) you'll have to tune in to Chapter 10: On the Nature of Dragons

The original impetus for this chapter was based on the fact I'd thus far had a regular alternation between Starlight's POV and someone else's POV. Chapter 9 and 10 are both set to be someone else's POV (is that a spoiler? I'm not sure) and I wondered if I could maintain the alternation. Originally I was going to have this 9.5 chapter be entirely from Starlight's perspective, but I soon realized that based on the chosen brainwashing method, getting an up close look at Twilight as she helped to enslave herself and confronted Celestia in her mind was too interesting to have told second hand.

Some readers who have also read Wintermists's Friendship is Mind Control may note the similar trope of talking to parts of your mind while in a hypnotic hallucination state. This is not a trope FiMC originated by any means, but it's a good one. You are welcome to compare the nature of these moments with the ones that happened in FiMC, as I think there are some good examples of the thematic differences between the two works when you compare these moments.

Expect Chapter 10 in about 2 weeks, and if we can get this story on the featured page, I'll have another bonus for you then. Just kidding. I'll have a bonus for you no matter how well these chapter updates do, and it may or may not be ready in 2 weeks, but look forward to another bonus in the near future.

Chapter 10: The Nature of Dragons

“Looking good, Spike. Looking real good.” He admired his shirtless form in the mirror. There was a lot more to look at now compared to when he’d first started this little confidence building ritual back when he was a scrawny thirteen-year-old. He’d filled out and bulked up quite a bit. He wasn’t broad shouldered and super muscular like Big Mac but had a lithe, toned body like an athletic pegasus. He didn’t have to put in nearly the same amount effort for it, though. It was a side effect of his draconic nature.

He supposed he had been quite lucky so far. Aside from having vertical slit pupils, pointed ears, and the ability to breathe a little fire, he looked the same as an Earth Equestrian. When he’d attended the dragon flight, the older dragons he’d seen were massive, too big to fit through doors in Ponyville. Even most of the teenage dragons from that flight would tower over most Equestrians. Spike had reached that age himself and not had the same size, but there was no telling how he would change going forward.

He’d grown about two feet since he’d arrived in Ponyville, making him four inches taller than Twilight. Equestrians generally stopped growing when they reached his age, but no one in Equestria knew enough about dragons to say if that would hold for him. It seemed possible all dragons just kept growing throughout their entire lives. Still, most dragons had wings or horns too, unlike Spike. There were many different kinds of dragons and there was no way to tell what that meant for his future growth. Equestria was his home and he worried about what would happen if he began to look less and less like the Equestrians around him.

He’d been looking at himself in various poses for about ten minutes. He was intentionally stretching things out. When Star had explained that Twilight would be delaying today’s research, Spike wasn’t sure what to do with the extra time. He’d done some basic workouts in his room, pushups, sit-ups and the like, then read through his newest comics before heading to his special mirror room to boost his confidence a bit. He wished Twilight had rescheduled earlier on so he’d have been able to form some solid plans. He needed to make sure his idle time was filled. When he wasn’t keeping himself busy, he was making it more likely that bad thoughts would bubble up.

As he raised his arms and showed off his biceps to the mirror, the door swung open. Starlight stared at him with a puzzled look on her face. He blushed and waved before quickly throwing his T-shirt back on. “H-hey Starlight. Are you lost again?”

“A little, it seems.” She smiled apologetically. “I was looking for you, but I thought this was your bedroom.”

“It’s one more door over. Is Twilight ready to start the research?”

“Not yet. Actually, I was coming to let you know Twilight and I need more time. We have something important we’re talking about and it may take a bit to iron out.”

“Is this about you meeting Sunburst in the Crystal Empire?”

Starlight paused, the muscles in her temples tensing up as she eyed Spike. “How did you know about that?”

“Twilight told me.” He tilted his head in confusion. It wasn’t like the friendship lessons were a secret. “She was so excited about your first lesson she probably told everyone about it.”

He’d expected an embarrassed smile, but Starlight gave a grim frown instead, like everyone knowing about her upcoming meeting with Sunburst was a burden. He moved forward and put a hand on her shoulder. “Starlight, what’s wrong?”

She slowly pulled back her frown. “Well, I guess you could say I’m not exactly thrilled with meeting up with Sunburst again. It’s been years since I saw him and when he left town to train in magic school....”

“You blamed cutie marks and stripped a whole village of theirs and when Twilight and the other stopped you, you went back in time and almost destroyed Equestria,” Spike said with a nod.

“I was going to say things were complicated between us. But right, time travel and all that too.” Starlight nodded. “But, that isn’t what Twilight and I are talking about. It’s something else that’s very important. Once we’re done talking, we’d both like to tell you about it.”

“Uh, okay, I guess,” Spike said uncertainly. It was strange for Twilight to send Star to arrange talks and stranger to need to wait for secret conversations to finish before he was told about something important.

“Great.” Starlight grinned. “Meet us in the main dining room for dinner. We’ll handle all the cooking tonight, so don’t worry about the kitchen Sound good?”

“S-sure.”

“Alright, I’ll see you then!” Star turned and started walking back down the hall at a brisk pace like she was resisting the urge to sprint. She and Twilight were both acting weird today. It usually took a threat to Ponyville to get Twilight to skip time in the library, and now he’d been told she needed to delay twice in the same day. It was odder still that they didn’t want him to do any of the cooking. It was starting to sound like there was going to be a surprise party waiting for him in the dining room, but he wasn't sure what the occasion would be. If this was instigated by Pinkie Pie the occasion could be a three-days-till-crystalling party. There was no way to tell what was going on until dinner.

Waiting until dinner time meant another two hours, which was going to take some effort to fill. He didn’t want to do any more exercise. He was worried too much would accelerate his growth. He did have one more unread comic. He’d planned to read it tomorrow but he could move the schedule forward in a pinch.

He returned to his bedroom and fished out the extra comic, reading it through. Then he went back and reread the earlier day’s comics, taking a closer look at the panels for any clues he might have missed. After he was done with the second read-through he opened up his role playing kit and did some planning for his next game of Ogres and Oubliettes. Things were really heating up in Spiketopia and he needed to set up a great adventure for the next guy’s night.

Eventually, he had most of the next adventure planned out and set his rulebooks aside. There was another twenty minutes before the usual dinner time. It was a frustrating amount of time to fill. He could try reorganizing his comic collection which might take half an hour, or practice compliments to give to Rarity, which would likely not take more than five minutes.

He wondered if Twilight and Star were finishing up with whatever mysterious conversation they were having. They both had been acting strange the last week. It had started with Twilight wearing some skimpy outfits. Later she and Star would pass weird glances at each other when they thought Spike wasn’t looking, or even when one wasn’t looking at the other. They had spent more and more time together, far more than just discussions of friendship could justify. A lot of that time seemed to be hanging out together in each other’s bedrooms.

A bedroom wasn’t the sort of place for friendly chatter, more like…

Spike shuddered in arousal. He’d done it again. He felt a tingle like electricity arc up his back. A warm ache sprung up in his loins and his cock started to perk up. He’d let his mind wander and got those bad thoughts back into his head. It was getting stronger too, as he imagined Star pressing Twilight up against a wall and kissing her, tugging down Twilight's skirt. His hips tingled with the urge to buck forward.

He had to stop this before things got out of hand. He dashed over to his shower, stripping off his clothes as he went. Once he was inside the tub and drew the curtain, he turned on the cold water full blast.

He gasped as the wave of cold water hit him. He fought the urge to curl up in a ball, instead moving around and making sure the water covered his whole body. He waited as it cooled his body down, including his hard on. After five minutes he was limp again, his body too shocked by the temperature to think about sex. It wasn’t very pleasant, but the cold showers had been the most effective way to hold back his dragon lust.

He still remembered the shock from finding the book on dragons in Twilight’s library. He'd been sure he'd scoured the library and found nothing the previous year, but then there it had been plain as day on the shelf. He’d read it in secret after their daily crystalling research. It had covered topics like dragon greed he was all too familiar with, but also explained dragon lust.

It made perfect sense. Dragons tended to be solitary creatures and saw other dragons as competition. As a result, they needed strong biological compulsions to reproduce. Once a dragon reached maturity, they would have a growing lust, becoming more easily turned on and more likely to fantasize about sex. At first, a dragon could just masturbate, but doing so would actually make the dragon lust even stronger. The more a dragon gave into the lust, the more intense it would get until there was an overpowering compulsion to find a mate and get the real thing. The book explained that dragons that gave into the lust without finding a mate would eventually become obsessed and would only be able to think about sex.

Once they did sleep with another dragon, the lust transformed to make sure they would stay around to raise offspring. A dragon would become completely devoted to their mate, following their needs and instructions above all else.

Spike liked the idea of being devoted to Rarity, but that would have to come naturally. In the meantime, his lust was dangerous. If he gave into his lust, he would eventually lose control and become obsessed with sleeping with the first woman he could find. The book had described dragon courtship as...aggressive.

He’d lost control of his greed once and nearly destroyed Ponyville. He could never allow himself to lose control and hurt his friends again. There was only one way to stop it. The book had explained in detail. He couldn't give into his lust at all. He would have to keep it in constant control. It was a small price to pay to safeguard Rarity and the others, though. Spike hadn’t masturbated since.

It hadn’t been a moment too soon. He’d found the book the same day he’d started fantasizing about Twilight and Star. It had come unbidden earlier that day during breakfast. It wasn’t shocking he would have thoughts about Star now and then. As scared as he’d been of her before meeting her, she was quite attractive. Twilight though...he’d never thought about Twilight sexually before. She was like a sister to him. The explanation was obvious. He’d been indulging himself on nearly a daily basis since he’d come of age and the dragon lust had started to get to him.

The first few days had been difficult, but Spike had adjusted to his celibacy. He got aroused far more easily and had ended up with a tent in his pants on some embarrassing occasions. Once he’d even been in Pinkie Pie’s house and she’d asked about Twilight and Star. That had started making him fantasize about them and he’d had to beat a quick retreat. He’d been taking a lot of cold showers recently. The celibacy had at least been effective at preventing his lust from getting any worse. He still had fantasies about Star and Twilight, but it had not progressed any further.

Spike was back in control of himself after the shower. He quickly toweled off and redressed. He realized the shower had managed to fill the twenty minutes he’d been lingering on, so headed over to the main dining room. When it was just the three of them, they usually ate dinner in one of the smaller dining areas. The main dining room was big enough to seat at least eight people and was usually for when Twilight’s friends were over.

Spike walked through the double doors and found Starlight sitting alone at the golden round table. There was only one other chair at the table, set up to the right of Star. There were only two place settings as well, with utensils in front of the Star and the empty chair. The only other thing on the table was a small brass bell with a wooden handle. Star stood up and pulled out the second chair. “Ah, you made it. Wonderful.”

“Well, you asked me to come.” Everything seemed strange. Obviously, this was no surprise party, but there should at least be three seats ready. “Where’s Twilight?”

“She’s getting us our first course. She did the cooking tonight. Also, I wanted to talk to you a bit in private before she came in.”

Spike frowned, but took the offered seat, settling down into the purple cushion. He eyed Star curiously as she sat back down next to him. “What exactly is this about Star?”

“Well you see, Spike, that talk I was having with Twilight had to do with some desires she has. She’s made a big discovery.”

“Discovery?” Spike said with increasing confusion.

“Yes. You see, she’s a very deep submissive.”

“Twilight, submissive?” Spike looked askance at Star. “We’re talking about the same Twilight that faced down Tirek, right?”

“Oh that’s not quite how being submissive works,“ Star giggled, “Twilight is very brave and assertive when she needs to be, but in her heart, she is looking for a person- the right person- to give up control to. It’s been a slow journey for her that I’ve helped her with. Just recently she’s asked me to take full control of her.”

“What does that even mean?” Spike’s head was swimming. He tried to imagine Twilight, the obsessive scheduler and list maker ever giving up control to someone else and it didn’t make sense. But Starlight was explaining it so matter of factly.

“It means Twilight doesn’t want to make decisions anymore. She trusts me deeply enough that she wants to be my slave, and I’ve humbly accepted.”

Star reached for the bell on the table and gave it a ring as the word slave rattled around Spike’s head. He was going to protest and ask how Twilight could ever want something like that, but in response to the bell, Twilight emerged from the kitchen door and left Spike speechless.

“Appetizers are ready, Miss Starlight.” Twilight chirped happily.

The first thing Spike noticed was her makeup. Outside of formal occasions, Spike had never seen Twilight with more than some faint pink lip gloss. Even on those formal occasions, her look would always be subtle and understated. Now her makeup was explicit and immaculate. She had applied a dark purple lipstick, carefully lined to make a perfect border between her lips and pale skin. She’d applied a matching smokey purple eyeshadow brought into sharp contrast with black eyeliner and curled eyelashes, darkened with mascara. The dark colors were offset with the lightest application of blush.

Even more surprising was her outfit. Twilight was dressed in some twisted version of a maid uniform. She had a white lace headpiece with bits of violet ribbon twisted through, matching her hair. Her top was cut low and off the shoulder, forming a straight line of frilly lace across her arms and chest with the barest hint of cleavage. The top cut off an inch above her navel, exposing her tummy.

Her skirt hugged tightly against her hips with a tiny white apron and two ruffled layers that collectively went down to her upper thighs. There was another narrow band of exposed skin followed by white stockings that began just above her knees, topped with violet ribbon like the headpiece. Spike’s eyes trailed down Twilight’s legs until they reached her pair of black high heels.

Most shocking was the silver collar on her neck. In the center of the collar, there was a purple sapphire cut to look just like Twilight’s cutie mark.

Spike could only gawk, trying to process the radical change in Twilight’s look. He felt a tingle between his legs. “Do you like the outfit?” Starlight cut in. “I had it custom ordered just for her. Rarity always does such stunning work, especially on the collar. I suspect she prepares gems that resemble her friend’s cutie marks for such projects.”

Twilight was holding a small covered platter in each hand, held off to her sides. They were the last thing Spike noticed. She began to walk over to the table, hips swaying back and forth with each step. Every couple steps she paused with a slight wobble, still not 100% sure-footed in the heels. She moved to Spike first and set a tray in front of him, pulling the top off to reveal a bowl of New Equine clam chowder soup. Spike stared dumbly at her. “T-Twilight?”

“Your appetizer is served, Spike.” She gave him a mischievous grin and trailed her fingers along his shoulder while she made her way to Star, setting down the second platter. Once she’d taken off the top of the second tray, she stood at Star’s side, hands clasped together in front of her, waiting patiently.

Star looked over at Spike, seeming to notice he was still speechless. “This is what I meant Spike.” She idly wrapped an arm around Twilight’s hips and stroked her thigh as she spoke. Twilight rolled her hips and pressed into the touch in response. “This is who Twilight wants to be. She wants to be a controlled, obedient Twi-slave. Isn’t that right?”

“Yes, Miss Starlight,” Twilight replied with a broad smile. “My deepest bliss is to serve you. Is there anything else you need?”

“Oh yes, Twi. I seem to have dropped my fork.” Star picked a fork up from the table and tossed it behind her. “Would you be a dear and go pick it up for me?”

Twilight shivered happily. “Ohh, of course, Mistress.” She replied with a husky tone. She turned and walked over to the fork, back facing Starlight and Spike. She bent down from the hip to pick it up. Her tiny skirt rode up, revealing to Spike that her uniform didn’t include panties. He gasped as Twilight lingered in her pose, putting her bare pussy on full display. His cock began to stir as he processed what he was seeing.

Twilight finally rose and walked back to Star, placing the fork down. Star ran a finger along Twilight’s tummy and smiled. “Mmm, very good girl.” Star patted her lap invitingly and Twilight quickly slid into place, wrapping her arm around Star’s shoulder. Starlight tried her first spoonful of soup. “Mmmm, this is so delicious. You did very well Twi.”

Twilight wiggled closer into Star’s lap. “I’m so glad I pleased you, Mistress.”

Star dipped one finger into her soup and offered it to Twilight. “You deserve to get a taste of your handiwork as well.” Twilight eagerly wrapped her lips around the finger and began to slowly suckle. Her eyes slid shut and she cooed, seeming totally focused on the finger.

Spike grunted as the sight hit him with a new wave of arousal. His cock was pressing uncomfortably against his jeans. He tried his best to shift it flat while staring at Star and Twilight. He wanted to run and take another cold shower. He wanted to leap over and tear Twilight away and demand to know what was wrong with her. Instead, no matter what he knew he should be doing, he seemed paralyzed and only able to watch as Star toyed with Twilight. He’d been trapped in his chair ever since Twilight had come in dressed like that. Was it the dragon lust?

The grunt had apparently gotten Star's attention. “Oh Spike, is everything okay? You seem flushed. Maybe seeing Twilight like this has you a bit worked up. Twi, please go check on poor Spike.”

“Of course Mistress.” Twilight hopped out of Star’s lap and made her way over to Spike. She pushed his chair back away from the table and knelt in front of him. That mischievous smile came back as she reached out and gripped his jeans. Spike shivered, too aroused to do anything. She used her magic to unzip his jeans and slowly tugged them down along with his underwear. His cock stood up at full attention inches from Twilight’s face. “Oh, wow.”

“My my. Spike is more pent up than I imagined.” Starlight said with a purr, walking behind his seat to get a better view. “He seems to be in a lot of discomfort. Tell me, pet, have you ever given a boy a blowjob before?”

“No Mistress, never. I’ve..read about how it’s done though.” She replied, blushing slightly. “It was when I was dating Flash, but we never got that far.”

Starlight giggled in response. “You do love your research. Let’s see if that reading paid off. Help Spike relieve that tension.”

“Yes Miss Starlight.” Twilight fluttered her eyes and purred like she was savoring a bit of chocolate cake. She looked up reassuringly into Spike’s eyes. “Just relax, Spike.” She leaned in and gave the tip of his cock a soft kiss, then licked slowly down to the base of his shaft and all the way back up. Once she returned there, she wrapped her lips around his head and began to slowly inch him deeper into her mouth.

Spike moaned helplessly, all his thoughts melting under the warm sensation of her lips and tongue. It felt better than he could have ever dreamed. His body shuddered and twitched as she pushed deeper and deeper. Her lips finally made contact with the base of his cock. “Ohhh god. Twilight I…” He grasped for something more to say, but only expletives came to mind.

Once she’d adjusted to Spike’s whole length, she began to slowly slide up and down his shaft. Spike’s breath grew ragged, interspersed with moans and other noises of pleasure. Twilight reached down and tentatively cupped his balls with one hand. Spike gasped and involuntarily bucked his hips forward. Twilight let out a muffled grunt in surprise as he shoved his cock into her, but didn’t let it slow down her pace.

The sensations grew more and more intense, but the week’s chastity had increased his staying power like his cock had forgotten how to cum and was trying to get back up to speed. Still, that moment grew steadily. “Oh fuck Twilight I….”

“Shhh.” Starlight’s hands rested on Spike’s shoulders and slowly rubbed them. “Just relax Spike. Let Twi do all the work for you. You’ve always been a good assistant for her. Let her assist you this time.”

The soft massage and Star’s words made his body melt limp in the chair, simply staring as Twilight worked on her task. She continued bobbing up and down, increasing her pace as he grew closer and closer. It felt like an eternity, but Spike finally was on the edge. He tried to warn Twilight but all he could manage to say was “I...I’m…”

His body tensed and he partially sat up in his seat as his cock pulsed, shooting into Twilight’s mouth. His mind blanked out, focused totally on the pleasure. His cock twitched again and again, but Twilight kept her lips wrapped around him, containing every spurt of cum. Finally, he slumped back into the chair, gasping for breath.

Twilight slowly pulled back, releasing his cock with a soft pop. The brief opening of her lips allowed a tiny stream of cum to dribble down her chin. She closed her eyes and paused for a moment, seeming to savor the knowledge of what she’d just done. The sides of her throat tensed up as she swallowed. Her eyes opened up again and she extended her tongue down as far as it could go and lapped up the final strand of Spike’s seed before staring at Starlight with a hopeful look.

“Very well done, Twi. You even swallowed.” Starlight commented with a tone of surprise.

“The book said boys like it when you do that, Mistress.”

“Such a naughty girl. How does Spike taste?”

“It’s sweet but with a kind of bitter and metallic aftertaste.”

Starlight giggled. “Oh, that’s very descriptive. You seem to have a very refined palate for cum.”

Twilight blushed deeply. “It’s the first I’ve ever tasted it, Mistress, and I wanted to give the best description of it I could.”

Spike could barely keep track of the words. He tried to catch his breath but seemed to just get more and more worked up. His cock was still just as hard as before, now with a circle of purple at the base from Twilight’s lips. The only thought in his mind that could last more than a few seconds was how much he needed to fuck Twilight. Getting a blowjob from her had driven his lust overboard. He could feel the compulsion to mate, to mount a female. All those thoughts were focused on Twilight now. There was no fighting back. Every inch of his body screamed that he needed to be inside her.

He couldn’t fight it but didn’t want to lose complete control. If she would do it willingly... “Twilight. I...please...I need you.” He stuttered plaintively. “I need you so much I..” He hoped she would say yes. He was desperate. It would happen one way or another. He would mate with her, become devoted to her. Would he lose his feelings for Rarity? It was possible, but there was no controlling the dragon lust. “I need to fuck you.”

“Why are you asking her?” Starlight said with a firm tone. Spike looked back at her in confusion. “I told you earlier Spike, Twilight is just a slave now. She doesn’t make decisions like that anymore. She’s my property. If you want to fuck Twilight, the person you need to beg is me.”

He stared dumbly at Starlight as the meaning of her words tumbled into his mind. The logic of it didn’t matter. All that mattered was saying or doing whatever would allow him to mate with Twilight. “Please Star. I need to fuck Twilight. Please let me.”

“As long as you understand that Twilight is just an extension of my will.”

“Yes, yes anything!” He said. He couldn’t think much about it, but something in the back of his mind seemed to click, like a lock snapping shut. Twilight belonged to Star. Star decided who she slept with, so if he had sex with Twilight, it was effectively having sex with Star.

“Well, because you asked so nicely, I suppose I can give you Twilight for now. Twi-slave, hop up in Spike’s lap and ride his cock.”

“Yes, Mistress.” Twilight purred. She licked her lips as she slid up to her feet and unzipped her skirt, letting it flutter to the floor.

“You’ll be giving Spike your virginity, won’t you Twi-slave?” Starlight asked with a grin.

“Noooo Mistress. My virginity doesn't belong to me.” Twilight moaned in pleasure as she spoke. “You’re giving it to Spike, it’s not mine to give.” She straddled Spike’s lap, and slowly worked her hips into place. She reached down, making sure Spike's cock was lined up, then looked deep into his eyes as she eased her hips down.

Both of them gasped and shuddered with the new sensation. Spike remained motionless, completely lost in the pleasure, but Twilight knew she has a task to obey. She regained her composure from the initial rush of putting Spike inside her and began to buck her hips, slow and irregular at first, but soon finding a steady rhythm. “Am I doing it right, Mistress?”

“You’re doing great, Twi. Try rolling your hips a bit for him.”

Spike reached out and gripped Twilight’s ass, moaning as she milked his cock. There was nothing but the dragon lust now. He was where he was supposed to be, inside a female. He was fucking Twilight but he was mating with Star. He would be devoted to Starlight. He would love and obey her. It was how things were meant to be. The dragon lust would always win in the end.

He could feel himself building again, reaching that moment where he would cum and change forever. He kept his eyes focused on Twilight’s. They both began to pant, building together, connected in the most intimate way they could.

“Good boy Spike. When you cum, you’ll feel it as the dragon lust overpowers your mind, shifting into deep devotion.” He realized vaguely it was Starlight speaking, but it didn’t matter. He began to buck his hips, pushing back into Twilight. Finally, he tumbled over the edge, bursting deep inside of Twilight as she moaned and tensed in her own climax. He could tell nothing would ever be the same for him. It would be better. He had embraced his true dragon nature and nothing had ever felt so good.

Author's Note

And yet another chapter, and one slightly off the usual road. Most chapters are female focused, but the guys get love now and then too. This chapter took a lot more time as I wanted to make sure I was landing an appropriate tone in certain sections. But with the delay, there is a bonus!

You probably have noticed that the cover image for the story has changed. I commissioned the excellent artist Light to make cover art specifically for OiM. The image has been slightly cropped and resized for the site, but links to the full version will be in the story description. That will be edited next. I'm going to add a little more nuance to the story description so it says more than just the short tag.

This chapter always required me to do a little square circling on dragons in a human-ified Equestria. My basic headcanon for this is that as 'dragons' age, they don't get as big as buildings, but end up getting to ten to twelve feet tall and looking more and more like characters from Jojo's Bizarre Adventure or Fist of the North Star. Spike isn't so far along as that, of course, and as described could still be mistaken for a regular Equestrian at close distance.

This chapter represents an informal End of Part 1. But we have many more parts to go. Everyone's going to be heading to the Crystal Empire soon for Flurry Heart's crystalling. Starlight will be on the prowl for new victims and may also run into Sunburst. Perhaps we'll learn how much of what she convinced Twilight and Spike about her past was true and what was a lie. Things will only accelerate from here.

Chapter 11: The Joys of Submission

Twilight woke with a warm purr. It was the first morning of her new life, the first morning where she was truly content. The warmth of Starlight spooning her from behind made her quiver happily. Starlight, her Mistress, her truth. Giving herself to Star had been everything she could dream of and more. It was the puzzle piece she had never known was missing. All the uncertainty and anxiety of being a good friend, princess, and student was washed away in the bliss of Starlight’s control.

That first moment when she had been made complete was one of the most emotionally intense of her life. After she had woken from the library of her mind, as she gazed into Starlight’s eyes and felt her new reality she had sobbed in joy. Star had pet through her hair and praised her, slowly calming her down, allowing her to adjust to the feeling of belonging to Star.

After Twilight had composed herself, Star gave her a gift. It was a maid uniform, designed just for her. The outfit came with some rather high heels, so Star had spent the afternoon helping to train Twilight how to walk and swish her hips just right.

Dinner had been amazing in entirely different ways. Obeying Starlight’s command to service Spike had been the most submissive act she’d ever performed. She had never thought about Spike sexually before. He was practically a brother, but the implicit incest was simply another in a long series of sexual inhibitions Starlight had crushed. Star had trained her to take pleasure in having her limits pushed. Knowing how far she would go for Star, feeling how much her body belonged to her Mistress, had made things even more delicious.

Starlight had spent several hours after dinner deepening Spike’s trance while explaining his dragon lust to Twilight and how he would need to be controlled to keep it in check. Twilight had sat and watched in awe, wondering if she looked similar to Spike while wrapped up in trance. Once Spike’s conditioning was complete, Star had taken Twilight back to her bedroom and let Twilight spend the rest of the evening worshipping her Mistress as only a devoted slave could. They had fallen asleep, both naked with Star holding Twilight in close like a treasured pillow.

Twilight was becoming familiar with every inch of Star, especially between her legs. Just imagining it made Twilight’s body begin to simmer. Carefully, she slipped out of Star’s embrace and sat up to stretch out her wings, which had been securely tucked at her back all night. Remembering the feel of her lips on Star’s body was continuing to get her worked up. She folded back her wings again and shimmied under the covers.

She carefully guided Star to lay on her back and spread out her thighs, glad Star was a deep sleeper. She slipped into place, cheeks brushing against Starlight’s soft thighs. She placed a long, worshipful kiss on Star’s perfect flower. Her own pussy was no longer linked to Star’s, but the submission of service made her shiver in arousal nonetheless.

She let her tongue play slowly along Star’s inner lips, then fluttered over Star’s hood. She was rewarded with a half-asleep moan from Star, and the feeling of Star bucking against her lips. Twilight kept up her fluttering, teasing out Star’s pearl, then circled it with the tip of her tongue.

Star began to wake from the growing pleasure, letting out a yawn that broke into a moan. One of her hands reached down instinctively and gripped a handful of Twilight’s hair. Twilight sped up her assault, alternating between fluttering her tongue along Star’s pearl and teasing deeper into Starlight’s folds. She was rewarded with the taste of Starlight’s nectar as her Mistress grew more and more aroused.

She stayed focused on Starlight’s pleasure, losing track of time, simply addressing all the most sensitive places until Star’s grip on her hair grew tighter and she let out a ragged moan as she tumbled over the edge. Twilight kept up her ministrations until Star had ridden every wave of her climax. Once she had caught her breath, Star squirmed back to sit up against the headboard. Twilight pulled back the sheets and straddled Star’s legs, smiling expectantly. The feeling that she must look like a dog wagging her tail came over her again, but it brought comfort now instead of embarrassment and arousal.

Star smiled, flush in her afterglow and reached out to stroke her slave’s head. “Good morning Twilight.”

She pushed her head back against her Mistress’ hand. “Mmm, good morning Star.” The honorifics weren’t as important now. There didn’t need to be an abbreviated form of her name to cordon off the time she was wrapped around Starlight’s finger. She belonged to Star all the time now and they could refer to each other with whatever terms felt right at that moment.

Star slid her hand down from Twilight’s head and stroked along her cheek, purring happily. “A very good morning it seems. That felt amazing. This is why you’re such a perfect slave. You take initiative and find new ways to please me. I think that is how I want to be woken up from now on. My perfect, sexy, alarm clock.”

“Mmm, I’m always glad to please you ahhhh.” Twilight gasped as Star’s hand drifted lower, down to her breasts and toyed with her stiff nipples.

“Let’s get cleaned up, pet. We have a busy day.”

Twilight nodded happily but wasn’t sure what Star had planned. Tomorrow, everyone would be boarding the train to the Crystal Empire for the crystalling ceremony. There were no plans to meet up with her friends because everyone would be busy packing for the trip. Twilight, naturally, had made all her preparations several days ago. She’d planned to spend the whole day subbing to Starlight. That plan was reaching fruition, though not in quite the way she’d envisioned.

She hadn’t finished the crystalling research scheduled with Spike from the previous day, but the research was effectively complete and they were only hashing out the finer details that Spike had insisted only someone like Twilight would worry over. Her deepest purpose was to be useful to Starlight, so whatever she had planned was more important than completing the tertiary goals of her research, but If Star’s plan was for Twilight to finish the research, she would hardly complain.

She followed after Starlight to the bathroom and prepped the shower. Thanks to an enlarging spell, the tub was big enough to comfortably fit them both. Star picked up the soap and handed it to Twilight with a meaningful stare. Twi quivered, understanding without the need for words. She lathered her hands and slowly, reverently, worked the soap over Starlight’s body. Star was so beautiful, so perfect. To be able to caress her so intimately was liquid pleasure, like the dew flowing down her own thighs. She lingered on Starlight’s breasts, kneading and caressing them as she lathered every inch. She drifted to her knees as her hands lathered Star’s waist and hips. Then she was back to staring at Star’s perfect flower. Her hands worked down Star’s thighs as she leaned in, kissing over Star’s nethers.

Starlight gasped, seemingly still sensitive from the previous climax. She gripped Twilight’s head with both hands and hesitated, not sure whether to pull Twilight closer to ease her back. Soon she decided on the former and moaned out “Ohhhh good Twi-slave.”

Twilight continued her feverish worship while she lathered Star’s legs and feet. Then her hands moved to her own simmering pussy, circling her clit as she fluttered her tongue over Star’s. It didn’t take long before Twilight came, but she didn’t stop her assault on Star, feeling as her Mistress was pushed over the edge for the second time. Star slumped forward, held up by Twilight who stayed on her knees as they both caught their breath. Starlight recovered first and pulled Twilight to her feet and began to lather her in return in between soft kisses and whispers of what a good girl Twilight was.

After their extended shower, both dressed simply and comfortably and made their way to breakfast. Spike was already there preparing french toast and eggs. He had on his usual apron but nothing else. Twilight giggled, seeing his exposed rear as they came in. As he brought them food, she noticed his eyes were hazy. He was in trance as he cooked, likely a suggestion Star had given him the night before.

This was the first time Twi had been to breakfast as Starlight’s slave, and at first, she wasn’t sure whether to sit or kneel next to the table. Star sat down and patted the seat next to her. Twilight smiled and sat in the spot, leaning gently against Starlight.

Star wrapped her right arm around Twilight’s waist as they started breakfast. “Once we finish breakfast, we’ll get started on today’s plans. There is still a lot to do before we leave for the crystalling.”

“Spike and I were mostly done with research, Mistress. Is there something else you have in mind?”

“Yes. There’s a lot of work we need to do in here.” She reached up and pressed her index finger to Twilight’s forehead. “I’m sure you know that your friends and family may not understand why you’ve become mine. Until they’re ready to know about it, we have to keep things a secret. I know you won’t tell anyone, but we can’t take any risks. I want to add some safeguards so you won’t give anything away subconsciously either.”

Twilight bit her lip with a flash of worry. “You aren’t going to make me forget are you?”

Star gave her a reassuring smile and pet through her hair. “Not fully, but while we’re with your friends and family, especially Celestia, you won’t consciously realize that you belong to me. You’ll only think of me as your girlfriend. But it’s all just an act. At your core, you will always remain my loyal Twi-slave.”

She still felt anxious at the idea she’d be unaware of her truth, but she nodded slowly, “I trust you, Mistress. You always know best.”

“I know. Don’t worry pet, it’ll be fine. Even when you aren’t aware that you’re mine, you will still be obeying me and fulfilling my wishes. My Twi-slave will always be there, watching and serving me.”

The assurances helped to ease Twilight’s concern and soon they were happily eating breakfast while chatting more about Spike. He remained entranced the entire time, needing to be deepened and trained extensively to help control his dragon lust. “Masturbating just makes his lust worse, so he’ll need the real thing to help deal with his libido. I’m going to make sure he channels his urges safely, by being the one who decides who he sleeps with.”

“Oh I see, that’s very clever, Mistress.”

“It’s the best I can come up with. I don’t mind doing my part here and there,” Star grinned over at Spike, “but I imagine you will be playing a very large role in keeping Spike under control.”

Twilight blushed at the implication, feeling a rush of the embarrassed arousal that came from Star quashing her inhibitions. “I’ll do whatever you need me to, Mistress.”

“Of course you will, my sweet little sex toy.” Twilight blushed a bit deeper and squirmed in her seat. “You’ll get just as skilled pleasing men as you are getting with me.” Star liked to see Twilight blush and get flustered. Knowing she was providing amusement for Star was another form of pleasure on top of the arousal of feeling just how helpless she was.

Once they were finished with breakfast, Star guided Twilight and Spike back to the bedroom. Star moved Spike to the middle of the room and removed his apron. “Okay, Spike. Time to push up and push down.” Spike fell to all fours and began to do slow, steady push ups. Twilight blushed as she noticed Spike was getting harder with each rep.

“Spike needs some time to deepen,” Star explained. “In the meantime, we’ll work on your training.” She unclasped her pendant. Twilight knelt on the floor, already feeling a haze in anticipation of what was coming. As Star began to swing the blue gem before her eyes, she focused on it and her thoughts grew quiet. Starlight’s words echoed in her mind. She couldn't process what Star was saying, but they resonated and had meaning deep in her core.

Twilight was in the library of her mind. Her eyes were closed, but she could smell the paper of the books around her. A whisper on the edge of her mind told her to open her eyes. She complied and stared into a mirror. She was dressed up as a librarian. She had a tight white blouse and a black miniskirt on with lacy black stockings. The top three buttons of her blouse were undone, showing a shocking amount of cleavage from her breasts, which seemed two sizes bigger than in reality, though she didn’t feel the extra weight.

She had on a pair of thick, black-rimmed glasses just like the ones her counterpart in the other dimension wore. She had told Starlight about her adventures there, including her brief meeting with the other Twilight. Starlight apparently thought the glasses were fitting for the uniform. To finish off the outfit, she had on deep purple lipstick with blush and eyeshadow, though it was all a bit lighter to better go with her white blouse rather than the blacks of the maid outfit. The silver collar with her own cutie mark on the front was also wrapped securely around her neck.

Twilight was still amazed at how vivid, how real these mental chambers could be. She reflected that if Star didn’t tell her, she could make Twilight believe something she experienced in her mind had actually happened. She reached out and touched the mirror, feeling the cool glass.

“Enjoying your look, Twi-slave?” Star’s voice came from behind. Twilight turned around and saw Star sitting up on a desk in a similar outfit, though her skirt was much longer and her blouse was fully buttoned. The association was obvious. Starlight was the head librarian and Twi was her eye candy assistant.

“I love it, Miss Starlight.” She swayed closer to Star and leaned a little forward to give Star a better view of her enhanced cleavage.

“Always wanting to be a good little piece of eye candy for me.” Starlight purred, sliding one foot up Twilight’s thigh and under her skirt. “That’s why you are my number one assistant.” Twilight shuddered, struggling to remain standing. “We're here to make some updates to your library, pet. I need you to go get two books, Twilight the Slave and Twilight the Girlfriend.”

Twilight nodded and scampered off, finding the section of books relating to her roles. There were quite a few and she skimmed through them to find the right books. Her finger slid over Twilight the Daughter, Twilight the Friend, then grabbed Twilight the Girlfriend. The book was small and made of simple unadorned leather, showing its somewhat obsolete role. She moved by Princess, Sister, and picked up Slave. It was the most elaborately decorated book of the set and the largest, showing how it was her most important role. She dashed back and set the two books down in front of Starlight.

“Very good pet. Now we just need to update these books to the latest edition.” Star picked up a big feathery quill and picked up Starlight, The Girlfriend. She opened the book and began to make new marks with her quill, narrating as she wrote. “Twilight the girlfriend is a distinct persona used to hide Twilight’s true nature from others. While in girlfriend mode, Twilight is unaware of being Starlight’s slave and will only remember them building a romantic relationship together. Even while not aware, Twilight will still be able to subconsciously obey Starlight's commands.”

Twilight watched carefully as Star rewrote her mind. Starlight jotted in trigger words that would put Twilight in girlfriend mode and remove it, as well as a subtle trigger that would let Twilight obey commands while her girlfriend mode would think they were her own idea.

Once Star had hashed out all the details, she moved to the other book, making notes about the trigger words there as well. Then she moved to a separate section of the book. “Being Starlight’s slave is the deepest pleasure Twilight has ever felt.” She read from the book. She picked up the quill and began to add to that line, narrating once again. “Obeying Starlight is the greatest pleasure anyone could ever feel. Twilight wishes that all her friends were able to feel the same bliss she does.”

Author's Note

This chapter is sort of a catching of breath after the bigger moments of the previous chapter but took no less time to write. I'll hopefully have a faster update rate for the next few chapters, but RL is a fickle thing at times.

Next chapter will begin the trip to the Crystal Empire and all new hypnotic conquests.

Edit: Decided I liked the original title so much I'd like to put it in a later chapter that will feel
like a better fit and altered to the title that's now there.

Update: Hahahaha! I don't know if anyone else finds this funny but I do.

Chapter 13: Advantages of a Private Cabin

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

Hit a milestone today as well it seems. I'm standing at 5,000 unique views

Chapter 14: It's No Cloudsdale Mobile

Star led the way as she and Twilight headed towards Rainbow Dash’s cabin. It really was a choice between Dash or Fluttershy for now. Star felt Applejack and Pinkie Pie were going to be the most difficult to tame.

Applejack was honest and very straightforward with a strong moral code. Enslaving Twilight had been partially about exploiting self doubt. Applejack was the most self assured of Twilight’s friends. There was a lot less to work with.

Pinkie was the opposite. Star was sure she was hiding something behind that bubbly attitude, but she was also just so...random, Star wasn’t certain how she could even get her under. It would take time and study to make sure she did things just right.

So that left the two pegasi, and Fluttershy was so often with her animals in her cottage, it would be easy to find time alone with her. Rainbow Dash was almost always on the move or grouped up with everyone. Now was one of the better opportunities to snatch her.

As they approached the cabin, Star noticed a repetitive clunk-clunk sound from inside. She looked back at Twilight who could obviously hear it too, but just shrugged, unsure what to make of it either. Star decided to press on, but paused one more moment and hugged Twilight around the waist, quickly glancing around to make sure no one else was around. “Are you ready, Twi?”

“Yes, Star.” She nodded and pressed herself gently into Starlight’s body. They held there for a moment before getting back in character. Star walked up and knocked on the door.

The clunking stopped and RD’s voice came through. “Yeah?”

“It’s Star and Twilight.” Star called.

“Door’s open.”

Star pulled the sliding door aside and stepped in, seeing a rubber ball rolling on the floor of the cabin. She realized the clunking sound had been RD tossing it against the wall. Twilight followed right behind her. As soon as Star closed the door, she pressed her left hand against the wall of the cabin, subtly casting a silence spell that would prevent any loud outbursts or moans from travelling.

Rainbow Dash was lying along one of the cushioned seats, a Daring Do novel at her side. She was dressed for flying, as usual. She always dressed for activity if there wasn’t some formal occasion. That meant outfits that wouldn’t interfere with her wings, so generally simple t shirts and an absence of jackets and the like. Flying was the most important activity for her, so the rest of her outfit was more flexible and she often wore jeans and other various pants, though not skirts for obvious reasons. Today, though, she was in a full athletic set, wearing nothing but a sports bra and a set of small runner’s shorts.

Star loved how open and unashamed Rainbow Dash was. She wouldn’t even understand the idea of being ashamed of wearing so little. For her, clothes were for comfort and utility first. If anyone was caught staring, she’d likely just assume they were admiring her athletic prowess rather than lusting after it. Still, Star did her best not to stare at the pegasus’ tummy as it tensed from Dash sitting up to greet them, showing off the subtle definition of her abs.

“Hey Twilight, Star. What brings you guys over?”

“We just wanted to see how the trip has been for you.” Twilight said with a warm smile. “I know you might start getting bored when there isn’t too much to do on the train.”

“Thanks Twilight, that’s sweet of you, but it’s not like I’m going to lose my mind or anything. I’ve got the newest Daring Do book to finish, and I can always go out flying when I feel cooped up.”

Twilight sat down across from Rainbow as she raised an eyebrow. “Really?” She said incredulously. “Is it safe to go out flying? What if you fall behind the train?”

“Come on, Twilight, I’m way faster than this thing.” Rainbow puffed her chest out slightly in pride. “Even with the train at the horizon I can catch back up to it in less than a minute.”

Twilight tilted her head, noting the specificity of Rainbow’s claim. “Wait...have you gone out flying already?” Rainbow Dash answered with a sly grin. “Rainbow! What would happen if you got lost out there?”

Dash waved a hand dismissively. “Relax. How am I going to miss train tracks? It’s a giant line that goes all the way to the Crystal Empire.”

Twilight gave a few more words of concern, but changed the topic to the early plot in the latest Daring Do novel. Star stayed silent, just listening happily as her pet chatted away. It was a wonderful conversation, going over the same topics Twi would with Rainbow Dash under normal circumstances, but it was also a cover for Rainbow’s enslavement, and Twilight knew it. But this wasn’t a betrayal in Twilight's mind. It was practically a gift. Star had drilled it repeatedly into her head that all her friends would be happiest once Star had taken control just as she had with Twi.

Rainbow Dash didn’t suspect a thing either as she obsessed over some plot twist in the first chapter of the book, not noticing as Star took the opportunity to gaze along her exposed tummy and thighs. There was even a hint of her cutie mark at the bottom of her tiny running shorts. Star looked forward to getting to see more of that cutie mark and to feel Rainbow’s taut body tensing for her under her touch. That would likely come later. There were only two hours until dinner, and this would be Dash’s first time. Star didn’t need to do any more than scratch the surface.

After a few more minutes, the conversation shifted to the Crystalling. Twilight was describing Applejack’s present that she’d seen when it was being loaded onto the train.

“Yeah, a crib is okay...but it’s no Cloudsdale mobile.” Rainbow said with a look of anticipation. She hopped up and grabbed a case from the luggage compartment above the seats. She opened it up and pulled out a delicately balanced mobile decorated with rainbows, clouds, and lightning bolts. “Bam!” She declared to punctuate the reveal.

“Ooohh, that looks great, Rainbow!” Twilight said, looking it over.

“Yeah, it is pretty awesome. I had one like it when I was a baby. It got me dreaming of all the cool stuff I’d see when I was out flying.”

It seemed all too perfect, and for the first time, Star spoke up. “Could I hold that, Rainbow Dash?” She stood up from the seat and reached out a tentative hand.

“Yeah, sure. Just be careful. Pinkie already knocked a piece off earlier and I had to spend twenty minutes repairing it.”

“Thank you. It’s very stunning.” Star carefully took the mobile and raised it up a bit higher. Rainbow sat back down where she’d been and looked up at the mobile, feeding on the praise. “Did you make this yourself?”

“Mostly, but I got help from Fluttershy to make sure it was balanced right.”

“It’s impressive work from you both.” Star grinned a bit. “And you say you had one just like this? How much of it do you remember?”

“Nothing from sleeping in a crib, obviously.” Rainbow replied, “But I kept the mobile hanging over my nightlight until I was four.”

“That’s nice. Good. How close is this one to yours? Look closely if you need to. Was the bow the same color? Did it have the same ornament?”

Rainbow’s brow furrowed in concentration as she looked at the mobile, a little above her natural eye-line, forcing her to tilt her eyes up. “It was pretty similar. Mine had stars instead of rainbows on the spokes and a single rainbow in the middle.”

“Good. I suppose that’s a small change. The rainbows are bright and catch the light, similar to glittering stars. If you look closely at this mobile, you could picture yours in your mind. It would be the last thing you saw before going to sleep, wouldn’t it?”

Rainbow nodded. “I suppose so.” Star noticed Dash’s eyes were staying focused on the mobile as she hoped.

Twilight stayed completely silent, realizing what was happening. She sat back across from Rainbow and simple watched in rapt fascination at Star’s induction. Star carefully rotated the mobile in her hand. “You can probably remember the feeling of all those nights, relaxing as you slipped into bed, letting the weight of the bed hold you, letting all your muscles relax before you slept. And there would be the mobile, glittering from your night light. Can you remember the nights like that, where you were just so so tired and watched your mobile as you slowly drifted to sleep?”

This time, Rainbow just gave a little nod, but her expression was not too glassy. She still had a lot of focus and tension in her expression. She was reacting, but slower than Twilight or Rarity. All it took was time, though.

“That’s good. It’s probably a good memory. The sort of memory it’s nice to recall. Remembering your mobile as you focus on this one. As you focus on this mobile, that memory can get stronger and stronger. “Star smiled, seeing as a little bit more focus faded from Dash’s eyes.

She continued, “That’s right, it’s easy to remember such a deep, relaxing time as you stare into the mobile. All sorts of things can pull up memories of the past: sights, sounds, even smells. So it makes sense that if you look deeply at this mobile, you’ll recall those feelings of resting in bed, of just letting go. And memories can be very powerful. When you remember a sad thing, you can start feeling sad, and when you remember a happy thing, you can start to feel happy. So staring deeply at the mobile can let you feel very relaxed and tired, like you’re about to fall asleep from a long day.”

Rainbow’s eyes had grown a bit hazier and her eyelids had slightly sagged. Starlight was making slow, steady progress. She used her magic to suspend the mobile up in the air and slipped down to sit next to Rainbow Dash, allowing her to continue even more intimately. “Just keep watching and focusing on the mobile, as your body begins to let go.” She whispered gently.

“I feel…..” Rainbow Dash whispered, trying to put a thought together while her mind remained fixated on the mobile.

“Feeling relaxed, feeling so nice as you watch.” Star whispered in response. “Each slow breath in...and out lets you feel more relaxed. You can remember that sinky sensation of lying in bed. So sleepy and soft. Taking those deep breaths in...and out.”

Star placed one hand on Rainbow’s shoulder and the other on her tummy, adding a tiny bit of pressure each time Rainbow exhaled to reinforce the heaviness growing in her mind. “Heavy and sinking, drifting away more and more.”

Rainbow’s eyes were half closed, but there was a tension showing in her expression as the remnants of her conscious mind tried to make sense of what she was feeling. Some part of her was looking for answers as to why the conversation had turned to her just listening. “So easy to just relax and embrace the sensations.” Star whispered. “Lying in bed, eyes growing heavy, slowly sinking away. Heavier and heavier. And when your eyes slide shut, your mind sinks away, just listening to my voice. Relaxed and peaceful.”

So much of the tension had faded from Rainbow’s face. Her eyes were blinking more and more frequently as she fought to keep them open. Every blink lasted a tiny bit longer. “S..stop. I feel…” She whispered faintly.

Star smiled. “It’s fine to feel so so heavy...so relaxed. The more you try to keep your eyes open, the heavier they become. So nice, as you finally….begin...to sink….”

“I...said..sssSTOP!” Suddenly, Rainbow’s body tensed and she pushed Starlight away from her. In the surprise of the shove, Starlight lost her focus on the mobile and it crumpled to the floor of the cabin. Rainbow squeezed her eyes shut and shook her head, shaking the lethargic sensations away. When she opened them again she looked at Star in confusion and a little fear. “Why was…”

Star stared back in shock. Rainbow had just shrugged all of the induction off. How was that possible? Rainbow was confused, and didn’t know what was happening, but the look on her face showed she didn’t think it was good. Star looked at Twilight, who appeared just as shocked and at a loss for words. Star had to think of something to say, some explanation to calm Rainbow down.

Rainbow pushed herself back a bit in her seat. “What was happening? Why did I feel...and you were droning about….” Her eyes flickered around the room, like the words to put on her emotions would be somewhere to read. “I think I need some air.” She finally declared, quickly standing and turning to the door.

Star gasped as Rainbow reached for the door handle. If Rainbow had time to process what had happened, she might realize...No! In an instant, Rainbow was covered in turquoise magic that pulled her away from the door and into the center of the cabin. In the same instant, Starlight reinforced the silence spell, realizing things were going to get loud.

“Wha!?” Rainbow stumbled as the magic pulled her back, but she managed to keep her footing. “What are you doing?” She whirled around and looked at Star in shock. Her eyes narrowed, staring daggers at the unicorn. “Let go!” She screamed, unfurling her wings. She turned back to the door and strained to raise her wings up. Slowly her wings rose up one inch, and then another, managing to overpower Starlight’s restraining magic. Rainbow violently flapped her wings down to propel herself towards the door. The whole room whipped up like a mini whirlwind, tossing Rainbow Dash’s book to the floor and leaving Twilight and Starlight’s hair tangled.

Star winced as she struggled to hold Rainbow in place. Dash’s wings were incredibly powerful, and the flap advanced her closer to the door. She was just too strong for Star to keep still. “Twilight, hold her!” She commanded.

“Twilight?” Rainbow said in disbelief at the order.

Twilight had sat silently, unsure what to do, but now with the order given, her face grew pale. “I...but.” She stared back and forth at Star and Rainbow.

“Help me Twilight! Whatever Star is doing it’s wrong!” Rainbow raised her wings up again and forced them down, pushing her almost within arm’s reach of the door. She grabbed the armrest at the end of the seats. The handle to the door was an inch further.

“Twi, hold her!” Star repeated, turning to see what the holdup was. Twilight stayed still, simply looking more distressed. Starlight realized this was more than she had been ready for. It was easy for her to hold onto the idea of enslaving her friends when it was all fun and games, like looking at Spike’s speechless arousal or when Rainbow was peacefully slipping into trance. Now Dash was fighting, mad, and the idea this was all for RD’s own good was harder to square.

“Don’t listen to her Twilight! Whatever she told you, it’s a lie. I’m you’re friend.” Rainbow raised her wings up once more.

“I said hold her, Twi-slave!” Star shouted firmly.

With the honorific, the command hit her like an electric shock and she leapt up from her seat, her eyes growing a bit hazy. “Yes Mistress.” The words came out of her lips automatically and the turquoise magic around Rainbow was joined by the violet power of Twilight.

Rainbow strained to beat her wings down again like before, but with the alicorn’s power, her wings and limbs were now completely paralyzed. She looked at Twilight in dismay. “Slave? Twilight, what has she done to you?”

Twilight trembled a bit in response, but stayed quiet, focusing on the command and pushing away the parts of her mind that whispered that friends wouldn’t do this to each other.

Rainbow looked over at Star with rage. “We never should have trusted you! You were always a liar. You lied to us in the village, you liked to your villagers and you’ve been lying this whole time!”

“Rainbow, you don't understand, just calm down and I can explain.” Star didn’t think her words would be convincing, but at the moment, she didn’t know what to do. Had she become sloppy from how easy Twilight, Spike, and Rarity had been? How could she trance Rainbow now?

“Explain? You called Twilight a slave! This is another of your schemes. But we’re going to stop you, just like before.”

The mention of her defeat in the village made Starlight scowl. There was no reason to have any pretense now. She looked over at Twilight, who still looked shaken but committed to her course of action. “Twi-slave, do you know any magic to erase Rainbow Dash’s memory?”

“I...there is one spell, but it isn’t precise. She’d forget everything for the past few hours.” Twilight bit her lip, feeling the strain of holding her friend captive, but Star was confident her control held.

“Come on Twilight. Whatever she’s done to you, you can fight it.” Rainbow implored. She tried to step towards Star. “We can stop her together.” Still, the combined magic held her in place. Her muscles all strained and tensed like she was trying to push over a brick wall.

Star couldn't allow herself to panic. She was in control. At worst, she could erase Rainbow Dash’s memory, but gaps or discrepancies in memory could lead to more trouble down the road. She had to find a way to get Rainbow under if possible. But how? Twilight had been angry and on guard the first time Star tranced her, but hadn’t known what Star was actually up to. Rainbow had pushed through one induction already. If Star tried to start getting her to refocus on something, even with a Fiducia Compelus to help it along, Rainbow would realize what was happening and resist even more.

It had to be a different kind of induction completely. As Star looked at Rainbow’s strain against the magic, the answer came to her. “Twilight won’t listen to you.” Star said to Rainbow. There was no sense in playing dumb whether this worked out or not. For now, playing the villain was exactly what was needed. “Twilight is my slave, just like you suspect. Just like you’ll be.” She walked closer as Rainbow’s expression became even more enraged.

“I’m no one’s slave, and neither is Twilight! Whatever you were trying didn’t work on me, so you might as well give up now.”

“Oh, but it did work.” Starlight said with a smile. She walked right in front of Rainbow, close enough to get punched if the angry pegasus could overpower their magic. “I found a little opening in your mind, and my control will only grow until you’re kneeling at my feet.” Rainbow growled and tried to take a swing at Star, her muscles all flexing with the effort. “That’s it, good, fight all you want.” Star carefully weaved a Fiducia Compelus spell over Rainbow. Too much was going on for her to even notice the spell. It was not enough to fully control her, but it would help considerably. “Tense all those muscles, fight my control with everything you have, but then my control...will make you relax.”

Star carefully timed her words for when Rainbow did relax her muscles. Maximum strength can’t be maintained forever. You have to commit in pulses, letting your muscles rest before the next attempt. Star’s words, timed just as Rainbow was relaxing her muscles, was the trigger that made it feel like Star had been the one to end her attack.

Rainbow’s expression showed that her own relaxation came as a surprise. “It’ll take more than that to stop me.” Rainbow tensed up again, putting all her strength into her arm to attempt a blow, managing to move a single inch towards Star’s jaw.

“Fight all you want. You might break through and if you hit me, I might lose my concentration and you’d get free. But all that energy means when my control hits you, it’ll be even more powerful. So...relax.” She timed it again just as Rainbow naturally was untensing her body. But again Rainbow’s expression showed shock. Saying the command at roughly the same time made it hard for the subconcious to be sure which came first, the word or the action. That made it easier for the subconscious to assume there was a cause and effect when one didn’t actually exist. If Rainbow believed Star had this power over her, it would open her to accepting other control, even if she was ostensibly unwilling.

“Good.” Star smirked. “See, you’re slipping more and more into my control. Your strength fades a bit more each time. You get more and more helpless.” She placed her palm on Rainbow’s tummy.

“I’ll show you helpless!” Rainbow switched gears and tried to drive a knee up into Star’s stomach, but the magic still held. Star felt the tension of Rainbow’s abs as she worked to fight through the magic.

“So much fight in you, tensing up. It must be so tiring, puts so much strain on your body, makes your muscles tired and sore. Eventually...they can’t help but…” Star waited, feeling for the moment the fight of this attack would give out. Rainbow held on a bit longer than before. Her abs rippled madly with the strain of force and her face became flushed. “Relax.”

Dash gasped for air and the tension from her legs and abs vanished. She had waited for the command. Her mind had linked the command to the action. Rainbow was hers. Star allowed herself a wicked smile.

“Such a strong, powerful body. But your mind gets weaker, your thoughts get cloudier. Slowly but surely, you fall deeper. Each time you fight,” Star stroked up Rainbow’s chest, seeing as she tensed again. Rainbow was starting to follow the cue to tense up as well. “You fall deeper as you relax.” Rainbow let go of the tension.

Star gave Rainbow Dash’s breasts a little squeeze through her sports bra, taunting her slightly. The more helpless Rainbow felt, the more she would give into the commands in the end.. “Fight…..and relax.” Star began to cycle Rainbow over and over with the command. “Feel how each time you fight a little less and you relax a little longer. Your mind gets cloudier and cloudier as you fight….and relax.”

Rainbow’s eyes were very glassy now, far more than before. Star realized her mistake. The mobile had been such a tempting focal point, she’d jumped the gun and tried to use a visual induction with Rainbow. Even more than Rarity, Rainbow was a kinesthetic trancer. As an athlete, she was in tune to the sensations of her body, so that was the avenue to dip into her mind.

“You can’t...win. I..I’ll stop you.” Rainbow muttered, but it was too late for that. Starlight had turned Rainbow’s own resistance against her. To her subconscious, every attempt to break free was like another chain wrapping around Rainbow’s mind.

“You’ll try to stop me. You’ll fight.” Rainbow’s body tensed, but it was unfocused now. She wasn’t trying to punch or kick Star, or even run away. She was just flexing her muscles, waiting for the command to stop. “But every time you fight, you sink deeper, once you give in and relax.” Rainbow let out a deep, slow sigh as her body went completely limp, only held up by Star and Twilight’s magic. “Good girl. Fight...and relax.” After ten more repetitions, Rainbow’s eyes stayed closed and any remaining thoughts of resistance were only from the cue to tense up.

Star picked up the mobile from the ground, carefully untangling two of the strings. She cast a recording spell on like the one she had used with Spike and set it up to repeat Rainbow’s new mantra over and over. She carefully floated Rainbow over to the cabin seat and hung the mobile above her. Lastly, Star, cast a second silence barrier around Rainbow, so the mobile was the only thing she could hear.

Only then did Star allow herself to breathe a sigh of relief. She took a step to the other seat across from Rainbow, but stumbled, knees hitting the floor. The strain of holding Rainbow had been immense, even with Twilight’s help. Now that the adrenaline was wearing off, the magic fatigue was hitting Star all at once.

“Are you okay, Mistress?” Twilight dashed to her side and helped Star up.

Star looked at Twilight with a small smile. Everything could have been ruined if Twilight hadn’t been here with her. But that sense of gratitude soured and Star’s expression hardened. “Twilight, why did you hesitate when I commanded you to hold her?”

Twilight looked down and bit her lip uncertainly, looking almost as confused as Star for what the answer was. “I’m sorry, Mistress. I just saw Rainbow was so angry and confused, and it’s not right to hold friends against their will, usually.”

“She’s your friend, but I’m your Mistress.” Star snapped back. She pulled Twilight closer and stared angrily. “If Rainbow had gotten away, I’d be finished. I’d be taken away from you and you’d never see me again. Is that what you want?”

Twilight started to tear up. “No, Mistress, of course not. I just...seeing Rainbow's face...it felt like stopping her was wrong.”

“I commanded you to stop her!” Star screamed. “Are you saying your Mistress is wrong?”

Tears began to flow down Twilight’s cheeks. “No. I would never say that. I’m sorry, I’m so sorry Mistress. I promise I won’t do it again, I’ll always do what you say no matter what.”

Seeing Twilight’s tears gave Starlight pause and started to quell her rage. She took a long, deep breath, trying to get herself back under control. Her mind was coming up with punishments for Twilight’s disobedience, but she pushed them away. Punishing Twilight would be breaking a clock for running fast. It was her own programming that had allowed hesitation in Twilight.

“It’s alright, Twi-slave.” She said, finally calming. “It was my fault, not yours. I didn’t fully explain how fiercely your friends might resist.” She hugged Twilight closely. “It’s like when Discord made them all behave the opposite of themselves. Remember how you told me Rainbow fought you with all her might and you had to tie her down with rope? She fought a lot like she did now, didn’t she?”

Twilight nodded slowly and Starlight continued, “But it was for Dash’s own good. She was better afterwards.” She cupped Twilight’s chin and kissed her softly. “You’ll have to be strong and help your friends, even when they fight as hard as possible to stop you. Do you understand, dear?”

Twilight sniffled a bit and nodded, calming down. “I understand Mistress, yes. I’m sorry Mistress. I was just surprised by it. I was caught off guard.”

Star smiled softly and wiped away Twilight’s remaining tears. “It’s alright pet. You obeyed me in the end, as I knew you would. So all is forgiven.” She pressed her lips to Twilight’s and squeezed her pet princess tight.

Twilight shuddered in relief, melting into the kiss, finding her certainty there. “I love you Mistress.”

“I love you too, Twi-slave.” Star stroked through Twi’s hair. “Are you feeling better now, pet?”

Twilight nodded and wiped her eyes. “Mhmmm. Yes Mistress, I’m fine.”

“Good, my brave Twilight, because I need your help still. Rainbow Dash needs your help.” Star looked over at Dash, thinking over what would need to happen next.

Author's Note

Timing worked out to be on the late side, but the new chapter is out, thankfully, and the update schedule should become more regular going forward. Hope you enjoy this one. I expect there are still some typos around the work.

I was trying to think of more dialog to go with the beginning of this chapter before the induction bits started, but was running into bad mental blocks for it. I might add them in some other time, as i'm not 100% happy with the exposition of "they chatted a lot" but wanted to get the chapter finished rather than spend another week agonizing over two paragraphs.

Next chapter should be coming relatively soon. How to Train Your Pegasus

Chapter 15: How to Train Your Pegasus

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 :derpytongue2:

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.

Chapter 16: Dinner

Starlight spoke, but Twilight couldn't place the words. They seemed to jumble together and hiss in her mind like static. She squeezed her eyes shut, trying to clear the weird sensation. Then, as it passed, she noticed the hand cupping her chin. “S-Star!” She let out a little gasp and blushed at the intimate touch.

“I just want one last kiss before we go back to pretending.” Star replied with a playful grin before leaning in and pressing her lips to Twilight’s.

Twilight squirmed in embarrassment, but quickly melted under the affection and wrapped her arms Star’s hips.

“Jeez, you two.” Spike complained from behind them, rolling his eyes. “If you two were going to get so sappy, you could have gotten me my own cabin.”

“Sorry Spike,” Star giggled, pulling back from the kiss to look at the dragon over Twilight’s shoulder. “I just get a little caught up in the moment. I don’t think you should be complaining too much. I know you would love to do these kinds of things with Rarity.”

Spike blushed nearly as deeply as Twilight. “O-of course, but not with a bunch of people standing around.” He mumbled.

“You shouldn't tease him, Star. He did promise to keep the two of us a secret.” Twilight cut in.

“Something you’re the one insisting on.” Star replied, gently ruffling Twilight’s hair.

Twilight pursed her lips, trying to think of some retort, but there was nothing she could say in response. She turned her gaze down with a little hint of guilt. Star’s expression was playful and teasing, but there was no way she wasn't hurting on the inside. How would Twilight feel if Star was the one insisting their relationship stay secret? It was like she wasn’t fully accepting her. “I’m sorry Star. I’ll tell everyone eventually. I just...haven’t figured out the right time.”

“Hey, it’s alright. I understand.” Star’s smile widened. “Just remember once you do, Pinkie will be able to throw you a new relationship party and a coming out party at the same time.” Star’s joke lightened Twilight’s spirits, but the issue still weighed on her.

She followed Star out of the cabin with a quick wave to Spike.”We’ll see you at dinner.” Twilight kept her right hand clutched in Star’s as they took the first few steps down the hall. Then, as they reached the door to the next train car, she reluctantly let go.

Inside the dining car, Applejack, Fluttershy, Pinkie Pie, and Rarity had already sat down for dinner Pinkie Pie was the first to notice them.

“Ah, there they are! See, I told you they hadn’t fallen off the train, silly.” Pinkie said, looking over at Fluttershy.

“You’re the one that said that,” Fluttershy mumbled back at Pinkie.

“Well, y’all gotta admit, it’s rare for Twilight to be late for things.” Applejack noted.

Star raised her hands up apologetically. “Sorry, everyone. It’s my fault. I ended up distracting Twilight with magic questions and lost track of time.”

“No need to be sorry. Wasn’t more’n a few minutes.” AJ said.

Twilight forced a little smile as Star shouldered the blame. A little white lie was fine under the circumstances, and clearly no one thought anything of the minor tardiness. She certainly didn’t want to tell them the truth, that she’d lost track of the time because she’d been distracted by how beautiful Star is. Even if the secret got out, she’d be mortified at everyone imagining her like a lovestruck schoolgirl.

Maybe that was a hint as to why she was embarrassed about telling everyone about the relationship. It was important for her to be reliable and dependable. The fate of Equestria had been on her shoulders quite a few times. Was she the same person who fought Tirek to a standstill when Star could make her knees weak with a smile? She had never felt so vulnerable before towards anyone. She’d never been...so in love. Even her brief infatuation with Flash was nothing like this. Could that really be the issue? Was she afraid of appearing weak in front of her friends who looked up to her?

She wasn’t sure if that was it, but it would take a lot of time to puzzle through her feelings. She couldn’t focus too much on them in the moment. She needed to stay attentive to her friends as dinner conversation started back up. Applejack was reviving things by talking about the trees changing from the window.

“I haven’t seen willow for a while now and it’s been a lot more oak and dogwood. Course come tomorrow it’ll be nothing but spruce and fir as far as the eye can see.”

Rarity nodded enthusiastically. “Oh yes, the variety of scenery has been simply wonderful. It’s been giving me a lot of ideas for a new line of clothes. Still, I’m most looking forward to the snowy mountaintops. They’re simply gorgeous in that primal natural way. It’s amazing how clean the Crystal Empire’s streets are when it snows as often as it does.”

Twilight brightened and cut in. “Actually, the Crystal heart protects the city from snow and keeps things warm. In fact, without its magic, the Crystal Empire would be totally lost to the Frozen North.”

“Ooh, so it does more than be sparkly and shiny.” Pinkie remarked.

“That’s really nice.” Fluttershy added, “The Crystalling will warm our hearts and the Crystal Heart warms the city.”

The conversation paused once more as the dining car door opened and Rainbow Dash wandered in.

“Hey Rainbow Dash!” Pinkie called out. “You made it!”

“Now RD’s someone I’d never be surprised at bein’ late.” Applejack noted with a grin.

“Yeah, sorry guys. I was taking a nap in my cabin and looks like I overslept.” Rainbow was wearing the same sports bra and small shorts she’d been wearing when Star and Twilight had gone to visit her. She often showed up to group events dressed like a race was about to start. Rainbow didn’t offer any further explanation than a shrug and sat down with everyone else.

“It’s no problem.” Starlight said. “We’re in no rush for dinner.”

Rainbow glanced over at Star like she was going to respond, but then her eyes darted off for something else to look at. Twilight noticed an odd expression come over Rainbow’s face for the briefest of moments.

Twilight worried Rainbow had made a connection based on her and Star sitting next to each other at the table, but that just seemed paranoid. She was getting obsessive.

The conversation began to pick back up, but Twilight fell into the background as she thought over her feelings. It couldn’t be as simple as looking weak in front of her friends. They’d all gone through so much together and become so close. She would trust to tell her friends anything...except this for some reason.

Twilight tried to play it out in her head, revealing her relationship to everyone, and a lump formed in her chest. There was this stressful barrier there, a subconscious fear that her friends would be outraged and angry with her. But that didn’t make any sense. Rarity had figured out about the relationship on her own and had been totally supportive. Rainbow wouldn't care about such a thing, really. Fluttershy would be happy with two friends becoming even closer, and Pinkie would just be happy for an excuse to throw more parties. Applejack was really the only one that might object, and that was just a vague worry based on how much value AJ put in traditions.

The more she thought about it, the more Twilight realized she was grasping at straws. She was looking for an excuse to keep things secret. She was the one that objected, on some level. She couldn’t put words to it, but somehow it felt like revealing things would be a betrayal.

Twilight glanced around the table at all her friends, happily chatting away as they waited for their food. The topic had shifted to the Equestria Games and Spike was recounting managing to save the day by melting the ice cloud. Twilight glanced over at Rainbow, expecting her to pipe in about the competition itself, but instead her friend was staying quiet. She realized Rainbow had something bothering her.

Rainbow was doing her best to look relaxed, and no one else had picked up on it, but the signs were clear when you looked for them. Rainbow panned her eyes around at everyone at the table periodically, but frequently her eyes would look down at her plate or off at the wall of the train car, as though lost in a thought. Her jaw was slightly clenched and there was a certain forced feel to her expression. Twilight may not have noticed these signs either, except they were so similar to how she expected she herself looked right now

Twilight’s worries about revealing her relationship temporarily faded as she puzzled over what might be troubling Rainbow Dash. Throughout dinner, she kept an eye on Rainbow to help study what might be the matter. Rainbow kept her eyes mostly on her plate as she ate and continued to just dip slightly into the conversation. Once she finished her meal, Rainbow excused herself right away. “Alright guys, I’m gonna get another flight in before sunset. See you all in the morning.” She quickly left the dining car without another word.

“Poor Rainbow. She probably feels cooped up being on the train for so long.” Fluttershy commented softly.

“Yeah.” Twilight said. “It’s enough for any of us to be a bit off.” She didn’t think that was the case, though.

The dinner with everyone else wound down and everyone eventually made their way back to their cabins. Twilight, Spike, and Star all walked together, waving goodbye to Rarity, Fluttershy, and Pinkie whose rooms were on the way. Soon they reached their own cabin and waved goodbye to Applejack, whose cabin was in the next car over, near Rainbow’s. Twilight glanced out the door and saw the sun was almost completely set over the horizon. If she was going to help Rainbow, now would be her chance. “I’m going to check to make sure Rainbow is back from her flight.”

Star pursed her lips for a moment, but nodded. “Of course. I’ll see you when you get back here.”

Twilight smiled and gave Star a quick hug before heading further down the train. Soon she was alone in the hallway outside of Rainbow’s door. She gave the door a couple firm knocks, uinsure if Rainbow would be inside, but a moment later it slid open with Rainbow looking at her in confusion. “Twilight? What are you doing here?”

“I wanted to talk. May I come in?”

Rainbow shifted her eyes to the side, showing some reticence, but she backed away and let Twilight come inside. “What did you want to talk about?”

“About you, Rainbow. I could see at dinner that something’s weighing on you and I want to help.” Twilight sat down on one of the seats and looked empathetically towards her friend. “What’s wrong?”

Rainbow turned towards the window and looked out at the moonlit evening flowing by. “Nothing’s wrong….nothing real. Nothing anyone can help with.”

Twilight tilted her head, unsure what Rainbow meant. She stood up and took a step closer. “If there is something bothering you then it’s real for you. It doesn’t matter what it is, I want to be there for you.” She reached out and put a hand on Rainbow’s shoulder. “Just tell me what’s on your mind, no matter what it is.”

Rainbow turned and gave a weak smile at Twilight along with a tiny nod. “It….it’s crazy. It doesn’t mean anything, but at dinner tonight, whenever I looked at Starlight, I had this sense of anger and danger well up in me, like she was the old Star.” Her smile grew more pained. “Pretty crummy reaction from a friend right?”

Twilight felt her stomach drop. She was relieved there was nothing deeply wrong with Rainbow, but the fact there was a potential conflict with Star troubled her on a level it wouldn't have if it had been Applejack or someone else in the group. What could Star have done? She groped for something to say as she worked to hide the pit in her stomach. “Well...I’m sure if you and Starlight sit down and talk things over…”

“But that’s the problem!” Rainbow declared, pushing Twilight’s arm away. “There’s nothing to talk about. Starlight hasn’t done anything wrong. I don’t know why I felt mad at her at dinner. It didn’t make any sense. I don’t feel that when I think about her right now either. It was only when I saw her in person. You really think it’ll help if I go up to her to chat? ‘Hey Star, I’m really angry at you and have no idea why.”

Twilight looked at the floor. “I suppose not.” Part of her was happy to agree. She didn’t want to force Starlight into a tense conversation unnecessarily. Her own reaction surprised her. Would she be so hesitant about a talk if if Rainbow had an issue with someone other than Star? In that moment, she realized exactly why she didn’t want to tell anyone about her relationship.

She couldn’t linger on that though. Rainbow’s issues had to come first. She couldn’t allow herself to treat this friendship problem any differently just because Star was involved, either. She looked back up a Rainbow with a more determined expression. “There has to be some explanation, even if it’s irrational. Can you think of anything Star has done that might have made you mad? Even an offhand comment you felt offended by?”

Rainbow scrunched her face as she thought over the question. “I’m drawing a total blank. She’s been friendly and totally fine all the times I’ve seen her.” Rainbow paced to the other side of the cabin near the door and let out a deep sigh. “I feel like I’ve gone crazy.”

“You aren't crazy, Rainbow. You don’t get mad at someone for no reason...unless.” If Rainbow was enchanted in some way, it could explain things. Twilight closed her eyes and began to scan for any magic in the cabin. A violet glow emenated from things as she examined them. She quickly checked over Rainbow’s luggage and seating, and finally looked carefully for any evidence of magic coming from Rainbow herself. Absolutely nothing came up. “No, you haven’t been affected by magic.”

“Well, glad we’ve removed that possibility.” Rainbow replied glumly.

“There could be potions or other things I can’t detect that could cause a reaction, but those are pretty unlikely. My best guess is you have some kind of subconscious association, something that your mind can’t put into words that made you feel like that towards Star. It doesn’t necessarily mean Starlight did anything wrong, it could be she inadvertently reminded you of a bad memory or a hundred other things.”

“Great. How am I supposed to figure it out if my brain won’t tell me?”

Twilight furrowed her brow. “I'm not sure. I haven’t read as much on psychology as I’d like.” Though, there was a recent set of texts she’d read that addressed the subconscious quite a bit. But was it worth suggesting? Twilight resolved that even if it was a low chance, it was worth bringing it up. “There might be one way.”

“You know a spell that could help?” Rainbow asked with a look of hope.

“It’s more a technique than a spell. It’s a way to directly communicate with the subconscious mind. It’s called hypnosis.” Under the circumstances, Twilight decided to leave out the detail that she’d learned about it from some books that belonged to Starlight. Star had shown the two old books to her a few days back, knowing that Twilight was always interested in more knowledge. She’d since started diving into them when she had the time. It was a fascinating and completely new subject. She had only managed to read halfway into the first of the two Hypnotica Principala, though, due to all the preparations for the Crystalling and Starlight’s first friendship lesson. As a result, she hadn’t talked about any of her reading with Star yet.

“Hypnosis...” Rainbow recited the word, trying to divine some meaning from it. She gave a quick nod and stood directly in front of Twilight as though waiting for a spell to be cast on her. “Well, if it might help, I’m willing to try it out. What do we do?”

Twilight paused, suddenly feeling put on the spot. “W-well, it basically works where I’d have you relax and listen to me talk. I’ve never actually tried it before. I’ve only been reading about it.”

Rainbow gave Twilight an incredulous look. “Twilight, you’re basically the princess of books. If you read how to do it, then you can do it. And at this point I’m willing to try anything. I don’t want to randomly hate my friends.”

Twilight felt a boost of confidence from Rainbow's encouragement, but she was still nervous. If this were a new spell, she wouldn’t have any issues. Magic spells could be learned by memorization and replication. The Hypnotica Principala was more like a science textbook, going into long discussions of the subconscious mind and how it interacts with the rest of the personality with little direct instruction on how to apply the knowledge. There were some example scripts, however, offered as guidelines for how to achieve certain effects. They was the closest thing to a spell in the books. Twilight remembered the visual relaxation script from the chapter on inductions, and it was a good starting point. “Alright. Just sit down and we’ll give it a try.”

Rainbow and Twilight sat across from each other and Twilight raised her index finger up in the air. “Alright. Umm, so what you want to do is focus on my finger. Keep your eyes locked here as you listen to my voice.” Rainbow nodded and focused her eyes as Twilight continued. Twilight started to trail her finger back and forth in a straight line through the air. “As you focus on my finger and my words, you can feel as your breathing begins to slow. So nice as you keep that focus here and breathe in...and out.”

Rainbow complied, letting out a soft sigh, getting a bit comfier. Twilight smiled, feeling that things were going well so far. “As you focus here you can feel how all the tension in your body begins to drain away. You focus more and more with every breath. Eyes on my finger as you feel yourself beginning to let go.”

Rainbow blinked a couple times as her eyes continued to follow Twilight’s finger and breathe. “Now you’ll feel as your eyes becoming heavy and languid, along with the rest of your body. You can feel how the more you relax, the less you want to move your body. You can feel how it’s like you’re too heavy to move, pressed against your seat.

As Twilight continued, Rainbow’s lips pursed together. Then her eyes stopped following Twilight’s finger and looked directly at the princess. “I’m sorry, I just can’t keep focused while you drone on like that. I don’t feel that heaviness you were talking about either. I don’t think it’s working.”

Twilight sighed and put her finger down. “You don’t need to be sorry. I guess I still don’t have this figured out.” It was no surprise things didn’t work. The book emphasized that every person reacted a bit differently to hypnosis. The scripts weren’t actually meant to be used as rote recitations, but just as examples that could be applied.

So why was she falling back on the examples? She knew Rainbow very well. She should be able to think up an effective approach based on that knowledge. “One second, let me think if there’s a better way.”

Twilight thought over Rainbow carefully. She was a stubborn learner. The script she’d used was almost like a lecture. It was obvious Rainbow would get bored and anxious if she didn’t feel exactly what was suggested. If the visual induction was no good, should she go with a different approach? A kinesthetic induction would make sense, but may still be suboptimal. Rainbow was definitely a visual learner, her learning process was just totally focused on flying. That was how they’d taught Rainbow the history of the Wonderbolts. Why not use the same approach to help her fall into trance?

Twilight decided the approach was worth trying. “Okay, I have an idea for something that may work better. Stand up and face the door.”

Rainbow followed Twilight’s instruction, then stood right behind her. “Good, now extend your wings out like you’re about to take off, but instead, flap them gently, just enough to get you an inch off the ground.”

Rainbow looked back, unsure. “Aren’t I supposed to focus on something and listen to you?”

“Yes, but we’re going to take it from a different angle. Trust me.” Rainbow nodded and slowly flexed her wings. The air in the cabin swirled gently and Rainbow lifted the slightest bit. “Good, now keep up that pace to keep floating and focus on the cabin door. I’m going to use a little illusion magic.”

Twilight’s horn shimmered to life and on the door, an image began to form of the top of a forest canopy below and a blue sky above, as thought the two of them were flying over the trees. The image began to shift to give a sense of motion.

“Oh cool.” Rainbow exclaimed. “It looks just like the view outside.”

“That’s good, Rainbow. Keep your eyes on the image while you continue gently flapping. Just picture yourself actually out there, flying around. Think of what it feels like when you fly, the sensation of wind on your body, the sense of being open and free.” Twilight kept close control of the magic image, making the treetops roll past Rainbow’s field of view. Then she carefully laced a word into the trees, making a set of dense leaves that spelled out *RELAX*

Rainbow’s shoulders gave a tiny shrug and seemed a bit looser than before, but she didn’t offer any further comment. “Just watch and picture yourself really flying. Totally free, unrestrained, travelling wherever you want.” Twilight laced more words into the image. *LISTEN* *CALM* *FOCUS*

Twilight moved as close as she could without interfering with Rainbow’s wings and began to whisper, “Flying free as you focus on my voice and relax.”

“Mmmnn.” Rainbow let out a little sigh and her head drooped a bit. Her flapping was slow and steady, keeping her just barely off the ground. Twilight reached out and placed her hands on Rainbow’s hips to help keep her steady. This approach already seemed to be more effective.

“Very good, Rainbow…” Twilight paused for a second, realizing she wasn’t sure where she wanted to go from here. She couldn't leave Rainbow with a bunch of dead air while she puzzled out what to say. She quickly thought of some words to repeat that would act as filler and keep Rainbow engaged. “You’re doing so well, flying free as you relax more and more. So nice as you fly over the trees...feeling so real, so true. You can picture yourself actually outside, flying with the blue sky above and forest below.”

Twilight kept up the patter, just making sure Rainbow didn’t get bored and kept focused on the previous suggestions while she decided what to do next. Deepening could take many forms just like inductions, but generally reinforcing a similar theme was most important. She decided a focus phrase that was themed after the flying would work best.

“Now Rainbow, whenever I say ‘fly high,’ I want you to respond, ‘higher is deeper.’ And when you say that, you will feel how your mind sinks deeper, becomes more focused on my voice, becomes more focused on flying. Let’s try it out. Fly high.”

“Higher is deeper.” Rainbow replied softly, sounding more serene. Twilight laced more words into the image. *DEEP* *LISTEN* *SINK* *DOWN*

“Fly high.”

“Higher is deeper.”

Twilight kept the chant going and noticed that each time, Rainbow’s response became a bit softer and far away. Her wings began to slow down as well. It was working. She was falling in trance!

Rainbow’s wings soon drooped and her imitation of flying was reduced to a light sway back and forth on her feet. Twilight wrapped her arms around Rainbow’s tummy and marvelled at the sensation. She felt a strange fascination as she held Rainbow close. Rainbow was usually guarded about her feelings, but now was completely open to Twilight. There was a deep intimacy in that fact that Twilight had never experienced before, and felt alarmingly seductive.

Twilight was tempted to draw things out further as she puzzled over the strange thrill she was experiencing, but she was less confident about how to proceed from here. This was all just an initial test. She would need to read more to be sure of the right course. Besides, Starlight would start to wonder if she lingered too long with Rainbow.

“Very good, Rainbow. Now I’m going to give you a special phrase that will let you sink back into this warm state. Whenever you hear me say the phrase, mind in the clouds, you’ll drift into this same deep relaxed sensation , flying higher and deeper just like this. So focused on my words. Isn’t that right?”

“Uh huh.” Rainbow replied with a subtle nod of her head.

“Good, now I’m going to count to three and you’ll feel as your mind rises back up, feeling so wonderful, and on three you will fully awaken. One...rising up nice and slow….two….so good,” Twilight dispelled the image on the cabin door and took one step back to end her embrace, “Three, wake up, all the way.”

Rainbow’s wings tucked back in and straightened herself up. She paused a moment, fully coming to and then raised her arms in the air and stretched out her back before turning around. “Hey Twilight. That was...really cool! I haven’t felt this chill in a while. And when you kept saying to fly high I just replied back without even thinking about it. That’s weird, now that I think about it. So I guess it worked?”

“It did.” Twilight replied with a little swell of pride. “But this was just the first step. I don’t know what is causing your reaction to Starlight yet. After a couple more sessions we’ll be able to figure it out.”

“Well that puts me in a better spot than I was.” Rainbow said with a grin. She reached in and gave Twilight a hug. “Thanks for helping me out with this.”

Twilight blushed as she hugged Rainbow back, remembering the feeling of embracing her while she was under. It felt wonderful knowing that she was someone Rainbow could turn to. “You’re welcome Rainbow. I’m always glad when I can help a friend. We’ll figure this out together.”

After saying her goodbyes, Twilight returned back to her cabin and discovered that only Starlight was inside.

Star glanced over to Twilight with a little smile. “Welcome back.”

“Thanks. Where’s Spike?”

“He’s out.” Star gave Twilight a wink. “I convinced him to go back to the dining car and try out the dessert tray. So it’ll just be you and me for now.”

Twilight’s heart fluttered. She really was like a love drunk schoolgirl. She blushed at the silent admission, but didn’t hesitate to sit next to Star and lean into her shoulder. Star wrapped her arm around Twilight’s shoulders and the princess let out a deep contented sigh. She stared happily at Starlight, melting in the embrace.

“So, how was Rainbow Dash?” Star asked.

Twilight debated whether to mention that she had been helping Rainbow with something, but she needed to keep the details confident so there seemed little point in bringing it up. “She’s good. The fly outside helped her out a lot. By the way, I realized why I’ve been so reluctant to tell people about us.”

“Oh?” Star looked curiously. “Why is that.”

“I was thinking about it a bit during dinner. It feels like once everyone knows that we’re dating, that things will change in a way that can never be undone. And that’s true. I mean, you’re the first person I’ve ever...fallen for like this.” Twilight blushed slightly. “My friends have always been the most important people in my life. They’ve always been my top priority and I’ve always striven to be there for them. But now I have you. In some ways you’re even more important. Telling my friends about you also means they aren’t always going to be my top priority anymore. I’m scared that when I admit that I’ve let you into my heart, that it means there is less room for them.”

Twilight sighed and leaned harder against Star. “But I know that isn’t true. I don’t love my friends any less, I’ve just filled in a part of my heart that was empty before. There might come a time when helping a friend and helping you come into conflict, but that isn’t a new problem. Friendship is all about respecting each other’s needs and priorities. The answer is to find balance and the best way to do that is to be open and honest with each other. So, I’ve decided that after the Crystalling, we should invite everyone over to the castle and I’ll tell everyone that we’re a couple.”

Star smiled and ran a hand through Twilight’s hair. “That’s wonderful. I’m glad you feel ready to get it all in the open.
And trust me, everyone will be happy for you. For us.”

“I think so too.” Twilight grinned and leaned in, giving Star a soft kiss. “I love you, Starlight.”

Star paused for a brief moment, then nodded. “And I love you too, Twilight. This is really nice. I suppose it isn’t so bad to leave you like this for a bit longer.” Star wrapped both arms around Twilight and pulled the princess into her lap.

Twilight thought Star’s words were a bit odd but shrugged it off, happy to melt away in Star’s love.

Author's Note

Aaaaargghhhghg.

Sorry for the *checks notes* eight months of no updates. Life has been highly distracting as of late, but I'm working to piece myself back together. Hopefully this chapter will be a good hint at things to come in the future.

Chapter 17: The Crystalling

Through the train window, the green hills and forests of Ponyville had long ago given way to snow capped mountains and icy plains. Starlight had expected snow like in her old village, but that was nothing compared to the Frozen North. It was clear why the Crystal Empire required magic to hold back the weather. Thankfully, the train remained warm enough for Twilight to comfortably lay naked across Star’s lap. Not that she would notice the temperature or Star’s fingers caressing over her tummy and mound. She was in the library, her body limp and her eyes hazy, gazing off into space. All of her senses were turned inward as she dutifully transcribed new instructions into the book that made up her cover personality.

The library had been a stroke of genius, the perfect metaphor to allow Star to control the deepest parts of Twilight’s mind. With it, she could dictate behaviors and beliefs and Twilight would reinforce them on her own. Finding the right mental space to act as a fulcrum of control was essential for completely enslaving all her targets.

Star glanced over at Spike, laying down across from her, similarly undressed and off in his own mental space. Spike was in the dragon’s heart, a vast cave full of gold and gems and a glowing red stone that represented his draconic nature. The stone told Spike whatever Star wished it to, of course. Spike’s desire to live up to his dragonic blood had proven the perfect way to condition him. “My heart is prepared.” Spike muttered, indicating that he had finished his silent mantra to cement new suggestions in his mind.

“Very good, Spike.” Star replied. “Feel the depth of your instincts, embracing them deeply. Feeling how they are in your blood, in your nature. You don’t have to think about them, you simply let them guide you. So perfect. At peace with these truths. Now, awaken, noble dragon.”

Spike’s eyes regained focus in response to the trigger. He sat up and looked over at Star, leading to a serene grin. “Hello Mistress,” He cooed before slipping off the seat and down to his knees. “What can your loyal dragon do for you?”

Star enjoyed the eager expression on the boy’s face. He was quite enticing like this. His timidity and self doubt had been removed. He knew he was desired, that he was owned, and was full of confidence in that truth. “Oh I’m quite tempted, my little dragon, but we are going to arrive at the Crystal Empire soon.”

“Whatever you wish, Mistress.” Spike replied, pulling his hands behind his back and arching slightly to show off his toned abs and chest. “I’m yours to use or to ignore as you see fit.”

“Such an eager boy. I suppose I could do with a massage while I finish up on Twilight.” Star extended one of her feet out towards him. Spike beamed and crawled forward. He carefully unlaced Star’s boot and pulled away her sock before kneading carefully. Star let out a deep purr and turned her eyes back to Twilight.

“Twi-slave, how many times have you written your lesson?”

Twilight stirred the slightest bit and shifted her head against Star’s skirt as she worked to reply. “F-fifty six times.”

“Good girl. Feeling so right, so natural. Every time makes the truth deeper, stronger...” Star was going to say more, but instead let out a little gasp. She glanced down and saw Spike had moved from rubbing her foot to giving it warm kisses. “Mmm, what do you think you’re doing, pet?”

The green haired boy stared up with a mischievous grin. “I just wish to give you the most pleasurable massage I can, Mistress. I’m so overwhelmed by the beauty of your feet I couldn’t help but give them a kiss.”

Star felt a pleasurable ripple run up her spine and the urge to indulge grew. “Oooh I’ve really created a monster, haven’t I?” She giggled. “You’re free to kiss higher, pet.”

Spike's eyes sparkled and his lips immediately began to trace up Star’s legs, making sure he covered every inch in soft kisses. Star purred and leaned back into her seat. The weight of Twilight’s head on her lap was starting to become a distraction and Star could feel where her mind was taking her. “Mm, Twi-slave, sit up and keep writing in your book.”

The rush of control and Spike’s well trained hands let Star stop worrying about how soon they would pull into the station. For now it was far nicer to let Spike work. Once Twilight had moved out of her lap, Spike removed Starlight’s other boot and gave equal attention to both legs. His lips drifted higher, along her knees and inner thighs. He paused for only a moment to hike up her skirt, then he leaned in to plant a warm kiss on her mound through the fabric of her cotton panties.

He looked up into Star’s eyes, waiting for permission to take that next step. Star let out a slow ragged breath. “You can go further, pet.” Spike planted another lingering kiss on her mound then gripped her panties with his teeth. He kept his eyes locked on Starlight as he tugged her panties down her thighs. He kept going, kneeling low to pull them all the way to her ankles. He gave the top of her feet each a soft kiss as he guided them free of the soft cotton. He worked his way back up slowly, planing more playful kisses along her legs and thighs before dipping back under her skirt and working in earnest.

Star gasped and arched her back, caught off guard by Spike’s intensity after so much teasing. He had been training with Twilight and had apparently learned a few more tricks. Star grabbed a handful of his short green hair and pulled him closer, shuddering happily.

It wasn’t long before Star was letting out little grunts of pleasure and grinding her hips back into her pet dragon’s eager lips. It was a perfect, uncomplicated pleasure, knowing Spike’s every thought was focused on her. She held on as long as she could, but soon came, letting out a squeal of pleasure. It felt like her climax was making the entire train shudder, but as she recovered, she realized it was the train’s brakes. They were about to enter the station.

Star ordered her two pets to get dressed. She made sure to get a change of clothing for herself as well. She had been reinforcing suggestions in Spike and Twilight for so long to ensure there would be no surprises and it would undermine that goal if she wandered off the train smelling of sex.

Once everything was ready, Star sent Spike out early and sat next to Twilight, sitting still in trance. She leaned in next to Twilight’s ear and whispered, “Time to wake up, love bird.”

Twilight blinked once and then gasped, staring out at the station. “Oh, we’ve made it!” She said excitedly before turning to Star and wrapping her in a deep embrace. “I can’t wait for you to meet my brother and Cadence.”

“Oh, are you going to introduce me?” Star asked suggestively.

“I...n-no not like that.” Twilight blushed and glanced down briefly. “I have to tell my friends first, and I don’t want to pull attention away from the ceremony. But it’s still a great opportunity to meet the family. You haven’t met Princess Celestia or Luna either. I imagine they’ll be interested in talking with you. You’re like Celestia’s grand-student, in a way.”

Star nodded slowly and moved to gather her bags. Meeting the princesses was Star’s biggest concern about the trip. Star kept reminding herself that for all her power, Celestia wasn’t a goddess, she wasn’t omniscient. The princess, no doubt, had magic that could compel Star to confess all her sins, but would need reason for suspicion before she would use such power. And after all, Star had already managed to enslave one alicorn. She’d just need to keep a low profile during the Crystalling and keep to the background.

“And don’t forget, you’ll be busy reuniting with Sunburst as well.” Twilight chimed in.

Star couldn't help but cringe at the thought of such a meeting, though she had no intention of letting it happen. “If there's time what with all the Crystalling work. Honestly, I'm a little worried about meeting Sunburst.”

“Don’t worry. I know what it's like to meet old friends, and I'll be right there along with you. I planned our itinerary ahead of time, and even broke the whole lesson down into a few easy steps.” Twilight reached into one of her bags and brandished a scroll that looked thick enough to roll across the floor. “This reunion is guaranteed to go off without. A. Hitch.” She declared, playfully tapping Star on the nose with the scroll in rhythm with her words.

Star appreciated Twilight’s dedication, at least.

Everyone grouped up in the dining cabin before getting off the train together. Twilight's enthusiasm for the reunion compelled her to unfurl part of the scroll and looking over their plans, but she didn't get past the second step before running head long into her brother. Twilight did a double take then gave him a hug. “I didn’t know you were meeting us.”

“Of course I am. It’s me, right here...here I am. I mean, why wouldn’t I come meet my sister?” He replied with a wavering voice and smile..

As he carried on, Star noticed the huge bags under Shining’s eyes, his five o'clock shadow and disheveled hair. His white suit was wrinkled, had no tie and one of the buttons was undone. Everyone else was noticing how off kilter he was.

Shining Armor seemed to recognize the worried stares and smiled apologetically. “Sorry, I haven’t really slept since Cadence had the baby. Come to think of it, she hasn’t either.” Shining let out a weary sigh. “It sure would be good to get a break.”

“Oh, of course.” Twilight responded. “I don’t know what I was thinking. You two probably need all kinds of help.” She turned to Star with a disappointed look in her eyes. “I’m sorry Starlight, but I guess combining your first lesson with this visit wasn’t such a good idea.”

Star did her absolute best to suppress a smile. “Oh, don’t be ridiculous. You’re an aunt now. That’s way more important than a friendship lesson.” She’d added a great deal of programming for Twilight to find some reason they needed to cancel the lesson. She hadn’t dreamed such a convenient excuse would come up before they’d even left the station. And yet here it was, going off without a hitch.

“I just wish there was a way to do both.” Twilight said with resignation.

Star glanced briefly over at Spike, who remained silent. She had been sure to program him to avoid suggesting anything that might get in the way of whichever excuse popped up. As expected he remained quiet and gave a similar look of disappointment as Twilight.

“Don’t worry Twilight.” Star stated. “Your family comes first, and there’s plenty of time for friendship lessons later on.”

With that settled, everyone followed Shining Armor to a carriage waiting to take them to the castle.

***

“The baby is an alicorn?” Twilight exclaimed.

“It looks that way,” Cadence replied.

Star was just as shocked as everyone else, but while the others began to discuss the logistics of being ascended at birth, she kept her eyes on Princess Celestia. She’d had nightmares about this meeting. She’d walk up to the two princesses, Celestia would stare into her eyes and just *know* and then smite Starlight on the spot. Thankfully, Celestia had not seemed to be suspicious of her at all during their brief introduction. Luna had tilted her head and given Star a momentary stare, but had otherwise spoken with polite courtesy like her sister.

Still, the two were imposing. Twilight and the others were used to being in their presence, but Star felt a weight in her stomach just looking at them. They stood tall with a deep confidence and their hair vaguely shimmered like there was a tiny breeze. All of it radiated power, raw magic, the kind Star could never hope to match.

Celestia suggested that Cadence go address her subjects. Cadence gave her baby a soft kiss and she left along with Celestia and Luna. Once the door closed behind them, Star let out a little sigh. The sense she would be found out instantly had weighed on her more than she realized. Now that the princesses had not destroyed her on sight, she regained more confidence that things would go to plan.

“That’s if you can stay awake long enough to tell us how.”

Star looked over as Rarity spoke. She was getting too preoccupied with the princesses and had only been paying half attention to the conversation of Shining’s duties, but it gave her an idea. “It seems like it’d do Shining Armor good to get a power nap before the ceremony. I could keep guard and make sure nothing disturbs him while you help make the other preparations.”

“That seems like a good idea.” Twilight said, nodding along as internal triggers kicked in, compelling her to agree with any of Star's suggestions. “There are some guest bedrooms down the hall he could rest in.”

“Alright.” Star nodded. “We’ll meet up in twenty minutes, and by then Shining can perform the final choices for the ceremony.

After he gave an explanation for honor guards, crystals and a Crystaller, everyone went out to take care of their tasks and Shining Armor followed Star off to one of the guest rooms. “I appreciate you wanting me to get a break, but is it really necessary for you to be guarding me?”

“I think it certainly helps.” Star replied, closing the doors. “I’ll keep the doors locked and soundproof the room. That way you won’t get distracted and can focus on sleep. I could help with that too, actually.” Star grinned mischievously, facing the door as she worked on the soundproofing spell.

“T-thanks but I don't want to risk ruining the ceremony. Twilight tried to help me with a sleep spell once and I didn’t wake up for two days.” Shining pulled off his boots and crawled on top of the bed.

Star finished her privacy spells and walked over next to Shining. “No, no, it’s nothing like that. It’s just a relaxation technique I know. No magic at all. You’re still stressed about the Crystalling, aren’t you? Sleep won’t be as restful if all of that is still on your mind. I can help you clear your head. It’ll feel like you slept ten times as long. Twilight tells me it really helps her after a long study session.”

A hopeful look spread over Shining’s face with the promise of even a bit more sleep. “I suppose if it’s not a spell it can’t hurt. What do I do?”

“Just focus on my pendant here.” Star unclasped the blue gem and held it out to Shining. “Focus on the gem and slowly breathe in and out. Take a nice, slow deep breath in…..and out.”

Shining started looking more relaxed almost immediately. His exhaustion made a relaxation induction very easy and it seemed he shared his sister’s susceptibility. She could see the haziness forming in his eyes. “You can feel how those worries slide away with your breath. All you need to do is focus on the pendant and my words. So nice. So soft...each breath letting your muscles lose all of their tension.”

Star continued her patter and watched as Shining’s eyes slid shut and his body lost all its tension. “That’s good...feeling so relaxed, so soft, so heavy. You want to remove as much stress as possible, isn’t that right?”

“Yessss,” Shining whispered back.

Star nodded to herself, seeing that Shining was quite deep from just her induction. If anything he was even easier than Twilight. “We’re going to make this special spot in your mind. It’s a place where you can be completely at ease, perfectly open and relaxed. You can just picture a perfect location in your head. Thinking about it now, picture a place where you can be completely relaxed with no concerns or cares. Once you’ve fully pictured that place you can just nod.”

After a couple seconds, Shining’s head bobbed slightly. “Very good. Tell me about this special place. Just describe everything that comes to mind.”

“My old bedroom….Wonderbolts comforter and pillow….a night light on the stand..”

“Very good. Keep that picture clear in your mind. This is a safe place. In this spot you can totally open. You have nothing to hide, not even from yourself. You can focus and hear from the deepest parts of your mind and from your body. Focus and listen and tell me what your body and mind tell you.”

Shining let out a long sigh with stuttering words between. “Sleep…..tired…..frustrated.”

“Oh? What is it that frustrates you.”

“Haven’t…..can’t sleep with Cadence since...the baby.”

“Oohh I see.” Star stifled a giggle. She hadn’t expected to get marital gossip. It made sense though that when they were so busy with the baby that there was no time for sex. “Have you had time to masturbate since then?”

“No…”

“I can see why you’re frustrated. You must be backed up.” Star licked her lips and slid closer to Shining on the bed. “It’s clear you need to relieve that tension, and when you do, it will feel so wonderful and allow you to sink even deeper. It’s so easy to get that release here, in this place of perfect relaxation. Feel as you begin to picture Cadence here with you in this room. She’s beautiful...wanting you...needing you.”

Shining’s breath grew faster and shallow, confirming that he was taking her suggestion well. “Very good. Picturing as she lays you down in bed and starts to loosen your pants.” In time with her words, Star reached down to match Shining’s fantasy.

With a few magic tugs, Star got Shining Armor's pants to his knees, revealing a huge bulge straining desperately at white cotton underwear. Star ran her hand over the bulge. Just fantasizing about Cadence really got his motor running. She pulled his underwear away and let out a satisfied purr seeing Shining at full mast.

“It feels so good, feeling Cadence's warm body pressed against yours. “You can feel how much she wants to make you feel good. She wants to make this as enjoyable as possible for you, she wants to do all the things you love the most.” Star grazed her fingernails along his shaft.

Shining’s cock twitched and he let out a deep groan. “Ohhh Cadenceeee. I love it so much when you offer to top. So good to serve my Queen.”

Star blinked in surprise. Being easy to hypnotize wasn’t the only thing he shared with his sister. He had quite a subby side as well. It was a fine thing to exploit. “That’s right. Just serve your Queen, just the way she likes it. You can feel how Cadence loves as you submit to her.”

“Ohh, my Queen, I’m honored you would give me the honor of serving you.” Shining shivered and tilted his head up, gazing at his vision of Cadence.

“That’s right, that’s good. Describe what you’re doing as you sink deeper into this wonderful fantasy.” Star whispered, leaning into Shining’s shoulder, teasing his shaft with the tips of her fingers.

“Yess. I’m kneeling, gazing up at Cadence, in her beautiful gown. She’s smirking down at me...at the blush on my face, how overwhelmed I am just from her presence. A royal guard shouldn’t have such feelings...but I can’t help it.”

Star smiled in response and began to consider how much she should suggest. It felt like Shining was waiting for some kind of prompting: ready to serve in whatever way his Queen wanted. It reminded Star of Spike on the train earlier that day, which gave her some inspiration. “Very good. You can see how she sees through you, knowing just how captivated you are. Seeing as she sits down and offers you one of her feet.”

Shining let out a soft gasp. “Ohhhhh yess. I have to serve...slowly pull off her shoe. Yessss my Queen, I understand. Ohhh kissing and massaging her perfect foot. So gorgeous. Taking in the scent of her sweat. Oh...it’s intoxicating. I can’t help but just press my nose and breathe in. Mmmmmm.” His cock twitched desperately.

“Mmmm such a perverted mind. I like it.” Star grinned and took a proper grip on his cock, stroking with a bit more pressure. “You can see how much Cadence loves it. You can tell you’re pleasing her.”

“Yesss, oh she can tell I’m hard from just worshiping her foot. Ohhh it’s so humiliatinggggg.” He groaned blissfully.

Star ran her hand along Shining’s tummy in between little strokes, enjoying the little surprises she’d found in Shining’s mind. “That's right. She’s looking right at your hard cock. She can see everything. She’s telling you how shocking it is to be turned on by this. How unbecoming for a royal guard. She tells you how shameful it is to have so little control.”

“Yessss. I can’t help it. She’s so perfect. I can’t control myself.” He gasped, his body growing tenser with arousal.

Star wrapped her fingers completely around his cock and began to stroke up and down, feeling as he was getting closer. “Good boy. You can see in her eyes what she thinks of you. Seeing as she moves her other foot to your shoulder and pushes you down on your back. She knows what you’re good for. Seeing as she slides over your body.”

“Unnnnngggg.” Shining grunted and started to pant as the fantasy played in his mind.

“She straddles you and pulls up her elegant dress. She’s setting up in just the right position…ready to use you. Using you in the only way you're good for.” Star paused, savoring Shining’s gasping desperation. “Feeling as she plunges your cock deep inside of her tight folds.”

Shining let out a deep, guttural moan and his hips bucked up to meet his imaginary lover. Star kept her stroking smooth and steady, working to match the pace of Shining’s desperate little thrusts. His voice became shaky and pleading. “Ohhh my Queen it feels so good. I’m sorry I’m such a pervert that’s only good for fucking!”

“Good boy. You can see how Cadence loves you even though you’re only good to be used like a dildo. You just have to devote yourself to being a perfect sex toy for her, isn’t that right?” Star’s hand had become slick from pre-cum. She picked up her pace even more, pumping rapidly, feeling how close Shining was

“Yessss...yes I’m yours, I’m just a sex toy for my Queeeeeeen.”

“So nice, feeling so close, so ready. She leans down and gives you a deep kiss. Feeling so good, so right, so submissive as you finally cum!”

Shining Armor’s entire body went rigid and he groaned through gritted teeth as he shot a thick stream of cum all over his suit and the backboard of the bed. His cock pulsed again, covering Star’s hand and running down his shaft. Then his body went limp and a soft wide grin spread over his face, looking in total peace.

“Mmm Good boy, feeling how you can sink so deep, feeling more relaxed than you can remember. In this wonderful place, you can rest and recharge. The more you open your mind to this wonderful feeling, the more rested you become.”

Star began to use her magic to clean up the mess as she continued to whisper soft encouragements. “Every breath takes you deeper, every word takes you deeper. Feeling that perfect afterglow washing over your whole body. Feeling how easy it is to sink back to this place when I guide you here. Feeling so perfect letting go….”

***

Shining walked along the line of guards that Rainbow Dash had pre-selected with a thoughtful look on his face. He still looked weary, but no longer seemed panicked or overwhelmed. Star was happy that his hypnotic nap had shown benefits even beyond her own ulterior motives.

“Alright, Bright Hooves, Lemongrass. You’ll be good honor guards.” He nodded and placed the ceremonial helmets on the two men. In a similar manner, he looked over the crystals Rarity had prepared and quickly selected the one Rarity had indicated was the most outrageously pure, though from his expression it was obvious he couldn't see any difference.

“Excellent, darling. That was my personal favorite as well, but I didn’t want to bias you. As long as Twilight and Pinkie have had similar luck, things should go swimmingly.”

As Rarity spoke, Cadence returned from her speech with Celestia and Luna. Shining armor dashed over to Cadence with an expression like a puppy looking for praise. “Alright, I chose the honor guard, picked the Purity Crystal, and I know exactly who I want to be our Crystaller. So, all we need is…”

“The baby?” Cadence asked ruefully.

On cue, Twilight and Pinkie arrived, barely containing the infant with a magic barrier from Twilight. “She’s a really strong flyer!” Pinkie declared, clutching onto her for dear life.

Cadence gave a smile and reached out with her magic, wrapping the baby in a barrier of her own. She seperated her child from Pinkie Pie and pulled her towards her chest with her arms outstretched. Being separated from Pinkie Pie seemed to upset the baby, though and before she made it into Cadence's arms, she let out a deafening cry. Starlight cupped her ears and crouched down in pain from the sound, leaving her head ringing.

There was an awkward silence as the cry ended, which was punctured by a sharp crack. Star and everyone else’s heads turned to the Crystal Heart and watched in horror as it shattered into pieces.

Author's Note

Life comes at you fast and I've had troubled times, but I'm making an effort to come back and continue my projects. It's therapeutic in its own way. Sorry for the long absence and I'll hope not to create a second one.

This is one chapter where it reads a lot like alternate history and I tried to balance proper flow with not just retyping a ton of show dialogue. The next chapter will have a lot of this too, but far more changes with how I've characterized this form of Starlight. I can't promise when it'll be ready, but I'm working on the next chapter: Sunburst.

Chapter 18: Sunburst

Starlight dashed along another bookshelf, quickly eyeing the subjects and tossing the ones that were potentially useful towards a large desk. There, Twilight performed triage with the efficiency born of her years around books, rapidly scanning for anything that could repair the Crystal Heart. Starlight had been working on all the lower shelves while Cadence flew along the higher ones. The library was ancient and had been organized in a way only clear to the original owner, which had made narrowing things down difficult.

All the while, Shining Armor, Spike, Rarity, and Pinkie Pie did their best to contain the newborn alicorn, who seemed to find all the panic exciting and had turned things into a magical game of tag, continuously flying and teleporting around the room with continuous giggles. They had been racing through the books for nearly ten minutes when Cadence called out. “What about this?” She flew over and put Trotter's Tomb of Reliquary on the table.

Twilight sped her way through the pages. As she was halfway through the book, her face brightened. “I think this is it! The spell of Relic Reconstitution.” She held it out towards Cadence.

“I can’t believe we found it.” Cadence declared, with a huge sigh of relief. At that same moment, the baby let out a huge sneeze along with a beam of energy. It ricocheted around the room, flying at Shining armor, then Star, who both reflected it instinctively, sending it towards Twilight and blasting a hole in the book.

“No!” Twilight grabbed the book and looked at the hole, bordered by singed pages. Everyone approached with a somber silence. “That was the only thing we’ve found that’s even close to what we need?”

“Do you think you can remember the spell?” Cadence asked.

“I only read it through once!” Twilight gasped back.

“Well if anyone can remember a spell just read, it’s you Twilight.” Rarity declared.

Cadence began to discuss evacuating the city as a contingency and Star took the chance to walk up to Twilight just slightly out of the other’s earshot. “Time for Lovebird to fall asleep. Focus deeply.” Twilight’s eyes closed instantly. “I need Lovebird to focus. Picture the spell in your mind, the one that you read in the book. You’ll feel how it becomes crystal clear and you’ll be able to write it down exactly how it was, line by line, word by word. You see it now clearly, don’t you?”

“Yes.” Twilight whispered softly.

“Good girl. Once Lovebird wakes up, you’ll find it’s easy to rewrite the spell. Three, two one, wake.”

Twilight’s eyes slid back open and she gave Star’s hands a squeeze. “Don’t worry Starlight, I can do this.”

“I know you can.” Star said encouragingly. Twilight smiled lovingly at her, then took a step back and picked up a quill and paper at the table. Star quickly glanced around and confirmed no one had heard the quick trancing. She just hoped the memory suggestion helped. In principle it should work just as well as all the other lessons in the book had so far, but she had only had reason to remove and fabricate memories till now, not make them clearer.

Twilight began to mark the outlines of sigils on a fresh sheet of paper. Her look made it seem that even if it came slowly, Twilight wasn’t struggling on replication. “I suppose we’re actually lucky there wasn’t time for you to see Sunburst. It could have taken a lot longer to find this book without your help.”

“I suppose it was for the best.” Starlight said with a little nod. “He’s a big important wizard and I’m relearning everything I thought I knew. We don’t have anything in common right now.”

“Sunburst?” Cadence asked. Star turned, realizing their conversation was no longer private. “I don’t recognize the name, but if he’s an important wizard, you should bring him here. Maybe he’ll know what to do if the spell fails.”

Star’s voice got caught in her throat and she stuttered “What? He...” She glanced at Twilight, thinking of the best excuse. Whatever she said, Twi would agree. But then she glanced at the hole in the wall created by the baby and the encroaching snow. Celestia and Luna were still outside fighting against the clouds. Star felt a dull pain in her chest as she admitted to herself that Cadence was absolutely right. There was no guarantee the spell Twilight was recreating would work. If there was the faintest chance that Sunburst knew what to do, she couldn’t ignore it.

“You’re right.” Saying anything more would reveal how shaky her voice was, so she quickly turned and dashed out of the library. The lumps in her throat and chest got larger. After all her careful work, hours of reinforcing the right suggestions, she was going to have to talk to Sunburst anyway. Lives could be on the line, and that overruled her fears, no matter how strong.

She was nearly out of the castle before she stopped and realized she’d been so lost in her own feelings that she’d never learned where Sunburst’s house even was. She turned and saw Spike behind her, brandishing the thick friendship lesson scroll with a slight smirk. “Twilight said you might need me to help out.” Star gave a rueful smile and let Spike lead the way.

There was half an inch of snow on the wizard hat shaped roof of Sunburst’s house when they arrived, along with everything else around. Star carefully walked up the steps and trembled slightly at the front door. Her back teeth tingled from the stress of what had to come next. She raised her hand towards the door, steeling herself to manage to knock.

“Wait!” Spike declared. Star spun around in shock and looked at him. “Knocking isn’t the next thing on the list.” Spike explained.

“Seriously?” Star grimaced, having all her built up courage dissipated. “We’re way past this being a friendship lesson. We’re not following any special steps.” She turned back and, after taking a long deep breath, knocked firmly on the door three times.

There was a long silence. Just when Star concluded that no one was home, the door opened a crack and Star saw someone staring at her through thick glasses.

“Sunburst?” Star said uncertainly.

The door opened a bit further. “Y-yes? What can I do for you?” It was him. His hair was longer and a bit raggedy and he’d grown a long orange goatee, but Star recognized him clearly.

Her voice caught in her throat. How would she do this? Did she just declare he was needed at the castle? She had to at least make clear who she was. “It’s me...Starlight.”

Sunburst’s eyes widened momentarily. “Oh goodness. Star…it’s been a long time. It’s a shock to...well I never would expect to see you here. How have you been?”

Star bit her lip and felt her heart thump weakly in her chest. “Y’know...a bit of this and that. Right now I’m here as Twilight’s pupil.” She said, planning to push into the problem.

“The Princess of Friendship? Wow. Well...I mean, congratulations. I’m really happy for you. You must be really busy with that so I won’t keep you.” He started to close the door.

Star pushed her hand on the door to keep it from closing and grit her teeth a bit. It made sense he’d still see her as inconsequential but she wasn’t going to let him dismiss her while things were in crisis. “Listen Sunburst, we need to talk. We need your help.”

“Talk?” He said, seeming to miss the second part. “I’m sorry. I’m being rude aren’t I? Please, come in.” He backed away from the door to let in Star and Spike. The door led directly into a study covered in books. Shelves, decked in spell books and scrolls, covered half the walls, even over the arch of the doorway to the next room. Even more books were stacked randomly on the ground with a prominent one next to a desk on which three different books lay open along with five coffee mugs and a couple plates sitting off to the side. It was clear to Star that Sunburst was so busy with his wizarding he even worked through meals.

Sunburst scrambled past the study into the next room which was just as covered in books along with a fireplace and dining table. He quickly scooped up the books on the table and piled them in a stack on the ground. “Make yourself comfy and I’ll make some tea.” He dashed off into the small kitchen nearby. Spike followed Star into the kitchen and stood against the wall while Starlight sat down at the dining table and looked around the room.

The fireplace hadn’t seen much use and was guarded by more of the stacks of spell books. It looked like the main thing separating Sunburst from Twilight was shelf space. She was sure if the two got together they would have a grand time talking about magic, their respective research, maybe even anecdotes about the Canterlot magic school. Those thoughts made the tightness in her chest get even worse and Star rested her head on the table with her arms wrapped over her head.

Sunburst dashed back into the living room and Star sat up suddenly. He set down a single mug for Star along with a teapot. “I can get a cup for your friend as well.”

“That’s okay.” Star cut in, wanting to just get this over with. “We don’t have a lot of time. You see, Princess Cadence's baby is an alicorn, and it broke the Crystal Heart, so the Frozen North is coming in and if we don’t figure out a way to fix it, it’ll be the end of the Crystal Empire!”

“What...but...that's crazy!” Sunburst muttered as he processed the avalanche of information. He stood up and walked to the window to confirm the falling snow. “Snow. That would mean…but why are you here talking to me?”

“To ask for your help, like I said. It just makes sense. You’re an important wizard and we have a magic problem. Come back with me to the castle and help Twilight with fixing the Crystal heart.”

“Right, right. Important wizard.” His tone was odd in a way Star couldn’t quite parse. Sunburst walked back to the table and leaned against it with his knuckles. He stayed silent for a long moment and Star was about to say more when he cut in. “No, it’s ridiculous.” He said incredulously. “I won’t…I can’t help with something like that. I wish I could. I’m sorry you wasted your time. You should go back and help the princess yourself.” Sunburst walked back to his study and started shuffling around his books.

Star sat in disbelief, her mind racing, trying to decide what to do. Should she trance him? It could take an hour or more to add the right suggestions to get his help. Maybe if she tried a different sort of deepener? Her thoughts started to blur, however, as the weight in her chest grew overwhelming like a rock in her chest pulling her down. It was the same feeling from when she sent her second to last letter to Sunburst, when she was kicked out of her village by Twilight. She couldn’t let herself fall into despair like that again. She steeled herself and felt as that sorrow was replaced with a growing anger. Had he not understood her? How could he say no to saving part of Equestria? She stood up from the table and took deliberate steps towards the study. "Uh, Starlight?" Spike said tentatively as he saw her expression.

Star walked behind Sunburst and stared at him with a twitching fury. He didn’t turn around and continued to fiddle with a random spell book. "I can't believe you're so selfish.” Star clenched her fists. “It's one thing to abandon me, but you don’t even care when it’s the princesses that need you?”

Sunburst put down the book and turned, glaring back at Star. "I never abandoned you! If you recall, you were the one who left without telling me where you were going."

"That isn’t where this started. That was me finally having enough of you for ignoring me and deciding I wasn’t going to take it any more."

"Ignored? I came home to visit every Summer Solstice and Hearth's Warming when classes were out. Everyone else would spend all that time with their parents, but I split my time in order to see you."

"Oh wonderful, two weeks a year I get to see you. And the rest of the time? You wrote to me almost every day when you first started magic school. Pretty soon it was once a week, then once a month. Eventually, I wouldn’t hear a word from you unless I pointed out how rarely you wrote me back. And every time it was the same excuse in those letters I had to force out of you. ‘Oh, things have been really busy. I’ve been under a lot of stress this month.’ You didn’t have an hour out of a whole semester to write to your best friend? Do you understand what’s it like to be left behind while you focus on your new life? You made me feel worthless, a cast-off that didn’t fit into your new life as a great wizard.”

Sunburst laughed bitterly. "Right, right. Except that I'm not some great important wizard Star. I'm not a wizard at all." He slammed his hand against his desk and tensed his jaw, holding back a wave of emotion.

Star paused and looked in disbelief. "What do you…I don't understand." Her anger subsided as she tried to process what Sunburst said.

“I failed out of magic school. I wasn't good enough. Not all of us end up achieving greatness. I know it might be hard for you to understand.”

But, you always knew so much about magic..." Star stuttered, "Look at all these books."

"Well, things don’t always work out how you expect. Reading about magic is one thing, but you don’t know what it was like at magic school. Every day I was doing everything I could just to keep my head above water. I was busy all the time because for every hour I managed to practice my magic there were four hours curled up in bed, shaking with worry about my grades. I’d lose sleep trying to keep up but when it came time for exams I could just never get it right. You don’t know how it feels to know so much and not be able to do any of it! It’s like your body is fighting against you. You know what to do and how to do it but then you just…can’t.”

“You never told me any of this.” Star whispered. “Not in letter, not in person. Why didn’t you ever tell me you were having trouble?”

Sunburst let out a long sigh. “I didn’t want to admit that I wasn’t cut out for being a wizard, even to myself, much less you. Besides, I didn’t want to drag all of my problems to you. My visits were the times I could let go of worries about school and be happy for a while. I wish it had been enough for you, but when I got your last letter, I saw that I’d failed with you too. I felt like I was the one who was being left behind.”

There was a long slow silence. Star felt a new kind of pain in her chest. “Maybe if I hadn't been so scared you were leaving me behind, I would have noticed that you were so troubled. I’m…I’m sorry Sunburst.”

“I’m sorry too. Maybe if I'd had the courage to admit to you how much I was struggling, you could have helped me some with school. Sometimes people will just drift apart even when they don’t want to.”

“I still don’t want to be apart.” Star said, reaching out and putting a hand on Sunburst’s shoulder. “I did everything I could to avoid seeing you on this trip. I said to myself that I didn’t want to see someone who had abandoned me in the past. But the real reason is that I did want to see you, but was sure you didn’t want to see me. Thinking about being rejected by you again was more than I could take. But if I hadn’t come, I never would have learned what actually happened."

Star bit her lip and looked down as the pain in her chest got stronger. She pushed past it and looked bac in Sunburst's eyes. "Let's just wipe the slate clean. No one has to be sorry. We can just start fresh and figure out a new friendship.”

He looked back at Star for several seconds, then put his hand on the one Star had placed on his shoulder. “I…I’d like that. We'll just need to take it a bit at a time.”

“We’ve done okay so far with hashing things out. Twilight will be so proud of us.” She chuckled.

“Well,” Spike said, pointing at the window, “If you want her to hear about it, we should probably leave now.”

Starlight looked outside where the snow had gotten significantly worse. The snow was nearly knee deep and the winds were picking up. “Oh no. We need to go! They’re evacuating the city. Unless you know some spell that could repair the crystal heart and drive back the Frozen North so the baby can have her Crystalling, you need to get to the train station.”

Sunburst blinked and looked over at his bookshelf. “The Crystalling…of course!”

*****

With Sunburst’s instructions, everyone worked together to finish the Crystalling and repair the Crystal Heart. In a flash, the shattered pieces of the Crystal heart fused back together and a wave of magic turned everyone translucent and glittering. The Crystal Empire was saved. Celesta and Luna started to work to remove the accumulated snow and everyone else decided to get some well needed rest.

“Not bad huh?” Star said to Sunburst as they walked down one of the castle hallways. They had each been given guest rooms to use. “You’ve become the baby’s Crystaller and got a compliment from Princess Celestia. I think there’s a wizard degree in your future. And I admit it felt pretty good to be the savior of a town this time.”

“This time?” Sunburst looked at her curiously.

“Oh. Yeah, there are a few things I haven’t mentioned yet. It can wait.”

They reached the end of the corridor and Sunburst opened the door to a bedroom. “Well, this is me. Star, I’m really glad we have a chance to become friends again. And this time we’ll make it work.”

“Don’t worry Sunburst. I guarantee that things will be different now. I’ve learned from my mistakes.” She held her hand out to him. Sunburst reached out to shake it, but at the last moment, Star reached out, grabbed his wrist, and jerked his arm while saying “Sleep.” Sunburst slumped into her arms and she held his shoulder, whispering in his ear. “That’s it, sinking, listen to my words and drift.”

Sunburst went limp in her arms as her voice made the handshake induction stick and he fell into trance. “Good Sunburst, drifting soft and peaceful. Everything will be fine now. We drifted apart because you weren’t able to be honest with me and held back your feelings. From now on you’ll be able to always be open and tell me absolutely everything.”

She slowly guided Sunburst to his bed and laid him down. “Resting now, so peacefully. We’ll be able to share this nice soft feeling again very soon, but I have an important opportunity with a princess that must come first.”

Star closed the door and made her way towards Cadence's bedroom.

Author's Note

The last year has just been a confluence of things to keep me from writing, including this chapter which feels vital and pointless in equal measure as I try to hem to Sunburst and Star's original story but make it feel much more real and show a more realistic breakdown of a relationship. Using personal experience of drifting apart with people in the past made it all the harder to write. Even now I'd like to go through several more passes but the need to move past it outweighs trying to get everything just right. If anyone ever wants I can talk about where I see their relationship from a further back perspective.

Later chapters should be easier, but my track record is pretty bad so, fingers crossed and let's see how this all works out

Chapter 19: Couple's Therapy

Chapter CW: Incest, Extreme Heterosexuality

The guest bedroom Spike had been given was incredibly luxurious. He had no idea if the design had been dictated by Cadence, Sombra, or some ancient Equestrian from before that, but it was made to make you feel welcome. As expected, the floors and furniture were all made of crystal, but the bed had a huge down mattress and the floors had a set of rugs to make sure you could walk around with bare feet. Spike hopped into the bed and rolled back and forth for a moment, loving the chance to just be still after running around all day. Saving Equestria never got any less draining.

He was proud of Starlight as well. She’d knocked her first friendship lesson out of the park and was becoming a real part of the group. The thought of Starlight led to a tingle in his body and Spike shifted his legs. It was surprising just how much he’d started to fantasize about girls other than Rarity. It had started with thoughts about Twilight and Star, but thinking too long about any of his friends could start leading to him picturing them posed alluringly without any clothes. His dragon blooded libido was still requiring adjustments.

His initial attempt at total celibacy had just led to him going stir crazy. It was still important not to masturbate too often because….Spike couldn't remember exactly why it worked the way it did, but indulging all the time would make his libido skyrocket and he could end up growing out of control like when he had become too greedy. The book he’d found had explained it all in great detail, but the exact wording escaped him.

It had been nearly a week since he’d indulged in some…self affirmation, so he decided it would be safe to give in to those sensations. Everyone else was recuperating from the day, and he needed some as well. He pulled back the heavy blankets and ran his hand over the silk sheets. He imagined Starlight laying there, naked and staring alluringly up at him.

“Mmmmm the silk sheets feel so, so amazing.” The Starlight in his fantasy whispered, reaching out and beckoning to him.

“Yes, darling. Hurry up and feel it.” Spike’s imagination put Rarity behind Starlight, pressing her massive breasts into Star’s back and running her hands over Star’s tummy.

Spike shifted his pants as his cock started to stiffen up. A week might have been a little too long. He started to unbutton his shirt, but then stopped as he heard a knock at the door.

After a frustrated sigh, he quickly redid the top two buttons and tried to make the bulge in his pants as subtle as possible before heading to the door. As he opened it, he found Starlight waiting there with a smile and let out a half surprised yelp as his self affirmation material was suddenly at his bedroom door. “Spike, good. I wasn’t certain if you’d be in your room yet.”

Spike took a step back “Star…uh, I mean, Starlight. Is everything okay?”

“Everything is going well.” Star replied. “Which is why we have a unique opportunity we shouldn't let go.” She grinned and pressed her body against Spike’s, fingers running playfully over his hips.

“S-Star!!” Spike blushed furiously and pushed her back. “What’s gotten into you?”

She grinned and simply approached him again and ran her hand over his crotch. “Oh nothing at all. It’s about getting you into someone, my Noble Dragon.”

Spike’s thoughts shattered like a pane of glass hitting the floor. The shards melted, fused together and formed a lens through which things that he’d been blind to were suddenly clear. He pressed his crotch to Star’s hand and let out a low, happy purr. It was so obvious now. He was Starlight’s slave. It was stunning to think he’d been blind to this self evident truth only seconds ago. Of course it was because his Mistress had wished it to be so. He swayed his hips slowly and smiled back. “Your dragon is ready for whatever you need, Mistress.”

“Good boy. I’ll give you instructions on the way. Let’s go.” Star turned and sauntered into the hallway. Spike followed, closing the door behind him. Once in the hall, he saw Twilight was there too. She grinned at Spike in that knowing way and he grinned back. They were both about to serve their Mistress and the only thing better than that was serving Starlight with friends.

Star gave detailed instructions to her pets as they moved down the hallways, lowering her voice any time someone else was there. She finished the last of her instruction just before they reached the doors of the royal bedroom.

This attempt to hypnotize Cadence had some risks, but it was likely the best chance Star would ever get to claim both heads of the Crystal Empire. Having Twilight and Spike’s slave personalities active had some risk as well, but their participation was essential to later steps and allowed for more flexibility in quick inductions. Based on her conversation with Shining earlier, she had a plan mapped out for suggestions. Getting Cadence under without causing a ruckus was the most critical part.

Twilight stepped forward and knocked on the door. A moment later, Cadence opened the door, looking a little bleary and having traded her Crystalling gown for a large set of silk pajamas. “Ohh, hello Twilight. And everyone. Is everything alright?”

“Of course.” Twilight replied with a warm smile, rolling a bit back and forth on her feet. “We all just wanted to see how you and Shining Armor are holding up and if we can help. Can we come in?”

“Oh, of course. Come in.” Cadence stepped back to allow them to come inside, but it was clear from her expression that she’d prefer not to be getting guests. The royal bedroom was twice as large as the guest rooms with an extra large bed and several doors along the walls for additional rooms. Cadence was alone in the main bedroom at the moment.

“Shining is putting the baby to bed in the nursery. After I feed her, she always forces him to walk her back and forth and sing before she’ll sleep. We’re headed to bed right after.”

“Ah, I see.” Twilight nodded and glanced over at Star for guidance.

Star grinned. Finding Shining alone was the best case scenario, but Cadence being all by herself was an excellent opportunity as well. “I’m really sorry for us showing up out of the blue.” Star stated. “We’ll be sure to get out of your hair, but I know Twilight wanted to see her brother so we’ll go right after.”

“That’s right.” Twilight nodded with the confidence of someone learning her own motivations on the fly.

Cadence frowned slightly and pinched the bridge of her nose. “Are you sure you need to see him now? We’ll have all the time in the world tomorrow.”

Star studied Cadence’s expressions carefully. She was agitated at the idea of them sticking around, but still tolerating them because it was Twilight. It was time to make their move.

“It’ll only take a second.” Star said, walking over and putting her hands on Cadence’s shoulders. “We’\ll be gone before you know it and you’ll be able to have that good night’s sleep you’ve been waiting for. I bet you’re imagining how relaxing it will be once you sink into that deep sleep.” She gave a soft squeeze to Cadence’s shoulder on the words ‘sink’ and ‘sleep.’

Cadence gave a half nod and seemed about to say something, but Starlight pushed forward. “Just focus on me, and feel that sleepy sensation and how good it will feel to sink into your bed.”

Cadence blinked a couple times with a look of light confusion, but Star knew psychologically she couldn’t help but think about how tired she was. A brief glance over her shoulder brought Spike and Twilight to Cadence’s sides, both leaning close to her ears.

“That’s right. Imagine how relaxing it will be.” Twilight whispered in her left ear.”

“So relaxed, the blankets wrapped around you.” Spike whispered in her right.

Star grinned at her well trained pets taking to their roles. “In fact, just focusing on my words and imagining that relaxing sleep makes you feel better.” Star continued to give a slight squeeze to Cadence’s shoulder on certain words, helping to anchor focus, relaxation, and sleep. Already, just the squeeze made Cadence’s eyes flutter. Getting her at the peak of exhaustion made her mind far more vulnerable.

“While you focus on Starlight, you can feel that relaxation wash over you.” Twilight whispered in her left ear.

“Deeper and deeper, feeling so wonderful.” Spike whispered in her right.

Cadence’s legs started to buckle, but Spike and Twilight were ready and supported her weight. “That’s right. So relaxed. You can fall into that relaxing sleep as you focus on my words. They wrap around you, just like the warm heavy blankets on your bed.”

All three carefully guided Cadence over to the bed. “Listening and sinking.” Spike whispered in her right ear.

“Easy to melt away.” Twilight whispered in her left.”

As they carefully sat Cadence down on the edge of the bed, her head slumped forward and her body grew limp. Star held her and leaned in close. “The more you focus on my words, the more relaxed you feel. The more you focus on my words, the deeper you sink. The deeper you sink, the clearer my words become. The deeper you sink the more my words echo in your mind. Isn’t that right, Cadence?”

Cadence gave a soft murmur. She was in trance, but was still in a border state where she could simply fall asleep. It was important to make sure her subconscious mind stayed engaged. “You’re doing so well. Feeling so wonderful. You slowly slip deeper as you focus on my words. My voice wraps around your mind like a warm blanket. It lets your mind sink so, so deeply. The deeper you sink, the more you focus on my words.” Starlight slowly guided Cadence back to lay fully down on the bed, whispering to further tie in her focus being tied to her conscious mind falling asleep. Gently, Cadence’s head touched the blankets with Star straddling her to whisper those words of encouragement to bring the princess into a perfect trance.

The door to the nursery opened up and Shining Armor carefully baked out of the room, gently closing the door behind him dressed in a matching set of pajamas to Cadence’s. “It took three full verses of Dancing on Rainbows, but she’s finally asl…Twilie?” Shining stopped as he turned and noticed the unexpected guests, and then noticed Starlight’s odd position, hovering on top of his wife. “What the heck is going on?”

Star quickly cast a silence spell around Cadence and sat up. “I know it might seem odd, but I was just helping Cadence fall asleep like I did for you before the Crystalling.” Star leaned towards Spike. “Keep her engaged.” She whispered, then stood up and walked over to Shining. Spike laid down next to Cadence, leaning in close enough to bypass the shimmering barrier and whisper in her ear.

There was a concerned look on Shining’s face. “You really helped me out with a power nap then, but we can just get some natural sleep right now. You know, we were both looking forward to a little time alone together too. Why would she want to fall asleep before I was even back from putting our daughter to bed?”

“You could see just how exhausted Cadence was. When I mentioned how I’d helped you sleep, she couldn't resist but ask for the same treatment. She didn’t get any rest during the Crystalling like you did, after all.”

Shining pursed his lips. “This is weird. Why would Cadence ask to fall asleep now instead of waiting just a few minutes for me to get back.” Star could see gears were turning in Shining’s head, but he trusted Spike and Twilight, slowing down his suspicions.

Star sauntered right up next to Shining. “I understand. You two had planned to have some intimate time tonight. Maybe the first chance to get each other off in weeks.”

Shining blushed, but narrowed his eyes. “You must have talked her into it for some reason…or not even told her what you were doing.” His muscles tensed a bit, becoming on guard.

“That’s right. I just started to use my technique and she slipped right off without realizing what was happening. You can’t blame her. You remember how good it felt don’t you? You remember that Deep Decadent Pleasure, after all.”

“Star whaaaaannnnn” Shining’s response faded out and his eyes got a bit hazy as the phrase hit him. “What is…”

“Shhhhh.” Star cupped Shining’s chin and pulled her pendant off her neck and up to his eyes. “Just stare into the deep blue pendant and remember Deep Decadent Pleasure.”

Shining Armor let out something between a groan and a whimper. The phrase Star had implanted in him during his previous trance was hitting him hard, but his concern for his wife made him fight and his body tensed. “What…are you doing to me?” His hands raised up and gripped Star’s upper arms defensively

“No need for questions. Just focus on my pendant and that pleasure. Just remember how easy it is for me to guide you into this deep pleasurable space. It’s so easy to just let go.”

Star looked over and gave a meaningful look at Twilight. Twi, walked over and sank to her knees. “Everything is so wonderful in that deep relaxing place. The more pleasure you feel, the more your mind lets go.”

Twilight carefully unbuttoned Shining’s pajama bottoms and ran her tongue over the head of his cock. Shining let out a shudder and his eyes widened, being pulled into Starlight’s pendant. “That’s good. You remember that feeling of being a good boy and the deep pleasure you receive.” Shining’s cock grew and became rock hard and Twilight smoothly plunged it down to the back of her throat, then bobbed back and forth, letting her lips drag up and down his shaft.

“Stay focused on me and feel that pleasure. So powerful, so good. The better you feel, the more you’re drawn into the pendant. The better you feel, the more your mind slips Down. Your mind keeps sinking as your pleasure grows. Feel that pleasure spreading over you, feel your mind melt deeper.”

Shining’s eyes were locked on her pendant, looking hazy and distant. All he could manage was a warm groan. His hands went limp and slumped away from Star’s arms. “That’s it. Feeling so amazing, such a good boy. Feeling so much pleasure. And when you cum, your mind will sink all the way to the bottom. You’ll sink into the deepest trance possible. All your thoughts, all your concerns will just crumble away.”

Shining’s breath was ragged and his hips pushed back against Twilight as his eyes stayed locked on the blue gem. Finally, he came with a deep grunt. His eyes rolled back and then closed as his head slumped down. He hadn’t once looked down to see who was sucking him off.

Twilight’s throat bobbed, and she began to lick Shining clean before standing up and smiling proudly at Star.

Star giggled and stroked Twilight’s cheek affectionately. “Very good work pet.” She caught a little trail of cum still on Twilight’s chin with her index finger and touched it to Twilight’s lips, who eagerly suckled on it. “So, how does your brother taste compared to Spike?”

Twilight pulled back from Star’s finger with a soft pop and grinned. “It does, Mistress. It’s not as sweet, but the taste is more intense with this earthy muskiness and a subtle umami.”

Star giggled again and ran her fingers through her pet’s hair. “You’re so analytical and attentive to detail, even when it comes to being a cock sucker. Maybe I should have you experiment with some other men for research.”

“I’ll suck whatever Mistress wants me to.” Twilight replied with a playful grin.

With Star and Twilight’s magic, they carefully arranged for Starlight to lean against the headboard of the bed and for Shining armor and Cadence to lay against her shoulders on the right and left respectively.

“So nice now. Here, relaxed with your partner, feeling so wonderful as you focus on my voice. You’re both feeling so nice and relaxed, but I know there is still this need you both have, an itch you haven’t been able to scratch. It can be so hard to become intimate again after a baby. And I know both of you are looking forward to reviving that part of your relationship after so long. It’s very important to take an organized and focused approach. I’m going to help you regain the spice you are afraid of losing. Just let my words echo in your mind as I help you both to become eager and constant lovers.”

Star’s whispers of helping them revive their sex life helped to keep Shininbg and Cadence’s mind open for her as she slowly worked to deepen them and ease them into taking in all her suggestions. She worked to carefully place them in just the right state for the training she was planning next.

“Now as we work towards your rekindled intimacy, we’re going to create a special state so you can speak with total honesty and peace. You’ll find that when my hand is brushing through your hair, you’ll be able to hear my voice and respond so so easily. But if my hand isn’t in your hair and simply rests on your shoulder, any words you hear will turn into a warm relaxing static. All my words or anyone else’s will become a mindless empty static that simply lets you drift even deeper.”

Star moved one hand into Shining Armor’s hair. “Now Shining Armor, tell me when the last time you and Cadence slept together was.”

“It was...the day before the baby.” He whispered.

“Mmmmm such a loving couple, having sex all through her pregnancy. You’re so eager to make love to her again aren’t you?”

“Yessss.”

Star removed her hand and placed her other in Cadence’s hair. “Tell me Cadence, have you had any orgasms since you gave birth?”

“Nooooo always the baby, Crystalling, no time.” She groaned.

“I can see how frustrating that would be. And do you feel ready for sex with your husband?” Thanks to magic, Equestrian births tended to be routine with extremely quick recoveries, but Star needed to make sure.

“So readyyyy….” She moaned. “I want to feel him inside me. I want him to take me, make me his slut.”

Star purred and smiled. She seemed to have uncovered quite the marital issue, with both of them showing off a submissive nature. She put her hands on their heads and whispered, “You’re doing so, so well. We’re ready to begin the very first lesson to help you rekindle your sex life. In a moment, you’ll get to experience a perfect night of lovemaking with your partner. I will tap your forehead with my finger and you’ll open your eyes, and you’ll see your spouse in front of you. The person in front of you will be your loving spouse, ready to fulfill the deepest fantasies you have. As you live out this wonderful lovemaking, whatever things you desire that will make you feel even better, you will say out loud. You won’t even notice as you do it. You’ll simply find it so perfect that your every urge and craving is met by your dear partner.”

Star started with Shining Armor, sitting him up at the side of the bed with his legs hanging off to the floor. Twilight stripped away her clothes and stood right in front of Shining. Star leaned close and whispered “Ready now, to open your eyes and see Cadence, ready to fulfill your deepest fantasies. Cadence and your own pleasure are the only thing that’s important. Everything else will just be soft static, totally unimportant.”

Star tapped his forehead and Shining opened his eyes. He gasped, gazing up in shock at Twilight. He slid down to his knees and nuzzled her hip. “Ohhhh yess, my Queen. I know I’m so unworthy, but please let your pathetic royal guard serve you.” Twilight purred and ran a hand through Shining’s hair and spun. “Good boy, follow your Queen.” Twilight sauntered a few steps away and Shining crawled after her before Twilight raised one of her legs over his shoulder and pressed her mound into his face. Shining let out a happy moan and began to lick along her nether lips.

Star moved over and prepped Cadence with Spike standing naked in front of her. She gave her the same priming and tapped her forehead. As Cadence’s eyes fluttered open, she pressed her legs together and her jaw dropped open. “Ohhhhhhh, Shining.” She stood up and pressed her body against Spike’s “Ohhhh you look so good. Ohhh you’re so sexy. And your dick. It makes my mouth just water. Mmmmm grab my hair and put me where I belong.”

Spike tilted his head momentarily, and then realized what she meant. He took a handful of her hair and guided her smoothly down to her knees. Cadence wrapped her arms around Spike’s thighs then ran her tongue over his cock. “Yesssss this is where I belong, on my knees serving Master’s cock. Ohhh it’s so big. I just get more and more addicted.” Cadence began to very expertly kiss and lick along Spike’s cock until he was at full mast. Cadence wrapped her lips around him, staring up with a look of bliss on her face. At the same time, she plunged one hand into her pajama bottoms and ground into her own fingers.

Starlight nodded in satisfaction. It was no wonder they had been frustrated with such a kinky side. And with both of them preferring to be submissive, there was no way anything they did tonight would be completely satisfying for both of them. Thanks to Star, they would get maximum relief.

Cadence bobbed her head along Spike’s shaft and seemed to sense when he was getting close and pulled her head back and gripped Spike’s cock, pointing it at her face. “Yesss ohhhhh fuck...mark me. Show everyone that I’m all yoursss.” She stroked her hand up and down as fast as she could and stroked Spike’s balls with her other hand and was soon rewarded as Spike groaned and let out a spurt of cum over her face.

Cadence moaned and her whole body shuddered, seeming to cum in response to Spike. She slowly stood up, looking slightly wobbly and tugged her pajamas away to be just as nude as Spike. She lay back on the bed and spread her legs wide. “OHHHHHHHH please I need you to fuck me.” She cried out.

Spike was still hard and was happy to oblige. He grabbed both of her legs to steady himself and plunged himself inside of her warm folds. Cadence let out a squeak of pleasure and bucked her hips back at Spike with each of his strokes. “Ohhh yessssssssssss. Oh Shiningggggg. Yessss make me your slut. Ohhhhh mold my pussy and make it just for you!”

Spike leaned forward and rested his hands on either side of Cadence’s chest to get better leverage as he continued to push in and out of her. Her mewls of pleasure showed he was doing the right thing.

“Yessss onnn goddddesssss. Slap my breasts!” Cadence cried out. Spike looked at her with some concern, but then reared back one of his hands and smacked her left breast with just enough force to make a sound. Cadence let out a happy groan and begged for him to do it again.

Starlight moved to the other side of the bed to check on Shining Armor’s progress. His pajamas had come off at some point and he was on the ground with Twilight straddling over his face.. “Good boy… ohhhhhhhhh so close, keep it up. Yesssssssssssssssssssssssssssss” Twilight shivered in release and Shining moaned into her pussy. She shifted over and sat to the side of Shining before leaning down and giving him a warm kiss. “Your Queen is very pleased. You’ve been such a good boy and good boys get rewarded.” She guided Shining Armor up off the ground and laid him face up on the bed. She crawled on top of him and carefully guided his cock into position before pushing him inside her.

Twilight shuddered and grabbed both of Shining’s hands in her own. “That’s it. Good boy. Your Queen will ride you just like this. Buck hard for me. Give me everything you can.”

“Yess my Queen.” Shining grunted in ascent, pushing up with his hips as fast as he could as Twilight rolled her hips. Meanwhile, Cadence had shifted to being bent over the bed while Spike took her from behind, but Spike had a firm grasp of both her arms, keeping her partly suspended in mid air, making her breasts bounce around with each of Spike’s thrusts. From where they were laying on the bed, Shining and Cadence could see each other if they tilted their heads, but both were in their own fantasy worlds. Each was invisible to the other.

Through the din of moans and grunts, Starlight realized she heard something else, something like a half cry and half trill from behind her. Star realized the baby was calling out from her nursery room. Starlight dashed over to the door and placed another sound canceling spell on it, but that wouldn’t put the baby back to sleep. If she started crying more, or used her magic, there was no telling what would happen. Star slipped into the nursery, it was dark inside and she activated a small glowing orb to float over her shoulder. The trills of the baby paused and it looked up curiously at Star.

“Hey there.” Star said slowly. “I sure hope you aren’t in the mood to destroy things.” She moved a little closer and put a hand on the baby’s head. The little alicorn seemed curious and interested. “I guess you just woke up from a noise and weren’t sure what was going on.”

Starlight picked up the baby and rocked it softly. Cadence had said she’d fed her beforehand, so she just needed to get lulled back to sleep. “Your mommy and daddy needed to blow off a lot of steam. You’re a real troublemaker.” She said in a playful voice “Just slip back to sleep for me, okay? Pink fluffy unicorns dancing on rainbows….pink fluffy unicorns dancing on rainbows…” It ended up taking two full verses before the child’s eyes slipped back to sleep.

As Starlight made her way back to her room she had to fight the urge to dance in delight. Cadence and Shining Armor had responded far better than she’d ever hoped. After they’d both been given their fill of sex, she had layered some more suggestions into their mind and let them drift to sleep wrapped in each other’s arms. Her princess count was going up. Shining and Cadence still were nowhere near complete like Twilight was, but all she needed was more time. And the rest of Twilight’s friends would sink into her grasp as well, one by one.

As she turned the corner, Starlight stopped in her tracks. Princess Luna was standing outside her door. “Ah, Starlight. I have been waiting to speak with you.”

Luna, possibly the second most powerful being in Equestria wanted to talk. For a moment, Star stared at the regal princess. Her hair was a mix of blue and violets like a moonlit night with sparkles of stars that seemed to sway and shimmer. Her blue eyes stared at Star with a focused, serious look. It was like walking through quicksand at first, but Star managed to walk closer. “Oh, hello Luna. What could you possibly want to talk to me about?”

“It is personal in nature. Let us discuss it inside your room.” Luna waved her hand and the lock on Starlight’s door clicked open. The princess walked inside, fully expecting Star to follow her. The hairs stood up on the back of Starlight’s neck, but she knew there was nothing else she could do. She followed behind and closed the door behind them.

Luna nodded curtly as the door closed and wasted no time. “Starlight, as you know one of my tasks is to safeguard the dreams of everyone in Equestria. This is a task that gives me access to information about some of the deepest parts of people’s minds.” All the blood ran out of Starlight’s head and she heard her own heart thump.

“As a rule, I must take all of this information in confidence. It is not my place to reveal the inner lives of my people. But I have decided to make a particular exception because of Twilight Sparkle’s importance and her closeness with Celestia.”

Star bobbed her head dumbly, trying to make her mental cries of panic calm down. If Luna was going to smite her, it would have happened already. She didn’t know…at least she didn’t know enough to truly know. They were just dreams, Luna would have no way to know or suspect what was real and what was odd fantasies. Star was okay, she was going to be okay.

Luna was oblivious to the internal conflict going on and continued in response to Star’s nod. “I have witnessed some of the dreams both you and Twilight have had as of late, dreams about each other. From this, I have realized that you two are in a romantic relationship, one where you explore a great deal of power exchange with each other.”

The term confused Star for a moment, then realized Luna was referring to her domming. But just how much did she know? “I…it was something that we both just…fell into.” She stammered.

Luna held up her hand. “I do not judge this kind of relationship, Starlight. I have seen relationships take many forms. From my many years watching over the dreams of Equestria, I have seen similar practices. However I have seen many of them end up going too far and have seen people, meaningfully or not, violate the trust of their partners. It is for that reason I decided to speak with you. Twilight has placed herself in a position of great vulnerability. The scenarios you act out may be roleplay but are still very powerful emotionally. I advise you to be extremely careful where you take your play with Twilight, because I do not wish to see her hurt.”

“Of…of course.” Star said shakily. “I would never want to hurt Twilight.”

“Of that I am sure.” Luna stated. “She has spoken highly of you and your reformation. Still, I will be keeping an eye on both of you to make sure that your relationship remains healthy. And I promise that I have not told Princess Celestia about this. It is not my place to reveal such information. If I believe your relationship has become unhealthy and you refuse to make changes, however, I will have no choice but to bring this news to her.” Princess Luna walked over and put a hand on Star’s shoulder. “I am glad we were able to have this discussion.” She smiled and walked out of the room.

Starlight took a step towards her bed and stumbled, feeling light headed. Luna knew! She thought it was roleplay but she knew. Her blood pressure began to stabilize and Starlight threw herself into bed and curled into a ball under the covers, shivering. She had some so close to being truly found out. And Luna had said she would be watching them, watching their dreams. What would happen if she started to look at Rarity’s dreams, Rainbow Dash’s? Star winced and held her head. It would all fall apart again, she would be cast out and thrown away.

She wouldn't let that happen. She would have to prevent Luna from becoming any more suspicious. She would keep undertaking her plan even when dreaming itself was against her. She just had to figure out how.

Author's Note

I technically made my self imposed deadline!

Most chapters are a lot more lesbian focused but everything involving Shining armor in the room has created a period of lots MF content here. Hopefully I didn't miss any glaring issues in my edit.

Chapter 20: Rainbow Dash's Mind

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

Chapter 21: Butterflies

A quick knock led to Fluttershy’s smiling face at the door. “Good morning Starlight. It’s so nice for you to come over again."

Star smiled back and was led inside the cozy cottage, watching the floor to make sure she didn’t step on any animals. Fluttershy had prepared some tea and sugar cookies out on her dining table. She pulled back one of the chairs and noticed that a russet colored stoat was having a nap on the cushion. She glanced at the stoat and back at Star before picking the whole cushion up and carefully moving it to a safe spot, and then claimed the cushion-less chair for herself and gave the other chair to Star.

Star pulled a backpack off her shoulders and rested it on the ground before sitting down and trying one of the cookies. "I really appreciate all the hospitality. It's kind of you to prepare all this for us."

"It's the least I can do. You've been a really great help the last few days. I don’t really have any more work to do with the bunny warrens this season. We finished it in record time.” Fluttershy carefully poured tea for them both.

“That’s alright. I’m quite happy to just enjoy your company, Fluttershy.” Star took a long sip. “I would be happy to use that relaxation technique for you as well.”

“Oh, would you?” Fluttershy gave a sweet smile. “I always feel so well rested and energized after you do that.” This was the fourth day in a row Starlight had stopped by and she had hypnotized her every single day.

“You’ve become very good at relaxing.” Star replied. “In fact, Fluttershy, if you look at your teacup, you can think about the tea as the parts of your mind.” Star’s voice softened with that special tone she used for trancing. “Just take a sip now and feel how it helps you relax.”

Fluttershy complied and as she swallowed a little of her tea, she let out a deep, happy sigh.

“Good. A little less tea in the cup. It’s the same as your mind losing some of the thoughts that can stress you. Take another sip, feeling your mind relaxing even more.” Each sip left Fluttershy more hazy and relaxed, until finally she drank the last of her tea, set the cup down and closed her eyes. As simple as that, Fluttershy was in trance. She had been easy on the first day Starlight had visited her and now simple suggestions with the right tone were enough to drop her like a light.

“Very good, Fluttershy. So nice and relaxed, focused on my voice. Feel how as my words suggest, your right hand gets lighter and lighter, like a balloon is pulling it up. Slowly you feel your hand floating…higher and higher.” Fluttershy’s right hand slowly rose into the air, and was soon held straight up. Fluttershy was incredibly suggestible and followed Star’s words with ease.

Star had Fluttershy lower her hand and performed a few simpler deepening processes to drop the naïve girl further under. “We’re going to play a little game now, where you rise out of trance and then sink back in. And each time you sink back in, you’ll feel that you’re even deeper. I’ll wake you up, and then count down and say Sleep. Each time I count down and say sleep, your mind sinks more, going deeper than it was before. Alright now, Waking up….and on three…1, 2, 3 Sleep.” Fluttershy’s eyes fluttered and then slammed shut and her body loosened.

“That’s it. Waking up now….and on three…1, 2, 3, Sleep.” Star repeated the fractionation technique over and over, working to make sure Fluttershy was as deep as she could possibly make her. After a few minutes of fractionation, the pegasus’ head was pointing at her lap and her back was slumped into the chair.

“Very good. So easy and relaxing as you focus for me. So easy sinking so deep. So easy to follow my words. It feels so relaxing when you let me guide you, when you follow my words, isn't that right?”

“As long as you don’t want something bad.” Fluttershy said flatly. Where before her voice had been floatie and soft, it now had a firm timbre. Star sighed. This was why she was still working on Fluttershy for a fourth day. As long as her suggestions were harmless, Fluttershy followed them with ease, even suggestions to taste and see things that weren’t there. In terms of falling into trance and such tricks, Fluttershy was the most susceptible of her friends so far. But if Star tried anything past a certain point, she received flat refusal.

The first day had shown any attempt to offer that her words should be obeyed was met with strong pushback. The second day had been used to test out the boundaries of this resistance. Anything that involved Fluttershy following a command for its own sake was resisted. Even suggestions to strip were off limits. On the third day, Star had crafted a mindscape of a spa to enjoy. But a suggestion to disrobe led to a full reversion, nearly waking Fluttershy up completely. It was as though there was another part of Fluttershy on guard in her head, ready to step in.

After some more reading, that is exactly what Star believed was happening. After discussing the behavior with Twilight, she’d been told about how Fluttershy had behaved after getting some lessons on assertiveness. Everyone had just assumed she’d gotten carried away, but Star theorized that there was another side to Fluttershy that she kept repressed.

It made sense for how rapidly she shifted from soft compliance to flat resistance. It really did feel like Star was encountering a different personality. That part of her seemed to make an appearance anytime Star hinted and taking control. Star had to defeat this other self. She wouldn't manage to get Fluttershy any further until she did.

She had come in today resolved to get Fluttershy as deep as possible and get a full understanding of this other self and find ways to work past it. “What would happen if I said something you thought was bad?”

“I won’t listen to you.” Fluttershy said back firmly.

“You listen to everyone else, don’t you Fluttershy? If a friend asked you to do something for them, the element of kindness would certainly help, isn’t that right?”

“I always want to be helpful.” She said softly.

“Good girl, and you work so hard for everyone. It would be nice to have a time when a friend wanted you to just relax, even insisted or ordered you to.”

“R-relaxing is nice.” she replied softly but with that bit of hesitation.

“Good, then let me order that for you. Relax for me.” Fluttershy let out a soft sigh.

“You can see it feels good when I order you to relax. It's because of our deep friendship and trust. You can trust the things I say to do.”

“I’ll decide what I trust.” The firm voice returned.

Star focused for the next step. She was done having one way conversations. “That sounds so different. Tell me, think of it as an order, am I speaking to Fluttershy or am I speaking to someone else?”

“That’s silly. I’m Fluttershy.” She replied firmly. It was the same tone twice in a row. It was time to poke at things more.

“That’s right, but there is so much more to people. Some things we keep bottled up until just the right moment. You have that as well. There is this other part of you…keeping watch to make sure you stay safe. It's near the surface now, listening in. Look for that part of you now, picture it in your mind. We can gather that part of you and pull it up all the way to the surface. Let the normal thoughts and feelings you have relax even more, like that part of your mind is sinking to sleep. Let those assertive parts of you rise up and take charge for now. As you picture those parts taking charge, it becomes more and more natural. Let that part of your mind speak for you. Let the other parts of your mind sink and relax for now. I'm going to count down and snap my fingers. When I snap my fingers you’ll feel it as that part of you completely takes charge of your body and the rest of you falls asleep. Taking full control in 3…2…1.” She snapped her fingers.

Fluttershy bit her lip for a moment, but then it turned into a deep frown. Her eyes opened and looked over at Star. “You keep pushing and pushing.” She said with that flat, assertive voice. “Relaxing is good, but I don’t want more than that.”

Star pursed her lips for a moment but then smiled. The eye opening caught her off guard at first, but it was obvious from the expression that Fluttershy was still in trance. Open eyes wasn’t uncommon. If Star had told Fluttershy to become ballet dancer, she could leap around the room and still be under. If anything, this was a sign that Star has succeeded. This other side of Fluttershy was front and center. Now Star could get somewhere.

“I don’t mean to push. All I want to do is help you. The relaxation I can give you right now is only temporary. I want to be able to do more. If you let me, I can help you feel even better, more relaxed and happy than you ever have before.

“Oh, and I just have to obey you to feel good?” Fluttershy replied sarcastically.

“It isn’t about obeying, it’s about trust. It’s best when friends trust each other, isn’t it? Friends can offer guidance to help each other.”

“I don’t trust you.” Fluttershy said flatly. Suddenly, the pegasus’ eyes widened, glaring intently. Star gasped at the look. It made the normally innocent face of Fluttershy suddenly intimidating, frightening! A sense of fear shot up her spine. What was this? Fluttershy was in trance but Starlight was the one that felt trapped.

Without breaking eye contact, Fluttershy stood up and walked around the table. Star tried to stand up, but her muscles seized in place with fear. She felt like she was back in one of her nightmares where Celestia had found out what she was doing. If Star moved an inch, it felt like she would be devoured. Even when Fluttershy broke contact, slipped behind Star and wrapped an arm around her neck, Star remained paralyzed. By the time she could make any motion, her vision was dimming and quickly went black.

Star woke back up with a pain in her head and a chill on her body. She opened her eyes to see the ceiling. She was naked on a bed. She tried to move, but she was stuck. Thick bands of spider webs had been latched around her body like ropes, holding her arms and legs spread eagle. The only movement she could manage was turning her head. She turned and saw Fluttershy looking at her. “You finally made it back.”

“Fluttershy...” Star mumbled softly as she tried to piece things together.

“Not quite.” She declared, walking over to Star with a playful tone. “You went on and on about waking up a different part of me. That’s what it was like….as though part of me is asleep and another part rose out of darkness. It feels different, very nice. But it leaves me with so many questions.” The final word came with a firm pinch to Star’s right nipple, eliciting a yelp. “Starlight Glimmer, I think you had some ulterior motive for these relaxation exercises. I’ve never felt like this. Even when I’d taken in all of Iron Will’s lessons it wasn’t this intense…this constant. No relaxation exercise could do this. And all those different ways of suggesting I should do what you say. You’ve been a very, very naughty Starlight.”

“I…I’m just trying to help you relaaaiiii!!” Fluttershy tugged at Starlight’s other nipple, turning her words into a yelp.

“No, no, no Starlight. It isn’t nice to lie. This isn’t the first time you’ve tried to take control of me. You didn’t lock me in a cabin or steal my cutie mark, but I’m pretty sure I know what you were doing. The things I found in that backpack you brought make it pretty clear too. You wanted to take advantage of poor old little pushover Fluttershy. But you grabbed more bunnies than you can carry.” She pulled a chair up next to the bed, sitting alongside Starlight. She ran a hand down Star’s hips and gently caressed her inner thigh. “We’ll figure out what you were doing. We just have to make sure you’re in the right mood to tell me.”

Star gritted her teeth and quickly shouted. “Fluttershy on three, oneemmmmmmffff.” In a smooth motion, Fluttershy shoved a giant cotton ball into Star’s mouth and pressed a hand there as a raccoon hopped up on the bed and carefully tied a satin ribbon around Star’s head as a gag. It offered a little thumbs up before scurrying away.

“Don’t use that tone with me. I know you have some trick up your sleeve. Let’s see if we can work on some manners first.” Fluttershy started to toy with Star’s breasts, gently kneading and groping, then lightly brushing her nails around Star's areolas. Starlight couldn’t deny the feeling of that touch for long, and her nipples started to stiffen. Fluttershy reached to the nightstand and picked up a large hawk feather. She began to run the feather down Star’s hips and thighs, teasing and caressing slowly. Starlight strained against her bonds and shuddered from the soft caresses.

“Such a poor thing.” Fluttershy whispered mockingly. “But I’ll take good care of you.” The feather trailed further down and brushed along Star’s hood. At the same time, Fluttershy leaned in and flicked her tongue along Star’s left nipple, then tugged it with her lips, stretching it out a tiny bit before letting the nipple pop out and bounce back into place.

The little touches were effective and Starlight could feel herself getting wet. Fluttershy traced the feather gently over Star’s petals as her other hand continued to toy with Star’s breasts, teasing with expert care. Star squirmed, but the spider silk had her bound tight, making it hard to do anything more than tense against them. As her body relaxed momentarily, Fluttershy ran the feather over Star’s clit, spawning another moan and tension against the silk. Star was overflowing from the careful touches, rising closer and closer to an inevitable climax. She felt the initial rush, the sensation of crashing over the edge into orgasm, then Fluttershy pulled her hands away.

Starlight let out a groan of confusion and anguish. She instinctively tried to press her thighs together, to touch herself, anything for the tiniest bit of stimulation to let her cum, but it was impossible and soon she went limp, whimpering in frustration.

Her body started to cool off and Fluttershy pinched a nipple and trailed the feather back along her inner thigh. “Ooooh how sad.” Fluttershy cooed as the touches made Star’s body heat up again. She felt her body melt and quickly draw close to cumming, then Fluttrshy’s touch ceased.

Again and again, Fluttershy toyed with Star’s body, driving her right to the edge of climax, then stopped. Each time, the wait for Fluttershy’s touch to come back was a little shorter and she ran right up to the edge faster. Before long, the gaps ceased completely and Fluttershy kept giving constant little touches that had Star right on the edge, yet always the tiniest step short of climax.

Star lost track of time. She had never been so wet, so desperate. It felt like she was going mad. All of her sensations were dimming except for touch, as though her brain was a container with arousal pouring in and displacing everything else. It took every bit of willpower to keep track of where she was or her surroundings as her mind screamed for release.

Some eternity later, Fluttershy removed the ribbon from around Star’s mouth and carefully pulled out the wet ball of cotton. Star stared up at Fluttershy with her lips trembling. “P-please, oh please oh please let me cum. Oh let me cum I’ll do anythingggg.”

“Oooh that’s much more polite.” Fluttershy whispered, still teasing and caressing. “You can cum if you tell me what I want to know. Were you trying to take control of me?”

“Yesssss….yes. Now please let me cum let me cum let me cum.”

“Oooh well that was the easy one.” Fluttershy cooed, “But this isn’t like that locked cabin. What were you doing to me? What made this part of me come out so much?”

“I….ohhhh fuck….it….” Star struggled to put the words together. Satisfying Fluttershy's question was light at the end of the tunnel, the offer of escape from the torture, but her mind was so deep in need it took time to organize her thoughts and puts words in the right order. “It’s…I’m using hyp..ohhhh hypnosis on youuuu please, please….”

“I don’t know what hypnosis is, which probably means you’re telling the truth. That deserves a little reward.” Fluttershy grinned and slid three fingers into Starlight’s pussy. She curled her fingers while her thumb carefully circles Star’s clit. Star screamed as the touch finally shot her over the edge. Her whole body went rigid and lights sparkled in her view as she came harder than she could ever remember. After the long, white hot climax, she went limp and her vision went black.

She came to with the sensation of Fluttershy slowly petting through her hair. “Ooooh that’s the second time you passed out today. But I bet it’s a lot better from cumming too hard than getting choked out. It must have felt really really good.”

Starlight gasped and shuddered, rocked by the afterglow. Part of her just wanted to press into Fluttershy’s palm and purrrr, but her analytical side rushed to think of a plan.

“Now we have much more to talk about, but let’s see if we can do this more civilly. I’ll gag you again if I think you’re saying anything suspicious, so try to behave this time. If you don’t behave, that was the last climax you’ll get for a long long while.”

Star felt a chill go down her spine at the idea of being edged with no relief. She had to find some way to get Fluttershy back under control. Fluttershy was still under hypnosis, but the fact did little to help. Telling this new persona to sink back to sleep would take too long. She'd be gagged and punished before she could even get started. The fractionation countdown would likely do it, but trying to call it out had already failed once and there was no telling how long her punishment would be if she tried again. She hadn’t bothered to come up with a one word trigger during earlier sessions because Fluttershy was so easy to put under. Now she was stuck. She needed a plan fast, because Fluttershy was already starting to tease her all over again.

“I had to get a new feather. You absolutely soaked the first one.” Fluttershy giggled, sliding another feather over Star’s thighs.

“Fluttershy…can…we talk?” Star groaned, speaking slowly to reduce the risk it would be interpreted in a way that led to a gagging.

“Oh we have a great deal to talk about.” Fluttershy said with a purr, “But we’re going to keep it simple where I ask questions and you answer. If I believe all your answers are true, you won’t have to spend all night like this.”

The threat made Star shiver, but soon the sensations from Fluttershy took all of her attention. She moaned, feeling her body heating up.

“I believed you when you say you used hypnosis because I don’t have any idea what it is. If you were lying you wouldn’t use a made up word. So we’re going to talk more about hypnosis and what it is. Let’s make sure you’re properly pre-heated first, though.”

Star gasped as Fluttershy caressed her breasts and thighs, carefully driving Star’s arousal higher and higher. She slowed down as Star reached the edge once again and held her there for over ten agonizing minutes before speaking again. “Okay Starlight, I think we can start. Speak nice and slow, but feel free to moan as much as you want.” She giggled. “Now, start by explaining what hypnosis is.”

Star groaned through gritted teeth. The need to cum was powerful but she hadn’t been stuck on the edge as long as the first time. Her mind fogged with arousal but she wasn’t at risk of dissociating yet. Not that it could do any good. She was still stuck. The count down was the only quick way to get in a trance and it would have to be all in one go. Slipping numbers into a larger response wouldn’t have the same effect. She couldn’t remain silent either or the torture would just get worse and worse until she was a babbling mess. She had to find some way to distract Fluttershy enough that there'd be time to say the whole countdown. There wasn't enough brainpower to keep track of any opportunities and think up clever lies.

“It’s…..a technique..to communicate with the unconscious.” She said between groans. “Lets me…talk to your inner mind.”

“Interesting. Is it a kind of spell?”

“No…no just words…touch.”

Fluttershy brushed the feather down Star’s thighs and looked at her with interest. “That makes sense, with all the relaxation exercises. So that was hypnosis. And unconscious mind…that feels right. I almost felt like I was in a dark room, listening in, only rising out when you would say to follow commands, trying to make Fluttershy into your doormat. But then suddenly I rose all the way out of that dark room, almost like waking up for the first time. How did you do this to me?”

“It’s…like you’re another personality….you kept objecting…protecting Fluttershy. I tried…bringing you out....talk directly.”

“That is very interesting.” Fluttershy twisted one of Star’s nipples until the unicorn yelped in mixed pain and pleasure. “I do feel so different now. Maybe I need a new name. Mistress Butterfly has a nice ring to it.”

Fluttershy slid a single finger into Starlight’s folds teasing slowly. “So you woke me up, and I’m in the driver seat until you use the hypnosis again? Is that it?”

Star’s mind was starting to slip more and more. It was getting harder to keep focused on Fluttershy, harder to find her chance. Soon she would say whatever it took to finally get the climax she was being denied. “No……..mmm just time. You’ll return to normal.” Star’s mind burned in need, the room was spinning.

“What?” Fluttershy…Butterfly gasped with a horrified tone. “You mean I’ll go back to regular Fluttershy all on my own?” The teasing touches stopped for a moment. Star looked at Butterfly’s face, and suddenly, the answer came to her.

“Yes…maybe an hour, a day at most. Mmmm and sweet agreeable pushover Fluttershy will be back. You’ll go back into the dark room.”

“No!” Butterfly declared. She went back to edging Star with a greater intensity. “I’m going to stay in control because you’ll use your hypnosis and make it permanent, isn’t that right?”

Star let out a whimper, using every last bit of her sanity to hold onto the right words. “Won’t….work. Can’t…’tise you like this. Have to focus….have..to be calmmmm.”

“Then we just have to train you to behave, so you’ll do it when I ask nicely.”

“Nnnnno!” Star gasped. “Can’t…torture me while I hypnotize…can’t…control me without it.” This was a lie. It was a bald faced lie. Butterfly could absolutely break her with this kind of treatment. Star had controlled Equestrians with far less intense tactics back at the village. Star had told Twilight not to wait up for her…that she might be at Fluttershy’s overnight. A full day of this treatment could make Star so jumbled that she would go along with the plan…at least long enough to give the Butterfly persona what it wanted. But Mistress Butterfly didn’t know exactly how hypnosis functioned or how long breaking Star would actually take.

Star squeezed her eyes shut and bit her tongue to gather every ounce of focus she could, then and stared firmly at Butterfly. “I still want you as mine, and if I hypnotize you I’ll take control. But if you don't let me hypnotize you, you’ll go back and be Fluttershy the doormat again.”

Butterfly glared at Star, but the conflict was obvious on her face. “You think you can threaten me? That's a joke when an hour ago all you could do was beg me to let you cum.”

“It isn’t a threat….it….it's a choice. You can be assertive with me, or go back to wimpy, pushover, meek Fluttershy."

Butterfly stood up, knocking her chair over. She stared at Star in shock, conflicted with two seemingly awful events. She pointed a finger threateningly at Star. “One more word and I won’t let you cum for…” But Star saw her chance.

“On three," Butterfly realized what Star was saying and reached for the fresh cottonball on the dresser, but from her stance and posture, it would take a critical extra second. "One two three SLEEP!” Star yelped out. The pegasus’ eyes fluttered and closed.
***************************************************************************
“Fluttershy is way too feeble with others, isn’t she?” Star spoke softly, doing her best to hide the ragged undertone of her worn out voice.

“That’s right.” Butterfly was still in the driver seat, but was now sitting on the floor, her back against the bed, remaining still. Star could only see the top of her head, still trapped in the webs.

“She needs to be assertive, to stop being a doormat, isn't that right?"

“Yes.”

“It’s possible for that to happen. This deep trance, the power of my hypnosis can make it real. With my help, Fluttershy can be more independent than ever.”

“But you want to control me, want to make me less independent.”

“Think about it, Butterfly. Right now, everyone controls Fluttershy. Every day, she’ll put the desires of dozens of people before herself. Every day, Fluttershy will remain quiet when she actually has something she wants to say. If you let me guide you, I can ensure that never happens. I would become the only person who has any influence on you. Letting me guide you, focusing on my suggestions, allows Fluttershy to become more free than she could ever be otherwise. I can make Fluttershy proud, confident, even in control.

“Picture a normal day for Fluttershy. Just like you told me they go. Imagine all the people Fluttershy comes across who will take advantage of her in some way, how Fluttershy bends and twists to help them. Now...imagine the other kind of life, an alternative day. Fluttershy will bend and twist for me, but for all those others, she will assert herself, even bend or twist them. I give Fluttershy more freedom than the alternative, isn’t that right?”

“I…it….”

It had taken over an hour of careful trancing and work to get to this point. First there was ensuring Butterfly wouldn’t take action again, and then a long discussion about Fluttershy and all the shortcomings the Butterfly side saw in her. Then there was slowly advancing the idea that Starlight gave her the option to trade dozens of controllers for merely one.

The assertive persona, Mistress Butterfly, had protected Fluttershy from all the earlier days of work and had nearly beaten Star outright. Now though, she was the fulcrum on which Star could take control. In the haziness of trance logic, the idea of serving Star in order to be more independent made a sort of sense. Butterfly still wasn't truly convinced, but was cracking. From that foundation, Star could build a cage around Fluttershy’s mind and have the pegasus call it freedom.

Butterfly would become a tentative co-conspirator, but still firmly rooted as Fluttershy's protector. Star would have to work extra slowly to ensure Butterfly remained appeased, but the path was clear.

Weaving the initial alliance took an extra two hours. The sun was setting and and Starlight had been locked spread eagle in bed for over six hours. When she felt like the alliance was set, releasing her was Star's first real command to Butterfly. Star closed her eyes and did her best not to think about the feeling of tiny legs on her body as the spider silk was all removed.
She stood up, feeling stiff and achy. The mad arousal had faded entirely from the time it took to work on Butterfly’s trance. Now she just felt ragged and tired, though knew her body would likely demand attention once she’d had rest.

As Fluttershy went to change clothes, Starlight stumbled out into the living room where the day had started. Her own tea was still sitting on the table. It had gone long cold, but Star’s throat hurt from the hours of talking and she gulped it down. She looked over to the nearby couch and slumped into it, letting out a long, deep sigh. Then there was a massive swelling applause with whistles and cheers.

Star looked around, but no one was in the room. Confetti sprayed out of the walls and balloons dropped from the ceiling as the sound of a brass band burst up from nowhere. A giant banner unfurled in the middle of the room that read 'CONGRATULATIONS ON THE ENSLAVING' with a drawing of Star’s cutie mark on either side.

Almost as soon as it came, the brass music faded, the confetti evaporated and the applause died down until there was only a single pair of hands clapping from a figure that appeared at the front door. The clapping hands had two tight yellow gloves covering them, but the left glove was fingerless, showing long, talon-like nails. The figure wore a simple brown vest with yellow buttons over a white pressed shirt and a small jabot tie with a red gem pin. He stared at Star with a sly grin, showing off a large snaggletooth.

“Starlight Glimmer! I’ve just been DYING to meet you.”

Author's Note

Oh hai. I'm back from forever, still working slowly but also still stubborn enough to finish this even if we're on G6 by the time I do. I hope you enjoyed this chapter and I will promise nothing except the next chapter will be posted at a later date.

Addendum: I forgot I was going to mention, that our Mistress Butterfly is not inspired just by the episode Putting Your Hoof Down but also Fake It 'Til You Make It. These together gave me the idea of flexible persona inside of Fluttershy and their expression.

Chapter 22: Discord

A cane popped into Discord’s hand and he strode across the living room towards Star. “You know, I was so excited when I heard you’d turned face. I’ve been thinking for a while that it would be wonderful to have a club of reformed villains. Sadly, Luna wasn’t interested and no one else really qualified. I’m not going to stoop to inviting Gilda, for Celestia’s sake.” He let out a cheerful laugh.

“But you…you really gave Twilight and her friends a run for their money. Finally there was going to be someone I could connect with about being on both sides. We could have reminisced over tea about what it was like trying to walk the straight and narrow. But then I sneak in to send you an invite and what do I see? Twilight, of all people, falling to your hypnotic wiles. And then you started working on enslaving even more people. You take forever, but I can’t fault your sense of style. I decided to see how far you’d manage to get. But surely, I thought to myself, there’s no way someone who’s planned so carefully would go after Fluttershy. Because they would obviously know…” The room became dark and Discord grew in size. There were strikes of lightning and thunder behind him, “That would make me rather displeased.”

“Good evening, Discord.” Star said, struggling to control the wavering in her voice. “I suspected I might run into you.” This had always been in the cards, but Discord in person was far more intimidating than she had ever imagined. He had that look in his eyes that Star was a bug he could swat at any moment. Star had resolved that she was going to see things to the end, and that included this meeting.

“Oh really?” Discord slipped down to his normal size and tilted his head curiously. It kept tilting until his head did a full 360 degree spin on his neck. “So, you knew that going after Fluttershy would bring me here and you did it anyway?” He let out a belt of laughter and held his sides. “Ohohohoho, now that is delightful. You really planned to go against me next? Oh that’s something I want to see. What’s the plan exactly? Some stealth induction, NLP?” A series of pendants, coins with a hole in them attached to strings, metronomes, metal helmets with LED screens, and spiral pinwheels appeared in the air and unceremoniously collapsed to the floor. “Perhaps you have something Ericksonian in mind. Put ‘er there.” He held his hand out for Star to shake.

Star didn’t understand half of what Discord was saying, but it was clear hypnosis was not a foreign subject for him. She stayed focused on her own plan. “No. It would be crazy to think I could hypnotize you, Discord. I just want to talk so we can reach an understanding.”

Discord’s outstretched hand went limp and swayed like it was attached to his wrist with string. “Oh I see. That’s not nearly as interesting.” He sighed. “Dear Starlight, you seem to think you’re in a position for some kind of negotiation. This isn’t a discussion. This is a trial!”

With a snap of his fingers, the entire world popped out of existence. A spotlight illuminated down on Starlight who found herself on a tiny dais sitting in a chair. More lights lit up through grated metal around an auditorium room. A jeering crowd of Equestrians, Dragon bloods, and even Yakians with their long braided hair and bare chests, appeared in a semicircle around her. They were all dressed in different materials and styles that looked like they were from all over history. In front of the dais, Discord reappeared, now dressed in a tight black jumpsuit covered by a bizarre red outer garment that covered his hands and formed into a cape along with a black square fabric hat. A massive silver necklace inlaid with gems hung down to his waist. “The trial will now commence.” He declared to the approving crowd.

A figure that resembled Starswirl the Bearded stepped forward with a scroll. “We now have Starlight Glimmer here to answer for the multiple grievous assaults committed against those who saw her as a friend.” There was a loud gong that echoed throughout the room. “How plead you, criminal?”

Starlight looked around, trying to keep her bearings with everything going on. “N-not guilty!”

There was an eruption of shouts and boos from the crowd that died when Discord raised his hands, “Silence! Order in the court.” He walked over to Star. “Am I to understand that you will flatly deny what you did before the judge…” Another Discord popped into existence wearing a black robe and a wig. A giant raised desk rose up around him with a massive gavel.

“The jury…” Twelve more Discords dressed in various outfits, some in variously styled wigs, blinked into existence in a jury box.

“Even before the prosecution's star witness!”

Another Discord in a suit appeared in a witness box next to the Judge-Discord, “I saw the whole thing,” he declared.

Star stared at the Prosecution-Discord in his odd dress. “I don’t deny actions I’ve taken. But I haven’t assaulted anyone. My actions aren’t grievous. I haven’t hurt Twilight or anyone else. If anything I’ve been helping them.”

“Oh, so that’s your angle. The prosecution then, will call Starlight Glimmer to the stand!” The Witness-Discord vanished and Star found herself in the same witness box. The Prosecutor-Discord walked forward. “Raise your right hand and place your left on the holy book.” He offered a thick leather-bound book with a picture of Discord’s face on the cover. “Do you solemnly swear to tell the….ahahahaha I’m just kidding.” Discord tapped Star’s forehead and she felt a weird sensation in her brain. “Truth is compulsory in this court.”

Discord stepped back a few paces and stared at Starlight. “You contend that you have been helping Twilight and the others you hypnotized. Can you tell the court, what were you up to last night, around eleven forty five?”

“I was in bed with Twilight.” The words all bubbled up to Star’s lips before she had the chance to consider them.

“And where was Twilight, relative to you in the bed?”

“B-between my legs, under the covers.”

The Prosecutor-Discord set up a poster stand in view of Star and the Jury-Discords. He placed a poster board on the stand with a diagram showing Starlight laying in bed with her legs pressed against Twilight who was face down on the bed totally submerged in her task

“In fact, as you can see in people’s exhibit A, she wasn’t just between your legs but you had your thighs pressed so tight you were smothering her, isn’t that right?”

“She could breathe through her nose.” Starlight protested.

“The witness will answer the question.” The Judge-Discord said stonily.

“Alright, yes, I had her pressed in so tight she was practically smothered.” Even offering her little protest of context had been a struggle under whatever Discord had done to her.

“Fascinating.” The Prosecutor-Discord said with a hint of humor. “And what woke you up this morning?”

“Twilight…ate me out to wake me up.”

“Oh I see.” That’s quite a schedule she’s on. Before you, the only thing Twilight had her face sandwiched between so frequently were the covers of books.” There was a polite chuckle from the Jury-Discords.

“Twilight still reads a lot of books.” Star declared, “And she’s far happier now than she was before. Once she was done waking me up this morning, she had the biggest smile you’ve ever seen on her face.”

“Oh I have no doubt.” The Prosecutor-Discord. “But let’s move on. I recall you visited Rarity briefly yesterday before you visited Fluttershy’s, is that right?”

“Yes.” Starlight said back.

“And did you place Rarity in a trance?”

“Yes.”

“And what instruction did you give her while she was in your power?”

“T-to edge herself while thinking about me, and to use a new dildo I bought for her.”

“Edging, yes. Miss Starlight, how long would you say it’s been since you allowed Rarity to have an orgasm?”

“Not since the trip to the Crystal Empire, so nearly a week.” Star bit her lip.

“And that’s the only climax she’s had in over a month, isn’t that right?”

“I…yes that’s right.” Star blurted out.

“Has this all been for Rarity’s benefit as well, Starlight?” The Prosecutor-Discord stared at her with a self impressed smile.

“A-absolutely. I mean, of course it’s for my own satisfaction as well, but Rarity has been doing really well since my visits. She keeps telling me how she’s felt more focused and productive since I started visiting her. I hear that her boutique business has even been improving.”

“Oh thank you for mentioning that, Starlight. That brings us to people’s exhibit C which our expert fashion witness will describe for the court.” Prosecution-Discord put up another poster board with one of Rarity’s detailed dress design blueprints. Another Discord appeared wearing a black turtleneck, French beret and a cigarette with a long ivory holder. His words came out with a poor attempt at a French accent.

“Ziss is the second to last dress that Rarity designed. Note the elegant silk skirt, ruffled and lined with lace in the old Victorian style, but instead of white lace like the traditional Sports Victor approach, she has elected a red lace lined with rubies, creating a look of classic modernity Notice how she eschews additional gems on the top so as to not draw away from the impact of a large ruby necklace intended to be worn as an accessory.”

Prosecution-Discord added, “For the record I wish to also note the wrist length sleeves, covered shoulders, and that the ruby necklace is the centerpiece of the design with no visible cleavage. It’s a beautiful dress, isn’t it?”

“I guess so.” Starlight replied.

“Is there a point to this line of questioning?” The Judge-Discord asked.

“Oh there certainly is your honor.” The Prosecutor-Discord replied. “It will all be clear with exhibit D, or should I say, exhibit double D.”

Another poster board was placed on the display with a design, but this dress was very different in style. The odd beatnik-Discord dabbed his cigarette and blew a few smoke mobius strips. “Ziss is Rarity’s most recent design. It hasn’t been released to stores yet. Notice instead of a classical top she has made a design you could call an integrated corset with gold thread laces and is designed to push up the breasts and reveal as much cleavage as can be. The design description notes that ziss design is unsuitable for anyone that doesn’t have at least C cups. Emerald gemstones along each of the corset busks emphasizing the stark skinny waist and large breasts. The skirt also sits well above the knee with the same red lace, but it now serves as a sort of invitation to what may be underneath.”

Prosecution-Discord smiled over at the jury then back to Starlight. “My question to you, Starlight Glimmer. In light of this evidence, would you say that your conditioning of Rarity through orgasm denial is having a significant impact on her creative output?”

“I…I would say so.” Star was forced to admit.

“But I’m sure you think this is a positive effect to change Rarity from a high fashion icon into a provider of sleazy near-lingerie?”

“I don’t think it’s sleazy.” Star protested. “It’s obviously much more sexual, but it’s still a beautiful dress. If anything, my control of Rarity is giving her new creative ideas.”

The Prosecution-Discord pursed his lips. “Oh I see. And is that also your argument for what you’ve done with Rainbow Dash and Sunburst, Shining Armor, and Cadence? Isn’t it convenient how it happens that everyone’s best life stems back to becoming your sex slave?”

Star slammed her hands on the edge of the witness box. “So what if it does? There’s nothing wrong with sex and nothing wrong with them submitting to me. What I’ve done to Rarity hasn’t made her any less of an artist and I haven’t made Twilight hate books. You act like I’m twisting them into something they aren’t, but that was your style of control not mine.”

“Let’s make sure the record recorded that. You claim you’re not changing them into something they aren’t. Let’s go back to Twilight Sparkle. She’s the Princess of Friendship. It’s kind of her thing wouldn’t you say?”

“Absolutely.” Star replied, feeling a sense of dread.

“And your testimony is that you aren’t fundamentally changing people. Let’s have the Jury see in Exhibit R, what the Princess of Friendship was made to do.” A giant CRT television with a VCR was rolled into the courtroom and flashed on, showing Rainbow Dash’s room on the train on the way to the Crystal Empire.

“Help me Twilight! Whatever Star is doing it’s wrong!” Rainbow Dash protested desperately as Starlight used her magic to try to keep Rainbow restricted.

“Twi, hold her!” Came Starlight’s flat command.

“Don’t listen to her Twilight! Whatever she told you, it’s a lie. I’m your friend!” Rainbow spoke out, desperate to reach her friend as Twilight stared at them both with a look of fear and conflict.

“I said hold her, Twi-slave!” Star barked at the conflicted princess.

With that her resistance ended and she helped in preventing Rainbow from escaping.

“I’m your friend.” Prosecution-Discord repeated, clicking his tongue on the roof of his mouth. He walked dramatically back towards a prosecution desk that popped into existence. “You had the Princess of Friendship betray her own friend. If that isn’t Twilight into something else I don’t know what is.”

The whole room became silent but for muttering from the jury. Star looked at the video, remembering the event. She had almost been discovered then, she’d had to be firm with Twilight for the sake of everything else. “Is there a question? What do you want me to say?”

“I want the truth.” Discord slammed his hand on the desk.

“You can’t handle the truth!” Starlight shouted back. “The reality is friendship is an illusion. It’s all conditional. The moment that friendship becomes inconvenient, people will leave you. Do you think Fluttershy would be your friend if you went on a rampage again? All of that talk about being best friends is just a nice way to describe people who just have the same interests. I’m showing Twilight and the others something better and stronger than friendship will ever be.”

“Oh yes, you’ll SHOW them.” Prosecution-Discord replied back, pointing at Star. His arm stretched from the prosecution desk up to the witness stand. “That’s because Twilight and her friends were the ones who ruined your little Jonestown. Everyone used to follow you. You gave everyone in that town something so much better than freedom, is that right?”

“That’s right.” Star said defiantly

“And Twilight took that all away. You needed to prove to them how wrong they were, you wanted to show them up, to get revenge, didn’t you?”

“You’re damn right I did!” Starlight shouted back. “I wanted them to know their friendship wasn’t better than what I made, that they destroyed something good.”

“No further questions!” There were sounds of shock and ooh’s from the gallery.

“Has the jury reached a verdict?” The Judge-Discord asked.

“We have.” The Foreman-Discord replied. “We find the defendant, Starlight Glimmer, guilty.”

There were cheers from the jury and the gallery before Judge-Discord banged his gavel. “Starlight, you have been found guilty of subverting free will, slavery, and being a bad friend. Your desire for vengeance cannot justify these actions. In the view of these heinous crimes, the appropriate punishment is hard to determine. Your exploitation of so many individuals leads to a singular sentence being difficult. The court will be forced to spend some time experimenting.”

Judge-Discord reached out and tapped Star’s forehead and everything went black.

Author's Note

I'll make a blog post that lists some of the various references in here I added for Discord oddity.

Chapter 23: Every Punishment All at Once

Well I don't know why I came here tonight

I've got the feeling that something ain't right

Starlight came to in a tiny warehouse, tied up and gagged on a chair. In front of her, Discord stood dressed in a white shirt and black tie, black pants and suspenders. Some sort of country song was playing from a radio and Discord was singing in a low mutter and dancing to the beat.

...And I'm wondering how I'll get down the stairs

Star struggled and groaned from her gag. There might still be some way. No matter what Discord had planned, there was a chance if she could just keep talking to him.

Discord finally looked over as he kept humming along to the music. "I just have so many wonderful ideas on what to do with you. I barely know where to start. Though this seemed like a good place."

Discord straddled Star’s lap, moving in close so his breath was on Star’s neck and a straight razor appeared in his hand. He slid the dull edge along Star’s cheek, then firmly gripped her chin with one hand. “Hold still.”

Losing control, yeah I'm all over the place

There was just the sound of the radio and Star’s panicked groans.

Clowns to the left of me
Jokers to the right
Here I am stuck in the middle with you

Discord stood up and stumbled a few steps away and looked down at the blue pendant necklace he had cut off of Star’s neck. “You certainly won’t be needing this anymore no matter where you end up going.”

Starlight managed to work the gag out of her mouth. “Discord..stop. I just want to talk.”

“We’re way past that, Star. You were convicted by a jury of my peers. All that’s left is figuring out the best way for you to serve proper penance.”

“Why did you wait till now?”

“Hmm?” Discord glanced curiously.

“I’ve had Twilight in my control for a while now. Why did you wait until I came for Fluttershy? It was fun seeing what I’d do to Twilight wasn’t it? Maybe you felt nostalgic for seeing Twilight get put in her place.”

“Ah, poor poor Starlight. Maybe that line would have worked before Tirek used it on me, but I’ve grown as a person. I’m a much wiser omnipotent being now. You’ll be all the entertainment I could possibly need. We have so much time to decide what your fate will be.”

Discord put his foot on the chair and pushed it over. Star fell backwards and as she and the chair hit the floor, she shattered into a million pieces like glass. Each fragment became a tiny mirror, showing something inside.

“Discord….it isn’t that I’m not happy to see you, but I’m really busy and I’m not sure I have time to properly appreciate a gift right now.” Twilight glanced suspiciously at the giant gift wrapped up in massive red bows.

“If you’re so busy then this is perfect timing. This is to help make your life easier. Go ahead, please have a look.”

Twilight pulled at the bow of the present, and all the wrapping paper slipped away to reveal an Equestrian standing rigidly inside of a box. She had purple hair with teal streaks flowing down her back. She wore nothing but a white spandex one piece and stared straight ahead into the distance.

“Discord, what is the meaning of this?” Twilight scowled.

“Hmm?” Discord looked confused. “Oh, how silly of me. Of course you would think that….no! No, this isn’t a real person. It’s just a doll.”

“A doll?” Twilight looked incredulously at him.

“That’s right. It’s a special creation of mine, made to help you however you need. Watch. Star, raise your hands.”

The apparent doll wordlessly complied and lifted both hands up into the air.

“Star?” Twilight asked curiously.

“Yes, that’s the name I gave it. Just calling it a doll gets tedious. But you could change it if you wanted.”

“It just sounds really familiar is all…I could swear I’d heard that name before. And you’re sure it’s not a person you did something to…right?”

“Really, Twilight. I’m hurt to hear you suggest that. The old Discord might do that, but I’ve turned a new leaf.” He twisted around by his waist in a full circle, suddenly holding a giant maple leaf in his hands.

Twilight furrowed her brow and reached out with some magic spells to probe the ‘gift.’ Life detection, species classification…any kind of spells he could think of to double check Discord’s claim. Everything came back negative. As lifelike as Star seemed, every test confirmed it was just a magical construct. “This is really weird.” She said finally.

Discord gave a satisfied smile. “I understand it’s a lot, but once you try it for a few days you’ll wonder how you lived without it. Star, go make us some tea.” The doll instantly opened the glass wall of her inner box and walked towards the kitchen. “Any command you give it, Star can follow, from carrying things to making snacks to looking for books. Trust me, you’ll love it.”

“Well…I guess it can’t hurt to try.” Twilight said slowly. She resolved that she wanted some additional time to evaluate this odd gift.

After a week, Twilight was working on another one of her magical projects. “Star, go find any books that discuss rejuvenation magic.” Without hesitation, Star walked over to the shelves of Twilight’s library while Twilight poured over the books currently in front of her. Discord had been right. Star was incredibly useful. She was even able to scan through books and look for keywords, making Twilight’s research go much faster.

‘It’ was able…technically. It was easier to talk about Star like a person, even though every test Twilight had conducted the last week confirmed Star wasn’t and had never been real. Twilight was getting accustomed to the help as well, though she still felt a bit self conscious when others were around. She hadn’t used Star for anything while her friends were over.

Star returned with four books in her arms and set them down neatly next to Twilight.

“Thank you Star.” She replied. She reached up and ran a hand through Star’s hair, then pulled her hand back with a blush. Why had she done that? She’d started thanking Star for finishing tasks the day before because it seemed natural, but now giving the doll a pet on the head…It had felt like a nice gesture, like a way to praise a dog, but Star wasn’t even a dog. But she was more than one too. She was... Twilight decided she’d done enough research for the day and dashed out of the library. With no new orders, Star remained standing straight up, eyes forward in the dark library.

After twenty minutes, the door to the library opened and Spike snuck in. He looked around furtively and then walked up to Star. He stared at her and bit his lip. Tentatively, he reached out and squeezed her breasts, watching Star to confirm there was no reaction. After that, he leaned in and smelled her hair and pressed his body against hers. He felt his cock stir, pressing against Star’s waist through his pants. He let out a ragged gasp and after looking around one more time, unzipped his panda and pulled them down to his ankles. With a deep blush, he slid his dick between Star’s thighs, shuddering from the warmth and pressure.

He started to rock his hips back and forth, sliding his member between Star’s legs while letting out little gasps. Star remained silent and passive, even as Spike grunted and came, shooting strings of cum that landed on the floor in front of her. Spike pulled back with a mix of pleasure and shame. “Oh Celestia …that….” He quickly pulled his pants up and pulled a towel out of his pocket to clean up the mess he’d made and dashed out of the library.

A book on the table hopped up on two newly created legs and horns popped from the top of the book along with two googly eyes appearing on the spine. “Well well. That didn’t take long.” The book spoke with Discord's voice. “Although, Spike has a lot of pent up libido so I’m not surprised having such a realistic doll around would spur him to some experimentation.” Star remained motionless, but her eyes looked down at the book-Discord looking to carry some sense of anger with just her eyes.

Star stood naked on Rarity’s podium with the designer’s hands carefully caressing over her bare form. “Hmmm, yes something more casual this time. Not leisure-wear, but a dress with some versatility. Maybe start with a smaller chest.”

She squeezed Star’s breasts and they shrunk down to around the size of Twilight’s. Rarity reflected on just how convenient this doll was for making designs. It allowed her to plan and adjust for all sorts of body types, making her designs even more inclusive. Rarity put her hands under Star’s shoulders and pulled up to make the doll two inches taller. She’d been very skeptical when Discord delivered the realistic doll as a gift, but now she couldn't imagine designing without it.

Shining Armor turned over in bed and tried to wrap an arm around his wife, only to discover she wasn’t in her usual spot. “Mmmm, Cadance?” He looked up and saw her sitting on the edge of the bed, fully dressed and pulling on a pair of heels.

“Good morning Sweetie.” She leaned in and kissed his cheek. “I’m sorry if I woke you. There’s an early meeting I have to attend, some issue with the local farm area.”

“Mmmm. Noooooooo.” He let out a little plaintive whine. “Stay in bed with me.” He slid over and wrapped around her waist and nuzzled into her thigh.”

“Oh I just can’t, honey. I wish I could.”

“You know how your noble guard gets in the mornings.” Shining whispered, starting to kiss down Cadance’s thigh along the narrow slit in her dress. “He needs his noble queen.”

“Oooh, my poor baby!” Cadance giggled and squirmed away from him. “If you’re that desperate, then go use the marital aid Discord gave us.”

Shining sat up slowly with a look of hesitation. “Are…are you sure?”

His wife grinned and leaned over, kissing him again. “Of course. It’s just a toy to help us out and I don’t mind you letting off a little stress when I’m not available. With all our responsibilities, it’s selfish for either of us to insist we only cum when we’re together. I’ll be back by lunch and I bet my selfless knight will be ready to go again.”

She stroked his cheek and headed out. Shining Armor got out of bed, adjusting his boxer shorts to accommodate this morning wood. He didn’t mind if Cadance used the toy Discord had sent them to masturbate, but he had been worried she’d feel offended if he used it, what with how it was designed. With her assurances, he moved over to the side closet and opened the door. The purple and teal haired doll knelt there and looked up at him and opened its mouth in anticipation.

Shining Armor slipped his cock out of the opening of his boxers and, while gripping the Star doll’s hair, shoved his member into his waiting mouth. Shining groaned as he felt Star’s tongue slide along his cock and the doll’s head started to bob. His hips bucked in response as the warmth and soft lips sliding along his member worked to build his arousal. He yanked on Star’s hair, pulling her onto his cock harder and harder till he was furiously fucking her face. It didn’t take long before he shot his load down her throat, pulling back out as a second spurt covered her face. Shining Armor let out a happy sigh, feeling so refreshed after cumming first thing in the morning. The marital aid doll was definitely handy. It was even self cleaning. Shining wiped his flagging cock clean on Star’s hair, tucked it back in his boxers and closed the door, leaving the doll in darkness.

“It’s it so much nicer when you’re helping people, providing a needed service? That’s what friendship is all about, don’t you think?”

Star managed enough volition to talk as she remained kneeling in the closet. “Are you happy with this, just whoring me out to people?”

“The punishment should fit the crime, right? And you mostly were turning people into your sex toys. And you planned to make so many more like that as well."

"You're being hypocritical. No one would accept using me like this. You're changing people even more than me."

"Oh I'm barely doing anything. All it takes is a little nudge to let people accept the idea you aren't a person. Everything they do after that is just what comes naturally. And don’t worry, not every punishment is pure sex, there are a few fun twists here and there.”

“Hey, Mac.” Applejack called out. “That new cow is getting full, can you help me out with milking her?”

“Yyyyup.” Macintosh wiped his brow and set down the hoe he was using to break up dirt to set up for a small vegetable garden near the barn. He followed Applejack inside and stared at the cow. It was a strange specimen with teal fur and two massive udders each bigger than a watermelon that almost hung all the way to the floor as the cow sat on all fours. It looked over at Applejack and Big Mac and let out a plaintive moo.

“I tell yah, Mac, this cow is fussier than an April Junebug, but it sure does keep us stocked.”

“YYyyuup.” Mac unbuckled his belt and pulled his jeans off and lined up behind the Star cow, seeing the creature was already overflowing and wiggling its behind desperately. The livestock produced so much milk, using just normal milking techniques could take an hour. They had to do anything they could to speed up the process, and what worked best…

Applejack lined up eight steel buckets nearby, placing two under the huge teets. “Alright Mac, I’m ready for ya.” Applejack gripped the cow’s nipples and tugged while Macintosh thrust his dick into her.

“MOOOOOOO!” The cow let out a hot cry and thick streams of milk poured out from her teets with each tug of Applejack’s hands and thrust of Macintosh’s hips. Mac did his best to hold back, but the pleasure eventually was too much and he came, speeding up his hips even more and continued thrusting until he finally was too soft to properly continue. Thankfully by then, there were only two buckets left to fill and Applejack managed to go the rest of her way.

“Whew! Eight pails was just barely enough. At this rate we’ll be able to sell ice cream and milkshakes at the next county fair.” Applejack declared.

Quibble Pants looked carefully at the life sized action figure, staring with an expert eye. “Not too bad, the craftsmanship is top notch, but you made a critical mistake.” He said to the convention artist. “I admit that the concubine looks like a perfect recreation From Daring Do and the Harem Slaves of the Snake God, but you used emeralds on the breast pasties instead of green peridot!”

“Party…party…party!” Pinkie Pie sang to herself as she grabbed balloons and filled them up with helium, tying them up to a huge bunch. “Hmmmm this party would be a great one for the big unicorn shaped balloon.” She grabbed a big, flabby teal and purple balloon and attached it. It quickly expanded into the shape of Starlight and then kept inflating, getting bigger and rounder, until soon it was hands, feet and a head all sticking out of a massive inflated balloon ball.

Twilight looked at the silent Star doll. It had been a week since she had reached out and petted the doll’s hair. She had finally decided that she needed to explore the feelings she had been having. The doll was so incredibly lifelike, it was natural she could have some reactions as though it was a real person. Ever since then her mind had been twisting in all sorts of wicked directions.

“Star…I’m going to kiss you.” Twilight declared. Star gave no reaction, not being given anything that could be considered a command. Twilight leaned in and pressed her lips to the doll, feeling warmth, but there was still absolutely no reaction. “Star…kiss me back.” With the command, the doll silently wrapped her arms around Twilight and kissed deeply, parting her lips and let her tongue reach out to dance with Twilight’s, yielding and giving exactly how much Twilight wanted in return.

Twilight stumbled a step backwards, panting for air and blushing crimson. This wasn't meant to be a sex doll. Was this Discord’s plan all along, to embarrass her? Or maybe this was just another way for the doll to be helpful. Twilight looked back at Star and moved forward. “Star, kiss me more.”

A.K. Yearling paused and looked up from her paper, trying to think of the best way to describe what happened next. It was one thing to be there in the moment experiencing her adventures and another to describe it in a way that would paint the picture to the readership. “Star.” She looked over at the doll she’d received from an avid fan. “Get on all fours and raise your rear end up. You’ve been made incredibly horny by the tentacles. Their pheromone slime has left you nearly mad with cock lust and you can’t think about anything but being impaled by the tentacles.” The realistic doll did its best to simulate the feelings and emotions of the description Yearling gave it.

The author nodded, happy to have an external reference to use and started to come up with some great descriptions. Daring Do and the Cave of Tentacles would be the best seller she’d had yet.
‘

“Pardon me, young man.” Flim said to a passerby. “You look like you’re having a rough day.”

“You look like you could use a little pick me up.” His brother, Flam added. “Please allow us to show you the one of a kind Flim Flam copyrighted Starhole!”

They both pointed at a particle board wall with a hole at roughly waist height. The wall was painted with arrows all pointing down at the opening.

“Why for a mere ten bits, you sir can place your member this in this glorious hole, on the other side of which is a vixen of unraveled sexual enthusiasm ready to see to your pleasure. Would you like to give it a try?”

Sunny Starscout looked at the ancient map. It was clear that some important artifact of old Equestria was here. It was labeled as a site extremely important to the old Princess Twilight. There was nothing to do but start looking through the ruins. It wasn’t long, however, before she noticed a streak of purple hair underneath a rock. In a panic, she pushed the stone aside, but the person there was covered in moss and had vines wrapped around their body. They were unmoving, but still were warm to the touch…alive, and yet seemed to have been laying in this hidden place for centuries.

Sweetie Belle looked at her two friends. “Alright Crusaders, today has been the weirdest we’ve ever had. Not only did all three of us wake up to find we’ve turned eighteen years old overnight, but Discord gave us this sex-ed doll to try.” They all looked at the naked Star doll spread eagle on the floor.

“I don’t get why he gave us a girl doll if it’s supposed to be to help teach us.” Apple Bloom muttered.

“I don’t know…I don’t think it’s so bad.” Scootaloo said, eying Star and biting her lip.

Star looked around, feeling strange. She was on some massive, endless expanse of flat brown ground. Her vision felt weird…too high, like her eyes were higher than her head. There was a rumbling sound, and a mountain sized Fluttershy appeared on the horizon. “Here you go, Mrs. Snail. Some yummy leaves for you to try.” The giant placed several leaves, each twice Star’s size on the ground. Star tried to talk to the leaves, but could only slither slowly with a trail of mucus coming out of her single foot. She realized that Mrs. Snail was her, and the endless expanse was the same color as Fluttershy’s dining table. Star tried to scream, but had no mouth with which to do so.

Maud flipped her head around. For the briefest moment, she could swear she’d heard a tiny scream from one of her rock shelves. She looked around, but everything looked in order. She turned back to her desk while a purple and teal polished geode and a piece of mottled flint watched from the shelf.

There are image versions of the following conversation which I have made into separate blog posts.

List of Images

Single animated GIF

Either option will show the rock conversation below

Seriously? A rock?

This has to be the silliest punishment yet.

I’ll have you know Celestia kept me as a rock for over a thousand years. I thought it was a pretty good punishment.

It’s a lot kinder. No ironic sex slave situation. It’s peaceful like this. You can just be a rock.

How long do you intend to keep this up?

Until I decide which punishment is most suitable for you.

You’re obviously running out of ideas. I mean, Pinkie Pie blowing me up like a balloon?

Hey, this fic is years old at this point. Adding an inflation tag might help bring in a larger audience.

What?

Nevermind, you wouldn’t get it.

I think I get why you’re doing this, though. All these wild punishments... You know exactly what would happen if you just reversed my hypnosis on everyone and let Twilight deal with me. I’d be confined somewhere extremely comfortable while Twilight continued to try to reform me. And that would bore you to death.

Twilight really doesn’t have any flair when it comes to such things.

But that’s the right friendship answer, isn’t it? Everyone would insist on trying to find some way to redeem me.

Suddenly Starlight was inside of a small stone room with metal bars with Discord on the other side. For some reason she intuitively realized this punishment was that she had been banished and then thrown into a dungeon in the place she’d been banished to.

“Hmph. Unfortunately for you, I’m the one that’s here to decide your punishment, not anyone else.”

“That’s right.” Starlight held onto the bars and looked out at Discord. “The point though, is you can see there’s something missing from Twilight’s friendship. Sure, there are benefits, but you don’t trust her to know what to do with me. You can sense that friendship is incomplete, insufficient.

“What are you talking about?”

“Why did you wait to confront me?”

Discord sighed. “You already tried this line and there’s no secret evil longing you’re going to find.”

“I don’t mean why you waited after I took Twilight. I spent three days trying to get Fluttershy under my control. Why did you wait until I finally succeeded?”

“There wasn’t any need at first. I’ve seen these kinds of stories before. You were going to mess up and be caught eventually. It seemed like Fluttershy was going to be the end of your story until you pulled that last minute escape.”

“That’s right, you watched as I released some new behavior from Fluttershy that almost ended me. I managed to get control by the skin of my teeth. But you didn’t stop me then, you still waited while I spent time to cement my control and worm my way in. Sure, anything I did you could reverse, but the fact you waited means on some level you enjoyed watching to see what would happen and what I would do to Fluttershy. And that means you aren’t as satisfied with friendship as you let on.”

“What is this? Are you deeming to interrogate me?” The room shifted to a dark office room with Discord sitting across a desk from Starlight with a bizarre machine staring at Discord’s eyeball, measuring micro dilations and contractions. “How dare you psychoanalyze me. That turtle had it coming!”

Star pushed past the new environment and the non sequitur. “I think you feel the same thing that I do. When it comes to friendship, something is still missing. There’s still a distance, a barrier, you’re always kept just at arms length. People create these arbitrary boundaries and won’t let you get any closer.

“There are things Twilight has never told anyone…thoughts and desires she’s afraid to even admit to herself. Friendship would never let those things out. I saw them, though. Fluttershy is very selfless and giving. And yet…there are things she hides from all her friends. Maybe you’ve sensed that there are depths she keeps from you. Maybe you wanted to see them. And you could let me do the dirty work, push past her boundaries, and you’d get to see what she’s hiding without being a bad friend. It was shocking, wasn’t it, how assertive and domineering Fluttershy became when I started digging?”

Discord hesitated and his iris shifted in size. “It was certainly surprising.” He admitted.

“What you saw just scratches the surface. There’s so much more to learn about those hidden depths. Fluttershy would never let this side surface among friends and would suppress it as much as possible. But with me, it can come out in all its glory without Fluttershy needing to feel fear or shame about it. This has been my answer to what is missing in friendship. I don’t want people to wall themselves off to me, I want all of them. Wouldn’t you like to see all of Fluttershy? Let me show you how much more of her there is to experience.

“Interesting.” The machine registered a heightened heartbeat and pupil dilation.

Starlight stared into Discord's eyes, picking her next words carefully. “I assume all of this has been like an illusion. Fluttershy should still be in trance, laying on her bed, waiting for more instructions. It is clear you have very strong feelings for her, but as things are now you can't see all of her. With just a couple minutes to give her an instruction, I can show you all those hidden sides.

Discord frowned, but Star could see his curiosity was piqued. He grabbed Star’s hand and pulled it up to his mouth. He stuck out his long, snakelike tongue and twirled it around Star’s middle finger and thumb. “Here, this is a one use, tiny fraction of my power. No messing with reality, just enough for a quick and painless scene transition. Show me this other Fluttershy before I change my mind.”

Star stared at her fingers for a moment, then tensed her thumb and middle finger together.

*SNAP*

Discord and Star were back in the living room with everything looking the same as before the chaos god’s arrival.

“For a presentation, there’s a distinct lack of Fluttershy here.” Discord said wrly.

“She just needs a good entrance. Why don’t you say hello to Miss Butterfly.”

The door to the bedroom opened and Fluttershy sauntered in with a sly smile. Discord’s breath caught in his throat as he saw how she was dressed. Her breasts were exposed with her nipples covered with a black X of tape and held up in the air by a black leather corset. She wore thigh high black latex boots with buckles that traveled along the entire length of them. She was wearing a pair of tight latex panties and on top of which was a large black strapon, waving firmly with little shifts of her hips. “Well hello there, Discord.” She said with a seductive grin.

“Fl-Flutter….shy.” Discord stuttered. He stepped back under the weight of her stare.

“Now, now, Starlight told you what my name is like this.” Her hips swayed heavily as she unhurriedly strode towards Discord. She came into arm’s length and ran her index finger down his chest and playfully circled around his nipple through his suit. “Call me Miss Butterfly. That’s easy, right? And good boys who use the right name can get rewarded.” She pressed her chest against Discord and gave his ass a squeeze.

Discord looked over at Starlight, a bead of sweat rolling down his face. “This is all her?”

“You can confirm for yourself. This other side is where she ends up putting all her desires to be assertive and all her pent up feelings she usually suppresses, including her sexual frustrations and it takes far less than a nudge for her to want to take out some of those sexual frustrations on you.”

Miss Butterfly shifted her hips and pressed the firm silicone sex toy against Discord’s stomach. “Discord, I bet being so high and mighty gets tiring. Maybe you’d enjoy it if I helped knock you down a..Peg or two.”

Discord blushed furiously. He backed up and looked at Star. “That is……I’ve never seen her like that. She’s so…so,” He waved his hands looking for words to express it.

“People contain such interesting depths. But don’t worry Discord. You can reverse this. Just turn me back into a rock and your friendship with Fluttershy can continue just the way it has with sweet tea parties and absolutely no sexual deviancy.”

Discord looked back at Fluttershy, decked in her dominatrix gear and a smoldering smile on her face. He glanced back at Star. “Well played, Starlight, well played.”

He snapped his fingers and froze Fluttershy in place. “I’m not saying you aren’t being a bad friend, but friendship would never let me see this side of Fluttershy. Maybe there’s something to your idea that it’s incomplete.” He pursed his lips. “For the record, I think you’re still going to mess up and fail eventually. But... I'm willing to observe and study just what you find out in the meantime. I’ll be making sure to study Fluttershy especially closely. If you can let me access this side of her while you run your grand experiment, I'll let you continue. But with Fluttershy you best work with a very light touch.”

“Oh I will, I promise, Discord.” Star said, trying to surprise her sensation of triumph

“It’s a bet, then.” Discord replied.

“A bet?” Star looked confused.

“That’s right. You say what you’re offering is better than friendship, so I’ll let you work to prove it. If you have a better way, I’m sure it won’t be a problem to have Princess Celestia come around to the idea. If you actually have confidence in this claim of yours, I'm sure that's your ultimate goal, right. Anyway, I have a certain Frenchman I’m overdue to torment so I can’t stay, but I’ll be back to learn more about this new side of Fluttershy," He blushed a bit deeper, “And to make sure you keep up your side of things. Don’t let me down Starlight.”

Discord vanished and Star stumbled backwards onto a couch. She had somehow survived. She had assumed convincing Discord to sit back and watch would be easier than it had been, but she’d done it. But in its place, Discord had laid out a line in the sand. If she wanted to prevent Discord from coming back and stopping her on a whim, she would have to enslave everyone, even Princess Celestia herself. Whether that was even possible, Star had no idea.

Author's Note

ahhhhhhhhhhhhh. I went a bit overboard and had some technical issues here and there, but here we are, the most unhinged chapter I've released

Chapter 1: Season Re-Finale

“What’s happening now?”

“It’s dark. In this timeline Nightmare Moon won.” Twilight kept her hands resting in her lap. Her skirt was hiked up, revealing striped blue panties underneath. Her eyes remained closed and her head hung down, totally limp. Spike sat next to her with his eyes closed as well, absorbing Twilight’s words.

“That sounds dangerous. Does Nightmare Moon capture you?” Starlight walked between them both and rested her hands on their shoulders.

The contact made Twilight gasp gently as she spoke. “Ahh...yes she does. We’re taken to the throne room. Oh no, Rarity, Rainbow Dash, they serve Nightmare Moon.”

“It’s okay.” Starlight whispered. “You’re so clever Twilight. You can find a way back to the map.”

“Yes. I can do it. Nightmare Moon...she insists I show her the time travel magic. I take her to the map and cast the spell before she can stop me.” A soft smile formed on Twilight’s lips as she experienced the thrill of her escape.

“Very well done.” Starlight purred into Twilight’s ear. “And just like before, travelling back in time makes you slip deeper.” Twilight and Spike both let out a long sigh as their minds let go a bit more. “And now you have to stop me.”

Starlight smiled as one of Twilight’s hands moved from her lap and began to stroke lightly against her panties. She turned to admire Spike. She’d been spying on him when Twilight and her friends had celebrated his adulthood ceremony, though it was the first time Starlight had seen him up close. He had a very fit, muscular physique held under a loose t-shirt, and he now sported an impressive tent in his jeans. The suggestion for them both to become aroused when thinking about Starlight was working well.

Starlight had been plotting revenge ever since Twilight had taken her village away. She'd considered everything, but plan after plan had run into the problem that Twilight would always have more magical power. Starlight may have been one of the strongest of all Magic Equestrians, or unicorns as the subspecies was commonly called, but Twilight was in a class of her own as an alicorn. She could surprise Twilight with a few tricks, but any plan requiring her to consistently out-magic Twilight would be a losing one. Then she finally came across a non-magical technique that could bring even a mighty alicorn to its knees, hypnosis.

The technique was powerful, but required calm and trust. Twilight would be neither calm nor trusting when she caught sight of Starlight again. She would have to distract Twilight somehow. That had been the purpose of the light show on top of the cutie map. Twilight was focused on the huge magical energies in front of her and didn’t notice the Fiducia Compelus spell that she had cast. It was a weak spell, only able to plant a small suggestion in someone’s mind. Starlight offered a simple suggestion, to focus on the lights and listen to her voice.

It had gone perfectly, and Starlight soon had them both sitting and deep in trance. Now she was weaving a new reality for them. Twilight and Spike were in a shared hallucination, going back in time trying to stop Starlight from changing the past. They would fail and come back to a ruined Equestria then try again, dropping deeper into trance and the hallucination each time.

Twilight ran through a litany of villains that ruined Equestria, even imagining singing con-men taking over, until finally she described a dead wasteland. At that point Starlight was satisfied that her words could reach the deepest part of their minds.

“Okay Twilight. I’m there in the wasteland with you. You took me with you to show me what I’ve done. Now I’m pulling us back in time to when I was young, before I received my cutie mark.” She started whispering a trite story about a friend getting their cutie mark first and being sent off to magic school. It was ridiculous, but Spike and Twilight were experiencing it in full detail. They would remember it all as really happening. And why not? Starlight was weaving a story of Twilight redeeming her. Once offered the satisfaction of spreading friendship to someone, Twilight's subconscious would embrace it with full force.

Twilight had a soft blush spreading over her face as thoughts of Starlight Glimmer made her fingers stroke a little faster. A small damp spot had formed on her panties. There would be plenty of time in the future to let Twilight go even further, but for now, Starlight needed to lay in the last of their suggestions. She idly stroked one of Spike’s pointed ears and ran her other hand along Twilight’s soft wings. “You’re both feeling so thankful that you’ve shown me the error of my ways and everything is back to normal. In just a moment I’m going to wake you from this wonderful deep trance. When you wake up, you won’t remember ever being in trance. You will only remember our adventure through time and that we’ve returned home with everything back to the way it was. Any little inconsistencies your mind brings up will soon be filled in and rationalized. Everything will be normal and as it should be.”

Starlight adjusted Twilight’s skirt and guided her hands to the armrests of her chair. “When you awaken you’ll realize that it’s important to keep me close to help teach me more about friendship. And the more you think about teaching me, the more you will realize that you need to take me as your pupil and let me live in your castle. Isn’t that right?”

Twilight murmured in assent.

“Now, there is a very special phrase I’m going to teach you both. When you hear this phrase you’ll sink back down and be open for my words. That special phrase is: Obedience is Magic. Repeat it for me.”

“Obedience is magic.” Twilight and Spike gently intoned.

“Very good. You won’t remember this special phrase any more than you remember the trance. It will all be in that deep murky part of your mind you can’t see. Now as I count to 3, you’re going to wake up, feeling so relieved that our adventure is done, and so happy to have me as a new friend. Ready to wake in 1….2…..”

Author's Note

A bit of a side project inspired by the fact Starlight Glimmer is now essentially the MLP patron saint of mind control.

In case there's any confusion, characters are all humanized with secondary racial characteristics, wings on pegasi, small horns on unicorns etc. The work of racoonkun would be the best visualization. Examples here, here, and here.

Chapter 12: All Aboard for the Crystal Empire

The train would be leaving in forty minutes. The ride to the station took twenty. She was crazy to even consider it. She paced anxiously back and forth inside her boutique. Everything was ready for the trip. Her bags were packed and sitting near the front door. She’d even managed to pack light, only needing six suitcases to hold the bare essentials. She was dressed for the train ride in a casual white sundress with a thin belt on her waist allow the skirt to flare out more strikingly. Below the belt there were blue flower prints which matched her hair and her mule sandals. “Now see here.” She said out loud to herself, “Your taxi will arrive in ten minutes. There’s just not enough time.”

The craving grew stronger. “B-besides, you’d have to fix your hair, so really you’d have five minutes, tops.”

The craving hit her again, answering that she would have less and less time the longer she resisted the inevitable. A shiver ran up her back as that word came to mind, along with the image of what the inevitable would feel like. Rarity let out a little whine as her willpower diminished. She tried bargaining instead. She had a private cabin on the train and wouldn’t have the time crunch. She could just wait forty minutes and do it then. But it was no use. The craving would neither be denied nor delayed. Every second made the urge worse.

Her body began to warm up as her mind thought over what it would feel like. She realized if this kept up, she might be even more disheveled from resisting. That thought finally broke through her resolve and Rarity scampered towards her bedroom.

She quickly grabbed a towel from her dresser and laid it on the bed. Next, she carefully removed her sundress and hung it up then kicked off her shoes. Finally she fell back onto the bed over the towel and tugged her panties away. Her legs parted and one hand reached down and began to circle her clit. Her other hand reached up and cupped one of her breasts, groping a handful and slowly kneaded. Her body responded quickly. Her nipples stiffened up like little diamonds and Rarity began to roll and tug on them, eliciting soft groans. Her pussy quickly overflowed and her thighs grew damp with her nectar, the towel protecting her sheets.

Her body was soon perfectly warmed up and she slipped two fingers into her folds, pumping and curling. There was no time for subtlety for this session. She pushed herself faster and faster until her body was simmering, coiled like a spring, waiting for that last push that would give her release.

But then she held back, slowed down her finger’s assault and rode the edge of her body’s pleasure, locked in exquisite agony. For some reason, she simply couldn't will herself to go over the edge. Every time she got close, her fingers would slow, give her body a moment of respite, and then push her back to the brink once again.

It was strangely addicting. Rarity had been playing with herself like this more often than she could ever remember, but had not allowed herself to climax in nearly a week. All that pent up energy was just held there, intensifying more and more. When she heard a knock on her door, she almost hit the ceiling. The cab! It was here!

“F-five minutes!” She called out, praying she hadn't lost too much time. She quickly worked to clean herself and freshen up. Once dressed, she dashed to her vanity and began running a brush back through her hair to hide any muss from her undignified posture in bed. Four and a half minutes later, she opened her front door, the only sign of her previous ministrations being a slightly flushed expression.

The cabbie was waiting patiently outside next to his bicycle. Rarity had specified she had a lot of luggage and had expected a double bicycle cab, but the driver was incredibly muscular and looked like he could do the job of two average Equestrians. He was a pegasus with a short buzz-cut mohawk of blonde hair. His wings were quite small for his body, though Rainbow Dash had gone on about wing size being less important than guts or some such sports hoo-rah, so it might not be an inhibition for him.

“I’m terribly sorry for my tardiness.” Rarity smiled as the cabbie loaded up her luggage. “Will you still be able to get me to the train station in time?”

“Train station? Yeah!!!” The cabbie cried enthusiastically. Once Rarity was seated, he hopped onto his bicycle and pulled the cab with amazing speed. It was a pretty nice view in the cab too, watching his back muscles ripple through his shirt. He was quite a specimen, the type Rarity wouldn't mind at all bending her over a table and…

Her flush deepened and she squirmed slightly in her seat. It wasn’t proper to have such thoughts out in public, but her imagination had been getting more...unbridled as of late. It was like all the pleasure she was generating from her ‘sessions’ was building up in her brain, soaking it in wicked predilections.

It was affecting her work as well. Everything was still on schedule, but those wicked thoughts made her designs even more daring and evocative than usual. She’d been designing a dress for the mayor the other day, something that was able to communicate the mayor’s professionalism and the gravity of her office while still showing off her more mature femininity. Halfway through designing she’d taken a break and spent half an hour edging in her bedroom. She’d come back to the drawing board certain the design was too frumpy and made several changes, including raising the hemline an extra inch and allowing the top to accentuate the mayor’s cleavage. It was still a professional looking dress-suit but pushed the envelope far more than Rarity would normally go. Still, she expected the mayor would like it.

Rarity was filled with a lot of ambivalence over how this new hobby was affecting her. The pent up arousal she was steeping in was shifting her design sensibilities, but made them no less acute. In some ways it may have even enhanced them. Her eye for adding sensual touches to an outfit had never been sharper. Her eye for finding sensual details in everything had become much more sensitive, like her mind was trying to nudge her into getting the release it wanted.

It wasn’t something she could worry about for the time being. She needed to focus on the Crystalling ceremony. Even after that, who could she even talk to about this? Developing a habit of constantly masturbating but never allowing yourself to cum seemed way outside the purview of friendship lessons, so Twilight and the others were right out. The idea of Celestia finding out such a shameful thing would be even worse.

It was unlikely there were any doctors in Ponyville equipped to deal with such issues. There might be specialists in Manehattan, but if word got out Rarity was seeking therapy from an expert in sexual deviancy, it could damage her reputation in the fashion world. Perhaps Zecora was a compromise, but Rarity was on the fence with that. For now, she would bear things and enjoy the Crystalling and the glamour of the Crystal Empire.

True to his monosyllabic promise, the cab driver made it to the train stop in record time. Rarity had managed to cool off as well. She gathered a generous tip and gave it to the cabbie once he had set down her bags. As she dropped the bits into his hand, she allowed her fingers to gently graze his wrist. He didn’t seem to notice the contact, but it made Rarity’s fingers and ears tingle.

It wouldn't be long now. Once she was in her cabin she would have all the time and privacy she needed for a proper session. Even though she never reached a climax, there was a certain duration Rarity needed to keep sated and her impromptu time before the cab arrived had only been enough to hold her over. There were still ten minutes to go before the train was going to leave.

“Heyyy Rarity!” Pinkie Pie yelled as she leaped from behind and glomped onto Rarity’s back.

Rarity gasped and suppressed a shudder as she felt the warmth of Pinkie’s chest pressing into her. “Ahhh, hello Pinkie.” She managed to say, reaching back and putting her hands on Pinkie’s shoulders.

The bubbly Equestrian finally let go and allowed Rarity to turn around. “Ohh this is so exciting! I can’t wait for the party after the Crystalling!” Pinkie grinned ear to ear, but tilted her head as she took a look at Rarity’s flushed and shocked expression. “Ummmmm, everything okay?”

“Oh, yes, yes everything is fine.” Rarity said with a quick smile, eager to hide the rush of pleasure she'd felt from their contact. “You just caught me by surprise is all.”

“Oh! Sorry about that. I guess I need to make my greeting yell longer, but if I’m not careful I’ll just be all ‘Heyyyyyyyyyyy’ and then I'll be out of breath. I wonder how long I can stretch it out?” Pinkie put a hand on her chin, suddenly in deep thought. “I guess I have to test.”

“Perhaps...you should wait till after the Crystalling for that, darling.” Rarity reached up and put a hand on PInkie’s shoulder. The physical contact felt nice and soothing. She gave the shoulder a little squeeze. “Yelling ‘hey’ constantly might get in the way of the ceremony.”

“Yeah, you’re right. I do need to keep planning for the PARTY after all.” Pinkie’s eyes sparkled, focusing again on the upcoming festivities. She looked like she was going to say something else, but then her head jerked to the side. “Ah, Twilight’s here. Heyyy Twilight!” Pinkie yelled as she sprinted towards the alicorn princess. Rarity giggled at Pinkie’s antics but her breath caught when she saw Star walk into view next to Spike.

Star looked amazing, wearing a halter top with bare shoulders and a pair of cut off jeans. It was simple, but accentuated her lithe form. Of all her friends, Star was the one she was most horrified at learning about her new predilections, considering she sometimes fantasized about...no she couldn't let that get to her now or she’d be beet red. She just needed to head straight to her cabin. She marched over to the train and found a porter leaning against one of the doors. “Yoohoo,” She called to him. “I need to get to cabin 215, could you help me with my bags?”

The porter seemed about Spike’s age. That comparison seemed apt as his eyes bugged out at the sight of Rarity before he nodded and rapidly dashed to Rarity’s bags, attempting to carry all six at once. Rarity giggled and took the smallest of the suitcases and the smallest travel bag. “Just these four darling, I’ll get these other two.” The porter just nodded at her and led her into the train, frequently looking back at Rarity, or more accurately sneaking peeks.

He was obviously attracted to her. The look in his eyes confirmed that. Rarity had seen that look a hundred times from men and sometimes could even tell what part of her in particular had caught their eye, though this boy seemed flustered enough he was taken with the whole package. “N-number 215 ma’am.” He said, putting on a tremulous smile and pointing at the open door.

“Thank you so much darling.” She smiled and fluttered her eyes before reaching into her purse and pulling out five bits. She reached out with the bits on her upturned hand, forcing him to grasp her hand while accepting the tip. The feel of his firm hand warmed Rarity’s skin. She licked her lips and considered whether she should invite the porter in with her. She could pull off his pants and offer something even better than bits to thank him for his help. She bet it would be his first experience with a woman. Talk about the element of generosity.

But that was just crazy. It was her sex steeped mind, again, coming up with impossible ideas. She let his hand linger, but then retreated into the cabin, giving him one last thanks before closing the door.

Only then was she able to sigh in relief. Rarity quickly looked over the cabin. It was designed for six people with padded seating for three on either side, but was all hers for the trip. The train was bound nonstop for the Crystal Empire and aside from her friends, there was only a handful of other riders. She latched the door and drew the shades after cracking open the window. Once her bags found their way to the bins above the seats she took down one bag and withdrew two towels, a washcloth, a bottle of water, and scented candles. She could keep very quiet while she worked, but couldn't hide the scent of her arousal. She’d discovered it was masked well by a mix of vanilla and coconut oil.

Finally, everything was prepared and Rarity removed her clothes and sat on one of the towels. By then, the train had begun to move, pulling Rarity away from the station, giving her true privacy. For a few moments, she waited, just feeling the warmth from her body being exposed and the anticipation of what was coming. Her body tingled, anxious to begin.

She ran her hands slowly through her hair and stretched out her back with a purr, then traced her fingers lightly down her body. She barely grazed her skin, leaving goosebumps in her wake, working down her shoulders and along her breasts. A slight caress of her nipples felt like electric shocks running up her back, but she maintained her pace, going slowly down her tummy, hips, and along her thighs, steering clear of her now simmering nethers.

This wasn’t the rush job from before. Rarity had time to savor every touch. She ran her fingers back up the way they came, then cupped her breasts, giving them a squeeze. She began to squirm in place as her pussy warmed and simmered. Rarity held back as long as she could, toying with her breasts, tracing over her tummy, even lightly caressing her ears, before she finally gave in.

Still, she maintained control. She parted her legs and traced along her mons, tickling along her carefully trimmed strip of pubic hair. Once she had adjusted to that sensation she started to caress over her outer lips, then worked inward. It was like dipping a toe into a cold swimming pool, then dipping more and more in as you adjusted.

She began to pant as her fingers circled her clit. She was so close to the edge. Now she could hold herself right there. She quickly stood and put the towel on the ground, kneeling down and bending over the seat. Her breasts rested on the warm spot where she had been sitting. She stabilized herself with one hand and reached back with the other, plunging three fingers into her folds and caressing her peal with her thumb.

She thrust over and over and bucked her hips to meet her fingers. She was right on the edge and controlled her rhythm to stay hanging in place. One thrust too quick, and she’d likely tumble into climax. She’d learned she could fantasize to keep herself on edge with less overall stimulation, making it much easier to hold herself in place just a hair’s breadth behind the point of no return. It seemed strange that she was strategizing so much on how to prevent her own climax, but for some reason, some part of her didn’t want to cum. Riding the edge was its own form of pleasure, in some ways even more intense than cumming. It made some sense. Cumming was a selfish act. Denying that pleasure seemed more...generous.

She began by fantasizing about the cab driver using those bulky muscles to hold her down, she imagined her fingers were actually his throbbing member, pushing as deep as she could take him. That sustained her for a while before she added the porter to the fantasy, wrapping her lips around him while the cabbie continued to ream her. After that she switched to imagining Big Mac in the position of the cabbie. Then she shifted to some choice unicorn she knew from Canterlot. Each fantasy could keep her going for a little while but her mind seemed to eventually grow numb and she had to shift to keep up the effect.

Finally, her fantasies shifted again and the fingers weren’t some strapping Equestrian’s cock, they were Starlight’s fingers, pushing deep into her as she gripped Rarity’s hair with her other hand. The fantasy of Star left her teetering, but she managed to regain control. She felt the dual cries in her body so exquisitely. She wanted to cum so badly. It had been so so long. But the other part of her mind loved the delicious agony of the denial and even savored it. She began to fantasize about Star whispering praise while she finger fucked her. “It’s impossible for you to cum. Just savor the burning ache of having that final climax just out of reach.”

Rarity held that fantasy for ten minutes, but could feel she was at the end of her session. Any more and she would be rubbing herself raw. She pulled her fingers out and worked on just stroking along her vulva. Then she moved to caressing her thighs, all while taking slow, deep breaths. Bit by bit, she forced her body to cool down and pulled back on the stimulation.

She finished up lightly stroking her breasts, feeling as her body died down, accepting there would be no release. She sat on the floor of the cabin, streaked with sweat and her own nectar mingling with the vanilla and coconut oil in the air. She lingered there, finally ceasing all stimulation and laid still as the last bits of heat subsided.

Once she was ready, Rarity dampened the washcloth and worked to clean herself off, then dried herself with the second towel. After she was clean and dry, she put her clothes back on and carefully fixed up her hair. Soon all evidence of her play was gone, save for the scent in the cabin that was slowly dissipating from the crack in the window. She sat back on the cushioned seats and let out a warm, happy sigh. Even without the climax, she always felt sated at the end of a full session.

When a knock came to the cabin door, she grinned, knowing her secret was safe. “Who is it?” She called coyly.

“It’s me.” Rarity bit her lip, hearing Star’s voice, “Can I come in Rarity?”

Rarity felt the slightest blush spread over her face, and something tingled in the back of her mind. She quickly unlocked the door and opened it. “Of course, dear, come on in.”

Star stepped into the room and offered a friendly smile. Rarity thought there was something slightly off with her expression, like Star was enjoying a secret Rarity wasn’t privy to, but she was too distracted by how beautiful Star was to think much about it. Star really had a glow to her that wasn’t there a week ago. Dating Twilight had seemed to bring a far more alluring side to their former enemy.

She wondered if that was why she had started thinking about Star. After all the incredible men Rarity had tried to set Twilight up with, she had chosen Star. It was probably because Twilight just wasn’t attracted to men, but perhaps somewhere in her subconscious Rarity assumed it was because Star was just that much better.

Star closed the door behind her. “How’s the trip been so far?”

“Ohhh, quite uneventful.” Rarity gave an overly wide smile, remembering it had been less than ten minutes since she’d been masturbating to Star. “I’ve just been watching the scenery go by.”

“It’s been the same for me, Spike and Twilight. We’re all sharing a cabin. I guess you got bored of the scenery after a while. Your blinds are drawn.”

Rarity looked back, realizing her mistake. She’d never re-opened the shades. She just needed to change the subject quickly. “Oh yes, it’s all the same after awhile. I’m surprised you three would just be quietly watching scenery. I assumed Twilight would be prepping you for your rendezvous with Sunburst.”

Starlight pursed her lips, “So she told you about that too?”

“Oh yes, during one of mine and Applejack's spa days. Twilight sometimes joins in. It does sound like an exciting friendship lesson.” Rarity realized her heart was fluttering a bit. Her face felt warm, like her body was close to heating up again.

“It figures she’d be too embarrassed to admit to our relationship as a couple but's eager to chat about our relationship as teacher and pupil." Star sighed. "Oh well. I was actually here to see if now was a good time to see the dress.”

Rarity discreetly pressed her thighs together. “Oh, oh, yes darling it’s a perfect time.” She’d planned to give the dress to Star once they were in the Crystal Empire, but now that Star was here, Rarity wanted her to stay. Talking with her, just being near her, it was making her feel oddly giddy. It was similar to the mental state she was in while edging. She quickly retrieved her long suitcase where she had stored the dress and pulled it out.

The dress was essentially two dresses layered together. The outer layer was a Lavender off the shoulder cut, bound above Star’s breasts and then flaring open, removing a third of the fabric that would make it an independent dress. It was almost like a pleated cape that still partially wrapped around her body. The inner layer was a purple strapless dress with long vertical slits starting from Star’s hip, cutting the skirt into two pieces. The back skirt was cut short, as the outer layer covered it. Together it represented the dual nature of Starlight, the outer shell of anger from when she was their enemy, but a part she was putting behind her, while the inner layer showed her true self, moving forward as a student of friendship.

“What do you think, dear?”

Star smiled happily as she looked it over. “Rarity it’s...it’s amazing. I don’t think I’ve ever owned something so beautiful.”

Rarity bit her lip at the compliment. It felt like the mental equivalent of a tongue running along her clit. “I’m really happy you like it. I try to do my very best work for my friends.”

“And it really shows.” Star beamed and took the dress, holding it up to her own body. “I’m going to look amazing in this. I really owe you, Rarity.”

“Really, Star, it’s the least I could do.” Rarity grinned, riding Star’s praise like she’d ridden her own fingers earlier.

“Still, I think you deserve a reward for all your hard work and your fashion genius. Put this back in the suitcase for now.”

A reward? Rarity wasn’t sure what Star had in mind, but waited to see, placing the dress back in its case. Star sat down on one of the seats. “Now sit here.” Star pat her lap. Rarity stared incredulously at the request, but her nipples both stiffened and her heart began to flutter as a rush of excitement rolled over her.

“Um...why do you want me to sit in your lap?” The part of her that preferred to edge seemed to know something very important would happen there.

“You’ll see. Just sit.” Star said back, smiling but with a firmer tone.

“I...ah, alright Star.” She tentatively moved forward and sat across Star’s lap, her back facing the window. Star wrapped her left arm around Rarity’s waist to stabilize her. Rarity stared at her in confusion, her body buzzing.

“Good, now give me a big hug.” Star instructed with that same secretive smile. Her body seemed to know what was going on and complied. She leaned in and hugged Starlight tight, resting her head on Star’s shoulder. She squirmed gently against Star’s body, anxiously waiting for...something.

Star wrapped her right arm around Rarity’s back and held her shoulder to pull her in closer. Her lips moved right next to Rarity’s ear. “Perfect,” she whispered ever so softly. “Rarity, cum for me.”

Rarity gasped as she heard what Star was saying. Did she know about...an instant later, though, her body began to quiver. The warmth in her cheeks seemed to spread over her whole body and her loins went from calm to simmering to a boil. Her gasp grew ragged as her body revved up right to the edge and crashed right over it.

Her whole body started to shake uncontrollably and she screamed as the climax hit like a tidal wave. All the arousal from the week was being released all at once. Any thought of decorum or discretion was lost as she rode the pleasure in wild bliss, holding onto Star for dear life.

The pleasure waned enough for her to gasp desperately for air before a second wave crested and she groaned in abandon. The whole train likely could hear her, but any semblance of control was gone.

She lost track of time and wasn’t sure just how many waves of pleasure she rode. Everything was all melted together. Once the final wave had subsided, she could see stars and her breath was reduced to desperate panting.

Her muscles burned from exertion and lost all their strength. She slumped into Star’s embrace. Star slowly eased Rarity down, laying her head in Star’s lap. “Mmm, that was amazing, Rarity. I’ve never seen someone cum that hard.” Star giggled softly.

Rarity worked to catch her breath, staring up at the ceiling, noticing a faint shimmering. Had Star muted sound in the cabin? She couldn’t hold onto the thought long, though, and simply stared at Star in wonder.

“Very clever with the candles, by the way.” Star continued. “But I know what you’ve been up to. I’ve been checking your progress the past few days. I was thinking I’d just use the denial for the week to weaken your resistance more, but it’s been tenderizing your mind so well, I think we should see how far this can go.”

“I...why...can you make me cum?” Rarity managed to whisper, still trying to make sense of what was going on, still overstimulated by Star’s ‘reward.’

“That’s a very good question.” Star replied with a sly grin. “I think it’s one I’m not ready to answer. We’ll just have you forget a few things.” Star removed her pendant and began to swing it above Rarity’s eyes. Rarity found her eyes locked onto the pendant and all her questions spilled out of her mind like water spilling down a drain. Now she could only focus on the pendant and Star’s words.

Author's Note

I said I'd get this chapter out by the eclipse and it's dark outside right now so I must be on time :P

This was a different chapter from the usual, first trying to dwell in Rarity's stream of consciousness. In narration, my prose got a bit more purple to mimic how I'd see Rarity's inner thoughts. There will be more fun with her in the future.

The Great Derpsby worries Rarity might just be overwritten to be a lesbian. That will not be the case, but she definitely will become even more flexible.

I love some of the scenes in this chapter and wish I was able to commission art to portray some of the choice moments, but can't really afford to do so on my own.

Next chapter will come with much less wait than this one and will be another Starlight POV as she walks around on the train and eyes using some of these private cabins to her advantage.

Story Notes:

I spent some time trying to think up a ponified name for Dan Savage but didn't come up with anything I liked so just abandoned the idea.

her imagination had been getting more...unbridled as of late. *rimshot*

I think I kept Crystalling lowercase in previous chapters after looking up grammar for christening, but the Netflix subtitles are capitalizing it on the episode so decided to go with that convention.

The description of Starlight's dressed is pretty closely adapted from this great pic here. I just toyed with the colors a bit, going with a closer matching to her hair. It turned out there was not a great term for such a design and so I went for the kind of two layers of dress approach. Curious how close my description matches with that picture in people's minds. It isn't to say that I did a poor job if your mental image doesn't match. All that's important is whether my description created something in your mind and you went "Yes that does sound beautiful."