Sci-Twi's lessons in "friendship"

"Come on, Rarity! Do we have enough or not?" Rainbow Dash asked for the dozenth time, her repeated questioning getting on the fashionista's nerves.

"For the last time, Rainbow Dash we'll know if we have enough when I'm finished," Rarity bluntly stated before continuing to count. Being shut down by her friend, Rainbow crossed her arms and pouted. Now that her friend was finally quiet, the fashionista finished counting and was quite pleased they did indeed have enough for the bail. Handing the money over to the officer behind the desk, the women waited as he counted himself to double check. Once the officer finished, he told the women to go and sit while he called for their friend's release.

About ten minutes later, two officers came out of a room escorting the two women the others were waiting for, not showing the slightest bit of shame about being arrested, Midnight confidently strutted out of the room, even running her hand under one of the officer's chin. Applejack, on the other hand, kept her head down and her face hidden behind her bangs, clearly embarrassed due to her arrest. Thankfully it seemed that the police had gone to their homes and got the two women some clothes as none of the others had a key to their places, and getting them some clothes would have proven difficult. Standing up the four met them halfway and thanked the officers before escorting their two friends out of the building.

The second the group were out of the building, the four attempted to coax the reason for why they did what they did out of their friends, but Midnight was unnecessarily vague, and Applejack wouldn't even look them in the eye let alone tell them anything. Due to the location of their arrest, Big Mac's truck was still in the alley, the two women left it in, and so the six women were unable to use it to get home. After a brief discussion, the group all decided that since Midnight's was the closest, they would all go there for the night rather than walk through the city in the dark.

...

The walk from the police station to Mindight's house was rather uneventful, other than the nasty looks she and Applejack were receiving from the crowd. Either they were people who heard about what happened, or they were there when Midnight, Applejack and the other orgy participants got arrested; whatever the case was, the four women weren't taking any chances and watched the crowd like a hawk. Much to their surprise though not one of the people attempted to accost the two women and allowed them to continue on their way.

Throughout the trek, the four women continued to try and get their friends to tell them anything, but just like in front of the police station they got nothing. Applejack was even looking worse than she did a half hour ago, and looked like she was on the brink of a nervous breakdown. All the while, Midnight was humming a tune to herself and practically skipping down the street, leaving the others to wonder why she was so happy. Having enough of this Rainbow stormed towards her "friend" and grabbed her by the shoulder.

"What the hell is wrong with you, Twi? A.J is back here freaking out, and you act like you don't even care!" Stopping dead in her tracks the doppelganger turned her head and looked over her shoulder, making sure to keep the look of utter contempt hidden behind her bangs. Looking past the pastel blue woman, Midnight eyed her partner in crime and just as she said, she didn't look too good. Though she could care less about whatever issues one of Twilight's friends had, the doppelganger was to close to completing her goal to allow her contempt to get in the way. Taking a deep breath, she pushed all of her anger and hatred for these women to the back of her mind and tried to look as sorry as she could.

"Your right, Rainbow, I was just so happy to get out of there that I completely forgot about Applejack," Midnight said before pushing past Rainbow Dash and making her way over to the farm woman. " I'm so sorry, Applejack, I didn't even consider your feelings in all this, I hope you can forgive me?" Midnight asked in as sorry a tone she could muster; thankfully, this seemed to do the trick, and for the first time since being released, Applejack lifted her head.

"It's alright, Twi ah don't blame ya fer being happy about no longer being arrested. Ah just don't know how ta tell ma family about this? Granny Smith is gonna tan ma hid for this, ah'm sure about that!" Applejack shuddered a little after her explanation and seemed to brighten up a little, but she still refused to talk all that much once they started walking again.

...

It was rather late when the group arrived at Midnight's, the sun had set a while ago and the street lights coming on. Reaching the house, Midnight pulled her heys out of her pocket and unlocked the door, ushering the others in first before stepping inside herself and relocking it. Before she could turn the lights on, Midnight was knocked over by an unseen assailant. The doppelganger was about to fight back and slug her attacker in the jaw out of instinct. She only reason she didn't do this was because she felt a tongue run across her cheek. One of the other women hearing their friend fall to the floor flicked the light on and revealed the assailant to be Spike.

"Why do you keep on staying out so late and not tell me?" The little purple dog whined as he stopped licking Midnight's face. "You know how much I worry, and why were the police here anyway?" Allowing herself to relax a little, Midnight placed her hand on the dog's head and scratched behind his ears.

"I'm sorry, Spike. I would have called, but I'm pretty sure the police wouldn't believe I was calling my talking dog, and as for why the police were involved, that is something we need to discuss," Midnight explained as she picked Spike up off of her chest and started to stand up. "Let's go inside and get more comfortable, and I'll tell you what happened, alright."

After the group moved into the house proper, Rarity and Fluttershy went into the kitchen and prepared tea for everyone, and they all gathered in the living room. As they explained the situation, the purple dog listened diligently, not once interrupting the story until it was finished upon which he asked one question: why. Though they all expected this sort of inquiry from Spike, none of them knew how to answer, and once again Midnight was incredibly vague. For an uncomfortably long time, an awkward silence lingered in the room, that was until Applejack could no longer take in and spoke up.

"Because it's ma fetish alright! Ah, like ta be seen naked, exposed for all to see. Ah, love it when ah'm being watched as someone fucks me, alright! Is that good enough of an explanation for you?" After the farm woman's outburst, another awkward silence descended upon the group until they heard a soft whine. Turning their heads towards the source, the group saw Spike trying to look as small as possible with his ears pinned back.

"I'm sorry, Applejack, if I had known it was a sore spot for you, I wouldn't have asked." Taken aback a little Applejack looked around the room, and the looks she was getting clued her into what she just did, especially the death glare she was receiving from Midnight.

"Ah'm sorry, Spike ah didn't mean ta snap at ya like that, ah'm just a little ashamed ma self right now." Applejack quickly explained as she picked up the purple dog and hugging him. This act seemed to do the trick as Spike looked up and licked Applejack on the cheek. The other women in the room all let out a relieved sigh and smiled, all except for midnight who continued to glare at the farm woman and barely managed to stop herself from tearing her throat out.

...

After the slight altercation between Applejack and Spike quickly resolved itself, Midnight suggested they all go upstairs and get ready for bed. Almost immediately after this suggestion, Rarity brought up the fact that none of them had any sleepwear at which the doppelganger just scoffed. It wasn't like any of them needed pyjamas of any other kind of sleepwear around one another as they had all seen each other naked at some point or other, and when she pointed this out, the other women agreed and quickly began to stip. To say that Spike received the sight of his life would have been an understatement, though he wasn't so keen on the fact they all had cocks. His night got a little better when Fluttershy picked up the little dog in a hug, pressing him between her breast. Seeing all of Twilight's friends in their birthday suits, it took all of the doppelganger's willpower not to pounce on them then and there. Heading upstairs, the group of women pulled some spare blankets and pillows out of the linen closet and placed them all around Midnight's room and conversed until they were no longer able to stay awake.

Sitting on her bed, Midnight looked upon the sleeping forms of her "friends," drool leaking out of the side of her mouth. It would be all to easy. They're so helpless when they're asleep, but then again it's no fun if I can't see their faces contort with pleasure, or hear them scream my name. Midnight thought to herself. Remembering a seed, she had planted a few days ago the doppelganger slid off of the bed and carefully tiptoed her way over to Fluttershy. Looming over her target, the doppelganger looked the woman up and down, paying particular attention to the already erect cock standing at attention. Midnight wondered what sort of dream she was having and if it had something to do with a certain purple dog. Speaking of Spike, the doppelganger saw that he wasn't pressed between Fluttershy's breasts. Looking around the room, Midnight spotted him curled up next to Rarity with her pressing him into her breasts. Shaking her head and rolling her eyes at the dog's crush, she returned her focus to Fluttershy. The doppelganger carefully got to her knees and straddled the sleeping women, positioning herself so that her pussy was lightly rubbing against the tip of Fluttershy's cock. Grabbing the woman's shoulders, Midnight gently shook her "friend" awake.

"Twilight, what are you-" Fluttershy's words were cut off when midnight placed her and over he mouth. Raising her hand, she put her index finger over her lips, silently telling her to keep quiet. Nodding her head, she waited for her "friend" to remove her hand. "Twilight what are you doing?" Fluttershy asked again, and in response, the doppelganger wiggled her hips slightly. Feeling something move against the tip of her cock, Fluttershy quickly looked down, and when she saw how close Midnight was to being impaled on her phallus, she looked back up. "We can't do that here, what if the others wake up?" She asked in a hushed whisper, to which the doppelganger shrugged.

"If they wake up, they wake up. What's the big deal?" Midnight retorted with a throaty chuckle. "You wouldn't want to deny your mistress her desire, would you?" She asks with a knowing smile. The effect was immediate, and all of Fluttershy's reservations and worries vanished in an instant. Nodding her head, Fluttershy smiled up at her mistress and waited for her to do whatever she wanted to do. "That's a good pet. You remembered your place." The second Midnight uttered those words, Fluttershy's cock released a few spurts of her seed onto her mistress' ass. The doppelganger looked over her shoulder and eyed the cum and her rear for a moment before returning her attention to the woman below her, and the look of shame and embarrassment nearly made Midhgit's heart skip a beat.

"I-I'm sorry, mistress, it's just that when you called me your pet it made me so happy, and I couldn't help it," Fluttershy explained, her eyes on the verge of tears. Sighing Midnight raised her hand and flicked the shy woman on the head.

"I'll forgive you this time, but the next time you cum without permission, I swear that you'll regret it! Do you understand?" Midnight asked her pet, who quickly nodded her understanding. "Good, now let's begin." Without warning, Midnight impaled herself on Fluttershy's cock; requiring her to practically jam her fist into her mouth to stop herself from screaming out in pleasure. With reckless abandon, the doppelganger bounced up and down on the woman's cock over and over again, each time she came down; she would pick up speed. The way Fluttershy's face contorted with pleasure spurred Midnight to go further, leaning forward she took on of Fluttershy's nipples between her teeth, biting down on the nub of flesh. The sudden feeling of pain made the woman gasp and whimper around her fist; she went back to moaning once her body adjusted to the sensation. Not wanting her pet to become used to the pain, Midnight alternated between each nipple in random intervals, occasionally bitting down harder than usual. As she continued to bounce, Midnight could feel her pet's cock twitch inside of her uncontrollably, removing the nipple from her mouth, she leaned forwards some more and whispered into Fluttershy's ear. "Are you close, my pet? Do you want to cum? Do you want to paint the walls of my pussy with your seed?" Midnight asked her pet, who nodded her head vigorously. "Well, your not allowed to just yet," she said with a chuckle. Leaning back, she nearly burst into laughter when she saw the childish pout on Fluttershy's face. "Now don't give me that face, you haven't managed to satisfy me yet, once you do you can cum." Once again, Fluttershy nodded her head. Grabbing hold of the doppelganger's hips Fluttershy asked her mistress for permission to do what was needed, and getting it, she pushed Midnight onto her back and vigorously thrust into her mistress, eager to please her. Over and over again, the woman pounded away at her mistress, the feeling of her pussy was almost addictive and made never want to stop. At this point, it had nearly become painful for the woman; her desire to please her mistress spurred her on past her limits, but unfortunately, it was a losing battle.

"Please, mistress let me cum I don't think I can hold out much longer," Fluttershy begged, tears staining her cheeks. Realizing that there was no way her pet was going to last, and as much as she would love to punish her, this wasn't the time and place for it. Midnight gave her pet the permission she was seeking, and she did what her mistress said she wanted to do and painted her inner walls with her seed. Spurt after spurt filled the doppelganger's pussy until she was starting to feel a little bloated.

When her pet finally stopped cumming, the doppelganger pulled the woman's cock from her pussy and placed her hand over it so that none of her seed would leak. Standing up, she lightly pushed her pet over with her foot and walked forwards slightly so that her lower lips were over Fluttershy's face. Not needing a command, Fluttershy opened her mouth, stuck out her tongue and waited for her mistress. Smiling at how well behaved her pet was Midnight lowered herself down so that her pussy was hovering just over the other woman's face and removed her hand. Not missing her cue Fluttershy dove right in and immediately got to work, using her tongue to scoop her seed out of her mistress. With each drag of her tongue, the shy woman would go deeper and deeper, never getting enough of the taste of her cum mixed with her mistress' juices. The sudden noise of someone getting up startled the two women. Midnight looked over her shoulder and saw that Rarity was standing there and staring at them. Knowing where this was going to lead to, the doppelganger put her fingers in her ears and waited for the inevitable. Almost as soon as she plugged her ears, she could her the muffled sounds of rarity's screeching.

Hearing their friend's screaming, the three remaining women all shot up and looked around the room in a panic. Upon spotting what had made their friend so upset she had to yell, the fear and panic got replaced by anger. Here they were in this situation because of her and Applejack's inability to control themselves, and here she was doing it again and right in the middle of them while they all slept. When the three of them stood up, Fluttershy backed away from her mistress and tried to explain, but they were having none of it and told her to sit down. Of course, when they demanded midnight follow suit so they could reprimand her, she stayed standing in defiance. Tired of this charade, she began to build up some magic, and with a wave of her hand, she and the other five women were taken away from the house to a separate location.

...

Down at Canterlot High, a bright, blinding light went off for a second, depositing five women in front of the school. Dazed and confused, the five women stood up off of the ground they were unceremoniously dropped on and looked around. Seeing that they were at the school, they thought that this might be a shared dream, that was until Midnight stepped out of a portal, no longer looking like Twilight, and looking like her true self. Seeing the corrupted form of their friend standing before them, the five women all shook off their confusion and quickly got ready for whatever the doppelganger was planning. The fact that these women thought they could do anything to her while still missing a key component made Midnight laugh.

"Do you honestly think any of you are a match for me?" Midnight asked in-between fits of laughter. "You all barely won the first time, and only succeeded because of your friendship, and seeing that Sunset isn't here I don't think you can use that again." To hammer the point further, Midnight once again built up some magic in her hand; this time she fired a spell that would leave the women immobilized so she could do what she wanted with them. Without any hesitation, Rarity jumped out in front of her friends and conjured her shield, deflecting the bolt of magic back at the doppelganger before creating a protective bubble around them. Caught off guard by what just happened, Midnight barely managed to absorb the spell before it struck her in the face. "Well, I'll congratulate you on your achievement, you managed to surprise me. You still can't oppose me and won't win!" The doppelganger said, no longer amused by the women's resistance.

"Yeah, and what makes you say that?" Rainbow Dash asked. "To me, it looks like you can't do anything to us." The smug satisfaction laced through Rainbow Dash's words broke the camels back, and last remaining amount of Midnight's patience evaporated.

"Fluttershy, you mistress requires your services! Break that god damn shield!" Midnight yelled at the woman in question, and upon hearing her mistress' command, Fluttershy went blank-eyed for a moment before Mindight's spell took effect.

"Yes, my mistress," Fluttershy said with a smile and a salute. Dong as her mistress commanded, Fluttershy walked p behind Rarity and grabbed hold of her breasts, squeezing and kneading them. Instantly Rarity's concentration wavered, and the bubble started to flicker.

"Fluttershy wha-what on earth are you doing?" The fashionista asked as her friend fondled her breasts. With her focus divided, Rarity did her best to block out Fluttershy's action and concentrate on her shield, but her friend was determined to see her fail. Snapping themselves out of their stupor the three remaining women finally reacted and attempted to pry Fluttershy off of the fashionista. With her mission in jeopardy, Fluttershy picked up the pace of her groping and even took hold of her friend's cock, vigorously running her hand along its length, all the while Midnight patiently waited for the inevitable. Thankfully for the doppelganger, she didn't have to wait long as with her oncoming orgasm, Rarity was unable to concentrate on her shield, and it fell. Not wasting her one opportunity, Midnight cast a spell at the ground where several cables and wires shout out and wrapped around Rarity. Each of the wires wrapped around her limbs and the cables coiled around her waist and torso and lifting her into the air. Midnight looked up at the trapped fashionista and smiled when she saw her trying to fight the pleasure she was feeling. No longer having a target, Fluttershy shook off her other friends and skipped over to her mistress' side, who began to affectionately stroke her cheek.

"Good job, my pet. I do believe you deserve a reward," Midnight said to the brainwashed woman who stood and waited for her reward with barely contained glee. The doppelganger got on her knees and kissed the tip of Fluttershy's leaking cock before wrapping her lips around it. Now that Midnight was distracted the three remaining women crept their way over to the spot underneath their suspended friend. Looking up, the three women could see that the wires and cabled had somehow changed shape, and now many of them resembled a cock. Rarity was currently being rocked back and forth as one of the cable cocks was roughly face fucking her, while another was pounding away at her ass. One both sides of the fashionista were two of the fake cocks, and she was actively jerking them off. On occasion, the three women could see that the cables were even shooting spurts of cum onto Rarity, some of it would also drip off of her and fall to the ground, nearly landing on the women below. The three women all agreed that they saw enough, and each one of them took hold of a cable and began to pull. A sudden fireball streaking through the air between the three stopped them from completing their plan. Turning their heads in the direction from where it came, they all saw that Midnight had stopped sucking Fluttershy's cock and was glaring at them. Not wanting to get singed the three slowly backed away from the cables and returned to their original spot.

Once she was satisfied that they weren't going to try anything else stupid, Midnight returned to her ministrations on her pet's cock. Midnight pulled the phallus from her mouth and gave it another kiss on the tip before slowly running her tongue along the length of it. Fluttershy was in heaven as every single inch of her mistress' mouth felt like velvet, and wherever she took her cock into her mouth, it felt like it changed to fit her organ perfectly. Feeling her pet's cock begin to twitch in her hand, Midnight put it back in her mouth and ran her tongue all over the head. No longer able to hold herself back any longer, Fluttershy's cock erupted and spilled her seed on the doppelganger's tongue. When her pet was finished cumming, Midnight once again pulled her cock from her mouth, but she didn't swallow; instead, she stood up and loomed over her pet. Her hands shot out and took hold of each side of Fluttershy's head, feeling a little panicked, the brainwashed woman looked up at her mistress. Relax, my pet. I have no ill will towards you and want to reward you for your service. Now open your mouth and stick out your tongue, Midnight said inside Fluttershy's mind. Calming down Fluttershy did what her mistress asked of her and opened her mouth and stuck out her tongue. Looming over her pet, Midnight opened her mouth and the seed from her pet slowly flowed from her tongue to Fluttershy's.

A sudden blur out of the corner of her eye drew the doppelganger's attention away from her pet. The second she turned her head to look in the direction she saw the blur, Midnight got struck from behind. Not prepared for the attack and the sheer force behind it, Midnight lost her balance and fell forward, her face smacking into the ground hard enough that it broke her nose. The doppelganger got back up onto her feet and tentatively touched her nose, and when a slight surge of pain was the result, she knew for sure that it was broken. Pinching her nose between her index finger and her thumb, Midnight wrenched it from side to side, putting it back into place. Before the doppelganger could do anything, she got blindsided again; this time, though she was ready for it and held her ground. Again and again, Midnight's attacker would strike her from where she wasn't looking; unfortunately for them, they were beginning to become predictable. Midnight stuck her hand out and wrapped her fingers around the throat of her assailant when they ran at her. Rainbow Dash kicked and struggled to free herself from the doppelganger's grasp, but no matter how hard she fought the grip around her throat wouldn't loosen.

"So good of you to join us, Rainbow Dash," Midnight said with a mockingly friendly tone. "You know what? I'm feeling rather generous, so I'll let you choose whether or not you receive punishment for defying me or a reward for submitting. What do you say?" The doppelganger cockily asked the speedster, but all she got in return was a defiant spit in her face and smile from the woman. Furious at the brazen lack of disrespect displayed, Midnight punched rainbow in the stomach, knocking the wind out of her before slamming her onto the ground. The doppelganger placed her foot on Rainbows throat and pressed down on it hard enough to stop her from escaping, Forcing the woman to focus on breathing and not on doing something stupid that would force her hand. Now that the speedster was no longer a threat, Midnight tapped a finger against her chin and began to think up an appropriate punishment. Mabey I should kill her, that would undoubtedly show the others the price of defiance, but that's no fun, and If I do that I lose a plaything. Oh, I know! The doppelganger Lifted Rainbow Dash off of the ground with her magic and left her suspended in the air while she concentrated on something else. Opening her eyes, Rainbow saw that Midnight had her back turned to her; thinking this was the perfect opportunity to attack she tried to move, but as soon as she tightened her muscles fo the strike, a massive jolt of electricity coursed throughout her body. The pain was immense, and the speedometer wailed as the painful shocks forced her body to twitch and spasm, which resulted in even more electricity running through her body. Looking over her shoulder, Midnight flashed Rainbow a sadistic smile for a moment before returning to her task. A minute later and the doppelganger had finished doing what she was doing and turned to face her captive with a massive dildo in her hands.

Seeing the thing in the doppelganger's hands, and knowing what she intended it for, Rainbow Dash began to panic and attempted to flee, resulting in more painful shocks. There was no way in hell she was going to let midnight use that thing on her, so she did her best to ignore the pain, but it was a losing battle as each movent sent more electricity coursing through her muscles. The fake phallus in Midnight's hands was twice the size of the one Twilight used on her after their date, and not only that, but it also had spines running all along the shaft. Don't worry, Rainbow Dash, I won't allow this to harm you too much, hell you might even come to enjoy the pain. Hearing Midnight's voice in her head, the speedster stopped struggling and glared at the corrupted form of her friend. Revelling in the look she was receiving from the other woman, Midnight waved her hand in front of Rainbow Dash and cast several spells on her. The first was to increase her pain tolerance so that she could still feel the pleasure she was supposed to. The second was to make sure she wouldn't die at any point during her punishment, and the last one was to turn her entire body into an incredibly sensitive erogenous zone. When she was finished casting her spells the analytical side of her brain that she and Twilight both shared went into overdrive and told her to see if the final worked or not. Running a finger over the skin of Rainbow's inner thigh, Midnight was happy to see that even this was enough to get the woman to cum on the spot.

Satisfied with the results of her spell, Midnight lined the head of the dildo up with Rainbow's back door and gave the woman a cocky smile before ramming it in. As the oversized dildo entered her, Rainbow Dash instinctually tried to move away, which once again resulted in electricity coursing through her body; only this time she didn't just feel the pain, but a massive wave of pleasure at the same time. Unable to handle the two different feelings, Rainbow's eyes rolled to the back of her head, and she opened her mouth to scream, but the only noise that came out was a moan of both pleasure and pain. Looking down, Rainbow could see and feel the head of the dildo start to push against her stomach, and it wasn't even halfway in yet. As Midnight continued to insert the toy further, the speedster could feel the spines run across the walls of her rectum and dreaded what it would feel like when the doppelganger decided to pull it out. Rainbow Dash was saved from her torture when a stop sign flew through the air, nearly hitting the doppelganger in the head. Furious, Midnight dropped her plaything onto the ground and began to look for her attacker frantically. She quickly spotted Applejack not far off on the sidewalk, standing next to a hole where the stop sign was but a few moments ago.

"Get away from her ya bitch!" Applejack yelled before charging the woman. Growing bored with how easy these women were making it for her, Midnight charged up a spell that would instantly turn the farm women into her obedient bitch, but before she could cast it something squishy hit her in the back of the head and exploded. Dazed by the explosion, Midnight stood completely still to try and clear her head, when she managed to regain some semblance of focus the farm woman grabbed her and subsequently suplexed by her. Feeling several things pop and move out of place form how hard Applejack slammed her onto the ground; the doppelganger laid there and as she attempted to recover from the attack. Looking over she shoulder, she could see that Pinkie Pie had a ridiculous number of confectionary treats arranged around her. Midnight would have questioned where and how she got them here so quick, but she knew that there was little point in trying to figure out anything when it came to Pinkie. What the doppelganger did question though was how she could create such explosions; sifting through Twilight's memories, Midnight learned that Pinkie Pie could make any pastry that touched her hands explode. Groaning the doppelganger pushed herself back up, her back and joints cracking several times as the regeneration spell she cast on herself before confronting twilight's friends put everything back into place. The second she stood up, Midnight got hit with an exploding pie that left her dizzy, and while the world around her was spinning Applejack took the opportunity to shoulder check her. Rapidly losing her patience, the doppelganger shook her head clear and cast a levitation spell on Applejack, pulling the farm woman towards her. Her magic was interrupted when she was hit on the arm by another exploding pie. Midnight could see Pinkie already preparing another pastry out of the corner of her eye, and not wanting to get it by another explosion, she lifted Rainbow Dash off of the ground and held her out like a shield. Seeing her friend in the line of fire, Pinkie stopped her attack and dropped the pastry in defeat. Seeing how effective her living shield was, Midnight turned and held her out in front of her when she heard Applejack start to approach her, and in an instant, the farm woman stopped dead in her tracks and glared at the doppelganger. Smiling to herself, Midnight walked over to Fluttershy and whispered a command into her ear. Upon receiving her orders, the brainwashed woman nodded her head and proceeded to skip over to where Pinkie was standing while her mistress focused on Applejack.

Not knowing the meaning of the word quit, Pinkie Pie was aiming a cupcake at the doppelganger's head, but each time she thought she had a good shot Fluttershy would get in the way of its trajectory. Over and over again, this would happen, and she would be unable to support Applejack while she dealt with Midnight. While Pinkie had her attention entirely focused on hitting midnight, she failed to notice that Fluttershy wasn't only blocking her throws, but was also getting closer and closer until they were practically nose to nose. When she was in close enough proximity to her target, Fluttershy lunged forward and tackled her friend to the ground, wrapping her arms around her torso and pinning Pinkie arms to her side. The second the two women were on the ground, A struggle between the two began. Pinkie tried her hardest to free her arms and push Fluttershy away so she could help Applejack, but just like when they tried to pull her off of Rarity, her strength was unmatched, and she wouldn't budge. Though for the moment she was winning, Fluttershy knew that at any moment things could change due to Pinkie's uncanny talent for pulling off the impossible, so she leaned forward and closing the distance between their lips kissed her friend, passing on the compliance spell that Midnight had cast on her to the other woman. Even with the spell cast on her, Pinkie continued to struggle against her friend's grip, but as each second passed, she could feel her will to fight fade and be slowly replaced with the desire to submit to the doppelganger. When Pinkie Pie finally stopped struggling, Fluttershy pulled her lips away from her friend's, inwrapped her arms from her torso, and got up to sit on her knees to watch her friend for any signs that the compliance spell didn't work. Feeling the weight of her friend lift off of her, Pinkie sat up herself, and with her thought filled with nothing but erotic imagery of her and her fellow pet serving their mistress, pounced on the other woman and roughly shoved her cock into her ass.

While Pinkie and Fluttershy were doing their thing, Midnight was on the other side of the parking lot, looming over a defeated Applejack who stood her ground and glared at the doppelganger defiantly. If there is one thing I have to give her credit for is that she's undoubtedly brave. Midnight thought to herself. Circling the defeated woman, Midnight began to think of what she wanted to do to the farm woman when Rainbow Dash groaned, drawing the doppelganger's attention to her. With sadistic thoughts running through her head, Midnight turned her head to Applejack and smiled before floating Rainbow in-between them.

"I have a proposition for you, Applejack," The doppelganger said as she slowly pulled the dildo out of Rainbow Dash which made the woman tense up as the spines pulled against her rectal walls, and tossed it to Applejack. "If you take my place and give your friend the punishment she deserves, I'll let all of you go, and I'll even release Fluttershy from my service. What do you say?" Hearing Midnight Sparkles proposition, Applejack stared blankly at the woman for a few moments before tossing the dildo away.

"Now why in tarnation would ah agree ta that? Besides how will ah know if ya will honour the agreement or nor?" The farm woman asked, taking a challenging step forward.

"You won't. All you'll have to go on is my word," Midnight said in response.

"Then why should ah agree to this?" Applejack asked again, turning away from the doppelganger and crossing her arms.

"You'll agree because if you don't, I'm going to continue having my way with you and your friends!" Midnight growled, taking a step forward and forcing Applejack to back away in fear. "I'll break each one of you until you are all nothing but drooling husks of meat that can only think of pleasing me, that is why you'll agree!" The venom in the doppelganger's voice convinced Applejack that she was telling the truth. Midnight watched with delight as Applejack's shoulder slumped as she excepted her fate and began to think it over; though she didn't think that the farm woman would agree, and fight to the bitter end, Midnight still liked the thought of her agonizing over the decision all the same.

"Alright, ah'll do it," Applejack said with a defeated sigh, surprising the doppelganger. With a stupified expression on her face, Midnight watched as Applejack walked over to where she threw the dildo and picked it up. Turning the synthetic phallus over in her hands several times, Applejack allowed the reality of what she was about to do properly sink in before turning to face her friend. Releasing a long drawn out sigh, the farm woman walked over to her friends and gave her an apologetic smile and pat on the leg. "Ah'm sorry fer this, Rainbow Dash," Applejack apologized to her friend before shoving the dildo into her as hard as she could. The second the dildo entered her, Rainbow threw her head back in a silent scream, the dual feelings of pain and pleasure running through her body at full steam. Once again surprised, Midnight stared wide-eyed at the scene in front of her. She expected Applejack to ease her friend into the punishment in one last stance of defiance; it seemed she was wrong. In a bid to end this nightmare as fast as she could, Applejack pulled the phallus out slightly and quickly shoved it back in. The farm woman lifted her other hand and reached out to take hold of her friend's cock, but she stopped when Midnight grabbed her wrist.

"This is a punishment; there will be no jerking her off to counteract the pain!" The doppelganger sternly explained. With an annoyed huff, Applejack nodded her understanding and put her hand back down when Midnight let go of her wrist. Going back to the task at hand, the farm woman roughly pumped the dildo in and out of her friend over and over again until Rainbow's mind could no longer stand it, and she passed out. Pulling the fake phallus out of her friend one last time, Applejack tossed the thing aside and turned to face the doppelganger.

"There! Ah, did what ya wanted, now let us go like ya promised!" Applejack demanded of the woman. Smiling, Midnight bent her knees so that she was face to face with the farm woman, and leaning forward, she whispered into her ear.

"I lied." Quickly realizing how much danger she was in, Applejack jumped back and attempted to get as much distance from the doppelganger as she could, unfortunately, Midnight knew this would be her course of action and effortlessly grabbed her by the throat. With the final target in her grasp, the doppelganger took her time and thoroughly thought about what she wanted to do to her, wanting to enjoy her victory as much as possible.

"Midnight!!"

Growing increasingly tired of these interruptions, Midnight spun around to face her challenger and was surprised to see Sunset Shimmer boldly making her way over to her. Looking between Applejack and Sunset, the doppelganger weighed her options, and after a few moments decided she would rather deal with the fiery-haired woman first. She dropped Applejack onto the ground and magically bound her to the earth so she wouldn't escape.

"Well, well, well. What do we have here? Midnight mockingly asked as she started to circle Sunset. "A lone women come to meet her fate, perhaps?" Not allowing herself to be intimidated, Sunset stood her ground and defiantly glared at the doppelganger, confident her talks with the other Twilight gave her what she needed to end this nightmare. "So what shall it be, Sunset Shimmer?" Do we fight to the death? Do we talk thing ut like civilized people, and you make me realize that what I truly wanted was friendship?" Midnight temporarily stopped her circling to throw her head back and laugh at the ridiculousness of her question. "Or perhaps you have some Deusexmachina that will take me down in one fell swoop?" The doppelganger asked sarcastically.

"Keep on guessing; I'm never going to tell you what I have planned. Just know that your reign of terror is going to be short-lived. Sunset declared.

"Perhaps, but I do feel that I should warn you that it won't be an easy victory!" Without another word, Midnight snapped her fingers, and a bright and blinding flash of light went off, leaving everyone except for herself unable to see. Sunset rubbed her eyes in an attempt to speed up the return of her sight, but she was unfortunately still left unable to see and was forced to stand there and do nothing while Midnight laughed maniacally. Slowly Sunset's eyesight began to return, and the things around her started as nothing but blurry shapes. Suddenly the fiery-haired woman was lifted into the air, and still unable to see correctly she began to struggle; immediately she was slapped across the face with enough force to wrench her head to the side rather painfully, and not wanting that to happen again Sunset stayed utterly still until her sight returned. Once her eyesight had fully recovered, Sunset found herself only a few inches from Midnight's smiling face. Feeling like something wasn't quite right, Sunset shimmer looked down at herself and noticed that she was naked; not only that, but she was also missing the cock between her legs. Not entirely surprised that Midnight would pull this kind of stunt, Sunset looked around the "battlefield" and saw that she wasn't the only one that was missing her cock. Pinkie and Fluttershy were particularly perturbed as they were in the middle of fucking one another when theirs vanished. Sunset returned her attention to the doppelganger, and the smile in her face made her skin crawl. With a simple nod of her head, Midnight signalled for Sunset to look down; knowing what she would see, and against her better judgment the fiery-haired woman looked down and as soon as she did she wished that she didn't.

In place of the doppelganger's pussy was an enormous cock. I was massive, easily several times larger than her and her friend's, and based on what some of the other women from school had said, theirs were already rather impressive. In all honesty, Sunset didn't think that even with all their cocks combined would they be as big as Midnight's. Swallowing the lump that had built up in her throat, Sunset looked back up at the doppelganger and her knowing smile. It was painfully apparent to the two of them that there was no way in hell that the slab of meat in-between the doppelganger's legs was going to fit without causing some damage, not like that would deter Midnight in the slightest. Feeling her resolve begin to wane, Sunset took a deep breath and reminded herself why she confronted Midnight in the first place.

"Alright, doppelganger, do your worst!" Sunset boldly demanded. Being referred to as a doppelganger stuck a nerve with Midnight, but since she was already going to make this woman suffer, she let the insult slide. Having a hand in front of the woman, Midnight cast a spell on her. Feeling the magic was over and through her, Sunset wondered what Midnight had done to her and glared at the doppelganger.

"Oh, don't give me that look," Midnight said with a chuckle. "All I did was make sure you won't pass out or die at any point, though I should warn you that it won't dull the pain in any way, I want you to feel every bit as much pain as I did the day you locked me away in Twilight's subconscious!" Midnight growled. With the lines in the sand drawn, Midnight began to lower Sunset onto her cock. Sunset Shimmer took a deep breath and waited for the inevitable pain that she was bound to feel. The doppelganger could see the fear etched onto the other woman's face, and so decided to go as slow as possible to drag out her fear and eventual pain. Soon the tip of Midnight's cock began to push against Sunset's reformed and unused pussy, even just the tip of the phallus was stretching Sunset quite a bit. After a few moments of forcing her down, the head of Midnight's cock slipped inside and stretched the virgin orifice unnaturally. Almost immediately did Sunset pass out, but the spell that Midnight cast on her woke her back up so that the torture could continue. Feeling somewhat generous, Midnight stopped shoving the other woman further onto her cock and held her still, allowing her to get accustomed to the girth. With the slight reprieve, Sunset focused on her breathing and taking deep breaths; she slowly became accustomed to the pain. Without warning, Midnight shoved the fiery-haired woman down onto the rest of her cock. The motion was so sudden that Sunset's brain lagged behind a couple of seconds on what just happened, and she just stayed there for a few moments before releasing the loudest shriek that any one of the group had heard. Midnight threw her head back and cackled like a madwoman at the sound of Sunset's pain. This time Midnight didn't allow Sunset Shimmer to get accustomed to the pain and began to thrust in and out of her roughly. The pain Sunset felt was so immense that the only thing she could do to mitigate the pain even a little was to say as till ash could and allow the doppelganger to use her like she was a toy for her gratification. "Oh my, where did all that bravado you showed me earlier go?" midnight asked with a cackle. "Perhaps we bit off more than we could chew?" The doppelganger emphasized her point by thrusting into the firey-haired woman with a little bit more force. "How about this, if you agree to be my pet willingly, I'll go easy on you and make sure you feel pleasure from this," The doppelganger whispered into Sunset's ear. Parts of Sunset's psyche screamed at her to take the offer, but she pushed those thoughts to the back f her mind and looked up at Midnight defiantly.

"I won't give in to temptation, Midnight Sparkle!" Sunset Shimmer defiantly stated.

"Welp, it's your funeral then," Midnight coldly retorted. The doppelganger resued her thrusting with renewed vigour, each one causing the tip of her cock to push against Sunset's stomach considerably. With one final, mighty thrust, Midnight released her seed deep inside of Sunset Shimmer. Immediately, the woman's belly became distended from the sheer volume of cum that the doppelganger was releasing. With the available space quickly taken up, the rest of Midnight's seed had nowhere to go and spilled out around her cock, creating a large puddle of cum at the doppelganger's feet. Feeling her orgasm winding down, Midnight pulled her cock free from Sunset and sprayed her body with her seed, covering her from head to toe in the white substance. When she finished, Midnight unceremoniously dropped the fiery-haired woman onto the ground and stood over her in victory. "Are we feeling alright? do we need a little rest?" Midnight asked Sunset in a baby voice, mocking her one last time before she broke her. Barely managing to hold onto consciousness, Sunset looked up at the doppelganger and spat a glob of cum into her face.

"Don't be ridiculous, Midnight Sparkle! That was nothing; I'll do anything to save the woman I love from your madness even if it means I have to destroy the both of you!" Sunset spat, catching the doppelganger off guard by how much determination she still had. One thing stuck out to her the most though, and that was the fact she declared her love for Twilight. Midnight wanted to laugh at the woman lying in a pool of her cum; she wanted to be snide and jeer at her, but when she opened her mouth to say something, nothing came out. Trying to lift her hand to cover her mouth she found that her entire body was frozen and unable to move, suddenly darkness started to creep out from the corner of her eyes and obscured her vision entirely.

...

For what felt like an eternity to her, Midnight was left unable to see and was starting to get annoyed. After a few more minutes of nothing, the doppelganger finally lost her patience and was just about to start throwing a fit when the darkness began to recede. With her sight returned, she looked around and found herself in the void that made up Twilight's subconscious. Why am I back here!? Was that Sunset Shimmer's plan all along? That fucking butch! When I get out of here again, I'm going to vaporize her! Midnight angrily thought to herself, but when she calmed down a little, she knew that she was blowing hot air. It was a miracle that she managed to escape this place one and that there was little chance of them allowing her to escape again. Furious that Sunset fouled her plan for revenge so easily, Midnight began to lash out and destroy everything in sight. Firing beam after beam of concentrated magic, Midnight destroyed the islands that made up repressed and slightly forgotten memories until she fully released all of her pent up anger. With her anger and frustration spent, the doppelganger was left entirely alone in the void once again, and unable to cope with her lot in life, she broke down and started to cry.

"Never in a million years would I ever think I would see you cry." A voice sounded out from the void. Being that there could be only one other individual inside of here, Midnight frantically looked around for her. As she looked around for Twilight, the rubble that surrounded her began to swirl around Midnight for about a minute until they abruptly stopped. The debris suddenly flew towards the doppelganger, and thinking this was an attack she created a magic bubble to protect herself, but instead of hitting the shield, the rubble came together and formed solid ground beneath Midnight's feet. The doppelganger looked up from the newly formed ground at her feet and saw that the blackness of the void had turned into the azure blue of the sky.

"So it seems your not free of this place yet, and we're both trapped here," Midnight said as she turned around to see her counterpart standing behind her shaking her head.

"No, No I'm not, and our ability to get out all depends on you," Twilight stated, pointing her finger at the doppelganger.

"Me? Why on earth would I allow you to leave this place, and what did you mean by 'our ability to get out?" Midnight indignantly asked, and Twilight sighed at her question.

"Do you know why our subconscious is so fractured?" Twilight asked her doppelganger. Midnight took note of the fact Twilight used "our" again rather than "my," but she pushed it to the back of her head and shook her head to humour her counterpart. "Well, to make a long story short, it's because you and I are separate entities in the same body, but we shouldn't be," Twilight began to pace as she explained. "While I was trapped here and forced to watch you fuck my friends, I noticed a few times you didn't act like an evil power hungry psycho, but as a more unrestrained version of myself, and I think that we need to become one single entity again for us to feel complete." Taking time to think Twilight's explanation over, Midnight felt a strange sense of calm and ease wash over her, almost as if what her counterpart said struck a chord deep within her soul, and she also found herself agreeing with what Twilight said.

"I have one question for you, Twilight. Something I must know before I even think of considering what you just told me, which one of us would be the one to leave?" Midnight asked, and the look her counterpart gave her confused her.

"I think your misunderstanding something, Midnight. We've been separated for too long, and neither of us can be the one to fuse with the other. If we are to survive in any sort of way, we need to become a new entity, something that is the amalgamation of our two personalities." The finality in Twilight's voice made it sound like she was marching towards he death with open arms, convincing the doppelganger she was dead serious. Once again thinking things over, Midnight waged war in her head over the need to stay out of this blasted void and the desire for revenge against Twilight and her friends. After a long fought battle, the doppelganger's desire to no be trapped in her counterpart's subconscious won out, and she held her hand out to Twilight. Taking her doppelganger's hand in her own, Twilight pulled her into a hug as the ground fell out beneath them, and they started to descend into the depths of the void.

"Who do you think will be the more dominant side of the new entity?" Midnight asked.

"I honestly have no idea?" Twilight replied with a quick shrug. "Makes things a little interesting, don't you think?" Both women started to laugh as they began to face and merge into one another.

...

While Midnight and Twilight's conversation in their subconscious lasted several minutes, only a few seconds passed in the real world. When Twilight pulled the doppelganger into the void, she left the body a near lifeless husk that stayed utterly still. Sunset laid in the pool of cum, looking up at the body of Midnight with a confused expression. Given that this was her chance, Sunset stood up and shook the cum off of her skin and rushed over to Applejack. Much to her surprise, the farm woman was already standing up as the binds that held her to the ground had dissipated.

"Applejack, are you okay?" Sunset asked as she frantically looked over her friend for injuries.

"Ah'm fine, Sunset it'll take a lot more than that to do me in," Applejack confidently stated. Sunset let out a sigh of relief before she and Applejack made their way over to the unconscious Rainbow Dash. Quickly examining their friend, the two women were relieved to see she wasn't in any pain and was fast asleep. The two women would go and check on Pinkie and Fluttershy, but the fact they could still hear the two of them fucking like rabbits let the two of them know they were fine. Lastly, they checked on Rarity, who was no longer held in the air and was laying on the ground. The fashionista was cover head to toe in cum; not a single spot was left clean. For the moment she had a content smile on her face, but when she woke up, she was going to go ballistic with the amount of cum in her hair.

Movement out of the corner of her eye drew Sunset's attention back towards the still unmoving body of Midnight. Slowly and carefully she crept her way over, unsure if she did see it move or if her mind was playing tricks on her due to her nerves. When she was within arms reach of the doppelganger, Sunset took the chance and poked her in the ribs. When nothing happened, the fiery-haired woman shrugged her shoulders and turned away from the body. Suddenly Sunset was grabbed by the shoulders and spun back around, so she was face to face with the doppelganger. Expecting to be impaled on Midnight's monster cock again, she closed her eyes and braced herself, but the pain never came, and she felt the doppelganger's lips connect with her own. Caught utterly off guard, Sunset didn't even fight back when she felt the doppelganger's tongue run across lips seeking entrance; in fact, she willingly opened her mouth. For a few confusing moment's, Midnight played with Sunset's tongue as she pleased until the fiery-haired woman regained her senses and quickly bit down on her tongue, and wiggling out of her grasp when she recoiled from the pain.

"Alright, Midnight what's your game? Why kiss me and not..." Sunset trailed off when she looked up at Midnight and saw that she was beginning to cry, and it wasn't just that she was crying, but the fact that it was a very Fluttershy like cry, a crying that made you feel like the absolute worst person on earth gave the fiery-haired woman pause.

"I thought you said you loved me? Isn't that what people who say they love each other do?" The doppelganger suddenly asked, startling Sunset and making her jump. Playing that question over and over in her head for a few seconds, Sunset noticed that there was a slightly altered inflection in the voice that sounded nither like Midnight or Twilight, making the woman seriously question whether or not this was the doppelganger.

"Who am I talking to right now?" Is it Midnight Sparkle?" Sunset asked, and the woman before her shook her head. "Twilight?" Once again, the woman shook her head. "Then, who are you?" This question seemed to confuse the mysterious woman, and she stopped crying to think it over. While the woman thought of her response, Sunset looked her over and took not of her features, noting that she was a combination of Twilight and Midnight. She still had the black wings of the doppelganger on her back, but she was missing the horn and glasses made of magical fire. Her hair was no longer flowing like fire and had gone back to Twilight's usual style; it did still retain Midnight colouration though. Lastly, her skin had become a shade lighter but still wasn't entirely back to her friend's usual tone and was somewhere in-between.

"I don't think it's right to think of myself as an entirely different person, but both of them combined." The woman side, once again startling Sunset. "I think the name I would like to go by would be Twilight Aurora, Aurora for short," She told the other woman with a smile.

"That's all and good," Sunset said with a sigh, "But what about Twilight!?" Sunset harshly asked. The smile on Aurora's face instantly disappeared, and she looked away from Sunset.

"I'm sorry, but she no longer exists," Aurora quietly said. Hearing the answer given, Sunset felt her heart break in two, and she fell to her knees and hugged herself as she started to cry. Immediately she felt arms wrap around her in a comforting embrace. "Don't be sad; she chose her fate to make sure all of her friends were safe from her mistake." Though it didn't help all that much, knowing that Twilight did what she did to save them eased her pain a little. "She did leave a message for you though," Aurora stated, surprising Sunset and perking her up a little. "Sunset shimmer, thank you for being my friend, and I'm sorry that I caused you so much trouble. I know that you confessed your love for me, but I'm not able to accept as I need to merge with Midnight to save you all. Whatever you do, please don't take it out on the new being that we create and love her as you love me given that I'll be apart of her, but as the way, I am now I have to say goodbye." When Aurora finished relaying Twilight's message, Sunset once again started to cry, all the while Aurora did her best to comfort her until she stopped.