Spike has a really bad day.

by tailsopony

Rating: mature
Tags: Dark, Alternate Universe, Porn, My Little Pony: Friendship is Magic, Fetish, Spike, Rarity, Romance, Sex, Twilight Sparkle
Length: 14819

Rarity discovers something about herself, and plans on helping Twilight find something similar

Rarity recently discovered something important about herself. Something that helps her feel very good. After having some special time with Fluttershy, she decides to see if maybe Twilight can help her with her problem. After all, what else are friends for?

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This is nothing but weird fetishy clop. I'm pretty sure I did this all wrong, but I needed to post something since I haven't updated my main story in a few weeks. Be prepared for weird OOC as neither pony involved would do anything like this under any circumstances. Ever.

The only pony I could write in character is Luna.

Published 2012-07-24 05:24:01 UTC
Last updated 2012-07-24 05:24:01 UTC

Spike's really, really, really bad day.

The Only chapter: Spike really has a super shitty day that is also really bad

Rarity paused at the front entrance to the library. Was she really going to do this? Things had gone so well with Fluttershy that she just couldn't wait to start this with the rest of her friends. She didn't think she was ready for Rainbow, and she definitely wasn't ready to try with Applejack. Pinkie was a whole different story; Rarity wasn't sure she would ever be ready to try that sort of thing with her. But Fluttershy had taken it so very well.

It had been a moment of weakness for Rarity. Fluttershy had been feeling more asocial than usual, and instead of going on their regular spa date, they had decided to spend a quiet afternoon in her cottage. Rarity had started with a hug, then a caress and before she knew what was happening, Fluttershy had been putty in her hooves. Rarity had almost been startled with how easy it had been to make her timid friend open up to her.

She had accidentally lost herself in the moment and had told Fluttershy to show her beautiful body to Rarity. Fluttershy had immediately complied, blushing furiously as she forced her tail to the side. Shocked by her success, Rarity had asked for more. And Fluttershy had given more. Rarity had kept asking until Fluttershy... had nothing left to give. Rarity valued her friendship with Fluttershy, but perhaps that's why it had been so alluring.

Afterwards, she was concerned that she had taken things too far. That she had taken advantage of the shy mare. After a brief conversation, they agreed that they were still good friends. Friends with something more, if a little different. Neither of them were in love, and Fluttershy had even asked about getting some more of their friends in on it. It was amazing how much the mare opened up after she had been... opened up.

And the night after... Rarity had been up all night fantasizing. She hadn't managed to finish when she was with Fluttershy, but she finished plenty once she was alone and safely in her room at the boutique. Her mind had wandered to the butter cream mare sweating and moaning as Rarity had held her in amusement. But her imagination didn't stop there, she had seen her other friends writhing in her grasp, meeting or averting her gaze as they came. And that is how she had finished herself. It had been a long night. A wonderful, hot long night in solitude.

When she woke up late the next morning, she realized that she needed to actualize her fantasies. As long as she was careful, nopony would really get hurt. And ultimately, if she could make her friends as happy as Fluttershy had been, then it was well worth the effort. It was just a little bonus on the side that Rarity would be enjoying this a little too much. But first, she needed to plan. She organized what she knew about her friends, and spread them out in her mind.

The first mare she was concerned with was Twilight. Twilight was very much in control of her life, with the exception of orders from Celestia. And Twilight had always been so eager to do as she was asked. She was also very magically inclined, and had a keen interest in science. But she had a hard time dealing with social situations, much like Fluttershy. Rarity guessed that while Twilight probably had some of the same... interests... as Fluttershy, it would be more difficult to put her into that sort of situation due to her higher self-esteem. Perhaps Rarity could directly approach her about it under the guise of some sort of experiment?

And that was why she found herself in front of Twilight's library, recounting her earlier plans and mentally double checking the supplies in her saddlebags. Fluttershy had been a spur of the moment thing, one that had turned out surprisingly well. This was planned and with a whole different mare. What if she was wrong about Twilight? It was a possible outcome. It would be embarrassing for both of them. Twilight would forgive her, it may be awkward for a few days, but eventually they would both get over the strange encounter. Rarity had never been one to be held back by fear, so she forced the worries from her mind and entered the public library.

She was greeted by Spike. He seemed to be sorting some books on the shelf. “Hey Rarity! What brings you here?”

Rarity had a plan for this of course. “Hello Spikey Wikey! I just wanted to take some of Twilight's time. I need her help with a little project of mine.”

“Is there anything I can help with, My Lady? You know I'd do anything for you...” Spike drifted off into thought as his eyes glassed over.

“Spike. You are quite the charmer. But I'm afraid this is more of an adult pony problem and not a baby dragon problem. I'm doing a little research on fashion and pony psychology. It's not that I wouldn't value your opinion, dear, it's just that... well... You're not a pony. I am sorry about that.” It wasn't a complete lie. She was definitely planning on doing some research, and it really didn't include the little dragon. Of course, if things went extremely well, she did have a very naughty idea. But that would have to wait.

“Awww... I guess I understand. Twilight's downstairs setting up one of her machines in the basement. She just went down. I was going to help her after I finished sorting these books, but it looks like that's going to take longer than I thought.” The dragon seemed a little upset that he couldn't help Rarity, but he was such a little gentleman about it. Maybe she should get around to doing something nice for him.

“Thank you Spike! I'm going to need a little time to talk with Twilight about this, and if she agrees to help me, we might need more. It will probably get a little too personal and mushy for you, so please don't interrupt unless it's an emergency.” Rarity knew the dragon didn't like mushy stuff, so the excuse would be a good deterrent.

“Blech. How much time do you think you'll need? This should take me about an hour or so.” Spike gestured to the stack of unsorted books.

“Well, I'd say two or three hours at the most, but you never know. It would be safest to simply wait until Twilight or I call for you or come back up.”

“I'm on it! Have fun with that... mushy stuff.” Spike didn't do a very good job hiding his disdain, but Rarity made no comment on it. That was her plan after all.

As she strode through the basement door, she took a moment to latch it shut behind her. There was no reason not to take the extra precaution, and Twilight was too focused on some strange machine to notice. Rarity walked down the stairs and stood behind the oblivious mare. “Twilight, dear. Whatever are you working on?”

“Rarity! You surprised me.” Twilight jumped up from her device and turned to her friend. “I was trying to get this EKG meter up and running. I borrowed it from the hospital for some tests, but I think I broke it somehow...”

Rarity eyed the strange device. It did look rather medical. Still, that wasn't why she was here. “I was wondering, dear, if you could take a few moments for a friend. Maybe a little more.”

“Of course! We can head upstairs and have Spike make us some tea and cookies. Just give me a minute to make sure everything is set up down here before I leave it.” Twilight began to turn back to her machine.

“Hmmm...” Rarity grumbled under her breath. This wasn't her plan. “That wasn't quite what I was thinking. I had something interesting I needed your help to research, and honestly it's best if we keep it down here for now.”

“I guess I can have Spike bring the tea and cookies down here if you want...” Twilight returned her focus to Rarity, abandoning her attempt at setting things up.

“Well, we should really keep Spike out of this. It's a bit more personal than I think you'd be comfortable with sharing with him.”

“Oh, it's not a big deal. I share everything with Spike. I mean, I live with him.” Twilight laughed at this.

“Do you share your... intimate history with him dear?” Rarity decided to gamble a little and push this along faster. Either Twilight would shy away very quickly, or Rarity would get quick results. This way, if she was going to stop, it would be before things got too awkward.

Twilight's ears dropped back, pressing against her head. “I... umm... don't have much of one to speak of. But I guess I wouldn't want Spike to know about it.” Twilight started to look a little nervous. “So what exactly do you need help with? I might not be the... best pony to help you if it's that kind of research.”

Rarity giggled. Twilight was too adorable. She was much too innocent for this. And that was going to make this all the more interesting. “Oh, dear! You're perfect. I need help with an experiment. Nobody else in Ponyville knows more about experiments than you do. As for the other bit, that's the knowledge I'm bringing to the table.”

Twilight visibly relaxed, and her ears perked a little. “Well, I guess I can help if it's an experiment. The first thing about an experiment is that you need a control and a variable. The control is something where you already know how it's going to turn out, and the variable is what you are experimenting on.”

Rarity paused at this. Well, Fluttershy was obviously her control pony. How delightfully amusing. And Twilight was the experimental pony. This science thing was rather easy. “Well, I already have a control pony. And you get to be the experimental pony!”

Twilight seemed a little taken aback by this, but kept on going. “I guess that's okay. But I need to know what the hypothesis is. What exactly are you experimenting on and what are you planning on doing? You can't just do things and run around screaming 'SCIENCE!’ It doesn't work like that. You need to try and disprove something.”

Rarity began to feel like she was getting in over her head. She really didn't know the first thing about science, and had just thought if she came in and told Twilight that she needed help with an experiment, then Twilight would have bent over backwards to help her. She needed to keep Twilight from figuring out exactly what was happening too early. “I... can't tell you. It would ruin the experiment. You are the pony being experimented on, after all.”

Twilight pinned her ears back. “I guess that makes sense... So... How do we start?”

Rarity smiled. This had suddenly become very easy again. “Well, first let’s move away from all those dirty tools. There is a clean spot over here by me, come stand close. Now, first off, are you comfortable answering some intimate questions?”

Twilight walked closer to her friend. “Yes. I can do that. But there isn't much there, so don't get your hopes up.”

Rarity figured that Twilight probably thought she was digging for gossip. Partially true, but not her real motivation. “Then let's get started! First, something very personal. How often do you clop?”

Twilight's face blushed at the question. “Umm... I've maybe done it once or twice? I don't see what the big deal is with it. It felt kinda nice, but it wasn't anything special.”

“When you clopped, did you ever, you know, finish darling?”

“I stopped clopping if that's what you mean.” Twilight gave Rarity a confused look.

Rarity noted the embarrassed unicorns’ expressions. She was so cute. This was going to be so much fun. “I'll take that as twice then, without finishing. Do you have any special fantasies?”

Twilight relaxed at the question. “Well, there is one where I get an A+ on my thesis and discover a whole new law of magic that gets named after me. They would call it 'Sparkles Law'.”

Rarity almost facehoofed. “I meant sexual fantasies, darling.”

“Oh... Not really. Aren't you supposed to be taking notes?”

“I'm taking mental notes. Do you really want this all recorded on paper somewhere?” Rarity grinned at the thought. Maybe she should have taken notes. That was definitely something to think on for the future. “But what about Celestia? You've never even once thought...” Rarity leaned in close to Twilight, letting her breath warm Twilight's ear. “… of experiencing divinity?”

Twilight shivered when Rarities breath collided with her. “Maybe... a little.”

Rarity smirked. The student had the hots for teacher. She was hoping for this. “Just a little darling? Surely being so close to somepony so perfect on a regular basis occasionally left you hot and bothered. It's understandable, she is grace itself. Everypony fantasizes about her every once in a while.”

Twilight's eyes opened a little wider. “So it's normal?”

“Darling, you have had more exposure to her than anypony else I have met. I would be very surprised if you never fantasized about her. She is the ideal form of beauty. I would have expected her to be your encompassing fantasy.” Rarity was doing well so far. Still, she hadn't lied about Celestias’ beauty and Twilights’ exposure. There were, however, a few little things she wanted to know before she continued. “And tell me, Twilight. Have you ever thought of her sister like that? Of Princess Luna?”

A moment passed before Twilight answered. This time she shut her eyes, and kept them closed for the answer. “After Nightmare Night.”

Rarity decided to seize the moment and go for the gold. This was the make or break question that the unicorn was really betting on. She whispered it, so only Twilight could possibly hear. “Twilight. Don't lie. Did you fantasize, even once, about Discord?”

Twilight stepped away from her friend and opened her eyes, looking at the unicorn with a hurt expression. “Why... Why would you ask me that?”

Rarity confidently stepped forward. Impression was important right now, she couldn't buck this up. “Because he was confident. He was powerful. He got close to all of us and played with us like puppets. Even you got played with by him in the end. The only reason we were saved was that Princess Celestia outsmarted him. If she hadn't done that, you and I would still be his puppets. His toys. That kind of power coupled with that kind of drive... It is attractive, Twilight Sparkle. I've clopped to the thought of him more than once.” It was a lie, but Twilight didn't need to know that. “To ask if you've only fantasized, that's practically nothing. Now please answer my question, and don't lie.”

Twilight took a couple of deep breaths as Rarity stared at her, their faces inches apart. “You can't tell anypony.”

“I won’t tell anypony that hasn't already told me the same thing.” Rarity was smirking. She had won her little gambit. Twilight was going to be exactly the kind of fun she was hoping.

“Yes. I did.” Twilight whispered, just as quietly as Rarity had originally asked.

Rarity had a thought. Fluttershy hadn't mentioned this, but why not ask Twilight anyways? “And... what of Nightmare Moon? She was powerful as well.” Rarity remembered how Nightmare Moon had gently flicked her across the face with her mane. At the time it had been embarrassing and frustrating. Looking back on it, it was a little sexy.

“Yes.” Twilight wasn't looking her in the face anymore, instead choosing to keep her eyes cast down. Rarity noticed a slight shiver work its way down Twilight's spine. “Rarity, why are you asking me these question? I'm a little nervous about this.”

Rarity paused. She might as well tell Twilight some of the truth. “If you must know, I've developed a new line of accessories. Their designed to accentuate what's on the inside of a pony. And to be quite honest, they're a little risqué. Part of this experiment is to see which one would suite you. I've made a few, but they are for a very exclusive clientele. And I would not want to give you the wrong one.”

“I'm not sure about this Rarity...” Twilight was quiet, and it looked like she was about to get upset.

Rarity sighed. No wonder this mare spent so much time alone. She was scared of intimacy. “Twilight, darling. I'm going to need you to be brave for me. I'm going to ask questions and tell you to do things. You need to answer them quickly and honestly, and accomplish whatever task I give you. If at any time it becomes too much, you can simply walk over to the door. If you unlatch that door, I will stop this experiment, and we can both go upstairs and have a nice warm cup of tea and try to forget the whole thing.”

Twilight looked around the basement at some of her equipment, apparently thinking. Rarity waited for Twilight to respond. “I... I can try I guess.”

Rarity gave a mental sigh. Maybe she was wrong about the whole thing. She had given Twilight an escape route, some way to stop this if it got out of hoof. She hadn't really wanted to do that, but Twilight seemed very apprehensive about this whole thing. The line of questions was going so well before her anxiety caught up.

“That's most of the hard questions, dear. Before we move on I just want a quick recap. You've clopped twice, and you don't fantasize often, but when you do it includes Celestia, Luna, Discord, or Nightmare Moon. I'm going to guess you've never been with a pony. Is there anything you want to correct about that statement?” Rarity kept a close eye on Twilight's facial features, and noticed a slight twitch when she mentioned the gods.

“No. That sounds right.” Twilight wouldn't meet her gaze, and she seemed very nervous.

This was perfect. Rarity had her opportunity. Twilight had no idea what had happened to her or why it happened. Rarity was going to help her understand something important about herself. “Twilight, I have just a few more questions for you. Did you have many fantasies about any of the gods before Discord... played with us?”

“Not really... I had one about Celestia...” Twilight was acting shy.

“Can you walk me through one with Discord, darling? You can skip any of the risqué parts, I'm just curious if the general tone matches what I'm thinking.” This was sort of important. It needed to be at least similar to how Fluttershy described hers.

“I.. We... He escapes... and then we go to fight him. But he gets to all of you again, and I have to face him alone. Instead of teleporting me away or turning me into a mongoose, he takes my horn again. And then he keeps me from moving somehow... and he gets close...” Twilight's face turned red as she continued. “Then... he touches my face... with his claw... and he...” She faltered for a moment, trying to keep up her momentum before it disappeared, “He kisses me...”

Rarity noticed Twilight's reaction. She was breathing harder and her face had stayed red. This was perfect. Twilight was exactly what she had hoped. “And then?” She knew she shouldn't dig much deeper, but the thought of finding out Twilight's fantasy was overcoming her planning.

Twilight's answer was very quiet, but still present. “And... I kiss him back... I know it's terrible. I shouldn't think of kissing him. And it's strange and weird. I feel terrible for thinking about it like that, but I can't help it. I feel like I'm betraying Celestia... and I don't even know what for.” Twilight shivered as she answered.

Rarity had a moment of confusion. Twilight's deep dark fantasy about Discord was kissing. This was going to take some work. She put the kissing thought on hold, and focused on Twilight's concerns. “Dear, there is no harm in fantasies. I have some particularly dark ones, much more... distressing... than that. Remember those diamond dogs? I have one about them. As for why, I've always been a little different when it came to my affection.” She paused, wondering if she should share the rest quite yet.

“And dear Fluttershy had something a little different about herself. What Discord did to us cut us deep. Not physically, mind you. It was emotional. Things that left scars. For Fluttershy and me, he uncovered something about us that we already knew. I... rediscovered it after he was sealed again. Fluttershy too. It was inherent in our nature already; Discord merely brought it into the light. I think he had a similar effect on you Twilight.”

“What do you mean?”

Rarity had to draw this back into her plan. The best way was to make Twilight feel it again. “Just a second ago, I saw you shiver when I asked you about Nightmare Moon and Discord. Why was that?”

Twilight answered slowly as though she was thinking it through herself. “I... didn't really want to answer you. But I did anyways. Because you wanted me to. Because... because you told me to.”

Rarity grinned devilishly when she saw another shiver run through Twilight as she answered. She put out a hoof and firmly guided Twilight's gaze to hers. “Look at me when you answer, Twilight Sparkle. Tell me again why you shivered. To me, not the floor.” It was working. Twilight's gaze met Rarity’s’ and she saw the confusion and shame mingling with delight.

Twilight started to weakly shake, her head held firm in Rarity's hooves. “I did something that you told me to... that I didn't really want to do.”

Rarity's grin began to grow to Cheshire proportions. “And did you enjoy that feeling, Twilight Sparkle?”

Twilight was still shaking like a leaf, her eyes locked with Rarity's as her face was covered in confusion. “Yes...”

Rarity gently pulled Twilight's head closer to her own, and let her manic grin relax into a more concerned and focused expression. She studied Twilight's wide eyes intently as she spoke quietly. “Then you will kiss me.”

Twilight began to shake nervously and her breathing picked up. She slowly leaned forward and carefully pressed her lips against Rarity's. It was a delicate, quivering kiss. A chaste thing that would be given to a child by its mother. Rarity barely felt the soft lavender petals grace her own. But the effect on Twilight was tremendous. Her face had become flushed and her breathing was hard. Her nervous shaking felt more like she was falling apart or collapsing. Rarity relished that. Watching Twilight realize what she was feeling and why she was feeling it was its own reward.

Rarity's voice was low and condescending. “Twilight dear. That was the sort of kiss a sister would give their brother. That sort of kiss is only for a virgins’ lips, for children. Certainly not mine. Before we are done here, I'll have to teach you a more suitable kiss for what you're about to become.” Rarity let her devilish grin return as Twilight practically collapsed in her hooves. The purple mare was furiously blushing, breathing hard and having a difficult time staying focused on Rarity's eyes. The poor thing didn't understand what was happening to her. Not yet.

“Rarity... I'm not sure I want that.” Twilight pleaded softly, her eyes betraying her concern.

Rarity began to stroke the top of Twilight's head. “Of course you do. But that's not why you're going to do it. You're going to do it because I told you to.” She leaned in to whisper to Twilight again, this time using both of her hooves to hold Twilight steady. “You're going to do it because I want you to. I want to hold you as you kiss me with passion, Twilight Sparkle. You are drawn to power, you love to serve. That's what that shiver is, that shaking feeling you're getting.” Rarity felt Twilight begin to quiver again as she whispered.

“And it doesn't stop there, does it? There is so much more you can give up. And you will, for me. I'll take everything I can from you. You wanted to serve your princesses. You even wanted to serve Discord or Nightmare Moon. But you were too pathetic for the gods. None of them took you. I will. Now your place is begging at my hooves. You're subservient, and you'll serve me. And you will love every second of it.” Rarity was enjoying this. Twilight looked lost, confused. But she was unmistakably shaking, and Rarity recognized Twilight's reactions. She was turned on, a lot.

“Rarity... What are you doing to me?” Twilight begged for an answer.

“I'm doing to you what Discord did to all of us. I'm showing you your place. At my hooves.” It was time to push Twilight a little further. She needed to get a little physical. “And now you're going to lick them.” She put her hoof in front of Twilight's mouth, waiting.

Twilight glanced her eyes from Rarity's to the hoof. She shuddered, and stuck out her tongue. The tongue timidly pressed against the side of the hoof and stuck there as Twilight wasn't quite sure what to do next. “Darling, when I said lick them, I meant for you to slobber all over them. Get your tongue on my frog. I'm supposed to be dainty. Not you.”

Twilight momentarily flicked her tongue back in to swallow, and then pushed it back out. This time, she moved her head around the hoof, switching her eyes between Rarity's face and hoof constantly. Her attention found a few firm spots in the hoof's otherwise soft center, and Rarity had to suppress a groan of delight. Not yet. She couldn't get that into the game yet. She had to wait until it was time. She still had to keep up this image of unshakeable control. She quickly switched out her hoof when Twilight's attention became almost too much to bear.

“Good girl. Isn't that nice now?” Twilight was focused on her task, occasionally gyrating her hips with an unknown need. Rarity would have to punish her if she kept up that habit, but for now she found it amusing as Twilight unconsciously attempted to sate something she didn't understand. She was torturing the poor mare, wasn't she? Rarity sighed as she lowered her hoof. She levitated a large object out of her saddlebags and placed it on the floor.

Twilight stopped her frantic licking to catch her breath and stare at Rarity in a delicious mix of confusion and desire. She rolled her hips, reflexively trying to hump the air and finally noticed what she was doing. The result was comical as her eyes widened and she forced herself to stop the lewd act. “Twilight, dear. I see that you're ready. Suck on this to wet it. I'd recommend doing a good job.”

Twilight stared incredulously at the oversized silicone phallus. “Is that... going inside me?”

“Don't ask stupid questions. And you didn't look at me when you spoke. That's a bad girl.” Rarity grinned as she gently lashed out at Twilight's rear with her magic. Twilight jumped in surprise, not expecting a magic bolt to arc to that location. She quickly began working on getting the object wet, using her mouth and tongue to spread drool all over it. “That's better. Use your tongue up and down the shaft.”

Rarity was giving Twilight a lesson on how to please a male, but Twilight didn't seem to care. Rarity did notice Twilight's telltale shivers when she successfully followed Rarity's explicit instructions. Time to elevate this again. “Twilight, put it in your mouth as far as you feel comfortable.” Rarity manipulated the dildo to point up towards Twilight's mouth, and Twilight lowered her head onto the rubbery thing. She pushed it a reasonable distance into her mouth, keeping her eyes locked on Rarity.

“Good girl. Now push it a little farther than you're comfortable.” Twilight forced her head down just a little further and stopped when she could barely breathe, wheezes coming from her stuffed mouth. She was shaking again, and her tail was pulled to the side in a clear indication of what her body wanted. She still maintained her pleading eye contact with Rarity, unsure of what she was pleading for. Rarity briefly tried to guess if it was to stop this madness, or… to finish it.

She lowered her head down to Twilight's level, to look at her eyes as she made her next command to the wheezing and silently begging mare. “Push it further. Past where you can't breathe.” Twilight's eyes widened in surprise at that, and her whole body began to shake uncontrollably as Rarity watched in anticipation. Slowly, Twilight pushed herself down on the fake penis, until the desperate wheezing stopped. Then she froze, her body quaking wildly and her eyes locked with Rarity's, waiting for the command to raise.

Rarity gave Twilight a moment. If she was going to give up, right now would be the time. If she kept this up, she would feel like her life was in danger. The question Rarity wanted answered was simple. How important was this feeling to Twilight?

Rarity smiled. “This is your real punishment. That love tap earlier was just to surprise you. Let's hope you're quick on the draw, darling.” She carefully lowered her mouth over Twilight's pulsing horn. Rarity didn't figure that this would take very long; this was mostly to scare Twilight away or get her ready for the main event. The suffocating mare was already on the edge, and that last suicidal command had probably brought her much closer.

She slowly circled her tongue over the mare's horn, coaxing and urging the pulsing magic up its length. It came quickly, pushed by the mare beneath and pulled by the one above as it spiraled up in a passionate wave. Rarity pulled away at the last moment, letting the technicolor magic squirt uselessly on the floor, evaporating as fast as it splashed.

At first, Twilight had convulsed, uselessly pumping her hips and flexing her muscles. As Rarity watched the obscene show, Twilight's legs became wet and her movements slowed.

Twilight's eyes were glossy, and her body had stilled as she quietly waited for Rarity to finish watching her lewd display. “Up dear.” The unicorn impaled on the faux penis didn't respond, her eyes slowly closing. This was not what Rarity wanted. She quickly grabbed the mares head and pulled it carefully off of the silicon dildo.

At first, there was barely a whisper of breath as Twilight began to breathe again. Rarity held her as her breaths grew from a faint whisper to desperate gasps. She made sure the first thing Twilight would see upon opening her eyes was Rarity's smiling face. She had plenty of time to study Celestia's student, taking note of the drool and spittle that fell from her mouth. She was beautiful in her debauched state, exhausted and burning with heat. Magnificent really.

Eventually, Twilight's eyes opened and stared for a moment at Rarity. They were calm and relaxed. Rarity was going to fix that soon. But first, Twilight was going to get a little reward. It was time to indulge her silly fantasy. “I don't think you should kiss like an innocent virgin anymore. I'm going to teach you how to kiss like a mare now. Lean in and kiss me, this time open your mouth.”

Twilight immediately complied, quickly pressing herself into Rarity. Rarity pushed her tongue into Twilight's mouth, exploring the cave until she found Twilight's tired tongue. She pressed firmly into the tongue with her own, and for a moment it fought back. But Twilight's body was weakened and her mind was unsure what she was doing. Rarity flattened Twilight's tongue in her mouth, and then began to sculpt the thing. A little pressure there, some lifting here. It was her little ball of clay. Rarity pulled back and giggled at the thought.

“You really are submissive...”

Twilight looked at her confused, and opened her mouth to say something only to stop.

“That's a good girl. Now open up. I want to play with your tongue again.” Rarity leaned forward and invaded Twilight's open mouth. Twilight's tongue played with her for a little longer, but ended up with the same fate of being her toy as last time. As she pulled away, she puckered her lips to feel Twilight's flesh on her own. The purple mare looked longingly at her; the confusion was being replaced with understanding.

Rarity stared back. Twilight had gotten a taste of what her subservience could give her. Of how it could make her feel. Rarity could use her for just about anything she wanted now. Any sick twisted desires she had, Twilight would probably willingly comply with, just to feel that spark. Just like Fluttershy. Rarity was going to use that. She was going to take advantage of her friends in some of the worst possible ways. And they were going to love it.

But first, she had one more little thing to take care of. At this point it was a foregone conclusion, Twilight had already displayed that she was a very excitable submissive. Now that she was ready, she wouldn't resist this at all. “Twilight, dear. I'm going to need you on your back. This is the part where I buck you senseless.” Twilight shot her a scared look, and then got down on the floor, rolling onto her backside. She kept her hooves over her body, vaguely trying to cover herself.

Rarity walked around her, analyzing her. “Spread you hooves out. Be careful not to get your underbelly dirty. I'm going to be laying there.” Rarity watched as Twilight complied, noticing that the mare was beginning to tremble again as she moved her hooves to the side and lay spread eagle for Rarity. Rarity slid into her position, putting her body's weight on Twilight. They were belly to belly, Twilight had her back on the floor and Rarity nuzzled her face.

Rarity raised her head to look at Twilight's eyes. “Let's take a moment to talk. You didn't get in trouble for talking, you got in trouble for not looking at me while you did it.” Twilight kept breathing heavy and held her silence as she locked her eyes with Rarity. “Nothing to say? Then I'll start. Remember that feeling you had when you choked yourself out on my toy? After I commanded you to?”

Twilight's breathing halted as she answered, and Rarity felt a shiver run through the supine mare. “Yes.”

“That... That is the feeling you get from being obedient. I feel something similar when you obey me.” Rarity eyed Twilight curiously. “Do you hate me for doing this to you? For showing you this darker side of yourself?” Rarity was concerned about this. It didn't look like Twilight was angry with her, but they were still in the heat of the moment. She might get upset once she realized what had happened.

Twilight closed her eyes in thought as Rarity awaited her answer. It was taking longer than she was comfortable with, but she wasn't going to let that show. Slowly, Twilight's forelegs wrapped around her in a tight hug, and then Twilight opened her eyes and smiled. “I think... I think I love you.” Rarity momentarily panicked. This was almost as bad as anger. She needed to nip this before it became a problem and led to somewhere unpleasant.

“Twilight, dear. You don't love me like that. You're just a little confused after our activities.” Twilight gave Rarity a skeptical look and held her tightly. “You love the feeling of obedience. Of being put where you belong. You've always wanted to be at somepony's hooves, and I'm just the first magnificent pony to come along and show that to you. Discord opened the gates to your desires, and I simply waltzed in. You don't love me any more or less than before we started this. You might be grateful for what I've done, or maybe a little upset. But you don't love me any more than before.”

Twilight looked at her and seemed a little sad, perhaps a touch crestfallen. Rarity didn't want to hurt her feelings like this, but it was a necessity. “You have to understand Twilight, if you fall in love like that with me, you will get hurt. I know I'm beautiful and you want me, but I am not yours in any way. I'll never be. I've already done this with Fluttershy. She's like you, obedient. We had a little talk about it afterwards and I found out that it's one of the reasons she is such a pushover when it comes to Angel. She gets a thrill out of it. She always has.”

Rarity hugged Twilight back, pressing her nose into the mares cheek. “And as much as you and Fluttershy are dirty ponies, I am a very naughty pony. I enjoy watching my friends squirm and moan. I enjoy watching you get all excited and making you obey me. It's delightful, but you can't fall in love with me, Twilight Sparkle. I'm just going to hurt you.” Rarity let some of her maliciousness leak into her voice. “Viciously. And I'm going to hurt other ponies too.”

Twilight held her for a moment before she spoke. “I... think I understand... I guess. I wasn't sure what was happening at first, but I trusted you. As my friend. Every time you told me to do something, I did it before I had a chance to second guess myself. It felt wrong. But it also felt so right at the same time. And when that last time happened, when I blacked out, I had a moment where everything felt right with the world. In that moment I forgave you for everything that lead up to it.”

Twilight tightened her grip and her voice lowered to a whisper. “It's kind of scary actually. How much I want that moment again. I think I know what you mean when you told me 'I'm not in love with you, but with the feeling'. It feels amazing. Even now while I'm lying here, talking with you... I'm waiting.” Rarity pulled her head up at this and looked into Twilight's twinkling eyes as Twilight continued to speak. “I'm waiting for you to command me. I'm waiting to...” Twilight's body began to quiver beneath her and the voice dropped even lower, “...Obey.”

Rarity's wicked grin grew wide as she watched and felt her submissive little pony shake underneath her. Her little pony was admitting what it wanted. She was more than happy to allow it to serve her. That was the plan, after all. She addressed it with a new intensity. “I'm going to start with some new rules. You are going to address me as... Mistress. And I am going to call you my little servant. Unless there are other little servants around, then I might use your name to address you.”

Twilight grinned back up at Rarity as she tested the new name. “Yes, Mistress...” A shiver ran through her body, and both of them felt it. Rarity levitated the oversized sex toy off the ground, and slowly moved it across Twilight's face. The thing had partially dried, and the drool looked sticky on it.

“You should have gotten it more wet. This pathetically dry thing is going to hurt.” Rarity was teasing her. While the toy itself was looking a little dry, she was sure that Twilight was more than lubricated enough to provide a smooth passage. Well, considering the size of the thing, smooth enough.

In fact, once Rarity had maneuvered it behind the duo and out of eyesight, she levitated a small bottle of lube out of her saddle and squeezed it over the thing. It was easy enough to use her magic to spread the lube all over the toy. This was going to hurt enough without tearing the poor mare apart. “Now move your tail aside, darling. I wouldn't want to mess it any more than necessary.”

Rarity watched Twilight as she brought the dildo up to her lower lips, and gently pressured it forward. It wasn't enough to part them, but it was more than enough for Twilight to know what was there. Twilight's body trembled in anticipation, and her eyes were sparkling. Rarity loved those huge wet eyes. “Darling servant of mine, you are going to spread yourself open to make way for your beautiful mistress. I am going to use your body now.”

Twilight let go of Rarity, and spread all her legs wide. Her eyes were open and almost fearful. So was her trembling body. Rarity positioned herself over Twilight's head to get a very clear view of her facial expressions. She wasn't going to miss any of this. Carefully increasing the pressure on the toy, she gently moved it forward into the mare underneath her. Twilight closed her eyes and sucked in a breath as the monster began its invasion. Rarity stopped at that, giving Twilight a moment to adjust. “Servant. You will keep your eyes open, and watch your radiant Mistress during this activity. Do you understand?”

Twilight's eyes opened and she let out her held breath in quivering bursts as her chest lightly convulsed. “Yes... Mistress.” Rarity continued advancing the thing, feeling the bulge in Twilight's abdomen press against her stomach. Twilight's eyes were teared up, and her breathing was labored. She began to weakly whine to Rarity in between gasps as the large thing displaced her insides. “It... hurts... It's too big...”

“I'm not going to stop, servant. Put your mouth to better use and kiss me.” Rarity commanded Twilight to distract her from the pain. Twilight lifted her head up and pressed their lips together. The rough kiss wasn't personal enough for Rarity so she forced Twilight's mouth open with her own and began to stroke Twilight's timid tongue. Twilight was breathing hard into Rarity, occasionally squealing and moaning as the sex toy forced its way in.

Rarity was enjoying herself. Twilight's sweaty body was squirming beneath her, she could feel the muscles tense when Twilight would squeak and relax as she moaned. Rarity forced Twilight's head back to the ground, her tongue pinning Twilight's. She pulled out of the kiss, and her smile turned sadistic as she flared her magic and forced the object in the rest of the way.

Twilight responded immediately, her eyes unfocused and the black of her pupil dilated as her purple iris shrank to nothing. She grit her teeth and uttered a guttural scream that was a result of her body contracting in pain while her jaw clenched tight and her face grimaced. Rarity watched the tears cascade down Twilight's face in a waterfall as the purple pony began to slowly relax, breathing out in gentle moans. Rarity felt Twilight's hot muscles melt from rock hard rigidity to soft and delicate putty underneath her body. “Did that hurt, my darling servant?”

“Y-yes...M-mistress...” Twilight stuttered out between her sobs.

“Good...” Rarity cooed in her ear. Twilight began to shiver again. “Let's have a look at the damage then, dear.” Rarity stood up off of Twilight and walked over to inspect Twilight's stretched pussy. “My goodness. Look at that. It went all the way in.” She gave it a light tap with her hoof and Twilight squirmed and sucked in a breath.

“I'm going to bring out the next toy. When we're done, you won't be a virgin anywhere.” Rarity reached into her bag, pulling out another smaller toy with her hoof. This one was shaped funny, it was wide at the base and thinned immediately after with a bulge almost as large at the base for the rest of its short length. A small ring came out of the base and Rarity had managed to inscribe her cutie mark under the ring. She had also hid a small stone under the cutie mark, a little bit of magically reactive gemstone. It was a personal touch she put in some of her favorite toys, and right now Twilight deserved the best.

“Darling, this is going to feel a little strange. It won’t hurt quite like the last one, but I'm going to have to put it in by hoof. Do be a dear and watch me.” Rarity levitated the bottle of lube and began to spread some over the plug. Twilight craned her head and watched Rarity work as she meticulously covered every inch of the toy. “I'm going to apply a little fluid to your body. Relax as much as you can and don't resist me.”

“Yes Mistress.” Twilight was intently eying the plug, having never seen a toy quite like that. It looked as though Twilight had mostly recovered her senses; she was still sniffling a little but otherwise seemed more curious than anything else. She gave a soft gasp as Rarity began to magically spread some lube over her tightened pucker. Rarity put a little magical pressure on the ring of muscle, and Twilight relaxed allowing her to spread the jelly inside.

Rarity clicked in disapproval as she noticed Twilight's stretched slit was messily leaking over her flesh and onto her flattened tail when she lined the plug up to Twilight's darker hole. She had been warned about that. There would be repercussions later. “You are a dirty mare, servant.” Rarity smirked at Twilight's blushing face. “Open up...” She forced the plug firmly in with a light grunt. At first there was resistance, then Twilight relaxed and the plug moved slowly forward. It slid in smooth once the bulge was past Twilight's tight hole, right up until the base smacked against her flesh. Rarity watched as Twilight's anus twitched and tightened around it a few times, testing the firmness and gently sucking it in and out.

“That feels... different Mistress.” Twilight didn't seem to know if she liked the sensation or not. Rarity didn't care, she enjoyed the sight of her cutie mark entombed in Twilight's pulsing moist flesh.

“Now we're ready to really start.” Rarity eased herself back on to Twilight's body, being careful to avoid the particularly wet parts. There was no reason for her to dirty herself. “You know dear, you are filthy right now. Don't you dare get your mistress dirty once we start the real activity.”

Twilight looked at her, confused. “But... I don't have any orifices left. Aren't we... already done having sex? You already put things inside me, and I can't get pregnant from a mare so there isn't any semen.”

Rarity stared at her in disbelief and then blinked. There was no way anypony was this naïve. Not when they were lying on their back with another mare lying on top of them while filled with a dildo and a butt plug. Then again, this was Twilight Sparkle... “Darling... Do you... Do you... have any idea what's going on right now?”

Twilight flattened her ears. “We just had sex... Right?”

She had no idea, did she? “Twilight... What was the most intimate thing you have ever fantasized about?” Rarity forgot her own rule as she tried to understand this anomaly.

“I... Kissing Celestia... like we did earlier. With tongues.” Twilight didn't avert her gaze or blush. She didn't appear to be hiding anything.

Rarity couldn't believe this. It was impossible. “You work in a library. You are the most educated mare I know. Surely you've read something on the matter at hand?”

“The library is a public library. Celestia controls what we have for circulation. And I always focus on magic and history in my classes. Occasionally I'll read a fiction book from my public library... Is this... a problem? Do we... have to stop now?” Twilight seemed concerned, her ears still pressed tightly against her head.

Rarity managed to keep control of herself just long enough to warn Twilight. “Darling. I'm about to do something incredibly cathartic. You're going to need to give me a moment to collect myself after I'm done. And it's much too late for either of us to stop now.”

Twilight only managed, “What do...” before Rarity began laughing hysterically.

“WAHAHAHAHAHA!” Twilight shuffled nervously beneath her as she kept laughing. “You... Haha... Don't have... HA! Any idea... HAHAHA!” Rarity was laying completely on Twilight, her legs moving back and forth as she struggled to contain her laughter. “Two... Haha... Dildos... haha...” Rarity's leg managed to slide across Twilight's abused hole, startling Twilight and getting Rarity's leg wet. “Horn job... HA...You... ha came... Haha!” Rarity seemed to collect herself for a second, slowly turning her head to look at Twilight.

As soon as their eyes met, she cracked a crooked grin and started laughing again. “Eunnn.. huhhuhnn!” She was giggling now. “I put a plug in your bum! hnhnhn... Too... rich!” Twilight looked like she was about to cry as Rarity tried to bring herself under control again. “Haha... Excuse me dear. Hehe... I need a second to recover.” Rarity closed her eyes and sucked in a deep breath. She relaxed and let it out to breathe in another. That was much better.

“Why... Were you laughing at me?” Twilight sounded hurt. It was a good thing Rarity regained control of herself. She had almost lost control of Twilight.

Rarity turned her face back to Twilight and managed to keep an iron grip on her features. “I was laughing at you because you deserved it, servant.”

Twilight seemed distressed at the suddenly cold remark. “What?”

“You have only the vaguest idea of what sex is, and yet I managed to get you on your back in your own basement... stuffed with a dildo and a butt plug. I am about to buck you raw, and you don't even know what I'm talking about. I thought you were the most knowledgeable mare I knew, but this is pathetic.” Rarity tried to gauge Twilight's reaction. She didn't seem excited by the verbal assault, she seemed upset. Rarity had to change her tactic.

“You don't even know how far you've fallen. You don't understand at all. Your innocence is beautiful, but your Mistress is going to destroy it.” Rarity licked Twilight up the side of her neck. She seemed to be warming back up. Physical affection seemed to make the difference. Rarity applied just a little magic to the giant sex toy nestled in Twilight, jostling it slightly forward and backwards while giving it a slight wiggle. “It is good that you were willing to serve your Mistress with pain. But now I am going to teach you to serve with pleasure. Watch as I defile your flesh, servant.” Rarity stood up just enough to allow Twilight to see the toy pull slowly out of her body.

Twilight's eyes opened wide as she frantically looked back and forth between Rarity's face and the monster between her legs. The leviathan pushed back in as Rarity gave it a little magical nudge, and Twilight grunted. Rarity gave a light tug on the ring in Twilight's rear, causing her hips to lewdly lift in response. Rarity leaned down and kissed Twilight, this time she was met with passion. Twilight's tongue danced with Rarity's, and followed it out when Rarity pulled from the kiss.

“Are you beginning to understand, servant?” Rarity grinned at Twilight's lustful face.

“Yes Mistress.” Twilight's face was of concentration and illumination. She was feeling what her Mistress had promised.

Rarity lowered herself onto Twilight's belly, and began to move in rhythm with the sex toy. Twilight began to moan quietly with each gentle thrust. “You know, this toy is much larger than a real stallion. I'm ruining you right now. You'll never feel this full from a stallion in Ponyville. Every time I do this,” Rarity thrust into Twilight hard with the thing, causing her to bite her lip, “You stretch a little wider. By the time we're done, you're going to be the loosest pony in Ponyville. You'll be my little slut.” Rarity started to plant little kisses and nibbles on Twilight's ear.

Twilight was unintelligible, moaning and gyrating underneath her. Rarity felt Twilight's heat and movement building beneath her. The little filly was about to become a mare. Rarity wasn't about to let that happen just yet. She suddenly stopped, lifting her head and staring down at Twilight.

Twilight looked up at her with pleading eyes. “Why... Why did we stop?”

“You're much too eager, servant. And I wanted to correct you about something. Earlier you mentioned that all of your orifices were full. That isn't true. You still have your mouth. If you want to keep going, you need to use it. Beg your Mistress.” Rarity smirked at Twilight as the purple pony gasped for air to speak.

“Do it. Do it to me.”

Rarity's confident smirk turned into a frown. That wasn't right at all. Twilight would suffer for that. “I told you to beg, servant. Not command. You will be punished for that mistake. And what is “it”? I need to know that you understand what you're begging for.”

Twilight thought for a moment before she responded. “Mistress... Please ruin me. Please make me the loosest pony in Ponyville. Please... Make me your slut. Please Mistress...” Did Twilight really understand what a slut was? What she was asking? Rarity didn't really care at this point. Twilight was going to learn.

“Much better. But I still need to punish you somehow.” Rarity settled her weight on Twilight's warm sweaty body as she reached her magic into the butt plug, activating the gemstone inside. Twilight gasped as the toy began to buzz and vibrate. “Isn't that exciting? I'm going to keep us like this for a while. I'll just be resting on you as you deal with my little toy. If you can get it out without using your hooves or magic, maybe I'll start again.” Rarity closed her eyes and pretended to rest on Twilight.

She felt Twilight struggle underneath her and grunt as a sick slurping sound came from behind. Twilight's body relaxed and another wet slurp happened as she groaned. The mare was trying to expel it, but it wouldn't go. Rarity kept her giggle to herself. Twilight wouldn't be able to get it out. It was designed to stay unless you pulled on the ring, and Rarity was using the magic that kept it buzzing to provide a little extra pressure.

She waited patiently as Twilight made very unladylike noises trying to expel the device. It kept buzzing the whole time, keeping Twilight excited from her constant movement and its vibration. Now she really was torturing the mare. Rarity yawned. Maybe she would fall asleep.

Eventually Twilight stopped struggling, and just lay under her sweating and gently gyrating. She called out pathetically, “Mistress? Please... I can't get it out...” Bingo. Rarity won again.

“Really my little servant? I had one task for you and you couldn't accomplish it? What should I do about it?”

“Mistress... Please buck me. I need it. I can't stop thinking about it, it almost... hurts.”

“Maybe I will. But what will you do for me if I do that? I certainly don't owe you anything.” Rarity was curious what Twilight would offer. Her lack of sexual knowledge might make this difficult.

Twilight's answer came much faster than Rarity expected. “I'll do anything for you, Rarity.”

Rarity questioned to buy some time. “Anything?” This was a dangerous request. She hoped the real dangerous part was accidental.

“Anything, Rarity.” There it was again. Not an accident. Still, she had better make this clear.

“Do you mean that your Mistress's servant will do anything for her? Or do you mean that Twilight Sparkle will do anything for Rarity?” Rarity opened her eyes and made eye contact with Twilight. This was important enough for them to speak face to face. Earlier Rarity had promised to take everything she could from Twilight. She hadn't expected it to get this far. Still, if Twilight offered, she would take it. She would take everything, even if it was more than she'd hoped. More than she'd wanted.

“I will do anything for you... Rarity. Just buck me. Ruin me...” Twilight began to shiver as she spoke, and her face looked almost orgasmic. Rarity sighed. This offer was exactly what she was afraid it had been. And she was going to take it. All of it.

Rarity slowly started pumping the large sex toy, while giving steady tugs to the anal plug. Twilight wrapped her forelegs around Rarity and moaned in apparent ecstasy. “I'm going to hurt you Twilight. I'm going to hurt you for real.” Twilight moaned and shivered around Rarity. “You might as well call me Mistress Rarity then. Miss Rarity for short, or when in polite company.” Rarity sounded almost defeated. She felt a little despondent. This was her friend. Her stomach twisted at the thought of what she had done and was doing. Twilight had trusted her, and she had...

“Mistress Rarity...” Twilight moaned the title and name hotly as she began to meet Rarity's thrusts with her own. It didn't matter what Rarity had done. Twilight was loving this just as much as Rarity was.

“You just decided what accessory you get as well. You're not my servant anymore. You're my slave.” Rarity watched Twilight moan in pure joy as her body quaked mercilessly. Twilight's eyes were locked with hers, and the pupils were dilated wide. Her torso convulsed, and Twilight cried out unintelligibly as she thrust wildly into Rarity. There was nothing left to be said as Rarity continued to buck her slave. Rarity figured that since Twilight gave up so much for a simple carnal pleasure, she might as well give her the time of her life.

Rarity picked up her pace with the dildo and the plug, pulling and shoving them wildly to help Twilight ride out her bliss. Their forelegs locked around each other as they bounced on the hard floor. Twilight was probably getting battered, and Rarity was definitely getting messy. She hated getting messy, but she could have Twilight clean her up later.

Still, as she thought about what she had done to her friend she got a thrill. This was all her fault, and now she was going to put one of her lovely accessories on Twilight. She had manipulated Twilight into this situation, and taken advantage of her friend just like she had planned. Fluttershy now had a new playmate, one who would be subservient to even her. Rarity allowed her passion to take hold, and bit Twilight on the shoulder eliciting a scream of delight.

She held on, riding Twilight as Twilight rode out the orgasm. When it finally subsided, Rarity ripped out the plug and repositioned the dildo, stretching Twilight's unprepared ass. Twilight screamed again as she was invaded once more. Rarity endured another few seconds of her broken and battered slaves euphoric seizures, and then Twilight stilled.

Rarity soaked in Twilight's form, her tearful and vacant eyes, her sweat soaked body and beating heart, and her open and drooling mouth. Rarity had done well, and Twilight had reaped the rewards of her efforts. Forcing Twilight's lips to hers, Rarity began a long slow kiss on the exhausted mares mouth. Her hot and limp tongue slowly responded to Rarity, weakly struggling to caress the other tongue. Twilight's eyes focused, once again trained on her mistress's.

It was time to make sure everything was as Rarity believed. Rarity ended the kiss with a sweet little lick across Twilight's drying lips. “Twilight dear. I need you to understand. What you agreed to do was more than this little game. It was letting me into your real life in this capacity. I need to know, are you serious about that?”

There was no hesitation in her answer. “Yes, Mistress Rarity.”

“I'm going to physically hurt you and humiliate you for my pleasure. Some of it is going to be very deep. There will be no going back once we start.”

Twilight picked up Rarity's hoof, and placed it on her chest. “Mistress Rarity. It's too late. We've already started. You already took me, already showed me. You ruined me and made me your slut.” Rarity quietly giggled to herself. One time does not make a slut, nor was Twilight truly ruined. But Twilight didn't know that, and soon enough she really would be both things anyways. “This is where I belong... It feels so right being under your hoof like this.” Twilight put Rarity's hoof on her face. “I'm going to serve you. You're going to hurt me, and I'm going to love it.”

Rarity grinned sadistically and pressed down with her hoof, putting pressure on the mares head. “Then I'll allow you to love me, slave. Your affection will be a tool I use to hurt you deeper. It's time to punish you for letting your tail get so dirty, and for being so foolish as to allow me into your life like this. I'm going to unlatch the door. Once I unlatch it, you will not be able to. Do you understand, slave? This is your last chance.”

Twilight glanced up the stairs and then back to Rarity. She shuddered as she answered. “Yes, Mistress Rarity. There is no way to escape for me anymore. You're taking it from me.”

Rarity pressed more firmly with her hoof, digging into Twilight's soft flesh. “For being so smart, you really are naïve, my little slave.” The door unlatched with a magic pulse from Rarity. “It's time for me to hurt you.”

Spike was getting a little worried. It had been about five hours since Rarity asked to be left alone in the basement. At first, he had thought he might have heard some yelling and screaming. He knew Twilight could get emotional and irrational about some things, especially things like deadlines, so he wasn't too worried about the loud noises. After all, if Twilight was in danger, she would have just teleported out of the basement. And she would never actually hurt Rarity.

Still, he hadn't heard anything from downstairs in a long time. Maybe just a peek wouldn't hurt. As he approached the door, a magically amplified voice called for him. “Spike, Dear. Please come on down here. I believe Twilight and I are prepared to speak to you.”

Relieved, Spike began his descent past the door. He did not notice as it closed and latched behind him.

Rarity waited as Spike walked down the stairs. Twilight had prepared a spot for her to lay down on a spare couch she had stuffed down here, so she was laying on her makeshift throne for the evening. Twilight was laying on the floor at the foot of the couch, eyes cast down as she waited for Spike.

Rarity had spent the time teaching Twilight some of the more delicate aspects of their bodies. After the rough sex from earlier, Rarity had wanted to show Twilight how much fun being gentle could be. Twilight was a very bright student, and quick learner. And oh so eager to please.

Of course, Twilight's body was covered in bite marks and bruises now. Rarity was pretty sure one of Twilight's nipples was still bleeding, but she would see to that later. Rarity let her eyes wander over Twilight's prone body. Twilight was wearing the collar that Rarity had made. She had decided on the moonstone one for Twilight. The metal would be dark and sleek until it was exposed to moonlight. Then it would glow, appearing as silver. It was the most expensive accessory she had made, moonstone was quite rare. The best part was the little clasp with Rarity's Cutie mark on it. Rarity had a key to unlock the clasp, but she needed to engrave Twilight's cutie mark into it before the accessory was entirely finished.

Rarity was distracted as Spike finally made it down the stairs. “Is everything alright? For a minute I thought you two were fighting.”

“Sorry, dear. We did get a little physical, but I assure you everything is just perfect. Now, Spikey. I have a little reward for you for being so kind to me all the time. Why don't you come up here with me for a moment Darling?” Rarity made her best puppy dog face for Spike, hoping he wouldn't notice Twilight, or her condition.

Her ploy worked, as Spike practically floated up to her on the couch. “Whatever you wish, my lady...”

Rarity laid back on the couch, and guided Spike onto her body. She carefully positioned his malleable body so that his back was pressed against her stomach, and his tail cascaded down between her legs. It was slightly in contact with her more personal areas, but she knew Spike would be an absolute gentleman about that. Still, it would be best to let the hyperventilating dragon know what her designs were. “Spikey?”

“Yes...?” Spike gulped.

“I'm comfortable with your tail resting there, darling.” Rarity caressed Spikes cheek and his body went rigid as he realized what she meant. “But do be careful with it. I'm a lady, and I do not appreciate being taken advantage of.”

“Uh... Of course... my lady...” She felt his spines flex against her fur, they were rigid and slightly uncomfortable, but not painful. She could endure them for a while.

“Now then. For your reward.” She placed her hooves on his chest, gently hugging him to her body. His claws tentatively wrapped around her forelegs as his breathing grew deeper. He was such a darling little dragon. “I know you've liked me for a long time, Spike. And I'm flattered, really. I even like you quite a bit myself.” She gave him a squeeze.

“Really?” He sounded hopeful as he relaxed into her chest.

“Really, Spikey Wikey. But I have a little problem when it comes to intimacy. I don't like ponies, or in your case dragons, getting too close to me while I'm... expressing my affection. It makes things like this very difficult.” This wasn't a lie, she was quite fond of the little guy and she did have a problem.

“It's okay, Rarity. I'm just happy being close like this. This is... good.” Spike sounded distant, as though he was in some sort of dream and afraid he was going to wake up.

“But it is not okay at all, Spike! I know you're a growing young dragon. Your body want's physical affection as well as emotional. Luckily, I've recently acquired something to help us with our problem.” Rarity allowed herself to smile maniacally as she spoke. Spike couldn't see her face, so there was no harm.

“But I'm not sure I'm ready. For that.” Spike seemed worried, so Rarity gave him a reassuring squeeze.

“Oh, Darling. You are ready, just look down your body. It's being honest at least.” Rarity was eying his growing length. All this talk of love and close hugging was having its effect on the male dragon. It wasn't hugely impressive, but it was vastly different from a ponies. There was even a small trail of spines that ran down the length. They looked fleshy, but Rarity was curious about their texture. She would have to ask later.

“I... umm...” Spike couldn't really speak as she gently rubbed his chest with her hooves.

“As I was saying. I recently made an acquisition that would help us out. Or in this case, help you out. I think it's time to start.”

Twilight stood up when she heard the code words, and carefully approached the duo on the couch. Spike startled when he saw her. “Twilight! This isn't what it looks like, I'm... we're...” His voice died off as he got a closer look. Her fur was matted and mussed, her face had runs where tears and spittle had dried, and she was covered in red marks. Even her usual straight cut main and tail were plastered all over her face and rump, sticking together and to her fur.

His concern about getting in trouble completely disappeared from his voice as he asked the now important question. “Are... Are you okay?”

Rarity was glad she had given Twilight instructions beforehand; interrupting this would have been awkward. Luckily, Twilight was an excellent student and carefully followed her orders. She gave Spike a gaze that matched the intensity of attention she was to give her mistress. And then Twilight spoke. “I love you, Spike. You know that.”

Rarity noticed that Spikes erection was dwindling. He was much too concerned about Twilight to be excited right now. Hopefully that would pass. She had told Twilight to explain her emotions to Spike, so that maybe he would understand.

“You're like a little brother, or an adopted son to me.” Twilight's eyes began to grow wet, and her voice started to feel emotional. Spike silently stared at her, gripping Rarity's hooves in a vice grip. “But I love Mistress Rarity, too. She came down here and showed me...” Twilight blinked her eyes clean and took a moment to think, “she showed me how it felt to be used.” She climbed up on the couch and looked down at Spike as his eyes grew wide.

Rarity held him tight as he breathed faster. He was panicking. That would be no good. Twilight noticed it as well, and slowly climbed over the two of them, lowering her body down on the terrified dragon. Rarity felt Twilight's weight settle on Spike, sandwiching him in between their bodies. She couldn't feel Spikes arousal, but she could imagine it, growing hard between his body and his guardians. Rarity watched Twilight's pained expression as she began to defile her precious dragon.

Twilight whispered into Spikes ear, just loud enough for Rarity to hear. “I love to be hurt, Spike. And this...” She groaned as she ground her hips into spikes, causing his body to stiffen. As her face left his field of view, she looked at Rarity, tears streaming fresh down the worn riverbed of her face. For just an instant, Rarity saw the pain of betrayal, of how much it hurt Twilight to do that to Spike. Of how painful it was for Twilight to enact the corruption of her loyal and innocent companion. Twilight nearly cried when she continued, her voice a desperate whisper.“This hurts...”

Rarity smiled. Her little slave was getting exactly what she needed. Twilight pressed her face into Spikes, spilling her tongue into his mouth. He still seemed quite upset, even if he was flushed with excitement. Perhaps Twilight's tears were unnerving him. Rarity decided to educate him while they were too occupied to speak. “Spike. Twilight is my toy now. Don't think of her as your big sister or guardian, but as an extension of me. I can't do what she is going to do to you. She wants this because I do. Everypony here wants you two to do this. This is your reward. Enjoy it.”

Spike closed his eyes, and leaned into Twilight's kiss as fresh tears fell down her face. The sight was getting Rarity wet, and Spikes tail was dangerously close. The little gentleman was confused, but he was doing as he was told. It would be an easy thing for Rarity to take advantage of his unique anatomy. She shivered. No... She couldn't. She still had to wait. Tonight she would have fun though. It was looking to be another delightful sleepless night.

Twilight pulled from Spikes mouth, leaving his shameless tongue dangling in the air. He looked up at her with wide eyes as she rose up by putting a hoof on his chest. She sniffled, and then spoke. “Ready, Spike? I love you.” Tears streamed down her face as she prepared for Spike's impending defilement. Her smile was bittersweet as she leaned back, using her magic to guide his erect member into its eager destination.

Rarity felt Spike shudder as his length was buried in the warm flesh of her slave. Twilight stared at Spike as she gently moved up and down, making him feel things he had never felt before. Rarity knew Spike was confused and disoriented, the closest thing to a mother and a sister he had was currently impaled on his little cock. He didn't want this mentally but his body couldn't say no. Twilight was gently milking him, coaxing the young dragon to reciprocate. And reciprocate he did, his tail was lightly brushing Rarity's nethers as he began thrusting upwards into Twilight. Rarity could forgive him for his enthusiasm, he wasn't trying to take advantage of her. Still, the electric tingle of his scales was something to think about later.

What she wasn't going to forgive was a few thrusts later when Twilight broke the rules and closed her eyes. Spike had tensed dramatically and called out her name, “Twilight...” Her head tilted back as she smiled in pained ecstasy, and then settled on Spikes relaxing body. Rarity realized that the little dragon had reached his peak already and would be useless for a while after. At least he had enjoyed the short exercise. Even though Twilight had just had her first real taste of a males seed, she was still going to need a bit more attention.

Twilight relaxed back down on to Spike and gave him another deep kiss, she was more successful in holding back her tears. Their bodies were joined together on the top and bottom, but they were no longer moving for Rarity's amusement. They were ignoring her as Spike tried to understand what had just happened, and Twilight attempted to explain with her tongue. Rarity was getting frustrated. How dare they forget her. “Darling slave. You just made his cock very dirty. Clean it.”

Twilight broke from the kiss, and slid down Spikes body. Spike looked confused at Twilight's receding form, but gave a light gasp when she put his dick in her mouth. She managed to keep eye contact with him the whole time. “I saw when you broke that rule, slave. I'm going to punish you for that. You needed to keep eye contact with dear Spikey the whole time.”

“She didn't mean it! I'm sorry!” Spike sounded worried again. Rarity sighed. Maybe she could just explain this to him.

“Spike. Look at her face. Do you see her eyes? See her cheeks, how they're flushed. Look at her tail. It's pushed to the side, waiting for something to violate her. Yes, she is crying. But she enjoys this, Spike. She enjoys being called dirty names like slave and slut. She enjoys being punished.” Rarity noticed Twilight shiver when she mentioned punishment.

“And I'm going to need you to be able to recognize these things.” Rarity had decided the punishment. It was a big one for both Twilight and Spike. She didn't like being ignored...

“Why? What do you mean?” Spike was curious now, the constant attention on his member was building up his confidence, and Rarity's reassuring speech had assuaged some of his worries.

“You're going to help me punish her. I can't be here all the time. I have plans tonight. So when she is done cleaning your cock, when you finish in her mouth, I am going to need you to go upstairs and make dinner for the two of you. I'm going to have a little chat with her, and then I am going to leave. You are going to stay here with her, and you are going to use her tonight like I would.” Rarity smiled. Leaving Twilight in the claws of a hormonal dragon who was just introduced to sex would be a fitting punishment. Sure, he would have a short fuse, but he would be able to reload all night. Twilight would be kept busy without actually getting release. Twilight would be more attentive to her mistress's needs the next time they met.

“I... don't think I can do that...” Spike was on the verge of tears as he watched his Twilight licking and sucking his male pride. Her eyes were open in surprise as she considered what Rarity was ordering, but she kept up her licking and bobbing. She had learned this on the dildo, and she was putting it to use on Spike's warm flesh.

“Spikey... Twilight needs this. I need this. You're not doing it for you. You're doing it for me and her.” Rarity decided that she might have to sweeten the deal for him. A little hint of what could be. “You know Spike, someday I might be able to be with somepony like that. Like this. And it would have to be somepony I trust. If you can do this for me, for her, then maybe it might be some dragon...”

Spike was silent as he watched Twilight work, her mouth moving up and down his wet shaft. He was lost in thought, considering the implications of Rarity's words. They weren't exactly a promise or an offer, but they were an opportunity. One the dragon had never had before. One that spoke to his deepest desires. Rarity knew what she was saying, and the impact it would have on Spike. She winked at Twilight from behind Spikes glazed and thoughtful gaze.

Twilight herself seemed to be lost in thought as well. The aftermath of this activity hadn't been discussed earlier, and this outcome apparently hadn't crossed her mind. What would it do to her beautiful little slave to be disgraced and debauched by her most loved family member? Rarity smirked as she imagined the new life Twilight was going to be living. Every day wouldn't be as significant as this one, but the days would be sticky and fun.

Rarity began to fantasize about Twilight's future. The lewd sounds of Twilight's sucking and Spikes gentle moans accompanied images of Twilight spread wide and begging. Images of Twilight laying on the ground covered in semen as Spike drew long claw marks up her body. She wasn't crying in all of them, and some of those were the best. The one with Twilight lost in ecstasy, chained to the floor and masturbating wildly with a dildo while Spike and Rarity had tea and watched was particularly arousing. She wasn't crying in that fantasy, she was completely corrupted and one hundred percent focused on her lewd task. Completely a slave to Rarity's will.

Rarity eyed Twilight's tearful face as she imagined the broken smiling slave. It would take some time, some work to turn her into that dream. Twilight's body would have to be stretched, she would really have to become a ruined loose pony. Her mind would need some coaxing, some gentle pushing here and there, but it was already traveling down that path. Rarity would have to slowly destroy Twilight's personal life, her hopes and dreams. After Spike, she could work on Twilight's relationship with the princess. And then maybe the rest of her family. Each and every time, Twilight would be hurt deeper and changed more into the ecstatic screaming slave in Rarity's mind. The happy lost Twilight with no desire except to perform for her mistress would exist. Rarity was sure of it. But first she had to get Spikes help.

Rarity felt his breathing pick up, and she decided to give him a little taste. Empty promises were easy, perhaps maybe one day she would entertain his desires. That would be a day very far away. For now she could still perform as much for him as she did for Twilight. She leaned over, and planted a kiss on Spikes forehead. As she kissed him, Spikes body convulsed and he grunted.

Rarity felt a little boost to her self-confidence. Twilight had been working his dick for a while now, and Rarity only had to plant a delicate kiss on his forehead in order to make him cum. That was the difference between wet flesh and a real pony. Twilight's relationship with Spike was already changing as his hips thrust into her mouth, and she pushed herself deep onto his member. Rarity was turning their close familial bonds into something else.

Rarity held Spike in her embrace as he thrust a few more times into Twilight. Rarity could see Twilight's facial expression change as the warm thick goo invaded her mouth. She wasn't sure what to do with it, and Rarity could see the taste might not be what Twilight had been expecting. Finally, he melted in her arms and kept his eyes locked on Twilight's. Rarity couldn't guess what his fantasies had been during the act, but she was fairly sure that Twilight's mirrored her own. Hopefully his had been convincing.

“I'll do it... I'm going upstairs... to make dinner... come on up... when you're ready.” Spike was sad, holding back tears as he climbed dejectedly off of Rarity and pushed Twilight carelessly aside. Rarity and Twilight let him go, watching him climb up the stairs and eventually shut the cellar door behind him.

“Well slave? How was that?” Rarity smirked at Twilight.

“That... hurt. Mistress Rarity.” Twilight started openly crying, a little white stream leaked from the corner of her mouth. She scrunched her face up in misery, and wailed as Rarity held her tightly. “Thank you so much... Thank you. Thank you...”

Rarity held her little slave and let her cry. Catharsis was good for relaxing, and she was going to need to be relaxed for her busy evening. She had until Spike finished cooking to explain the new rules to Twilight, but that wouldn't take very long. Rarity was a little upset that her fur was getting wet from Twilight's tears and sticky body, but she still had time to have Twilight clean her again. That of course could wait until Twilight was done crying over what she had just done. Over what Rarity had just taken from her.

Twilight lay in bed, her dragon on top of her abused body. Spike usually wasn't allowed to sleep in her bed, not since he was little. But the rules had changed today. At first he had been sad and slow to act, but she had been instructed to be aggressive with him. To coax him into using her. And she had done an amazing job. He slowly went from sad to angry, using her like his cock sleeve all night. Dinner had been awkward and slow, but dessert had been... fun.

He had gotten creative as well, figuring out that his little penis wasn't quite enough to make Twilight satisfied. She had never before realized how sharp his claws actually were. The highlight of the evening had been when he forced her to write a friendship report to the princess, going in to great detail about her new discoveries. She was terrified Celestia would banish her for her deviancy, but Spike had just smirked and sent the letter. Up until then she had been thinking that Spike was acting, just pretending for her benefit. But that smirk was real; a true cruel moment where he knew that he had really hurt her. That had made her cry so much. Afterwards he had bucked her, and she actually came from it as he called her all sorts of dirty names.

Now she was emotionally and physically drained. Spike was worn out as well, sleeping on her body and using her like a pillow. Tomorrow morning she had to clean herself up first thing in the shower. She was going to meet Rarity and they were going to the Spa. Supposedly Fluttershy was going to be there as well. Afterwards, they planned to go to Fluttershy's house and "relax".

Twilight's life was changing. Into what, she wasn't sure. The day had felt so wrong, and yet so right. She hadn't been this happy in a very long time. She also thought she had never been this sad before. What would her mother think? Twilight idly wondered about what other ponies would think as she felt her collar with her hoof. Other ponies didn't matter anymore. But they still...

She was reminded of her fantasy. The terrifying one that haunted her while she slowly sucked Spikes dick for the first time that day. Having Spike change how he felt and thought about her had been painful on a completely different level. It had hurt in a way that ponies hadn't meant to be hurt. It had only happened because she loved him so much, and because he had loved her. The fantasy had extrapolated that, extended it to everyone she knew.

She still loved her mom. She still loved her dad and Shining Armor and Princess Celestia... What was she going to do? Would they disown her from her family for this? Would she still be the Princesses student when she read that friendship report? Had she already read it and simply not responded yet? Was this something other ponies needed to know about?

What was going to happen with her dark fantasy? Spike had unknowingly indulged it with that letter. She would find out soon what her mentor thought on the matter. She was truly scared of what Rarity would do when she was forced to admit it to her. And she had no doubt Rarity would ask and Twilight would tell. Rarity had promised to take everything she could from Twilight, and so far she had fulfilled her promise. Once she found out about that fantasy...

She was going to have to have a talk with Rarity tomorrow. It had felt so right when she had started, when she was doing it, but as soon as she stopped and thought about everything it made her feel uneasy. Scared for her future. Twilight had always aspired to be a famous academic, respected by Celestia and admired in refined intellectual circles. But this was leading somewhere else. Rarity had brought Spike in to hurt Twilight, and it had worked. It had worked well, but there had been repercussions. Inevitable changes to Twilight's lifestyle that would be hard to disguise. Maybe that was the point. Maybe Rarity already knew and they were already moving slowly towards Twilight's dark fantasy. That thought terrified her and excited her, but the conclusion was going to be determined by the Princess's response.

Spike had taken a huge risk with that letter, he probably didn't believe or wasn't aware of the possible consequences. Princess Celestia had her own secrets for sure, and being thousands of years old meant a different view point than most ponies on this sort of thing. Still, while personally she had never seemed to be offended by anything, she had been the one to determine Twilight's education and the contents of this public library. The fact that Twilight had known nothing about sex before today was an alarming indication of Celestia's possible puritanical viewpoints. Twilight might be punished severely. She felt herself grow wet at the thought.

What the buck was wrong with her?

Celestia read last night's friendship report over morning coffee and doughnuts as Luna casually ate her dinner of oats and cake. To Celestia's credit, she managed to finish her whole cup of coffee and the doughnut without even raising an eyebrow at the disturbing tale. She wasn't angry. She was more... disappointed. That was really the only way to describe her emotions on the matter.

Twilight had failed her. Or had she failed Twilight somehow? She had been so careful for all those years with her precious student. She had kept her sheltered, and exposed her to exactly what she needed to be exposed to and nothing else. Even that library had books removed from it in order to keep her student safe. Maybe this was a result of that. No matter the reason why, the result changed things. Important things.

“Luna dear. I have some... disappointing news.”

Luna looked up from her cake inquisitively. “What would be so world shattering, sister, that you of all ponies would call it disappointing?”

“I'm afraid somepony opened up your birthday present a few days early, and I don't have time to find another...”