His dreams were just as vivid and confusing as last time. He saw a bit more now, including the mare that moaned. White, smooth skin covered in chains. Longs legs that quivered in fear and lust. The needy drop of juices on the floor. And again, the dark laugh echoing in his ears.

Flash woke up, once again with his pole standing high and proud. At least, he was in his bed this time and he didn't seem to be as sweaty. In fact, he felt downright invigorated! Energy flowing through his body, as if he had just taken three energy-drinks or one zap-apple.

He stood up, hand running along the bottom of his cock, checking the clock. He had fifteen minutes until everyone woke up, but given that he now had to prepare breakfast, it wasn't enough. With a grin, he threw on some sweats and ran to the kitchen, looking forward to preparing some more pancakes.

And as he did so, he did not notice the comic book, lying open on his table. And the three new pages it had gotten.

The hallways were empty and cold as usual. Flash had limited time to prepare everything, provided he wasn't interrupted.

He took the time to try and analyze recipe. He needed to make less pancakes than yesterday, if only to not make Twilight into an animal in heat. He wanted her to remember his cock. He measured out the recipe to make seven pancakes: two for himself and starlight and three for Twilight.

After several minutes, when he was already busy cooking, Starlight came in. She still seemed sleepy, though she had on her shirt and was combing her mane in her usual style. "G-Gooood morning. Yawn~" she greeted Flash. She then looked down at the pancakes he made. "Oh...pancakes? Did Twilight delegate this to you today? Yaaaaaaaawn~" She seemed to have had a rough night.

"Yeah." He flipped another pancake onto a plate. "She didn't think she did a good job, so she's forcing me to do it."

"Right. Well, you can't be worse than her," mumbled the magus and sat down.

"Don't be too sure about that," he grumbled, forcing himself to pay attention to the pancakes lest they burn.

It was at this point, he heard the steps of the second mare in this vast castle and Starlights shocked gasp. "Twilight! What are you doing?"

When Flash looked up, he saw the princess, in her pajamas. In her unbuttoned, showing-off-lots-of-cleavage and between-legs-stained pyjamas. In fact, he was pretty sure he saw the bump of a dildo poking out of her pussy behind the fabric.

Twilight's mane was messy and she had a pleasured grin on her face. "W-What? I just decided to skip a shower, until after breakfast. I smelled the pancakes," she said, oblivious to her own appearance.

Starlight stared at her and it was clear she saw the dildo as well. "T-Twilight, you are not decent!"

The princess just waved her off. "Pff, please. We’re both mares here, Starlight."

"Yeah, but he isn't!" The magus pointed at Flash.

Twilight froze for a moment at Flash's look.

Flash coughed politely. "I'm more than a mare in this scenario." He gave a slight bow to the indecent princess. "I've been sworn to secrecy about this sort of subject."

Twilight blushed hard and it seemed that for a moment, in her head, shame and lust battled a vicious war. The fact, that she just stood in front of her own guard, with her tits barely contained and a black dildo up her snatch, was incredibly arousing. And still, her own sense of shame and good education screamed that she should quickly run away and get changed.

She stood still for several seconds, before an awkward laugh sputtered from her throat. "R-Right! Secrecy!" she told herself and cleared her throat. "I-I think changing can wait, until after breakfast. I'm starving."

And with this she sat down and moaned slightly, as the dildo pressed up her love canal.
Starlight just stared in utter disbelief at her teacher and then to Flash. Her eyes narrowed and he could practically hear her suspicion.

Still, she didn't say anything and just watched them both as they prepared breakfast.

Flash set out the plates of pancakes, pouring glasses of milk for each of them. "Bon Appetit, ladies."

"Thanks!" Twilight shouted, pulling the plate closer.

"Yeah, thanks," Starlight said, much less enthused.

Twilight immediately began to devour her portion with almost wolf-like greed. Her moans were becoming more and more sexual and already Flash could see the subtle flash of her horn, whenever she moved the dildo in her snatch.

Starlight ate slower and stared at Twilight. Her eyes flickered over to Flash. "You know, I checked my inventory yesterday," she said, putting her words carefully. "But, to my surprise I found something missing. A bottle of crystal dust. Do you might know something about this, Sergeant Sentry?"

Flash took a bite, swallowing hard. "N-No, not that I know of." He looked into his pancakes, pretending to think back. "There was that alarm a few days ago." He looked up at her. "Did you scan for any footprints?"

"I think I’ll do that today. My runes at my storage-closet had been tripped, so somepony must’ve broken into my lab," the mare said and looked straight at him. "Guess, it wasn't a false alarm."

"Oooh fuck, these are soooo good! Flash, you're a fucking god!" moaned Twilight and swallowed another chunk of pancake. She didn't even notice her crude speech and just ate more, her face getting flushed and the stain between her legs growing steadily.

Flash shot Starlight a "I'll talk to you later" look.

Starlight noticed it as well and she wiped a bead of sweat from her forehead. Her eyes went to the pancakes. Then back to Flash. For a tense moment, she opened her mouth to speak, but closed it. She stood up. "I… think, I'm finished.”

"Oh? Then you don't mind, if I take-" Before Twilight could say more, Starlight threw her portion in the trash. "Awww."

Her pupil did not answer and just walked out, breathing a bit faster.

Flash finished eating his pancake, wolfing it down. "I'm done as well," he said as he ran out after Starlight. "Wait up!"

"Hey! Don't just leave me here!" protested Twilight, before the door closed.

Starlight was going in the direction of her lab. Her eyes flickered back to Flash and she increased her pace.

"Starlight! Please, wait up!" He shouted, running after her. "Please, just answer: are you feeling horny?"

The mare didn't stop, but again her eyes flickered over to him and she rubbed her thighs together. She panted now and her face was flushed. "Y-Yes," she answered, then stopped to look at Flash. "What. Did. You. Do!?" she snarled.

"It's not me," he said, still trying to catch up. "Please, I can explain it, but I can only do so in private, and I'll need you to swear to secrecy."

"Explain it now, Sergeant!" bellowed the magus and she glowed with energy. "Whatever you can say, say it now. Because I'm seriously considering that you're somehow responsible for this and you don't wanna see what curses I have prepared for giant pricks!"

He looked around. "Please, I swore an oath not to discuss it unless required to by a witness, and only in a private room. I can't disobey my oath."

Starlight looked at him and sighed. Her horn flashed and suddenly the guard felt a green aura clenching around his balls and not in a good way. "Bullshit!

"Either disobey this order, which I'm sure Twilight did not gave in full capacity of her mind, or we will find out how long your balls can get stretched, before they are ripped off."

Flash winced and bared his teeth. "This isn't an oath to Twilight!" he shouted. "It's an oath I made to Princess Celestia in person before coming to Ponyville!"

This got Starlights attention. The pressure on his balls eased up, but did not go away. "What!? Explain yourself!"

"I can't!" He glared at her, pain clouding his vision. "You bitch, you might be able to disobey the princesses and try to overthrow them, but I am a Royal Guard!" He bared his teeth. "I'd rather get my balls crushed than disobey an oath!" He sent a silent prayer that his gamble would pay off.

The magus looked at him. Her cheeks were flushed and she clearly fought to keep her heat under control.

Then she snarled in frustration and her hown glowed a second time. Both she and Flash vanished in flash of light, only to appear not a second later in an empty room, of which there were plenty in the giant castle.

"There! Now, open your fucking mouth and don't try anything funny," panted the mare. Her magic was flickering a bit, her heat interfering with her concentration, but she still had her grip on Flash's balls.

He fell to the ground and looked around. Double checking the door's windows were covered and the door was locked.

"Alright. I can speak." He cleared his throat. "Let's start with a simple question. What do you know of an Alicorn's reproduction cycle?"

"It starts at summer solstice and lasts for about two months. It can get pretty violent, but it is manageable with the right potions," answered Starlight immediately. Clearly, she had studied alicorn physiology. "Twilight's cycle is several weeks off and it should not affect her fucking inhibition!"

He nodded. "That's something every pony knows, but there's one part Celestia doesn't want ponies knowing." He stood up, cringing as his balls were mashed. "At one point in an alicorn's life, usually within a decade of ascension, they will go through full maturation. They will send out pheromones capable of driving stallions mad with lust." He touched one of the anti-mind control runes on his armor.

"To put it simply, it's been the Royal Guard's duty to protect the princess and the stallions of the world. Our armor protects us, at least partially, from the effects. Your vice like grip on my balls is the only reason why I'm not standing full mast."

"During this time, the alicorn usually pleasures herself and her partner, and the Royal Guard stays out of the way, protecting them." He gave Starlight a look. "When she took you as a student, Princess Celestia thought you would help get her through this. When it was revealed you weren't dating, we were all disappointed."

Starlight looked at him and her eyes were slits now. "Okay, so here are a few thing that don't add up," she said. "First, Twilight ascension was three years ago, tops. And second… this whole thing, you knew that all along, including Celestia herself and didn't tell any of us. Not me, not Spike, not even the Elements. You really wanna tell me, she considered you more trustworthy than us? You, who fucked the noble Jet Set so hard she’s now selling her body on the street for two bits!?" Each sentence was accompanied with another squeeze at his balls.

"Surprised? Yeah, I did check your file. Unlike Twilight, I don't trust any idiot coming here to Ponyville. I just didn't say anything, because I wasn't sure you would be so stupid to try anything!"

Sentry's eyes flashed in anger. "Yes, I made a mistake in the past. Why do you think I was sent to this backwater town?" He growled, taking a step closer with every name. "You think Celestia would trust any of you? Applejack, who couldn't tell a lie? Rainbow Dash or Rarity, who would tell anyone who asked? Twilight, and see her analyze her own inhibitions? Pinkie, who would throw her a party that would devolve into an orgy? Spike, a dragon still too young to understand anything about sex? Fluttershy, who wouldn't know what to do? You?!" He flared out his wings. "The mare who nearly doomed the world multiple times?!"

He folded his wings again. "No, the only reason why I'm here is so Celestia can build a guard around me. Why is it happening now? It's come early, and I have to control myself and not dive on her, letting her take me to her bed and ride until she breaks!" He tensed his muscles. "Do you know how hard this is for me? I just wanted an easy gig where I could go to the strip club every week, but I'm stuck here with a Princess that I can't fuck during her most powerful heat!"

Starlight soon found herself with her back against the wall, as Flash sudden rage had surprised her. She panted now hard and her magic flickered and died off, as Flash's body pressed against hers. Her eyes went unfocused for a moment, before she shook her head.

"I-I did'nt..." She wanted to think of an argument, but couldn't. "We are her friends, why you? Why you, of all guards?"

"Luck." He put his face near her ear, letting her feel his hot breath. "I am the most unlucky fucking stallion on this planet. At this point, I'm almost ready to break a mare just so I can be sent to the north and not deal with this."

Starlight could barely take this now. Her legs clenched together and she panted hard. "I-I… fuck!"

Her mind seemed to race and her eyes ran over Flash's athletic body and then to his codpiece and lingered there. "F-Fine. I'll help you. Undress!" she ordered.

"W-what?" His face scrunched up in confusion.

"I'm not stupid. If your libido is the problem, we need to get it down, so you don't fuck it up with Twilight. Or fuck Twilight. Can you imagine the scandal, if ponies would find out she got raped by her own guard? For now, we can't do anything about Twilight’s heat, but I can do something about your arousal," explained Starlight and now went down to her knees, trying to remove his codpiece and pull down his pants.

Flashs big cock flopped on her face. She gasped. "Fuck. That's big. Certainly above average." Her hands traveled over the hot rod almost in awe.

"Yeah, that's what most mares say." He grinned, giving it a few jerks. "I noticed your own arousal. I will point it out, an alicorn’s heat works on both stallions and mares, albeit mares a bit less."

"I figured," mumbled the mare and pressed her face against the cock, taking a good, long sniff. "So… surprising. Never heard of this, to be honest. Nothing in books, either. Maybe a sudden release of transformative energies stored from the ascension? Or a violent adjustment towards the higher hormonal output of the body, hampered by the brain’s inability to cope with the stress?" Her mind seemed to be in two places at once, as she began to jerk Flash off.

She shook her head. "Bah! I can't think when I'm horny!" she said and then closed her lips around Flash's dick.

His head jerked back. "Oh, it's been so long." He grinned pulling off his shirt and getting the rest of his pants off. He grabbed her head and guided her. "C'mon, 'Magus', let me pay you back."

Starlight grumbled at his sudden dominant shift, but didn't stop him. Mostly, because she was too horny to really do anything but sucking. Her right hand was busy fingering her pussy through her wettening pants, while her left one fondled Flash's balls in way that clearly was practiced.

Flash growled and grabbed her ass harshly and yanked it up towards him. "When I say I'm gonna repay the favor, I'm gonna repay the favor!" He shoved her hand out of the pussy, ripping her pants open and buried his face into it, licking and sucking.

"Eeep!" yelped the mare in surprise. Then she melted, as the guard’s tongue entered her wet folds. Starlight soon began to moan heavily and humped Flash's face with gusto.

She also took advantage of her being upside-down and used the gravity to force more of that delicious cock into her throat. One could see the bulge in her neck, as she deepthroated herself on it, while now massaging Flash's balls with both hands. Slurping and moaning like a bitch in heat, which she was.

Flash's tongue entered her deeper than some stallion's cocks. It teased her walls, bringing forth waves of pleasure. His teeth scraped her clit, giving her hints of the pleasure he could unleash at a moment's notice. He started shoving his cock to meet her face, forcing her to take it deeper.

Flash had to admit, her pussy tasted nice. There was a sting of magic to it, but it wasn't painful. It made his lips tingle.

The juices had a taste of lilac and mint, both intermingling with each other. A certainly unique taste, considering the sexual nature. Starlight meanwhile was losing herself in her lust, bobbing up and down with her head like a cumcrazed whore and moaning loudly. Her legs crossed behind Flash's head and held him in place.

Soon, enough she came. Juices splattered over the stallions face and the body twitched and shuddered. It was not as violent as Rainbows orgasm, more subdued and controlled. Still, from the moans below told him she to love it.

Successfully pleasuring a mare only made him try harder. He was close to cumming, but with the first gush, he got a second wind. He gripped her by the ass and flipped her around, putting her pussy on the tip of his dick. "I need more," he growled. "I need a pussy to fuck."

Starlight gasped and looked at him. Her eyes glazed full of lust and even a tinch of fear. But she had come to far and pleasuring this stallion would protect Twilight… and she would get a decent fuck finally. But the last one wasn't the main reason.

"Do it! Fuck me, you lusty guard," she panted and split her legs for him.

He gave her a wild grin. "Just remember, you asked for it." He let the tip enter her slowly, allowing him to slow the shaft's entry to a crawl. He took relish in seeing her face contorted in pleasure with every inch of his 11'' cock entering her.

After a minute in heaven, he hilted himself in her. He leaned into her ear and whispered, "You want me to treat you like a real mare?"

Starlight mouth gaped open and she cooed happily at being filled so completely. It was the biggest cock she ever had in her whole life. Sunset was peanuts to this stud! How could she ever go back, when she had experienced this monster?

She looked at the stallion towering over her and shivered. If she gave in, she would get addicted to this. It was bad enough she fucked another stallion aside from Sunset, but what choice did she have? She needed to help Twilight. And besides, he felt amazing!

"D-Do it!" she gasped and pressed her legs against his hips.

As if pulling the trigger, Flash wings sprang up and he took her through his best technique: The Gravity Drop. He let her soar through the air ahead of him, only to slam her down with the added force of gravity to get even deeper into her love canal. His tip kissed her womb with ever drop, and he all but exited with every toss. He did this several times before pressing her against the wall, pounding her as hard and as fast as he could.

He repeated the cycle again and again for what felt like hours.

Starlight now practically screamed in pleasure. Every time, she was slammed on the cock she came and harder with each successive cycle. Her tongue lolled out and her eyes rolled back, as she was fucked in ways she had never even imagined. This was amazing! Too good, too good to take it!

Her prodigious brain collapsed under waves of pleasure and the only thing that was now in her mind was Flash's cock. Her moans shifted from intense pleasure, to animalistic screams. Abandoning all reason, Starlight submitted to this stallions cock and loved every second of it.

The once dangerous and talented magus. A mage, rivaling Twilight in her talent, had been reduced to a shivering cunt by the cock of a stallion.

Finally, even Flash's incredible stamina was reached. He hilted himself in her again and poured gallon after gallon of cum into her womb. If a talented mage like her didn't have protection cast, it was her own fault. He flapped himself down to the floor, letting Starlight fall off his still spurting cock. Even with her womb filled to the point of overflowing, his cock shot more to cover her tits, getting some on her clothes.

Eventually Starlight was covered in thick, globby jizz. She still moaned and twitched and spasmed. Her face contorted into a retarded grin, as her mind was scrambled like eggs from the pleasure. It certainly was a nice view, to see the once proud mare being put in her place.

Flash's cock went down to half-mast again. Still, he felt amazing after this fuck! Less exhausted, as he thought he would and more tuckered out a bit, like after a good exercise.

He leaned over Starlight, giving her a wake up soft slap. "Glimmer? You still in this world?"

The mare blubbered and didn't respond. She was broken for the moment.

He looked at the clock in the room. He only had a few minutes left to get to his shift. "Starlight, I know you can't understand, but I have to go take my shift watching over Twilight." He hurriedly shoved on his clothes and armor. "Sorry, I can't clean you up," he said as he ran for the dining room, trusting his hunch.

He made it to the dining room and listened at the door. His instincts were confirmed as he heard whorish moans and the squelching sounds of a dildo fucking a mare.

"Oooooh, yeeesss! More! Harder! Bigger!” moaned Twilight greedily. A quick view through the keyhole showed, that she lying on the table, naked and pumped the dildo in and out like a maniac.

"Harder, Sombra! Take this bitch! Rape me!" she moaned in the heat of her fantasy and twitched in delight at her climax.

Flash entered the room and bowed. "Your highness. Sergeant Flash Sentry, present for Guard Duty."

Twilight froze. Her face, just contorted in pleasure, quickly shifted to shock and she hastily threw on her clothes. She did not, however, take the dildo out. "Flash! Knock before your barge in!" she yelled and her face burned in shame.

Flash nodded. "As I said earlier, Twilight, I am sworn to secrecy." His eyes devoured her. "Besides, you gave quite the show during breakfast. I don't think this is too far past that."

"I-I don't know what you mean!" stammered the princess and quickly sat down, only to moan as the seat pushed against her dildo.

Her face burned bright red, one could almost see the steam coming out of her ears. Her horn flashed and the dildo disappeared from her snatch. The lingering scent of sex, however, remained.

"This looked really...indecent, right now, didn't it?" she said ashamed.

"Yes, it does." He took a step closer and gave her his winning smile. "But I confess, I like seeing you indecent."

The princess smiled at bit and her face blushed even harder. Now steam really did come out of her ears. "S-Stop that!" she protested and fiddled nervously with her fingers. "Y-You're my guard. You're not supposed to say this."

A little scream of frustration came from her and she stood up, in her ruined pyjamas. "What's wrong with me today? I-I feel so hot. As if- as if..." Her eyes went to Flash and she quickly looked away. "No, no. I just need to calm down."

Then she looked down on her clothes and winced. "And maybe get some clean clothes."

"Perhaps." He looked over her outfit, lingering on how soaked she was. "Do you need me to carry you to your room so you can focus on masturbating?"

"No! No, I'm fine," said the princess and shook her head. "I just need to get changed and then… well, you could purchase some cupcakes for me. It’s better, than if you're just standing around," she said. Then she again looked herself over and chewed on her plump lower lip. "And I need new clothes."

She looked at Flash, her eyes coincidentally lingering on his chiseled pecs, before focusing on his face. "J-Just wait at Ponyville Boutique, after you go to Sugarcube Corner. I'll join you there. Is that okay with you, Flash?"

He gave a nod. "As you wish, Princess. If you need help with anything else, don't hesitate to let me know."

The alicorn practically burned now, with smoke and everything. She shook her head and quickly got up. "I-It's alright. Nothing for now. For now," she mumbled and ran past Flash to the bathroom. He could hear the light "plop" of a dildo getting teleported back into her needy twat.

Flash retreated to his room, digging through his closet to find a backpack. He put it on and started at a light jog to Sugarcube Corner.

Before he could leave, however, he noticed the blank magazine on the floor. He hadn't looked at it recently, so why was it outside his storebox? Picking it up, he flipped through it.

New pages had been added. After the first one came another picture with Twilight, now heat-feral and devouring his cock. The third has a panorama picture of Sugarcube Corner, with a half naked Pinkie in apron handing out baked good and Flash and Mr. Cake conspiring, while cupcakes laced with aphrodisiac stood to the side. Then came one with his conversation with Thunderlane and the green slut between his legs.

Then came the fifth page of his sex with Rainbow Dash. The cyan mare contorting her body in an orgasm, while he fucked her in mid-air. Had he always been this big?
A sixth page showed Starlight in a two-cut panel, first giving him a vertical 69er and then getting fucked by his huge cock, while having a nice aheago-face.

The rest was blank.

Flash felt his cock tug at his pants, trying to escape again. He clenched his jaw as he put it back in the strong box, taking out the forbidden book again. Sitting on his bed, he flipped through the section on Suggestibility Potions, searching for a good, cheap one. His eyes fell on one that fit his needs.

Pegasi Birdbrain Suggestibility
Only works on Pegasi by another Pegasus.
Makes the consumer suggestible to the ideas of a pegasus in the area. Requires a small level of trust and tastes bitter. Warning: Suggestions irreversible.

He looked at the ingredient list. It was pretty cheap, but still outside his budget. With a sigh, his mind turned to schemes to make himself a bit more spending cash.

Closing the book, he placed it back in the box and left the castle behind.

As usual, the bakery was packed. The morning rush was in full force and Flash needed to actually push aside some ponies to get through. As per store policy, fillies and colts on the way to school had priority and then adults, so a lots of young foals littered the store, screaming, laughing and squabbling.

Pinkie Pie was thankfully, or regretfully for some, fully clothes this time. Mrs. Cake had managed to force her into jeans that stretched hard around her wonderful ass and a simple, striped shirt that actually provided a nice of her cleavage.

She was, once again, the heart of this maelstrom of activity, laughing, making jokes and just in general being as active as ever.

Flash gave an acknowledging wave to Mr. Cake before putting his hands to cup his mouth. "Pinkie! Twilight needs her regular again!"

"Got it!" And with that the mare was off. In just a few minutes later, she suddenly appeared beside Flash holding the warm bag. "There you go! Already prepared some," she chirped.

As Flash took the bag, Pinkie got a bit closer. "Say...Flash. Is everything alright in the castle?" she asked.

"What do you mean?" He placed the bag in his pack. "Why wouldn't it be?"

"Well, because I got a twitch again, this time a twitchy-butt and a twitchy..." here she got closer and whispered in his ear. "...pussy."

She pulled back again. "And that usually means something is going on. Preferably sexual, though Mrs. Cake has explained to me not everything sexual is preferable and sometimes really bad and I'm not quite sure, ifthat’struebecausesexcanfeelsoooogooodandsomethingsoogoodcannotbeevil, butshetoldmeit'snotalwaysandIbelieveherandnowI'mworriedTwilightmaybeunderasexualspellthatforceshertobeconstantlyinheatandslowlyerodeshermind, untiltheonlythingshethinkofissex, sex, sex."

She took a deep breath. "Ooooor...it could be nothing." She smiled.

Flash nodded slowly, his mind trying to catch up with what she just said. "I see." He paused, pursing his lips. "I trust your instincts on this, Pinkie. I'll look into it."

The pink mare smiled at that. "Oh, thanks! That's nice of you. Good thing that Twilight has you," she said in utter sincerity. Then she hugged Flash and her soft body mashed against his muscles. "Oh, and please hold next tuesday free. No reason."

And with that, she was off again.

He scratched his chin, watching her jiggly tits fade. Next time, he swore. Next time. Flash left the bakery behind, heading over to the best tailoring shop in Ponyville: Rarity's Boutique.

Rarity’s boutique was just a few meters away from the main market. The perfect place to set-up, while not having to pay the high rates property usually brought with it, if it was built on the market itself. That fact alone already said a lot about Rarity's business sense.

And the building itself just reinforced it. Elegant, unique and still practical on a financial scale. The big windows showed several pretty dresses and suits. At this morning, unlike the bakery, not much was going on. But that was normal, as Flash had learned. Rarity worked mainly through commissions, leaving the main sale to her branch in Canterlot. Here in Ponyville she created, designed and worked her magic on single, unique pieces of fashion. Still, one could always purchase from her, if needed.

Flash entered the building and called out, "Rarity? Are you here?"

Inside it was just as stylish and lovely as outside. In one part a stage with several mirrors stood for practice-wearing and on the other side was a work-station for adjustments and more. Mannequins stood to the side with several design on them and high price-tags.

The bell rang, as Flash entered through the door. Several seconds later, he could hear the faint clacking of high-heels coming from the stairs. And then she appeared.

Rarity was probably the most stylish pony in Ponyville. Unlike Twilight or Fluttershy, she did not rely on her natural beauty or her body to do most of the work. Instead she had improved, enhanced and styled every piece of herself to the utmost beauty. Long, black eyelashes. Thick, red lips. White, smooth skin on a face that had just the right touch of make-up. Violet, twirling mane and tail shimmering in the light. An E-Cup bust that pressed against her violet vest, with ample cleavage. A thin waist and expressive hips, complimented by long legs in high heels.

An utter sexbomb.

And yet, there was a difference between Rarity's look with Twilight’s and Fluttershy’s. Unlike the two, Rarity’s beauty had a fabricated look to it. Her breasts jiggled nicely, but were probably magically enhanced. Her waist was held tight by a corset under clothes and the eyelashes were most likely fake.

Still, she looked gorgeous in her violet vest and long, black skirt. Fake or not, she was one sexy mare.

She smiled at Flash. "Greetings, Flash. What can I do for you?" she said, her voice sounding like pearls against crystal glass.

Flash gave a slight bow, playing the perfect knight. "Nothing at all, lady Rarity. I came to warn of and simply await for Princess Twilight's arrive. She will be requesting new clothes.”

The fashionista blinked and nodded. "Oh, is that so? Well, I better prepare then," she said, with an appreciative smile on her red lips. "And maybe something for the gentlestallion as well?" Her eyes roamed over his toned body. And most certainly liking what she saw.

"I still have the last suit you gave me." He gave her his winning smile. "I cannot, in good conscience, use my Princess' money on items that may never see the light of day."

"That's only because you never get a chance to wear them, darling," chided Rarity and clicked her tongue in disapproval. "I always told Twilight she should make more out of her political capital. Hold some galas or events. Maybe do something as a princess, instead of reading away in her library for days on end."

"Maybe even get married." This one she more mumbled under her breath, as she brought out some pieces of fabric for sewing.

"I worry about that as well." Flash took a seat at one of the tables Rarity reserved for tea. "Recently, she's been acting... off."

Now the unicorn turned around, her brows furrowed in worry. "Really? How so?"

Flash shook his head. "It'd be easier if you saw for yourself. She should be here soon anyways."

As if right on cue, the door opened and a bit out of breath Twilight Sparkle appeared. Her face was still a bit flushed, but that wasn't the worst about her. No, what was way more attention-grabbing was the fact, that the pants she wore looked like she had peed herself. Flash knew it was her juices. Her shirt was fine, if not for the fact that she wore no bra and her nipples poked through the fabric.

"Sorry, I hurried as fast as I could," panted Twilight and smiled. "Good morning, Rarity!"

"Good morning… Twilight," answered Rarity and stared at her in a mild shock. She threw Flash a look that was full of questions.

Flash nodded back and took a position by the door, closing one of the curtains.

Twilight wiped a stray hair out of her mane, oblivious to her friend’s stare. "I need some new clothes, Rarity. My old ones… well, there were some accidents. Can you help me?" she asked.

"Sure," said the fashionista. "I mean: of course. What do you need? I have the old designs from last time, we can do that again?" She seemed most perturbed and looked at Twilight with a mixture of curiosity and worry.

Flash zipped open his backpack, bringing out the pastries.

"Are those my cupcakes? Thank you, Flash!" exclaimed Twilight and raided the bag, stuffing one into her mouth.

"Y-Yes they are, Princess."

"Darling?"

"What?" Twilight looked up and saw Rarity looking at her.

"Are you alright?"

The princess smiled. "I'm fine, Rarity. T-Totally fine," she said, subconsciously rubbing her thighs together.

"Right...."

Twilight swallowed her cupcake and moaned in delight. Then she shook her head to focus. "Where were we? Oh right, clothes! Sorry, Rarity but I would like something different this time."

Rarity’s eyes opened wider in shock. "Really? That's rare, coming from you. What do you have in mind?"

"Something..." Twilight hesitated. Then she came to a decision. "I would like something risky."

Rarity stopped short from examining her fabric and turned around. "Excuse me, what?" she asked in utter disbelief.

Twilight grimaced, but nodded. "You heard me right. Something with a bit more skin showing. A bit tighter, sexier." She almost whispered the last one and smiled sheepishly.

Her friend seemed to barely comprehend what she just heard. Twilight Sparkle asking for sexy clothes? She looked at Flash and then at Twilight. "I can do that," she said, before shaking her head to get rid of her confusion. "Twilight? Would you mind, if I borrow Flash for a minute?"

The princess just shrugged her shoulders and ate another cupcake, shuddering with delight. Rarity meanwhile took Flash to the side out of earshot. "What. Is. Going. On?"

"That is what I am working on uncovering." Flash looked out at the Princess. "I've already checked for changelings, but my oaths prevent me from the investigation I wish to take."

"What kind of investigations? What is happening to Twilight?"

"I don't know, yet." Flash looked up at her. "At this point, it's better to just accommodate her but, Rarity, I have a request. Can you help me investigate?"

The mare nodded, looking over to her friend who absentmindedly rubbed her legs together, where the stain was still visible. "Of course! How can I help?"

"What night are you free?" he asked. "I think a night investigation will work best, it's when Twilight is asleep."

"I can make this friday, in two days. Is that too late?"

"That's fine." He looked over at Twilight again. "Just, please, don't push it any further."

"Okay. I’ll just play along for now," said Rarity and cleared her throat to get Twilights attention. "Alright, darling. Then let us see, how I can help you," she said with fake cheer.

Twilight rubbed her legs together, her eyes clouded. "I was thinking s-some lingerie, something lacy th-that helps expose myself." She let out a hot breathe. "O-other than that, I want some n-nice short shorts and some shirts that can stretch."

An idle hand came up, laying on top of her breasts. "A-and if you c-could, a dress that rides up in that s-sexy way Cadence's does? The one that nearly shows off her pussy in public?"

Rarity stared at her and had clear difficulties keeping her shock from her face. She took a deep breath and put a practiced, fake smile on her lips. "O-Of course. Let me see what I can… do," she said and shot Flash a glance.

The next two hours were spend with taking measurements, sewing, cutting and showing off the product. Twilight's shame continued to take a nose-dive as she, at one point, simply stripped off her clothes completely, before Rarity could stop her. The aphrodisiac had done tremendous work. Twilights shame and inhibition were heavily damaged now.

"Oh, I like than one!" exclaimed the princess as she looked at herself in the mirrors on the stage. She wore a midnight-blue cocktail dress, that was cut on one side with transparent underfabric, so that her side-bood was visible along with her whole body from the side and her left leg was completely free. The fabric was cut such a way, that her private area was just covered, but teasingly hinted at. A deep neckline added to the raunchy class this piece exuded.

Rarity was torn between pride and dreaded shame at seeing friend behave like this, especially when Twilight bowed forward and fondled her breasts to push up her cleavage.

"I’ll take it! How much does that make?" asked Twilight.

"Well, with the mini-skirts, the tops, the lingerie and shorts we arrive at 2450 bits.” Rarity looked utterly mortified. She shook her head. "I can't believe this is happening," she muttered under breath.

"Okay, done!" The princess teleported a bag of bits on Rarity's table. She giggled. "This is the first time I spend so much money on something other than books and ingredients," she said to Flash and put on her old clothes.

"P-Princess," Flash stepped forward. "Shall we fly home? The skies are lovely and clear at this time of day."

"Sounds like a good idea. I really need to stretch my wings every now and then." Twilight smiled and stepped outside, leaving Flash with the bags of clothes and Rarity. The white mare was sitting on a chair and fanned herself.

She looked at Flash. "Friday, darling," she reminded him. "And if we don't find anything, I will contact Celestia."

He nodded. "I'll contact her first." He grabbed the bags, turned to the door and stage whispered. "Today was much, much worse than yesterday." Without waiting to see her response, he spread his wings and took off after Twilight.

The princess was gliding. Like all alicorns, she had big, long wings. Perfect for catching updrafts and riding the wind. Unlike speedsters like Rainbow Dash, whose shorter wingspan allowed for sharp turns and quick acceleration, Twilight was more of a glider than a flyer.

Flash took up his post on the right side of Twilight. He flew close enough to talk to her. "I know it may not be relevant, but I enjoyed seeing what you picked out." He grinned. "Though it's a shame you weren't able to show off the lingerie."

Twilight smiled and blushed a bit. "True, but, well, maybe later on. In private.” She looked away for a moment. "Too bad Spike isn't here," she mused. "He never said it, but I know he peeped on me in the bathroom. I know, I should be mad, but now, I kinda wanna show off more."

She looked at Flash, with a slight blush. "I'm sexy, I know that. And I kinda don't see a reason to hide that anymore. What do you think?"

Flash didn't respond immediately. Instead, he reached his hand south and placed it on her crotch, pushing one finger through the fabric to emit a squelching noise. "I like to see you so happy." He flew in closer, letting his breath fill her ear. "And I think you're very sexy."

The alicorn did not pull away. Instead she squeaked a bit and dropped, as her wings stiffened. She quickly recovered and punched Flash weakly. "D-Don't do that!" she chided him. Then she blushed and looked at his body, and especially as his codpiece. She licked her lips. "At least not here."

Flash pulled back, forcing his lips to remain only slightly quirked. "As you wish, Twilight."

They arrived back at the castle in a few minutes. Twilight quickly took the bags off Flash and darted off to her room to change. The stallion had, maybe, ten minutes.

He needed to check on one pony in particular. He had to hurry, lest he miss the show. He turned to the right and headed to the room he left Starlight in. Fortunately, it was near her lab so he knew all the right ways.

When he opened the room, he saw it was empty. And somepony had recently mopped up the mess they made.

"Ah, you're back," said a voice behind him. Starlight stood there, her arms crossed under her breast. She wore a shirt with a nice cleavage now and a skirt, that ended just over her knees. "I was out for maybe one hour, thanks to you. What did I miss?" she asked.

"Twilight wanted to go to Rarity's," Flash answered. "I was able to convince her to let me go in her place and... I got her orders." He grimaced. "They're all very sexy."

Starlight winced. "It's getting worse, eh?" She shook her head. Then her eyes fell on the clean floor and she raised an eyebrow. "Did you clean that up?"

His eyes widened. "No. I had to get to guard duty. I thought you did."

The magus frowned and she rubbed her forehead. "Oh no. It was the castle," she sighed.

At the questioning look from Flash, she continued. "The castle cleans itself sometimes. It's harmless, really. I mean, you would need an army to get this place clean all the time, so it is quite practical. Only one problem."

She winced at that. "It reacts to Twilight. So if it just essentially absorbed juices and cum."

Flash's face turned to horror. "Fuck me." He buried his face in his hands. He could get her pregnant without even getting a chance to fuck her.

Starlight nodded. "If this castle changes... I'm not even sure what would happen. Would it affect the other Elements? Would it's towers just become more phallic, then they already are? I don't know."

She sighed and cupped her chin in thought. Then she nodded. "I need to look into this. Can you keep Twilight occupied for the next weeks, while I look for a way to counteract this?"

Silence reigned for a moment before Flash looked at her in shock. "Y-you trust me?" he asked. "Even knowing what I did? How much I struggle?"

"I don't have a choice, okay!?" said Starlight loudly. "You're her guard and the other Elements can't help and Spike is out of country. I only have you!"

She then blushed and looked to the side. "And, if it gets too much, you can always come to me. If necessary." She then glared at him. "B-But, don't get the wrong idea!"

Flash gave her a genuinely looking but entirely false smile. "Thanks, Starlight." He pulled her into a hug. "I appreciate it."

The mare stiffend for a moment, before relaxing and hugging back slightly. "S-Sure. No problem," she said, trying to keep her blush down. She then stepped away and cleared her throat awkwardly. "Well then, I should go back to my lab. You take care of Twilight. See you later." And with that she walked off, her ass swaying with each step.

He nodded and ran back to Twilight's room. He was in the mood for a good show.
He knocked on Twilight's door and heard a squeak followed by a "Come in!"

Opening the door revealed the room was dark. The only light came from the doorway. The curtains were closed, the lights were off, not even what little light came through the shades existed. The moment he took a step in, the door slammed shut behind him.

Twilight's footsteps picked up on his right. "Follow me," she said, grabbing his arm and pulling him to where he knew the bed was. Once they were at the foot, her magic activated and Flash felt a sudden breeze as his armor and clothing were teleported away. Before he could respond, Twilight pushed him onto the bed.

A single light illuminated part of the room. Flash turned on the bed, looking up. At the foot of the bed was Twilight or, at least, her silhouette. The only parts of her that were light enough to see were her face and neck. She was bright red and breathing with lust, her tongue already lulling out, a happy look in her eyes. On her neck was a black choker, tightened.

"D-D-do you want a show?" she was barely able to ask. "Show off?"

Flash nodded, biting his lip. His cock was already stiff, but it only stiffened further.

Twilight moved to one of the corner posts of her bed as the rest of her was illuminated. Black lingerie covered her body, stockings on her feet. Her pussy was exposed to the air and was almost flooding the room. Her nipples pointed through little slits in her bra, and Flash could see the faint glow of her magic as she pulled on them.

She pressed herself against the wood, putting the pole between her beautiful breasts, riding up and down it, going on auto pilot. She trailed her tongue along it, giving Flash a look that let him know exactly what she wanted to lick instead.

She started lowering herself on it, thrusting her ass further and further out, nearly putting it right over his cock. Flash, not able to resist, gave her a playful smack, setting her ass jiggling. Twilight moaned in pleasure, nearly falling into the pole. "P-please, again." Flash grinned and slapped her harder, leaving a fine red print of his hand on her right cheek. The smack reverberated through the room, followed closely by Twilight screeching in pleasure.

With a pop, a much used black dildo appeared in her, pistoning in and out of her for a few seconds until her eyes found Flash's erection. She bit her lip, the leadership of her thoughts being fought over by her brain and her pussy. In the end, her pleasure hole won and she tossed the dildo across the room and got on all fours, crawling up to him.

"I-I dreamed of this," she admitted. Flash's cock was now standing ready, pulsing in anticipation. The alicorn touched it gingerly, her mouth a bit open in awe, as she admired it "So big."

Flash just grinned. The princess herself was nuzzling his cock. Who would have thought, Twilight Sparkle would ever worship his cock? Not him when he started here. Seeing her like this was just a dream come true.

And he decided to push a bit. "Maybe you wanna get a taste for it? Put your mouth to some better use," he said grinning. Twilight, not the least bothered by his words, complied and put her luscious lips over his hot rod. 12 inches sank into her mouth and down her throat, as she smoothly forced herself deeper down. Then she pulled out again, letting the cockhead rest just on her lips and moaning in pleasure.

She lost control and went for it again. Slow at the start, but soon enough faster and faster. Her greed and lust were now in charge of her mind and the princess deepthroated her guard with gusto. Flash grunted in delight and leaned back, enjoying the service of the royal slut. His hand grabbed the back of her head and forced her harder on his pole. Dominating, demeaning. Like a pet to an owner.

And Twilight loved every second of it. Her pussy squirted again and again at the forceful treatment, as slight climaxes rocked her body. This was what she dreamed of! This was what she needed! A big, strong stallion taking her, owning her! Using her for his pleasure alone. A perverse desire to submit and she caved in without any resistance.

Flash grunted and felt he came closer. So, he grabbed Twilight’s head with both hands and rammed his whole length inside of her throat. The mare gurgled, as her airways were plugged. But Flash didn't care. He just wanted to reach the edge.

He saw the throat bulge. He grabbed her horn and skullfucked her like a maniac, thrusting his hips into her face hard. Twilight just surrendered and squealed in delight, as she felt her brain turn to mush under the barrage of cock in her face.

Finally, Flash came. His balls contracted and a torrent of thick, globby jizz poured into Twilights stomach. He held her there, depositing the entire load. It crept up her throat and then gushed out of her nose, as her eyes rolled up and her brain fried under a strong climax.

Flash pulled out and looked at his slut. Twilight kneeled on her bed, her mouth open and a dumb look on her face. It was wonderful! "That looks suits you," snarled Flash and grinned. He looked down. His cock was still stiff and he felt he could go on.

He chuckled and threw Twilight on her back. The mare squeaked in surprise and then saw him preparing to enter her flooded pussy. Her glazed eyes burned with lust and a mad grin appeared on her lips. But Flash didn't enter.

"Beg for it," he commanded.

Twilight hesitated. But she felt the giant cock pat her needy pussy and she submitted without a second thought. "P-Please, fuck me! Take me! Use me!" she screamed like a two bit whore. "I’ll do everything you want! I'm yours! I surrender to your cock! Just fuck me, already!"

Flash laughed and then thrusted forward. His cock punched into her hole and Twilight gasped in shock. The air had been punched out of her lungs and her brain halted for a second.

Then she came.

The strongest orgasm she ever had, rocked her body. It fried her brain and ruined her. Her back arched, her hands grabbed the bed and her magic sputtered uncontrolled. Her tongue fell out and her lips contorted into a retarded grin, as she surrendered to the cock.

Flash just chuckled and pounded her. His cockhead hitting the entrance to her womb over and over like a jackhammer, while the mare began to lose her mind as consecutive orgasm washed over her. His hand pinched her clit and Twilight howled like an animal. Her legs crossed behind his hips and forced him into her, begging to breed her.

"All this power. All this magic. All this money," snarled Flash and increased his pace. "All these villains tried to trick or beat you. And yet, you lose to a fucking cock, you stupid slut!" Dirty talk for the most part, but he relished her reaction to it, as it pushed her even further over the edge.

"Yes! Yes! I lost! I lost to this cooooooooock!" howled the cunt.

"Guess, they should’ve just fucked you. That would have done the trick. Like I’m doin’ right now," panted Flash, nearing his limit. His hand grabbed Twilights mane and dragged her dumb face towards his. "Who is your master, cunt? Tell me! Who rules you?"

Twilight squealed. "Y-You do! You're my master, Flash Sentry. You and your cock!"

The stallion snickered and kissed her. "That's right! You're mine!"

He thrusted a final time. His cock breached her womb and hilted inside and his balls contracted once again. Torrents of cum flooded the princess' insides, fertilizing her eggs, he was sure. It sprayed out of her stuffed cunt and seeped into the bedsheets. And Twilights brain melted under the assault, finally breaking apart.

Flash held her for several seconds before he pulled out and admired his work. A pleasurable glow emanated from his body. A voice in the back of his head spoke. Princess Twilight Sparkle, Element of Magic and Princess of Friendship had submitted. Her body ruined by his cock and her mind surrendered to you.

Flash spent a few minutes admiring his work before he let out a sigh. For some reason, he still felt energized. The exertion he normally felt after fucking a mare's brains out wasn't there. Instead, he just felt good. Smiling, he left Twilight in her state of brokenness.

He needed to create an alibi.

He got on his clothes and walked through the door. Pausing, he looked back into the room, feeling his cock stir at his accomplishment. Snapping a mental photo, he played it through his head feeling his cock become hard in his pants. Smiling madly, he ran for Starlight's lab.

Starlight had her lab coat on and was looking throughs several layer of magic runes, that she aimed at a crystal piece, she had taken from the wall. She looked up as Flash entered. "Flash? Back so soon?"

She looked down on the big bulge in his pants. "Oh..."

Flash breathed heavily. "She... that outfit..." His nostrils flared. "I need you to calm me down."

The mare sighed and went down on her knees. "Alright, but you better not rough me up like last time..."

Starlight was lying on the ground, blubbering helplessly as her cunt oozed with jizz. Her face was plastered with a pleasured smile, as Flash towered over her jizz-covered body.

"Thanks, Starlight." He pulled back on his pants. "Doing the Princess's work."

"H-Happy. To… help," mumbled the mare, still twitching from the rough fuck she just went through.

He walked out the lab, noting that he had accidentally smashed a few beakers of her data. Oops. He smirked and took off back towards Twilight's room, entering without knocking.

He walked to Twilight's form, checking to see if she were still conscious. She was not.

He gave her a light slap. "Twilight~. Wake up."

The slut took awhile, but eventually she come to consciousness. Her eyes were still hazy and she looked at Flash with a dumb grin. "Hi...Flash..," she mumbled.

"Princess, do you mind if I take my paycheck from the safe early?" He gave her his winning smile. "I got some purchases to make."

Twilight barely reacted, instead stroking her sexy body with her hands and licking up the thick jizz on her fingers. "Suuree, take what you need."

"Thanks." He gave her a slap on her inner thigh and moved to the safe. "Mind opening it?"

Her horn glowed and several runes lit up and died off. The lock rolled open and the safe’s door swung aside. Inside were several big bag of bits, diamonds, enchanted trinket and Twilight’s crown. All in all, enough to get Flash through several years, if he were to take it all.

Flash only took his pay, plus a fifty bit extra for all the hard work he'd been doing before closing it. "Thanks, Princess. I'm going off duty, so if you need me, just call."

"Flash?" Twilight called out before he was out of the door. She looked at him, here eyes a bit more focused now, her sexy body with her back on her bed. "A-Am I… a slut?" she asked.

"No." He gave her a guilty smile. "Sorry, that was just dirty talk, your Highness." He bowed fully, going to one knee. "I"m sorry if I made you think you were a slut. You are an upstanding mare, Twilight."

"R-Really?" Her eyes went wide and she smiled a bit shy. "B-Because… I wouldn't mind being your slut, I mean. If it were you, I think I like it. It feels good to submit."

Flash rose from his bow and stalked over to her, giving her his best intimidating walk. Once at the foot of the bed, he drew her into a kiss, shoving his hand into her pussy, finger fucking her for the few seconds as their tongues played.

When he pulled back, both were breathing heavy. "If you want me to make you my slut, I will."

Twilight moaned in delight and pressed against his big body. Had she always been this small compared to him? “I would like that. Thanks, Flash," she breathed and stroke his pecks. Her dirty, violated body writhing against him. "I'm your sluuut~" She smiled and licked her lips. She laid back on her bed and began to fondle her breasts. The former controlled and prude mare was gone and instead had been twisted into a needy, sexy slut. Your needy, sexy slut.

He grinned. "Then, as your new master, here's my first command." He pointed to the room and her body. "Clean yourself up using only your tongue. Drink all the cum you can. While I'm gone, you're gonna take a shower and make yourself all nice and pretty for me." His grin widened. "We're going out tonight."

Twilight smiled and got to work, using her magic to grab globs of cum to drink down. With a smile, Flash left the room, knowing she’d follow his commands.

Author's Note

Another chapter out for you guys. Next chapter is currently 12k words, with more suspense, conflict, and sex.

Alright, maybe a bit of less sex. This chapter had a lot of it.

Still, the next one should be out within the next week.

Criticism is still welcome.