"OK, almost got it...." A voice wheezed as it's owner whiddled away.

"C'mon Twilight, you can do it!" Spike cheered the girl on from below wagging his tail.

"And there we go!" Twilight happily cheered as she held up a rather peculiar looking helmet.

"Yay!! Pinkie Pie cheered. "Ahh...what is it?" She asked looking at the odd object.

"Well with this device we should be able to temporarily visualize other's brainwaves" Twilight smiled.

"Huh?" Pinkie Pie asked again.

"It'll let us see other's thoughts & feelings so we can all understand how Sunset's powers work." Spike exclaimed.

"Though is it really safe to make a machine like that?" Sunset asked her friend nervously. I mean I try to use my powers responsibly but even I occasionally overhear things I wish I hadn't." The girl admitted with a blush remembering the last time she accidentally bumped into Miss Cherilee.

"I understand your concern Sunset, I admit i'm a bit nervous as well." Twilight admitted. "But i figured that this would be the next best thing then taking you home to my lab and strapping you on down on a table for experimentation. " Twilight sated the rest of the girls begging to giggle and Sunset starting to blush.

"What's so..." Twilight began before realizing what she had said and how it could be misinterpreted. "Oh, real mature guys" Twilight angrily blushed. "I mean really, like I would ever do something like that to a friend" Twilight huffed. "Not that Sunset's not an attractive young girl mind you" Twilight added causing Sunset to blush again. "But' i'm already dating Timber and my parents have a hard enough time with that and i'm pretty sure a polyamorous relationship would cause them to have a mental breakdown." Twilight chuckled.

"So basically you admit you wanna strap Sunset and Timber down and have your way with em in your lab?" Rainbow Dash teased giving Twilight a sly look.

"Yes...I mean no, I mean...Oh Rainbow Dash!!" Twilight turned beat red as she angrily huffed using her telekinesis to throw a nearby beaker at the girl, Dash easily using her super speed to block and catch it.

"Geez, calm down egg head, I was just having a bit of fun" Rainbow chuckled as she threw the beaker back at Twilight, the purple skinned girl catching it and slowly levitating it back to the table with her powers.

"Well don't!" Twilight huffed. "I need my concentration if i'm gonna finish this!" Twilight angrily explained as she went back to working on her device. Dash just rolling her eyes, Sunset still blushing and the rest of the girls trying to hold back their giggles.

After what felt like an eternity to Rainbow Dash, but was actually just twenty minutes the group of girls heard Twilight proudly exclaim "Eureka!" as she held up the helmet which was now lighting-up and beeping.

"OK, the project is complete!" Twilight happily stated. "Now I just need a volunteer to try it on and see if it works." She happily smiled holding the device in front of her friends.

"Oh, yes well i'm always happy to help darling" Rarity began "but I would hate to mess up my hair you see" She nervously chuckled.

"Ah ain't puttin no fancy gizmo on mah head" AJ huffed. "Ah may have a strong accent but ah ain't stupid!" She stated. "Last thing ah want is ta get mah brain fried. No offense" She bluntly and honestly told her friend.

"Oh. um....no" Fluttershy meeped.

"Yea, I already have empathic powers so wouldn't be much of a test if I did it" Sunset laughed.

"Oh, I'll do it!!" Pinkie Pie cheered. "Let me, let me!!"

"Yea, let her do it!" Spike added "That way I won't have to be a guinea pig er do again" the chipper canine chuckled.

"Well, OK....If you insist" Twilight nervously but excitedly exclaimed as she put the helmet on top of Pinkie Pie's head, being sure it was place and strapped on securely. "OK now I just turn the nob to the right to activate the device and..." Twilight muttered as she put the helmet from Stand-by to Active a purple energy forming around it as it hummed and whistled, the lights beggining to glow brighter and faster.

"Whoa..th-this feels funny! it m-makes my brain t-tingle!!" Pinkie excitedly exclaimed as her eyes began to glow white like Sunset's did whenever she used her powers.

"it's working, it's working!" Twilight cheered. The other girl's looking on in aww. All of a sudden however the device stopped and Pinkie's eyes stopped glowing, returning to form, but looking fairly glazed over like the girl was half asleep.

"No!" Twilight whinned. "I was so close!" She sobbed.

"Oh well, better luck next time" Sunset calmly reassured her as she placed her arm on Twilight's shoulder.

"huuh, I supposed" Twilight sighed as she lamented her failure.

"u-um everyone, I-I don't think Pinkie's OK" Fluttershy stuttered.

"Huh?" The group asked as they looked at the usually peppy pink girl who was still just standing in place not saying at thing her eyes glazed over with a blank face.

"Hey, ah...Pinkie...you OK? Dash asked, concerned about her friend.

"Do you want me to be OK?" Pinkie Pie asked in a robotic monotone voice.

"Uhh...what?" Dash asked confused.

"What do you want me to do Dashie?" Pinkie Pie asked in the same monotone voice.

"OK, this is just weird!" Applejack exclaimed.

"Yea, it's almost like..." Spike began

"Almost like what Spikey Boo?" Rarity asked the groups Canine Campanion

"Like I made a mind control helmet instead of a mind reading helmet!" Twilight Sparkle shrieked. "Oh no, this is bad, really bad!" Twilight began to panic as she switched off the helmet and took it off Pinkie Pie as fast as she could. The girl still just sitting there dead-eyed.

"Ahh, what do I do!" Twilight continued to freak out.

"Heh, I got this" Rainbow Dash chuckled. "Hey Pinkie Pie, they're giving out Free Cupcakes in the cafeteria!!" Rainbow Yelled in the half-concious girl's ear.

"Seriously!?" Applejack asked in disbelief. Dash just grinned however as Pinkie's eyes returned to normal and she screamed "OH MY GOSH I LOVE CUPCAKES!!" as she ran out the door. "Hehe, told you it would work" Rainbow chuckled.

"Only on Pinkie I reckon" AJ chuckled back with a smile.

Twilight Sparkle just let out a dissapointed sigh "Oh well, I guess it's back to the drawing board, time to scrap this and start over" Twilight bemoaned looking down at the helmet she had worked so hard on.

"Whao whoa whoa!" Rainbow Dash interrupted. "You can't just destroy it!" She exclaimed. The rest of her friends giving her a funny look. "er...what I mean is" Dash began "What if you figure out a way to get it to work, wouldn't it be better to have it on hand instead of just building another from scratch." Rainbow awkwardly chuckled.

"You know, she has a point" Sunset smiled looking over at her not so secret crush, giving SciTwi a playful wink "And if you want I could always come over this weekend and help you out with some calculations, I bet we could find a way to fix it by Monday!" Sunset happily exclaimed.

"Well, OK" Twilight agreed. "But in the meantime I don't want this getting into the wrong hands" Twilight stated as she pushed up her glasses and went over to the lab's supply closet as she grabbed a small step ladder and placed it in an empty spot on one of the top shelves as she hopped down and closed and locked the door behind her. "There she smiled" as she placed her master lab key back into her chest pocket and patted it to make sure it would stay in place.

"OKIE DOKIE LOKIE!" Pinkie cheered as she appeared out of nowhere, her hands and mouth full of cupcakes. "Let's get this weekend started!!" The rest of the girls just jumped back and chuckled at Pinkie's ridiculous reappearance as they left the room and Twilight locked the door behind her. As the group of friends walked towards the exit however Rainbow Dash turned around to look back at the lab, a mischievous grin on her face. Twilight had just invented the best thing in the world for a prankster like Dash, and she was going to be sure to find a way to get her hands on it. "Oh yea, this is gonna be a fun weekend!" She thought to herself as she grimaced menacingly, the rest of her friends to busy with their conversations to notice.

The halls of Canterlot High were dark and empty, even Vice Principle Luna had called it a night and headed home. All that could be seem were empty classrooms and a rather colorful blur. The blur ran straight to the lab, stopping only momentarily to unlock the door by vibrating the handle until it clicked. "hehe, Super Speed you so fine!" The blur chuckled as it ran into the lab and began to vibrate the door to the storage closet until it to became loose. "You know I should probably just learn to use my speed to phase through solid matter like that due on the superhero show" Dash chuckled. "But that sounds like a lotta work and hey this method seems to work well enough" she smiled as she opened the door and located her prize. "There yea are!" Dash slyly grinned as she jumped up and grabbed the device. "You and me are gonna have a lot of fun this weekend" she smiled. "And I know exactly who to use you on first!" Rainbow Dash grinned as she got out her phone and began to call Pinkie Pie and Fluttershy.

Later back at her house Rainbow happily hummed her favoirite Neighvana song as she got everything prepared, and just as she finished up she heard the familiar ding of the doorbell.

"S'up guys!" Dash greeted as she opened the door seeing her friends familiar faces.

"Oh my gosh i'm just so excited for our sleepover!" Pinkie Pie cheered as she hopped into the room and gave Rainbow Dash her usual super tight hug. "uff, m-me too Pinkie" Dash awkwardly wheezed as she worked to catch her breath.

Fluttershy just chuckled as she put down her bag double checking to make sure Angel Bunny hadn't snuck in like last time.

"of course we're always happy to spend time with you Rainbow Dash" Fluttershy agreed. "But you've never really offered to have a sleepover before, well not since that incident Freshman year" Fluttershy awkwardly chuckled in remembrance causing Dash to cringe. "So why now?" the shy light yellow skinned girl asked curiously her large innocent eyes fixated on her friend.

"Well, I dunno, I just felt like it, yea know" Dash awkwardly replied rubbing the back of her head. "I mean mom's off at some silly Knitting Convention and Dad took Scootaloo to the Blitzball game in Appleossa so I just thought it'd be nice to have some company or whatever." Dash nervously chuckled.

"Aww, Dashie didn't want to be alone" Pinkie sweetly sang as she hugged her friend once more.

"OK, OK enough of the mushy stuff let's get this sleepover or whatever started already as Rainbow Dash walked into the living room the other two girls trailing behind.

Meanwhile at Twilight's house.....

"What's Wrong Twilight?" Spike asked a concerned look on his face, noticing his owner's face was one of anxiety and uncertainty as if there was a sense of nagging dread eating away at her. "Oh, I dunno Spike" Twilight sighed as she paced around her lab, looking over at Sunset who had fallen asleep trying to finish an equation. "I still just feel like I should have destroyed that stupid helmet." The anxious young girl huffed.

"Yeah, maybe" Spike agreed as he pranaced over to her. "But if you destroyed it you'd never be able to get it to work right and then you wouldn't be able to see all the sexy things Sunset and Timber are thinking about you all the time!" Spike teased.

"I guess you're rig..." Twilight began before realizing what her pet had said. "Why you!" Twilight looked down angrily at Spike "I expect that kind of lewd commentary from Rainbow Dash or Pinkie Pie but you Spike!? My own dog and Number one assistant, for shame!" Twilight scolded as she picked up and rolled up a near-bye newspaper. "Bad dog" She said waving the paper in front of Spike. The dog just rolling his eyes "Yea i'm not a puppy threatening me with newspaper doesn't work anymore" He smirked.

"Oh is that so" Twilight chuckled "Well then I guess i'll just have to do the next best thing and not give you any of those mint flavored dog treats you love so much tonight as punishment.

"Aww, lame!" Spike growled.

"And that dear Spike is why you should never bite the hand that feeds you" Twilight smirked as she went back to her desk and returned to working on her equations. No matter how long it took she would find a way to get the device working right, hopefully before anything bad happened.

Back at Rainbow Dash's house the girls set down snacking on pizza and cupcakes sipping soda and lemonade as they watched a cheesy old horror flick from the 50's. As the credits rolled Pinkie hopped up off the couch "Man that movie was super duper fun!" She exclaimed. "Who know giant ants were such a big problem back then!"

"Uhh, pretty sure it was a work of fiction, not a documentary Pinkie" Rainbow Dash chuckled.

"I sure hope so" Fluttershy gulped as she shook "Ants are cute when they're tiny, b-but big ones...oh no thank you!" The girl shuddered.

"I dunno" Pinkie argued "A big ant would make a pretty cool pet!" She squeed.

"Yea, yea, whatever" Dash comedically huffed. "It's getting late how about we head upstairs.

"O-oh I don't know if I can sleep after that" Fluttershy stuttered.

"Good, because I didn't plan on sleeping yet." Dash slyly smirked. "Who's ready for some video games?" She asked both girls standing in attention at the mention of her next planned activity.

Rainbow Dash did her best to conceal her chuckle as she walked upstairs to her room the two girl's behind her. Her plan was working perfectly. She knew Fluttershy was as big a gamer as Sunset, and the girl really let out her inner demons when she was losing too, Fluttershy had the most epic freak-outs Dash thought thinking back. And then of course Pinkie Pie was up for anything with the word game in it. Luring these two to her room for some real fun was all to easy.

Rainbow Dash opened the door and politely let the two girls in first looking around Dash's room they noticed not much had changed, save for a few extra Daring Do posters it was the same as it ever was. The two girl's noticed the old Neightendo 64 and smiled as they set in front of it and grabbed controllers.

"Oh, what game are we playing Dashie!?" Pinkie asked in excitment.

"Dunno yet" Dash smirked. "Let's See, i've got Wave Riders, Super Smash Sisters, Legend of Zecora: Majora's Mask, Mareio Kart, oh or Animal Crossing 64" She smirked showcasing all the games.

"Oh but I thought Animal Crossing didn't come out till the GameSquare Era!" Fluttershy gasped in surprise.

"True, but one of my dad's old buddies found a copy of the beta version made for the 64" Dash grinned as she held-up the cartridge. It's a bit buggy in spots but overall still really fun, especially if you want something relaxing" Dash boasted enticing shy even more.

"Oh-Oh let's play it!" Fluttershy cheered sounding almost as excited as Pinkie Pie, then realizing how she sounded biting her lips and blushing "um, if that's OK with you two" She meeped.

"sure thing" Pinkie Chuckled. "Put her in Dashie!"

"OK then!" Dash grinned as she put in the cartridge and let her two friends play.

About an hour passed and the two girls were lost in the world of the game, Dash just watched as the two's cute avatars help animals solve problems, plant gardens and fish. Now being certain the two were oblivious of the world around them Rainbow Dash grabbed the helmet from under her bed and slowly sneaked up from behind using her super-speed to place the helmet on Fluttershy and turn it on simultaneously. After a flash of light Fluttershy dropped the controller and just set there staring blankly.

"Hey shy, you OK?" Pinkie asked as she heard the controller drop, but it was already too late as now Dash had sped over to her friend and placed the helmet on top of her, turning it on before the girl had time to register what was going on. After another flash Rainbow knew the deed was done.

"OK, you two get up and turn around to face me!" Dask commanded with a smirk. The two girls remaining silent as they complied. Rainbow Dash looked at her two friends, their eyes hazed over blank expressions, like robots waiting for a command.

"So, how do you feel girls?" Rainbow chuckled.

"How Do you want us to feel Rainbow Dash?" They both asked in a somewhat monotone voice. Dash just sighed. "Yea forgot about that"

"OK first off I want yo to talk in your regular voices" Rainbow Dash commanded. "OK the two replied with a bit more of a normal voice, still not as enthusiastically as they would have under normal circumstances but at least it didn't sound quite as robotic.

"OK, it's a start I guess" Dash chuckled as she set on her bed.

"OK i'm going to ask you girls some questions and I want you to answer openly and honestly, just like Applejack would" Rainbow chuckled. The two girls nodded in compliance.

"OK, first off...Pinkie Pie, Don't think I don't notice how much time you spend looking at me, how you always try to dote on me and inflate my ego" Dash smiled. "You have a crush on me, don't yea Pinkie Pie!?" Rainbow Dash egotistically smirked.

Pinkie Blushed a bit and with a silly and pig like laugh she admitted "Yes Dashie, I have a super-duper big crush on you"

"OH really" Dash smiled "And how long have you had this crush Pinkie?" Dash grinned.

"Since I first layed eyes on you our Freshman year, you were so awesome the way you defended Fluttershy from those bullies. " She reminisced her eyes still hazed. "The way you clocked Lightning Dust in right in the jaw, it got my ice cream all in a twist!" She admitted still chuckling.

"Good to know" Dash smiled as she turned her attention to Fluttershy.

"And how about you Fluttershy, my dearest oldest friend, how do you feel about me, be honest now" Dash smirked.

"I-I don't know" Fluttershy replied. Dash frowning that not being the answer she wanted to hear.

"What?" Rainbow Responded

"W-well you see" They hypnotized girl stuttered. "I-I've known you for so long and it's o so very complicated I would hate to bore you" Fluttershy pouted.

"Then give me the sweet and simple version." Dash growled.

"W-well I do love you, but mostly like a sister, cause we've know each other so long" Fluttershy explained. "B-but the past couple of years ever since we got these magical powers i've really started getting horny a lot, I guess cause our pony counterparts get in heat sometimes or something" Fluttershy rambled. "But I guess what i'm trying to say is i'm kind of confused about how I feel about you and the others but I do think you're all hot and it makes me want to touch myself and maybe even have sex with you!" Fluttershy admitted.

Rainbow Dash just gave off a mischievous grin. "Well that's more like it!" Rainbow Dash chuckled as she looked at the two girls.

"OK then, are you two ready for a very special game?" Rainbow grinned as she licked her lips.

"Yes Rainbow Dash the two girls complied."

"Good, now you're both going to strip naked and when I snap my fingers you'll both be super horny and let me do anything I want to you until I snap my fingers again and you return to this whole hazy or whatever state, got it!?" Dash told/asked them.

"Yes Rainbow Dash" The two replied as they undressed, Dash snapping her fingers as they finished.

"Oh, hey Dashie!" Pinkie chuckled as she hopped up and down in the nude. "Thanks for letting us play that awesome game!" She smiled. as her large pink melons bounced up and down.

"Y-yes you really must let us thank you" Fluttershy huffed her face turning red as she began to play with herself, her left hand cupping and grabbing her breast as her right hand went lower and began to play with her special spot, as she inserted two fingers inside giving off a small squeak.

"Well, if you really want to pay me back I can think of afew ways" Dash deviously smiled. "C'mere Pinkie." Dash winked as she patted the bed. Pinkie jumping and cuddling up next to Rainbow. "good girl" Dash smirked as she moved behind Pinkie and grabbed the girls large pink mounds. "Damn Pinkie, you've got some pretty nice tits" Rainbow lewdly remarked. "I'm kind of jealous at how lucky you and Fluttershy are" She admitted as she continued to knead the girl's breasts. "Oh, bu-but you're beautiful too Dashie" pinkie huffed as her face turned red as the sensation of Rainbow pulling on her nipples and playing with her breasts started to cause her to feel a tingle down below.

"Oh I know" Dash smirked. "But you two, just damn!" She continued as she moved her hands down Pinkie's body taking in every curve gently grabbing her perky posterity before moving on to her lower lips in the front. "ahh" Pinkie Pie lightly cooed. Dash smiling in delight. "Oh yeah, this is gonna be fun!" Rainbow thought to herself.

"Wh-what about me?" Fluttershy asked looking needily at Rainbow, the cyan skinned teen looking over noticing Fluttershy was shaking, her face red her body sweating as she played with herself, her juices dripping from below and even some milk coming from her teats.

"Geez girl, you really are in heat aren't you?" Dash chuckled. "Get over here!" Fluttershy complying as she ran and jumped on the bed causing it to bounce.

"OK, Pinkie, I want you to suck on Flutes breasts, get some of that good milk" Dash chuckled watching as Pinkie hopped off her friend and began to suck Fluttershy's breast.

"Good" Dash grinned. "Now i'll get my drink from below." Rainbow smirked as she moved to her friend's lower lips and began to slowly lick her love hole. Slowly at first until she found the rhythm that seemed to work the most going off of Fluttershy's moans. She continued the desired motion until Fluttershy finally climaxed.

"mmm, taste like honey" She chuckled as she licked the love juice off her lips before quickly moving up, pushing Pinkie aside and putting her own snatch right in Fluttershy's face as she set right on top of the girl. "OK, now you do me!" Dash commanded. Hearing Fluttershy nervously mumble something before complying.

"Oh yeass!!!" Rainbow Dash sang as she could feel her friends tounge eplore her lower lips.

"Dashie what about me!?" Pinkie whinned as she looked at the girl longingly.

"OK Fine" Dash huffed as she motioned for Pinkie to move closer until Rainbow could reach the girl's twat inserting two fingers as she began to finger fuck the peppy pink girl while Fluttershy continued to eat her out. The trio kept this up until eventually both Dash and Pinkie also reached their climax. the Three girls simply enjoying the bliss of the moment.

After they had finished up their "playtime" so to speak Rainbow Dash made sure to clean the two up and set them back on the bed snapping his fingers again, causing them to return to a neutral state. "OK, that was fun, wasn't it girls?" Rainbow Dash guffawed.

"Yes Dashie" They replied in unison.

"Good" Dash snickered. "Cause i've decided from now on you two are mine, at least when we're in bed." She explained. "When I snap my fingers you'll fall asleep and not remember a thing we did, you'll be back to normal and go on like you usually would" She continued. "But when I utter the phrase....Sexy Zucchini...yea that's it" she chuckled to herself. "You become my loyal pets again and i'm your mistress, got it!?" Rainbow asked in delight.

"Yes Rainbow Dash" the two hazy eyed girls complied.

"Good, now....go to bed!" She commanded as she snapped her fingers, the two girls instantly falling asleep.

"hehe, this weekend is gonna be a lot of fun" She mischievously chuckled as she picked up the helmet. "And we're just getting started"

Author's Note

OK, new story sort of. Thanks for reading and thanks for SuperFun for suggesting the idea.

will try to update at a decent pace but no promises.

Also yea i'm on a hypnosis/mind control kick lately, sorry. And yea I know the set up is kind of cheap and lazy, but hey we'll iron out the kinks as we go one. Anywho next chapter Fun on the apple farm with AJ & Rarity. Thanks for reading and will go back and correct errors as I am able!!