The Sunday evening sun began to dip down below the horizon as the last embers of fading light slipped through the window of Twilight Sparkle's bedroom as the girl let a rather large yawn.

"Well it looks like we finally figured it out." Twilight softly yet happily chuckled as she put down her pencil and stretched out her arms and neck trying to loosen the tense crick that had formed from a weekend of complex calculations.

"Yep, it took awhile, but with this that silly helmet of yours should finally work" Sunset chuckled back. "Now everyone will know what a pain it is to be an Empath" she chuckled bopping the adorkable girl on the nose with the backside of her pen.

"Well, Ms. Empath, what am I feeling right now then?" Twilight teased giving her a seductive look.

Sunset just chuckled as she planted a kiss on the girl's cheek. "That's sweet but I think it's best we just call it a night and get some rest." Sunset smiled as she picked up her bag and set-up causing Twilight to pout. Sunset just looked back gave her a wink. "Don't be that way Twily" she teased "I promise I'll make some time for us to play, but I'd say after all that work both of us could use a good rest." Twilight just gave a disappointed huff but eventually agreed as she saw Sunset off the fiery girl blowing Twilight a goodnight kiss causing her to blush as she turned around and headed back up to her bedroom, neither girl noticing a cyan teen hiding in the bushes.

Twilight yawned as she finished checking her calculations one final time. "Yep, looks like everything is in order, this should deffinently fix the helmet" Twilight congratulated herself.

"Well now, we can't have that can we" she heard a voice deviously mock from behind. Twilight turned around surprised seeing Rainbow Dash standing in the doorway, only she didn't quite look quite like herself. Her skin seemed to be a slightly darker shade of blue then usual and there was a single swoosh of black in her rainbow hair and she was wearing a denim jacket over her t-shirt instead of her usual sports sweater, her Jean's were a distressed denim with some holes in them. On top of that she had a ball bag that was oddly shaped that she set down next to her.

"Oh, ahh Rainbow I didn't hear you come in" Twilight awkwardly and nervously chuckled trying to be polite towards her friend despite the unwanted intrusion. "What brings you by at this hour?" She inquired keeping her eye on her friend as the girl walked into the room getting even closer.

"Well, I just thought I'd hop by for a little Twilight time" Dash chuckled as she gave a devious grin.

"T-Twilight time?" The girl meeped curiously with a blush.

"Yea, I guess I just got curious you know, to see if you taste as good as Sunset thinks you do" Dash teased licking her lips.

"OK that's enough!" Twilight angrily huffed her face blushing red with a mix of flattery, embarrassment and anger. "You can't just break into my house and then try to flirt with me!" Twilight scolded. "I don't know what has gotten into you but...." Twilight paused noting the rainbow girl's geode had a much darker sheen to it. "Oh my God, Rainbow, your magic is corrupted, but...why how!?" Twilight began to panic looking at her friend in shock.

"Corrupted, or liberated" Dash smirked as she pulled the helmet out from the bag causing Twilight to reel back in shock.

"No" she gasped beggining to peace together what had happened. Rainbow giving off an even more devilish grin.

"I've had a lot of fun with this over the weekend, and so have our friends." Dash admitted as she raised up the device.

"No, you wouldn't" Twilight gasped in disbelief. "You're our friend, you're loyal, you're.." Twilight got cut off as Dash pushed her down to the ground.

"I'm the girl who fucked Fluttershy and Pinkie Pie silly, got to watch AJ & Rarity make out and turned Trixie into the needy bitch we always knew she was" Dash cackled. "And now I'm gonna scramble an egghead" she grinned as she put the helmet atop the frightened nerdette.

"Please, Rainbow, you don't have to do this." Twilight sobbed. "I have the equations, I can fix the helmet, we can undo all of this, you can still be good." Twilight continued to plead.

"Sorry Twi, but being bad is just too much fun" Rainbow chuckled as she turned on the device causing Twilight to shriek in terror as the brightest light yet enveloped the room. Dash closed her eyes until it died down and when she opened them even she was surprised by what she saw.

Rainbow Dash stood in awe. Before her Twilight stood not a mindless hypnotized thrall as Dash had expected but glaring at her with her eyes glowing her hair down straight like her princess counterpart. Her skin had turned a much darker shade of purple and her breasts had grown by at least two sizes squeezing tightly against her cloths. Black crow like wings grew from her back and her fanged smile practically glowed with delight.

"M-Midnight Sparkle!?'" Dash gasped in both aww and disbelief.

"The one and only" Midnight cooed in a sultry and seductive tone as she hovered towards Dash. "I guess I have you to thank for freeing me from that pathetic goody-body's subconscious" Midnight grinned as she rubbed the girl's cheek. "I guess as a reward I'll let you live" Midnight hissed as she began to power up her magic. "Now excuse me while I go get my revenge on the rest of our friends" she growled as she began to levitate towards the window.

"Yea, I don't think so" Dash huffed as she used her speed to block Midnight's path.

"Excuse me?" Midnight hissed looking down at Rainbow. "What do you think you're doing?" Midnight huffed.

"Preventing you from making a big mistake" Dash teased.

"Explain" Midnight hissed.

"Simple" Dash chuckled. "I can't have my newest girl hurting my other girl's it'd look bad" Dash teased with faux-cockyness.

Midnight growled and paused as her eyes began to glow using her powers to sift through Twilight's memories. "Ahh yes, the helmet" She chuckled. "You don't really think that worked on us did you?" Midnight teased as she released her levitation spell and kept her devious grin as she became face level with Dash.

"Well I mean it did something, it brought you out didn't it." Dash pointed out.

"So what." Midnight huffed.

"So the way I see it Twilight's mind let you out as a defense mechanism or something." Dash chuckled.

"What are you getting at? Midnight hissed again.

"Well the way I see it" Dash began with A chuckle "it worked and Twi's susceptible to my commands, I just have to find a way to get through or subdue you first." Rainbow smirked.

"Oh and how do you plan on doing that?" Midnight teased.

"Well, how about we play a game?" Dash grinned, peaking Midnight's interest as she did.

Midnight Sparkle grinned as she looked at herself in the mirror. Wearing nothing but an oversized T-shirt and some black leggings, using her magic to dissipate her wings. "Stupid Twilight Sparkle so attached to this hand me down from her big brother" she chuckled as she sniffed it taking in remnants of both Shining & Cadence's scent "Not that I blame her" Midnight cooed.

"Enough stalling already, let's start already!" Dash huffed.

"Fine" Midnight groaned as she walked towards the bed where Dash set naked, toys strung out below. "Though this game is still ridiculously stupid" midnight complained.

"No it's not, it's just straightforward" she argued. "We fuck and the first person to cum loses and becomes the other's loyal pet" Dash sang as she picked up the magical contract Midnight had made that both had agreed to sign.

"Fine" Midnight huffed as she rolled her eyes. "Let's get this formality over with so I can get back to trying to conquer the multiverse" she teased as she gave a devious fanged smirk pulling up the shirt and revealing her plain white panties.

"Yes, let's" Rainbow smirked as she licked her lips.

The two girl's started out slow teasing and touching one another giving out light chuckles and coo's as they did. Rainbow decided to take initiative first as she blew on and nibbled Midnight's ear while Tightly squeezing on her opposite side's breast and began to move down Midnight's neck giving it sweet tender kisses.

"Oh, so you think it'll be that easy" Midnight growled as she moved and bit Rainbow on the neck causing the girl to let out a surprised meep as Midnight pushed her down taking control.

"I'll make you love my bite" Midnight said with a sultry tone as she set above Dash. "Among other things" She teased again.

"Hehe, we'll see" Dash mocked looking at the girl as she moved her leg up pushing her shin right against Midnight's panties.

"W-what the!" Midnight gasped taken by surprise as Rainbow began to rub and push her kneecap against the girl's lower lip's causing her to fall back in surprise.

"Th-that's playing dirty!" Midnight huffed as Dash took control once more climbing atop the girl.

"Never said I wouldn't play dirty egghead" Dash chuckled. As she looked down at the toys and grabbed two of them giving midnight a knowing smirk. "You see at the end of the day you're still part of Twilight and I know a thing or two about Twilight." Rainbow cackled.

"Oh yes, like what?" Midnight growled.

"Like what a lightweight she is" Dash began. "How she's always horny but uses her science projects to distract herself from wanting to be fucked by Sunset or Flash or Timber or even her own brother and sister in law" Dash teased pointing to various pictures of friends and family Twilight had hanging on the wall.

"Th-that's not true!" Midnight blushed.

"Oh but it is." Dash replied. "I bet Twilight, bet you would love it if a her friends suddenly ran in here and saw her like this, bet she'd love it even more if we all used you like the horny little girl you are." Dash continued to taunt as she pulled of the panties feeling the moistness growing in Midnight's lower lips. Chuckling as she placed a vibrator in Midnight's ass turning it on low. "Think about it" Dash continued. "All your friends fucking you silly, Sunset pounding your ass as Pinkie & Timber play with your tits" Dash described as she grabbed Midnight's breasts. "Flash jabbing your lower lips as Shining gags you with his Rod, Rarity giving you a massage as AJ rides her. Fluttershy playing with herself as Cadence records the whole thing" Dash chuckled as she finished painting her rather ridiculous yet arousing picture. Looking at midnight seeing the girl was leaking having grown wetter. Dash smirked knowing now was the time to make her move as turned the vibrator to max as she strapped on the Dildo and began to unrepentant rut her friend's dark side.

"N-no...ahhh...owww...yeasss" Midnight painted in a confused and aroused state.

"Just imagine Twilight" Dash huffed. "Sunset, Timber, Flash" she repeated as she pounded the girl's lower lips. "Pinkie, Cadence, Shining" she listed as Midnight moaned in bliss, so close. "Fluttershy, Rarity, AJ even Trixie using you like the horny little slut you are!" Dash cackled as she increased her speed. Midnight, no Twilight both voices coming out of the girl's body with moans of pleasure until she finally climaxed, two times in a row in fact. Midnight moaning in defeat as magic began to swirl around and a black leather collar appeared over her neck. A cute heart shaped dog tag that read "Twily" attached to it as Midnight passed out with a relieved sigh.

"Hehe, not so high and mighty now, are we pet" Dash grinned as her geode turned darker still, another streak of black showing up in her hair.

Author's Note

New chapter. Yay sexy midnight! Anyway thanks for reading and come back next time as Dash begins her plans for school domination! Can even Sunset stop her!?