Sunset Shimmer yawned as she approached the stone steps of Canterlot High. She was still somewhat groggy and grumpy from being woken-up half an hour earlier thanks to Twilight deciding it would be a good idea to text her and remind her to meet in the lab when she got to school. "Yes because i'm going to forget we worked all weekend coming up with a formula to fix that stupid helmet!" Sunset angrily chuckled as she opened the door. It was still some time before classes started so not many others had arrived outside of the school's faculty. Sunset waved to Mrs. Cheerilee who was trying to help Professor Cranky Doodle unlock the door to the Teacher's Lounge. "Stupid thing is always getting stuck half-way" The grumpy old goat of a man complained. Cheerilee just rolling her eyes. Sunset let out a near silent chuckle as she walked by.

As she continued her trek down the hall she saw Wallflower one of the few students that like herself loved to come to school early organizing her locker as she tried to push a large bag of seeds and plant food into it. "Morning Wallflower" Sunset sang with a smile as she waved at the girl.

"O-oh G-Good morning Sunset!" The shy grass haired girl blushed as she gave Sunset an awkward smile and quickly waved back before she went back to her work.

"You know she really is adorable" Sunset thought to herself. "Maybe I should ask her if she wants to join Twilight and I for a little fun next weekend" Sunset grinned as she bit her lip trying to temper her lust, it was far too early in the morning for that and she hadn't even had her usual morning coffee with Principle Celestia yet, though she supposed that would have to wait till after she meet with Twilight and fixed that silly helmet.

Sunset Shimmer looked at the lab door and began to open it before she paused. She thought she heard what sounded like arguing from coming inside, it sounded like the rest of her friends were already there. "That's odd" Sunset exclaimed. "Usually Twilight and I are the only two that get to school so far ahead of time" She told herself as she finally opened the door to see what was going on.

"What in Sweet Auntie Applesauce's name are yea goin on about and why do you look so ridiculous!" Applejack angrily huffed.

"Come now Darling, you can't expect us to believe what you're saying!" Rarity added.

"Oh-oh My!" Fluttershy blushed.

"Lies, lies and slander!" Pinkie Pie shouted "My Dear Dashie would never do something like that to me!" The girl huffed.

"Honestly I have no idea what is even going on or why I was invited here" Trixie bluntly stated.

"Umm....hey everyone so....what's up?" Sunset asked confused looking at her friends.

"Oh, I dunno why don't ya ask them!" Applejack huffed pointing over to where Rainbow Dash and Twilight were standing.

"W-what the what!?" Sunset exclaimed in disbelief as she looked at her two friends. Rainbow Dash's skin was now a much darker shade of blue, there were three black streaks in her usually rainbow hair she was wearing some ridiculous denim biker punk get up and most disturbing of all the geode in her pendant was pitch black. Twilight also seemed to be in an altered state. Her skin too was much Darker her hair down long like her Equestrian counterpart, her eyes glowed blue and her breasts seemed to be much tighter against her shirt then usual.

"T-they've been corrupted!" Sunset panicked as she moved back towards the rest of her friends.

"Well Duh, we know that!" Pinkie angrily exclaimed. "Which is kind of awful but what we're really mad about is the super duper awful things they say that they, or I guess what Dashie did to us!" Pinkie Pie whined as she crossed her arms with a pout.

"Wait-what!?" Sunset spun around looking at her disgruntled friends.

"Dash claims that she used that there helmet you and Twi made ta turn us all into her mindless slaves er somethin, but Ah ain't buyin it, she's just being a rotten apple trying ta raze our ire cause somethin happened to her magic." Applejack angrily huffed.

"B-but what if it's true" Fluttershy sobbed. "T-that means that Dash...that she..." the shy yellow girl began to sob.

"Oh Please, if Trixie got bucked by some tomboy outside in the middle of the park Trixie would remember it" The showgirl huffed.

"I mean the claims are quite extravagant darling....and rather horrid if true" Rarity concurred.

"OK so can we all just calm down and talk this out, or will at least someone clearly explain to me what is going on because I still feel abit lost." Sunset sighed trying her best not to panic.

"Sure" Rainbow Dash chuckled as she licked her lips with a smile showing off her fangs. "I stole this stupid helmet of yours to use as a prank, but I guess it had the unintended side-effect of liberating me from my namby pamby goody two-shoesness so I basically used it to turn all our friends into my mindless drones and sex slaves to have fun with whenever I want." Rainbow Dash deviously chuckled.

"Well they don't look like mindless drones right now" Sunset huffed.

"That's because I haven't said the magic word yet" Rainbow Dash grinned.

"Oh and what would that be" Sunset teased with a grin of her own.

"SEXY ZUCCHINI!!" Rainbow Dash burst out with a laugh.

"Seriously?" Sunset asked with a deadpan face, even she was starting to think this was just a bad joke at this point.

"Well turn around and see for yourself" Rainbow Dash smirked. Sunset complying and as she looked back at her friends she was shocked to see them all with glazed over eyes as if they were in some kind of Haze.

"I-I don't feel so good" Pinkie groaned as the last bit of free will left her.

"No!" Sunset gasped as the girl's eyes began to glow and they blinked looking over at Rainbow. "What can we do for you Misstress Dash?" They all asked in unison. Sunset just staring on in shock and disbelief.

Meanwhile at the Teacher's lounge.....

"Sister do you ever get that feeling that something horrible is about to happen?" Luna asked as she set down her coffee and looked over at Celestia.

"Well we are in public education, so yes, pretty much all the time" Celestia chuckled as she took another swig of her iced latte.

"You know that's not what I mean" Luna grunted. "Sunset didn't come to meet us for Coffee this morning, she hasn't missed a day since the incident with Wallflower. Do you think she's ok?"

"Sister, Sunset is a magical pony girl from another dimension with the ability to read other's thoughts and emotions, I am sure she is fine, and if she or Twilight were in trouble they have both of our numbers as well as Cadence's and Shinning Armor on Speed Dial, if anything bad was happening we'd know." Celestia reassured her sister. "Now stop worrying and finish your coffee, we have a busy day ahead of us" Celestia chuckled as she patted her younger sister on the head. Luna just letting out a disapproving grown of Celestia's dismissal of her nagging feeling of impending doom.

Back at the lab Sunset had been pinned down by a hypnotized Applejack and was now being held down on her knees by AJ and Trixie.

"Please, you don't have to do this. We're friends, all of us, we're the Rainbooms remember, we're the good guys!" Sunset pleaded trying to wrangle free from her zombified friends grasp.

"It won't do you any good" Midnight Sparkle chuckled as she approached Sunset with the helmet. "Soon you'll be part of our thrall as well" Midnight chuckled her eyes glowing ever brighter in anticipation and glee of getting back at the goodie-two shoes that had foiled her plans the first time. "Mistress Dash and I have big plans for this school, for this world." Midnight cackled. "You're the only real threat to these plans and we can't have that can we." Midnight chuckled as she put the helment atop Sunset's head.

"Please Twilight, I know you're in there, I know you, you're smarter then this, stronger, fight it. You...you're my best friend...I-I love you!" Sunset pleaded as Midnight finished strapping on the helmet. "And i'll love having you as a mindless loyal pet" Midnight cooed as she turned the machine on. Sunset screaming in anguish, anger and disbelief as the helmet started up and began to make the brightest light display yet seen as everyone did their best to cover their eyes as not to be blinded by the spectacle.

"Ugg, that was a bit too bright for my liking" Rainbow hissed as she let finally opened her eyes after the light had dissipated. Midnight and their hypnotized thralls doing the same.

"So do you think it worked?" Rainbow Asked looking over at midnight.

"Only one way to find out?" Midnight chuckled as she walked over to Sunset, the helmet still giving off a faint glow and some steam.

"So my pet, how do you feel?" Midnight cooed as she bent down right in front of Sunset Shimmer.

"I-I'm not anyone's pet" Sunset meekly rasped as she grabbed Midnight's arm. "Now give me back my friend" She angrily growled as she tried to activate her emphatic powers to reach into Twilight's mind. Only to find that nothing happened.

"W-what, I-I don't..." She weakly rasped as she removed her hand and then in a panic tightly grabbed the dark purple's arm again trying to use her powers. "No" She gasped as she realized what had happened. Midnight just grabbing the helmet off her head as she began to cackle loudly and evily.

"Oh this is too much, this is just perfect!?" Midnight cooed.

"What's perfect? It obviously didn't work" Rainbow Dash grunted.

"Oh but Mistress, it did...not in the way it intended, but it did" Midnight cackled once more.

"Explain" Dash huffed.

"The helmet was originally meant to mimic Sunset's Empathic powers, so when we used it on her it caused a paradoxical charge in the power-cells reacting to her geode and her inner Equestrian Magic and..." Midnight began before being cut off.

"In plain English please" Dash huffed.

Midnight just growled. "Basically it sucked all of Sunset's magical energy out of her and her geode and now it's stored inside here." She smirked holding up the helmet.

"So what does that mean for us?" Dash grinned as she raised an eyebrow now rather curious.

"It means you don't even have to put it on anyone anymore, just point and click and you can turn anyone and everyone in the school into your mindless thrall's!" Midnight cackled. "We can take control of this entire school and then THE WORLD!!" Midnight cackled with glee as she spun around holding the helmet up high. "And there's nothing Sunset Shimmer can do to stop us" She added at the end looking back at the now downtrodden, heartbroken and defeated girl.

"Well that sounds like a win to me!" Rainbow Dash chuckled. "So how about it Trixie feel like getting the school together in a gym for a magic show?" She asked the silver haired girl with a smile.

"Oh mistress, I thought you'd never ask!" Trixie giggled with a smile, excited at the thought of performing for her dear Rainbow Dash. Sunset just looking on at her friends in anguish unsure of how to fix this, but she still wasn't about to give up, not yet.

Author's Note

Finally another chapter. Yay! Poor Sunset, hope she can find a way to fix this mess!

Anywho come back next time when Dash makes Celestia and Luna do smexy things and then after that, Trixie starts an orgy, or something. Toodles!