Rainbow Dash & The Amazing Mind Manipulation Machine

by Old Goat Abadeer

Rating: mature
Tags: Human, Porn, Trixie, Rainbow Dash, Comedy, Other, Non-consensual, Equestria Girls, Sex, Main 7 (EqG), Slice of Life
Length: 12040

(Ongoing) (Based on and idea by SuperFun) Twilight tries to invinte a helmet that can emulate Sunset's empathic mind reading abilities, she ends up creating a mind control helmet instead. She wants to toss it, but Rainbow Dash has other plans.

(Ongoing) (Based on idea by SuperFun) (Self Contained)

When Twilight Sparkle finally finishes her Super Sunset Helmet she is ecstatic that she might finally be able to understand her friend's powers better, however when the helmet turns out to be a dud she plans to chunk it. Rainbow Dash thinks it's unintended side-effects might be useful and...borrows it for a few "experiments" of her own.

Story contains Mind Control/Mental Manipulation, Bondage/BDSM, split-personalities, pet play, lactation, and maybe afew other things.

Published 2018-08-20 15:50:02 UTC
Last updated 2018-09-27 16:49:45 UTC

Chapter 1: Mindful Fun With Friends

"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!!

Chapter 2: Down On The Farm

The crisp morning air refreshing smell blew across the breeze as Rainbow Dash made her way to her friend's house. "I can't believe that worked last night!" She chuckled to herself remembering the fun she had with Fluttershy and Pinkie Pie. The two girl's being none the wiser that they were secretly under her thrall, Dash convincing them to chalk-up their headaches to an overdose of sugar and caffeine from the night before. Though something told her that her next targets wouldn't be quite as easy. She looked at the large ball bag she had the helmet hid in, shad had done her best to round out the shape by putting an actual vollyball and some socks inside. With any luck no one would notice and she could continue her ultimate prank.

Applejack let out a refreshing sigh as she stood at the top of the hill looking down at the countless apple trees below. "Ahn't it a sight" She happily exclaimed.

"I suppose so darling, but do we really have to start so early, this morning dew is getting my boots all wet" A familiar voice pouted.

"Well I supposed we could wait an hour or two or maybe wait till noon when its super hot and start then" Applejack teased.

"Point Taken Dearie" Rarity huffed. "Your just lucky your so ravishing in those work close, I wouldn't offer to help just anyone you know" Rarity chuckled giving the cowgirl a flirty wink.

"And you don't look sa bad yer self" Applejack blushed looking at Rarity who was wearing a plain violet shirt with overalls over it and s cute straw hat she had made for herself, the only fancy thing on the usually overzealous fashionista being her boots which were obviously made more for show then work. "Anywho let's get started!" AJ stated doing her best to put on a serious face.

"As you wish darling" Rarity sang in a flirty tone as she followed Applejack down the hill and towards the orchard.

"Hey Guy's, Sup!?" Rainbow Dash asked as she streaked into the apple orchard causing the two girls surprised by the unexpected interruption to panic, Rarity losing her balance and falling off the ladder, Applejack thankfully quick to catch her.

"What in tarnation Rainbow!?" AJ scolded "Yea can't just sneak up on somebody like that!" The angry cowgirl growled.

"Yes, that's rather uncouth darling" Rarity pouted. "Though I can't say I am completely against the outcome" She teased noting how Applejack was still holding her, causing the cowgirl to blush.

"Yea, whatever" Dash chuckled. "Hey I just thought I'd come by and give you guys a hand" She coyley smiled as she sat her ball bag down. "But if you don't want my help...." She teased as she bagan to slowly walk away

"Oh, oh Applejack darling, we would get through so much quicker if Dashie was helping us, why don't we let her!?" Rarity pleaded giving AJ her pattented puppy dog eyes. Applejack in turn just rolled her eyes and grunted but eventually gave in.

"OK, fine, yea can help!" Applejack agreed. "But no funny business." She warned "No pranks, no goin so fast yea don't know what kinda apple yer puttin in which bin. If yer gonna help us yer gonna do it right!" AJ commanded.

"Aye aye mon captain!" Rainbow Dash playfully teased as she gave AJ a salute causing the cowgirl to give her an angry glare while Rarity let out a light chuckle. "Yeah" thought Dash to herself "This is gonna be fun"

Around four hours later the three girls finished up their task and lunch time was close at hand.

"Man, i'm starving!" Rainbow moaned. "Who knew work was so much work!?" she chuckled.

"Yes, and I must say i'm feeling rather sore" Rarity pouted as she rubbed her arm. "This manual labor just isn't my style, I don't know how you do it!" She whinned looking over at her favorite cowgirl.

"Well when yea been raised on a hard days work it just gets perrty easy" Applejack bragged flexing her muscles to show off.

"oh my" Rarity blushed

"Pfft" Dash exclaimed rolling her eyes. "Let's just get cleaned up and get something to eat, i'm starving!" The athelete exclaimed.

"Fine, fine, follow me!" Applejack chuckled as she motioned for the two girls to come along.

After the group had made their way to one of the larger barns on the property the entered the large building and looked around. For a barn it was pretty clean and well kept and seemed to have a fair amount of modern updates as well.

"We'll clean up in here and then go to the house fer some grub" Aj chuckled as she pointed to the corner that had a small shower head and a curtain.

"Y-you want me to take a shower, in a barn!" Rarity shrieked. "That's just barbaric!"

"Fine if'n yea wanna smell like a wet dog all day that's up ta you" Applejack teased as she began head towards the shower.

"no, no...I'll do it!" Rarity reluctantly agreed. "Afterall a proper lady can't go around town smelling like the back end of a cow." She awkwardly chuckled as she walked behind the curtain throwing her dirty cloths over as she undressed, Applejack quite obviously staring at her silhouette through curtain.

"Man you've got it bad, don't yea?" Rainbow Dash teased causing the cowgirl to blush bright red like the apples she had just picked.

"S-shut up!" Applejack scolded. "t'aint none a yer business anyway!?

"Yea, I guess not, but then agian..." Dash began as she used her super-speed to remove the helmet from the bag and place it on Applejack's head.

"Wh-what in tarnation!" Applejack exclaimed as Dash turned on the device causing AJ's eye's to glow before putting her into a hypnotic state like the others. Dash just chuckling.

"Is everything all right out there darlings?" Rarity chimed in from inside the shower.

"Yea, AJ just thought she saw a wasp, but it was just a little bee, nothing to worry about" Rainbow Dash replied.

"Oh, OK then" Rarity chuckled back as she went back to cleaning herself humming an old 80's cartoon theme song as she did so.

"OK Applejack, here's what we're gonna do" Dash chuckled. "First off i'm your boss now and anything I say goes, got it!?" AJ just shook her head in acknowledgement. "Good" Dash grinned. "When I snap my fingers all your inhibitions will be gone and you'll take Rarity right there in the shower and just go hog wild. Got it!"

"Yes'um" Applejack replied.

"Though when I snap my fingers again you'll fall asleep and not remember any of this, you'll go back to normal until I say Sexy Zucchini and then you'll be my servant or whatever again, OK?" Dash asked with a devious chuckle. AJ nodding once again in compliance.

"OK let's go!" Dash cheered as she snapped her fingers finishing the trance.

Applejack blinked her eyes and stared straight forward at Rarity's silhouette. Like a Bear cornering its prey she slowly moved towards the shower taking off her cloths as she did until she finally reached her destination and pulled the curtain causing Rarity to shriek.

"What in the world are you doing darling!?" Rarity exclaimed trying to cover her more private parts with her hands.

Applejack just gave off a devious smile and answered "Whatever Ah Want" As she grabbed Rarity and pulled her in for a kiss.

"Well, aren't we bold all off a sudden" Rarity stuttered in disbelief after AJ released her lips.

"What can Ah say, workin gets me all riled up" She snickered as she went back in for a second kiss. Rarity letting out a small squeel of both surprise and delight.

"B-but what if we get caught, what about Rainbow Dash" Rarity asked in a worried huff.

"Ah don't see nobody, guess Dashie went ta get lunch" AJ chuckled. Rarity looking around and from her vantage point it would seem that AJ was indeed correct, Rainbow was nowhere in sight.

"W-well OK" Rairity blushed. "I-I suppose we do deserve a treat for all our hard work" She chuckled as she layed down on the tile. "Come get your marshmallow apple girl!" she teased. AJ taking her up on the offer and pouncing on her like a cat would a mouse. Meanwhile Dash was in the corner using her speed powers to vibrate fast enough to be invisible to the naked eye. "Oh this is gonna be good" She cooed as she bit her lip and began to record her friends on her phone.

Dash never knew how wild Applejack of all people could be. After some light foreplay with Rarity the cowgirl really did go wild on her. Tying her up with ropes and having the usually prim and proper fashionista do all sorts of degrading things to the cowgirl before AJ finally gave out and nearly passed out.

"Th-that sure was somethin" Applejack huffed her breathing heavy.

"Y-yes it was" Rarity agreed. Though now I fear I might need to take another shower" She chuckled. "I-if you wouldn't mind untying me darling.

"aww, but you look so good like that" Rainbow Dash interjected appearing in front Rarity as if out of nowhere.

"W-what!?" Rarity exclaimed in exhausted surprise. "What are you doing?"

"Just making sure i'll be able to get a bunch more shows out of you two" Dash chuckled as she placed the helmet atop Rarity's head, the fashionista screaming out as light emitted from the device.

Rainbow Dash walked down the street with a wide smile, proud of her work so far.

"So, now I can have Fluttershy and Pinkie come play whenever I want, and get a free ticket to AJ and Rarity's little rodeos. Awesome!" Rainbow Dash exclaimed as she held the helmet high with a smile. "This weekend just started and it's already great! Nothing is gonna stop my best prank ever!" Dash cheered to herself, not noticing a nearby jogger who she was about to run into.

"Ooofff" The two individuals wheezed as they knocked into one another.

"Hey what's where you going!" Dash began to scold before she noticed who she ran into.

"What is wrong with you!?" The angry voice exclaimed. "Why did you bump into Trixie like that, and what the heck is that thing!?" She angrily asked staring at the helmet.

"Oh Buck!" Dash exclaimed aloud. It looked like the girl had just run into her first complication.

Author's Note

Welp, thanks for reading. Come back next time when Dash has some fun with Trixie!

And after that Rainbow might feel the need for some Twilight time!

Chapter 3: Tricks Behind The Trees

"What do you think you are doing bumping into The Great & Powerful Trixie like that!?" The angry showgirl pouted. Rainbow Dash just looked up dumbfounded. Who would have guess Trixie of all people would be jogging of all things.

"Oh, ah I ah..." Rainbow Dash began as she got up and dusted herself off. "Well you see I was just helping AJ and Rarity at the apple farm and.." She continued before being cut off by Trixie.

"Don't care where you were, Trixie wants to know why you bumped into her and what that weird thing you were carrying with you is?" The girl bluntly stated. Rainbow Dash just growled. But then looking at Trixie she got an idea.

"Well sure I could bore you with details or I could tell you how good you look right now." Rainbow Dash slyly smirked.

"Oh?" Trixie raised an eyebrow somewhat intrigued by this proposition.

"Yea I mean that lavender tank top and those black dry tempo shorts. Who knew lil mist magician had an athletic side!" Dash complimented with a sultry smile.

"Yes, well Trixie does her best to stay in shape for her shows after all." The girl boasted as she flipped her hair and gave a confident pose. "What's it to you though?" She asked giving an equally devious smirk.

"Oh, I dunno" Dash chuckled "Maybe we could go to the park and play a little game?" Dash explained.

"A Game?" Trixie asked curiously

"Yea, you race me and if you win i'll tell you what this little do-dad is for" She chuckled holding up the helmet. But if I win then well, i'm sure i'll think of something." Dash exclaimed licking her lips causing Trixie to let out a small gulp.

"F-Fine" Trixie stuttered "we'll do your stupid little race." The girl nervously agreed. Dace still just grinning like a cheesier cat.

Once the two arrived at the Canterlot City Park Dash chose a spot at the edge and stated they'd run from the entrance they were at to the center where the fountain was located. The first one to get there was the winner. Trixie just scoffed in her usual faux confidence and Rainbow Dash rolled her eyes as the two began.

"You ready?" Dash asked with a cocky smirk.

"Just get on with it, I don't have all day you know" Trixie huffed.

"OK then....3....2...1...Go!" Dash shouted as the two girls began to run. At first Rainbow Dash played it cool, running at much slower then her normal speed letting Trixie think she actually had a chance, but after a minute she picked up the pace, her geode glowing and she easily passed the girl in a blazing rainbow blur, reaching the fountain in mere seconds.

"N-no fair" Trixie Lulamoon huffed as she panted slowly approaching the end point staring angrily at Rainbow Dash "Y-you cheated!" She growled. Rainbow Dash just chuckled. "Hey never said we couldn't use magic, and you could've used those weird kind of magic but not really teleportation powers Sunset says you have." Rainbow teased.

Trixie just continued to angrily stare at the girl "Trixie does not appreciate your taunts Rainbow Dash" The girl huffed as she crossed her arms and let out a heavy angry breath. Rainbow just rolling her eyes in return.

"Fine, i'm sorry" Rainbow half-heartedly apologized. "Tell you what to show there's no bad blood between us why don't I show you what this little helmet does." She smiled attempting to make it look as innocent as possible. Trixie just grumbled but Dash decided to take that as a yes and motioned for Trixie to follow her. The angry magician reluctantly doing so. Before too long both girls had wandered into a secluded clearing surrounded by trees and large shrubbery.

"What are we doing here?" Trixie asked rather annoyed. "Couldn't you have just shown me at the fountain?" She asked the agitation still quite present in her voice.

"Nah, this is too special for that" Rainbow chuckled as she turned on the device and quickly put it atop the girls head. Like with the others before a flashing light causing Trixie's mind to go numb.

Rainbow Dash just smiled a devilish grin looking at Trixie, her eyes hazed over a bit of saliva coming out of the right side of her mouth. "Brain Dead Zombie, honestly not that much different then usual for her" Dash chuckled before clearing her throat to begin the reprogramming.

"OK Trix, I know you like to act all high and mighty, but c'mon everyone knows that's just a front." Dash teased "Deep down you're just a scared little girl afraid no one will ever like you, desperate for attention and love, am I right?" Rainbow Dash asked the hypnotized teen.

"Yes" Trixie admitted. Dash reveling in the fact that there is no way the girl would have ever done so other wise.

"Good i'm glad we can agree on something" Rainbow chuckled. "So here's what i'm thinking, why not break the act and show everyone what an attention and love desperate little whore you are." Rainbow smirked. "When I snap my fingers all your defenses all your walls will be gone, you'll do anything to please me and prove you deserve my love, and same goes for my friends if need be." Rainbow explained, "Of course when I finish doing what I'm going to do to you you'll probably pass out, so like I guess when you wake up after that you'll be back to normal until you hear me say sexy zuccinni" Dash continued to monologue with a chuckle. "Hearing that will turn you back into the pathetic attention seeking slut you are, got it!?" Dash asked finishing her commands.

"Yes m'am" Trixie complied.

"Good" Dash smirked as he snapped her fingers.

Trixie blinked her eyes and shook her head. "Wh-what happened." She asked looking at Rainbow.

"Dunno" Dash teased "Well guess I better head off" She chuckled as she began to walk away.

"No, Don't!" Trixie begged for reasons she herself didn't fully understand.

"Oh, is there something you need Ms. Lulamoon?" Rainbow chuckled looking back at the girl.

"C-could you maybe stay with me, please....I dunno why but I really don't want to be alone right now" Trixie pouted giving Rainbow a sad look.

"Well, I guess I could stay and hang out with you for awhile, but you'd have to make it worth my while" Rainbow grinned as she began to turn around and walk back towards the girl "What can you offer" Rainbow asked licking her lips.

"A-anything" Trixie stuttered as the previous hypnotic commands began to take effect.

"OK take off your top" Rainbow commanded. Trixie hesitated for a second but quickly the fear of being left alone over powered her and she did as she was told.

"Good Girl" Rainbow cooed looking at the blue skinned diva's exposed top, Trixie may have been a brat but she was a well endowed one. "How naughty to go out jogging without a bra on" Rainbow teased taking in the sight. "OK now take off the bottoms as well" Dash commanded. Trixie complying taking of the sport shorts and revealing her blue and lavender striped panties underneath.

"Cute" Dash chuckled. "OK Trixie, tell me how bad you want me to stay, tell me why you don't want to be alone" Dash sang. "Oh and play with yourself while you do it"

Trixie just nodded as she complied with the demands and began to toy with her breast with one hands as her other slipped in between her panties.

"I-I don't want to be alone, I don't want to be ignored" She began with a pant "I'll do anything for others love because I feel unloved." She continued with a pant and a sob. "So-so please everyone look at me, love me I can be great or powerful or whatever you want" She continued as she played with herself tears still forming in her eyes.

Rainbow Dash's smile turned into a frown, she was legitimately starting to feel bad for Trixie of all people. It was obvious the girl had some hang-ups maybe she was taking it too far. Dash just let out a heavy sigh knowing either way she still had to finish it.

"OK" She began her voice becoming softer "Thank you for your honesty Ms. Lulamoon. And if its any consolation I think you're actually a pretty cool chick" Rainbow softly smiled.

"Y-you do?" Trixie asked a desperate hope in her voice as she looked up at Rainbow.

"Yea, I mean your voice is kind of grating and man that ego gives me a run for my money" Dash teased "But I gotta say, you are pretty hot, so I guess I can stay with you and have some fun....if you want" Rainbow finished looking down at the girl.

"Y-yes please!" Trixie begged as she continued to toy with herself, Dash noticing a rather large wet-spot forming in her panties.

"Well that seems like an invitation if I ever did see one" Dash chuckled as she began to take off her own top and jump the wanting showgirl.

Trixie moaned in pleasure as Rainbow Dash had her way with her. The cyan athlete starting by whispering sweet nothings into her ear then giving her a bite on the neck before moving down and planting kisses all over her body before finally removing the girl's panties and begging to eat her out. Trixie let out more and more moans and squeals of pleasure and delight, she never knew submitting to another could feel so good. And just like that the girl climaxed.

"Hehe, you actually taste pretty good" Dash chuckled as she licked her lips getting back atop the girl looking down at Trixie's face, flushed and heavily panting. Dash admitted she took a sense of delight in seeing such a cocky girl so easily put under her thumb.

"You look tired, why don't you take a nap dream a sweet dream about how awesome I am, maybe next time i'll let you taste me" Dash chuckled as Trixie's eyes began to grow heavy as she fell into a deep sleep right there in the grass. Dash getting the girls things together figuring it would be wise to re-dress her before going off on her way.

"Well that's one way to spend that later half of your Saturday I guess" Rainbow Chuckled as she walked back to her house "Guess i'll clean-up, put this baby in a good hiding spot and start my plans for tomorrow's main course!" She chuckled again as she looked at a picture of Twilight and Sunset on her cellphone. Meanwhile she didn't notice her magical geode was slowly becoming a darker and darker shade of blue.

Author's Note

Yay another chapter. Poor Trixie an unwitting Victim of an increasingly deviant Dashie!

Well hope you enjoyed and come back next time when Dash has some fun time with Twilight or at least she will if she can tame her darkside first. Welp, until next time be well all!

Chapter 4: From Twilight To Midnight

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!?

Chapter 5: The Fall of Canterlot High PT1

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!